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THIS DOCUMENT (“PROSPECTUS”) CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY ANDITS SECURITIES AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IF YOU HAVE ANY QUESTIONSABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISOR.

The directors of Africa ETF Issuer (RF) Limited (the Company), whose names are set out Annexure E to this Prospectus,collectively and individually, accept full responsibility for the accuracy of the information contained in this Prospectus andcertify that, to the best of their knowledge and belief, no facts have been omitted the omission of which would make anystatement in this Prospectus false or misleading and that they have made all reasonable enquiries to ascertain such facts and thatthe Prospectus contains all information required by law and the JSE Listings Requirements.

AFRICA ETF ISSUER (RF) LIMITED(formerly Ninatex Proprietary Limited)

(incorporated in the Republic of South Africa)(registration number 2013/022008/06)

PROSPECTUS

relating to an initial offering (Initial Offer) to qualifying investors in the Republic of South Africa to subscribe for secured,redeemable Debentures referencing in total a maximum of:

1,000,000 fine troy ounces of Platinum to be issued by the Company (on the terms and subject to the conditions set outin Annexure A to this Prospectus) and as more fully described in this Prospectus; and

1,000,000 fine troy ounces of Gold to be issued by the Company (on the terms and subject to the conditions set out inAnnexure B to this Prospectus) and as more fully described in this Prospectus; and

1,000,000 fine troy ounces of Palladium to be issued by the Company (on the terms and subject to the conditions set outin Annexure C to this Prospectus) and as more fully described in this Prospectus.

The publication, issue and/or distribution of this Prospectus does not constitute an offer where the Initial Offer may be illegal ormay fail to conform to the laws of such jurisdiction. To the extent that this Prospectus may be sent to or distributed in any suchjurisdiction, it is provided for information purposes only and no person situated in such jurisdiction may accept the Initial Offer.No such person wishing to accept the Initial Offer may use the mail of any such jurisdiction or any means, instrumentality orfacility in any such jurisdiction for any purpose, directly or indirectly, relating to the Initial Offer. It shall be the responsibility ofany person resident in a jurisdiction outside the Republic of South Africa to inform himself about, and to observe, any applicablelegal requirement in the relevant jurisdiction.

Prospective purchasers of any exchange traded funds should ensure that they understand fully the nature of the exchangetraded fund and the extent of their exposure to risks and that they consider the suitability of the exchange traded fund asan investment in the light of their own circumstances and financial position. The JSE’s approval of the listing of theDebentures should not be taken in any way as an indication of the merits of the Company or of the Debentures. The JSEhas not verified the accuracy and truth of the contents of the documentation submitted to it and, to the extent permittedby law, the JSE will not be liable for any claim of whatever kind. Claims against the JSE Guarantee Fund may only bemade in respect of trading in Debentures on the JSE and in accordance with the rules of the Guarantee Fund and can inno way relate to the new issue of Debentures by the Company.

This Prospectus relates to an offer to qualifying investors only and not an offer to the public as contemplated in the CompaniesAct, 71 of 2008. Accordingly, the Prospectus has not been registered with the Companies and Intellectual Property Commission.The legal advisers, directors of the Company, experts, bankers and brokers whose names are included in this Prospectus havegiven and have not, prior to the issue of this Prospectus, withdrawn their written consents to the inclusion of their names in theircapacities stated.

Words used in this Prospectus shall have the same meaning as defined in the section headed "Interpretation" on pages 57 to 78 ofthis Prospectus, unless clearly inappropriate from the context.

Originator and Sponsor Legal Advisor to Issuer

7.B.22

19.58(b) (iv)

19.58(b)(i)4 and 5

i

Date of issue of Prospectus: 18 March 2014.

7.C.9

ii

CORPORATE INFORMATION AND ADVISORS

Company

Africa ETF Issuer (RF) Limited

formerly Ninatex Proprietary Limited

Registration number: 2013/022008/06

32 Fricker Road, Illovo, 2196

(011) 415 4100

Johann Erasmus

[email protected]

Africa Funds Issuer Owner Trust


Master's reference number: IT 1713/2013


(011) 530 8400

AfricaPlatinum Security Trust

Africa Funds Platinum Security Trust



(011) 530 8400

AfricaGold Security Trust

Africa Funds Gold Security Trust



(011) 530 8400

AfricaPalladium Security Trust

Africa Funds Palladium Security Trust



(011) 530 8400

Sponsor

The Standard Bank of South Africa Limited


9th Floor, Standard Bank Centre

5 Simmonds Street, Johannesburg, 2001

(011) 721 6125

Natalie Di-Sante

Fund Administrator

Maitland Group South Africa Limited


Mailand House 1, River Park,

Gloucester Road, Mowbray, 7700

(021) 681 8000

Alex Hunt

Auditor

PricewaterhouseCoopers

Registration number: 1998/012-55/21

2 Eglin Road, Sunninghill, 2157

(011) 797 4000

P.E. de Villiers

Company Secretary

Maitland Group South Africa Limited



(011) 530 8400

Shantel Dartnall

Participating Broker

SBG Securities Proprietary Limited


4th Floor, No 2 Exchange Square

85 Maude Street, Sandton

(011) 415 7021 /18

Luke Middlewick / Nick Highham

7.B.13

19.58(b)(ii)19.58(b)(v)

7.B.13, 11.44

7.B.12

19.58(b)(ii)19.58(b)(v)

7.B.13, 11.44

iii

Bankers





(011) 636 9111

Nicola Triegaardt

Lawyers

Baker & McKenzie South Africa

(Du Plessis, Van der Merwe Incorporated)

(Registration number: 2012/047447/21)

4 Sandown Valley Crescent

Sandton, 2196

(011) 911 4300

Wildu du Plessis / Shaun Browne

Transfer Agent





(011) 721 8716

Mashwabada Zibi

Authorised Participant





(011) 415 8001

Charles Leishman / Elmo Ferreira / Shantal Pillay

[email protected]

7.B.13

i

TABLE OF CONTENTS

1. Information about the Company ................................................................................................. 4

2. Information about the Offered Securities and the security arrangements.............................. 15

3. Statements and Reports Relating to the Offer ......................................................................... 20

4. Additional Material Information................................................................................................. 22

5. Additional Matters ..................................................................................................................... 32

Market Overview.................................................................................................................................. 36

Risk Factors......................................................................................................................................... 46

Exchange Control and other regulatory considerations ................................................................... 51

Taxation ............................................................................................................................................... 55

Interpretation ....................................................................................................................................... 57

Directors' Signatures........................................................................................................................... 79

Annexure A - Terms and Conditions of the AfricaPlatinum Debentures .......................................... 80

Annexure B - Terms and Conditions of the AfricaGold Debentures ............................................... 105

Annexure C - Terms and Conditions of the AfricaPalladium Debentures....................................... 130

Annexure D - Documents Available for Inspection.......................................................................... 155

Annexure E - Directors of the Company........................................................................................... 156

Annexure E1 - List of directorships/partnerships............................................................................ 158

Annexure F - Redemption Notice...................................................................................................... 159

1

Salient features and overview

Exchange traded funds are passively managed funds that track the performance of a specific underlyingsecurity or commodity. In conducting the ETFs, the investment objective of the Company is for theDebentures to reflect the performance of the price of a particular Commodity, less the Company’sexpenses. The Debentures are structured as non-interest bearing secured debentures and are fully backedby a physical Commodity. The Company holds an amount of the relevant Commodity sufficient to fullyhedge its liabilities under the Debentures from time to time, through the Custodian. The physicalplatinum, palladium and gold is stored as London Good Delivery Bars and kept in the vaults of theCustodian in London or other authorised locations in terms of the Custody Agreements. The Company'sobligations under the Debentures are guaranteed by the relevant Security Trust in terms of the relevantSecurity Trust Guarantee.

The Company will use the proceeds received by it (after deducting fees and expenses) from cashsubscriptions for Debentures to purchase physical Commodities to which such Debentures relate.Debentures may be subscribed for in specie by delivering the relevant physical Commodity to theCompany's Unallocated or Allocated Account with the Custodian.

The relevant Security Trust has Guaranteed the Company's obligations under the Debentures referencingthe relevant underlying Commodity. The Company has indemnified each Security Trust against anyclaims against that Security Trust under and in accordance with the Guarantee issued by it. As securityfor its obligations under each Indemnity, the Company has entered into a Security Agreement with eachSecurity Trust, in terms of which the Company provides Security to the relevant Security Trust over theCompany's holding of the relevant underlying Commodity with the Custodian.

The Debentures are intended to offer investors an opportunity to participate in the platinum and/or goldand/or palladium markets through an investment in guaranteed securities. The guarantee structure isseparately backed by physical platinum, palladium or gold, as applicable. The guaranteed securitieslimit investors' risk to, i) the Company and ii) through the Company, any exposure that theAfricaPlatinum Debenture Holders may have to Gold or Palladium, similarly any exposure that theAfricaGold Debenture Holders may have to Platinum and Palladium and, similar any exposurethat AfricaPalladium Debenture Holders may have to Platinum and Gold.

Historically, the logistics of buying, storing and insuring platinum, palladium and gold have constituted abarrier to entry for some investors. The ownership of the Debentures is intended to overcome thesebarriers to entry. The logistics of storing platinum, palladium or gold, as applicable, are dealt with by theCustodian, as custodian of the Company, and the related expenses are built into the fees charged by theCompany in relation to the Debentures, as well as the redemption value of the Debentures at any time.Therefore, the investor does not have any additional tasks or costs over and above those associated withdealing in any other publicly traded security.

The Debentures are intended to provide investors with a secured, simple and cost-efficient means ofgaining investment benefits similar to those of holding allocated platinum (in the case of AfricaPlatinumDebentures) and/or allocated gold (in the case of AfricaGold Debentures) and/or allocated palladium (inthe case of AfricaPalladium Debentures).

The Debentures offer an investment that is:

Easily Accessible. Investors can access the platinum, palladium or gold market through a traditionalbrokerage account. Investors may therefore be able to more effectively implement strategic and tacticalasset allocation strategies that use platinum and/or palladium and/or gold by using the Debentures instead

2

of using the traditional means of purchasing, trading and holding platinum, palladium or gold, asapplicable.

Relatively Cost Efficient. For many investors, transaction costs related to the Debentures will be lowerthan those associated with the purchase, storage and insurance of allocated platinum, palladium or gold.

Exchange Traded. The Debentures trade on the JSE, which will provide investors with an efficientmeans to buy and sell and implement a variety of investment strategies.

Transparent. The AfricaPlatinum Debentures are backed by the physical Platinum holdings of theCompany, the AfricaPalladium Debentures are backed by the physical Palladium holdings of theCompany and the AfricaGold Debentures are backed by the physical Gold holdings of the Company. TheCompany does not hold or employ any derivative securities. Further, the Company’s holdings of physicalPlatinum, Palladium and Gold and its value based on current market prices are reported on the website ofthe Manager on each Business Day. The NAV and Portfolio Composition File of each ETF will also bereported on the website of the Manager on each Business Day.

Secured. The AfricaPlatinum Debentures are guaranteed by the AfricaPlatinum Security Trust, which inturn has been provided with a secured right to the Company's Platinum held with the Custodian. TheAfricaPalladium Debentures are guaranteed by the AfricaPalladium Security Trust, which in turn hasbeen provided with a secured right to the Company's Palladium held with the Custodian. The AfricaGoldDebentures are guaranteed by the AfricaGold Security Trust, which in turn has been provided with asecured right to the Company's Gold held with the Custodian.

The following diagram depicts the structure of the Company and the ETFs:

3

This Prospectus describes in greater detail the Company and its business, the terms and conditions of theDebentures to be issued by the Company, the custody arrangements with the Custodian pursuant to whichthe Commodities will be retained by the Custodian in safe custody for the Company, the SecurityAgreements with the Security Trusts, the management and administration of the Company's Business bythe Fund Administrator and the Manager and the basis on which the Initial Offer and any subsequentoffers are made.

Subscribing for and investing in the Debentures involves risks. See the section entitled “RiskFactors” beginning on page 46 of this Prospectus for a description for some of the risks inherent ininvesting in Debentures.

4

1. Information about the Company

1.1 Corporate details of the Company:

Africa ETF Issuer (RF) Limited (formerly Ninatex Proprietary Limited) was incorporated inSouth Africa on 11 February 2013 in terms of the Companies Act, with registration number2013/022008/06 for the specific purpose of conducting the ETFs. Africa ETF Issuer (RF)Limited was converted to a public company on 13 June 2013. The address of the Company'sregistered office is 32 Fricker Road, Illovo, Johannesburg.

The Company is a subsidiary of the Africa Funds Issuer Owner Trust. The Africa Funds IssuerOwner Trust is an independent trust which has been specifically established in South Africa on4 June 2013 in terms of the Africa Funds Issuer Owner Trust Deed with the sole purpose ofbeneficially holding the entire issued share capital of the Company. The Africa Funds IssuerOwner Trust is the registered and beneficial owner of 120 ordinary shares in the issued sharecapital of the Company (constituting 100% of the issued shares in the Company). The AfricaFunds Issuer Owner Trust is registered with the Master of the High Court of South Africa (SouthGauteng High Court, Johannesburg) under reference number IT 1713/2013. The principal placeof business of the Africa Funds Issuer Owner Trust is at 32 Fricker Road, Illovo, Johannesburg.The trustee of the Africa Funds Issuer Owner Trust is currently Maitland Group South AfricaLimited.

Being a newly incorporated company, the Company has not, prior to the Initial Offer, conductedany business, issued (or offered to issue) any shares or debentures (other than the issue of 120ordinary shares in the capital of the Company which are held by the Africa Funds Issuer OwnerTrust), or held or occupied any immovable or other property.

SBSA will act as Manager and Transfer Agent for the Company. SBSA's registered address is 9th

Floor, 5 Simmonds Street, Johannesburg.

1.2 Directors, other office holders and material third parties

Directors

The full names, ages, occupation, business addresses, nationalities and qualifications of eachdirector of the Company are set out in Annexure E.

None of the directors of the Company has:

been involved in or has been subject to any bankruptcies, insolvencies or individualvoluntary compromise arrangements;

been involved in or subject to any business rescue plans and/or resolution proposed byany entity to commence business rescue proceedings, application having been made forany entity to begin business rescue proceedings, notices having been delivered in terms ofSection 129(7) of the Companies Act, receiverships, compulsory liquidations, creditors’voluntary liquidations, administrations, company voluntary arrangements or anycompromise or arrangement with creditors generally or any class of creditors of anycompany; where such person is or was a director, with an executive function within suchcompany at the time of, or within the 12 (twelve) months preceding, any such event(s);

7.D.1(d)

7.A.119.58(b)(i)(1) - (3)

7.A.27

7.11(a)8.11(1)7.D.10(a) -(d )7.D.1(a)7.D.1(c)

7.F.6(e)

7.B.1(a)7.B.2(a)7.B.2(c)7.B.2(d)7.B.3

7.B.2(f)

7.B.2(g)

5

been involved or subject to in any compulsory liquidations, administrations or partnershipvoluntary arrangements of any partnerships where he or she is or was a partner at the timeof or within the 12 (twelve) months preceding such event(s);

been involved or subject to any receiverships of any his or her asset(s) or of the assets of apartnership of which he or she is or was a partner at the time of, or within the 12 (twelve)months preceding, such event;

been subject to any public criticisms by statutory or regulatory authorities, includingrecognised professional bodies;

ever been disqualified by a court from acting as a director of a company or from acting inthe management or conduct of the affairs of any company;

committed any offence involving dishonesty;

been removed from an office of trust on the grounds of misconduct and involvingdishonesty; or

been subject to any court order declaring him or her delinquent or placing him or herunder probation in terms of Section 162 of the Companies Act and/or Section 47 of theClose Corporations Act, 1984 (Act No. 69 of 1984) or disqualifying him or her to act as adirector in terms of Section 219 of the Companies Act, 1973 (Act No. 61 of 1973).

No director has any interest in any of the transactions concluded by the Company.

Appointment of Directors

In terms of the memorandum of incorporation of the Company, the Board must at all timescomprise at least 4 (four) directors, 3 (three) of which will be elected and appointed (and fromtime to time replaced) by the Africa Funds Issuer Owner Trust. All directors appointed by theAfrica Funds Issuer Owner Trust must be independent of the originator of the ETFs (ie, SBSA)and the Manager. The fourth director of the Company is to be appointed (and from time to timereplaced) by SBSA.

The memorandum of incorporation of the Company requires that each resolution passed by theBoard must be passed with the approval of the independent directors and that no meeting of theBoard will be quorate unless 2 (two) independent directors are present. The memorandum ofincorporation of the Company does not require that any director or alternate director must holdqualifying shares in the Company.

Each of the directors is appointed for a term of 3 (three) years on a rotating basis.

Remuneration of directors

The directors shall not be paid any remuneration by the Company for their services as such butwill be paid a fee by the Manager.

Borrowing powers

The borrowing powers of the directors are restricted in the memorandum of incorporation of theCompany. The Company may not incur any liability or indebtedness other than as specificallyprovided for in the Transaction Documents. The relevant provision of the memorandum ofincorporation of the Company is clause 31, which provides as follows:

7.B.2(h)

7.B.2(i)

7.B.2(j)

7.B.2(j)

7.B.2(k)

7.B.2(l)

7.B.2(m)

7.B.5,7.B.6(a)

7.B.6(b)7.B.7(a)-(k)8.11(i)7.B.6(c)

7.A.12

6

31. BORROWING POWERS

31.1 The Directors may from time to time:

31.1.1 borrow for the purpose of the Company such sums as they think fit (includingthrough the issue of Debentures); and

31.1.2 secure the payment or repayment of any such sums or any other sum, as theythink fit, whether by the creation and issue of Debentures, other debt instruments,debentures, mortgage or charge upon all or any of the property or assets of theCompany, including its uncalled or unpaid capital,

subject to the limitations in Clause 5 and the other provisions of this Memorandum ofIncorporation.

The borrowing powers of the Company have not been exceeded at any time.

Auditors, attorneys and bankers

The auditors of the Company are PricewaterhouseCooopers, having their business address at 2Eglin Road, Sunninghill, 2157. PricewaterhouseCoopers are an internationally recognisedauditing firm.

The bankers of the Company are The Standard Bank of South Africa Limited. Their registeredaddress is 9th Floor, Standard Bank Centre, 5 Simmonds Street, Johannesburg, 2001.

The attorneys of the Company are Baker & McKenzie South Africa, having their businessaddress at 4 Sandown Valley Crescent, Sandton, 2196.

Company Secretary

The company secretary of the Company is Maitland Group South Africa Limited, whose businessaddress is 32 Fricker Road, Illovo, 2196.

Fund Administrator and Manager

The Company has no employees (and is not permitted in terms of its memorandum ofincorporation to have any employees) and, accordingly, the Company has concluded the FundManagement Agreement with Maitland Group South Africa Limited in terms of which MaitlandGroup South Africa Limited is appointed as Fund Administrator to provide certain administrationand calculation agency services to the Company in connection with its business. The Companyhas also appointed SBSA as Manager and as Transfer Agent in terms of the ManagementAgreement and the Transfer Agency Agreement to provide certain management and transferagency services to the Company in relation to the conduct of the Company's Business. Furtherdetails of each of the Fund Management Agreement, the Management Agreement and theTransfer Agency Agreement are set out in Section 1.7 (Material Contracts) below.

The address of the Fund Administrator's registered office is Maitland House 1, River Park,Gloucester Road, Mowbray, Cape Town.

The address of the Manager's registered office is 9th Floor, Standard Bank Centre, 5 SimmondsStreet, Johannesburg, 2001.

7.A.13,7.B.11(a)

7.B.13

7.B.12

7.B.1(d)7.B.10

7

In terms of the Fund Management Agreement, the Fund Administrator will be paid a monthly feefor undertaking the services in terms of the Fund Management Agreement. The Manager will bepaid a monthly fee for undertaking the services in terms of the Management Agreement. TheTransfer Agent will be paid a monthly fee for undertaking the services in terms of the TransferAgency Agreement. Further details of the services to be performed by the Fund Administrator interms of the Fund Management Agreement, by the Transfer Agent in terms of the TransferAgency Agreement and by the Manager in terms of the Management Agreement are set out inSection 1.7 (Material Contracts) below.

Business and prospects of the Company

The Company is a special purpose, newly incorporated public company having a share capitaland which has not previously traded. The business of the Company is to conduct ETFs. TheCompany will issue the Debentures to qualifying investors in South Africa and will use theproceeds of the Debentures to acquire the relevant Commodity, namely Platinum from theproceeds of AfricaPlatinum Debentures, Gold from the proceeds of AfricaGold Debentures andPalladium from the proceeds of AfricaPalladium Debentures. The Commodities acquired andheld by the Company will be held in safe custody by the Custodian for, on behalf and in the nameof the Company in terms of the Custody Agreements. The Company will fund and defray its feesand expenses by selling an amount of Commodities at monthly intervals, thereby reducing theReference Quantity of Platinum to which each AfricaPlatinum Debenture is linked by a pro rataportion of the applicable Monthly Charge for the Platinum ETF, the Reference Quantity ofPalladium to which each AfricaPalladium Debenture is linked by a pro rata portion of theapplicable Monthly Charge for the Palladium ETF and the Reference Quantity of Gold to whicheach AfricaGold Debenture is linked by a pro rata portion of the applicable Monthly Charge forthe Gold ETF.

The Company, being a special purpose company, does not and will not have any employees.Accordingly, in terms of the Management Agreement, the Fund Management Agreement and theTransfer Agency Agreement, the Manager, the Fund Administrator and the Transfer Agent willmanage and administer the business and affairs of the Company and will advise the Company inrelation to the conduct of the Company's Business. Further details in relation to the Manager andthe Management Agreement, the Fund Administrator and Fund Management Agreement and theTransfer Agent and the Transfer Agency Agreement are set out in Sections 1.2 (Directors, otheroffice holders and material third parties) above and 1.7 (Material Contracts) below.

The Company has no subsidiaries and, in terms of its memorandum of incorporation, is prohibitedfrom acquiring any subsidiaries.

As a newly incorporated company, the Company has not, prior to the Initial Offer, conducted anybusiness, issued (or offered to issue) any shares (other than the issue of 120 ordinary shares in thecapital of the Company which are held by the Africa Funds Issuer Owner Trust) or debentures,held or occupied any immovable or other property, or materially changed its stated business in itsmemorandum of incorporation during the past 3 (three) years.

The directors of the Company are of the opinion that the business of the Company, conducted inaccordance with the provisions of the Transaction Documents, will be viable on the basis set outin this Prospectus. In addition, the directors of the Company are of the opinion that the Company,through the appointment of the Manager and the Fund Administrator, has sufficient experience toissue the Debentures and to conduct the ETFs on the basis set out in this Prospectus.

7.B.2(a)-(e)

7.D.17.D.2

8.11(f)

7.A.87.B.167.B.17(a)7.D.47.D.108.11(b)8.11(a)

7.D.5

8

The Company does not own any immovable property or lease or occupy any premises and isprohibited in terms of its memorandum of incorporation from owning any immovable property orleasing or occupying any premises.

1.3 Share capital of the Company

The Company has an authorised share capital of 4,000 ordinary shares, of which 120 ordinaryshares have been issued. All of the issued shares are beneficially owned by the Africa FundsIssuer Owner Trust.

As a newly incorporated company, there has been no alteration of the capital of the Companyduring the 3 (three) years immediately preceding the date of this Prospectus. In addition, theCompany has not offered any securities to the public during the 3 (three) years immediatelypreceding the date of this Prospectus.

In terms of the memorandum of incorporation of the Company, the directors of the Company maynot issue any further authorised shares in the Company without an Extraordinary Resolution ofeach Class of Debenture Holders authorising such issue.

1.4 No options or preferential rights in respect of shares

As at the date of this Prospectus, there are no agreements in place or any agreements proposed tobe concluded whereby any option or preferential right of any kind was or is proposed to be givento any person to subscribe for any shares of the Company.

1.5 No commissions paid or payable in respect of underwriting

The Initial Offer is not underwritten and accordingly no commissions are payable to anyunderwriter.

1.6 Security Arrangements

The Company's obligations under the Debentures are not secured by any of the assets of theCompany (including any Commodity held by the Company from time to time), but the paymentobligations of the Company under the Debentures are secured by the relevant Security Trustbinding itself under a Guarantee issued in favour of the Debenture Holders in respect of therelevant Class of Debentures as guarantor, guaranteeing the Company's obligations under therelevant Debentures.

The AfricaPlatinum Security Trust is a special purpose trust established in terms of theAfricaPlatinum Security Trust Deed for the purposes of issuing a Guarantee in favour of theAfricaPlatinum Debenture Holders and the creditors in respect of the Platinum ETF. As at thedate of this Prospectus, the trustee of the AfricaPlatinum Security Trust is Maitland Group SouthAfrica Limited.

The AfricaPalladium Security Trust is a special purpose trust established in terms of theAfricaPallaadium Security Trust Deed for the purposes of issuing a Guarantee in favour of theAfricaPalladium Debenture Holders and the creditors in respect of the Palladium ETF. As at thedate of this Prospectus, the trustee of the AfricaPalladium Security Trust is Maitland Group SouthAfrica Limited.

The AfricaGold Security Trust is a special purpose trust established in terms of the AfricaGoldSecurity Trust Deed for the purposes of issuing a Guarantee in favour of the AfricaGold

8.11(e)7.D.87.B.207.A.25

7.A.6(a)7.A.23

9

Debenture Holders and the creditors in respect of the Gold ETF. As at the date of this Prospectus,the trustee of the AfricaGold Security Trust is Maitland Group South Africa Limited.

The AfricaPlatinum Security Trust has issued a Guarantee in favour of the AfricaPlatinumDebenture Holders and other creditors in respect of the Platinum ETF. The AfricaPalladiumSecurity Trust has issued a Guarantee in favour of the AfricaPalladium Debenture Holders andother creditors in respect of the Palladium ETF. The AfricaGold Security Trust has issued aguarantee in favour of the AfricaGold Debenture Holders and other creditors in respect of theGold ETF.

In terms of each Guarantee, the liability of the relevant Security Trust is limited to the amountrecovered under the Indemnity granted in its favour and the Security granted in respect thereof interms of the relevant Security Agreement. In relation to each Class of Debentures the interests ofthe creditors will be represented by the corresponding Security Trust. In terms of the applicableDebenture Conditions the relevant Security Trust is required to enforce the Security granted to iton behalf of the creditors and issue an Enforcement Notice to the Company if called upon to doso by an Extraordinary Resolution of the Debenture Holders under that Class of Debentures.Creditors will not be able to enforce the Security themselves nor to take any action against theCompany in respect of the Security or otherwise, nor to enforce claims against the Companyexcept through the relevant Security Trust unless the Guarantee structure is not enforceable or therelevant Security Trust is sequestrated or fails to act within a reasonable time of being called uponto do so.

If the Security Trust is sequestrated, creditors shall be entitled to take action themselves toenforce claims directly against the Company by delivering an Enforcement Notice in respect of aDebenture but, in such circumstances, the applicable Security held by the Security Trust will bebypassed and thus no longer be effective as a means of achieving distribution of the Company'sassets which relate to that Debenture in accordance with the relevant Priority of Payments.

1.7 Material Contracts

The following material contracts have been entered into by the Company:

Management Agreement and Transfer Agency Agreement

The Company concluded the Management Agreement and the Transfer Agency Agreement withSBSA, as Manager and as Transfer Agent respectively, on 5 March 2014 and 24 October 2013.

The Manager will settle, on behalf of the Company, the trustee, Custodian, auditor, TransferAgent, legal and other fees required to conduct the Company's Business on behalf of theCompany from the proceeds of the Monthly Charge. The Manager will pay the initial costs ofsetting up and registering the Company and the Debentures. In terms of the ManagementAgreement, the Company will pay the Manager a fee from the proceeds of the Monthly Charge.Neither the Manager nor any other service provider will not be liable for the fees or liabilities ofthe Company under any circumstance.

In terms of the Management Agreement and the Transfer Agency Agreement, the Company hasappointed the Manager and the Transfer Agent to provide certain services to the Company inconnection with the Company's Business. In doing so, the Manager’s functions will include:

7.F.1(a)7.F.1(b)

10

doing all things that may be necessary or desirable, within reason, in order to successfullyconclude the Initial Offer, including liaising with the JSE in relation to matters arising outof or in connection with the Initial Offer;

monitoring the performance of the Custodian in terms of the Custody Agreements;

monitoring the performance of the Transfer Agent in terms of the Transfer AgencyAgreement (in the event that the Manager is not the Transfer Agent);

act as sponsor in terms of the JSE Listings Requirements;

overseeing the issuing of Debentures by the Company from time to time;

determining, in consultation with the Company and the Fund Administrator, the basis ofallocation of the Debentures in the Initial Offer;

monitoring the performance under the relevant Transaction Documents of all othercounterparties to the Transaction Documents and reporting periodically to the Board inrelation to such performance;

liaising with the Company's other professional and transactional advisors, including, butnot limited to, the Fund Administrator, the Transfer Agent, Authorised Participants,Market Makers, stockbrokers, auditors, attorneys and trustees;

advising the Company in relation to any appointment or dismissal of professional andother advisers;

liaising with the JSE or any other exchange, when necessary, regarding mattersconcerning the listing of the ETFs and the Debentures on the JSE or such other exchange,as applicable;

procuring the appointment of one or more Market Makers in relation to the Debentures(whether any business division of the Manager or any third party);

procuring the appointment of one or more Authorised Participants in relation to theDebentures (whether any business division of the Manager or any third party having allnecessary consents, licences and approvals to perform the functions of an AuthorisedParticipant in relation to the Debentures);

obtaining all the required consents, approvals, licences, and authorisations in order to listthe ETFs and the Debentures on the JSE or any other exchange on the basis envisaged inthis Prospectus and to operate the ETFs;

acting as arranger with respect to the Debentures and perform the functions of anarranger, including:

o marketing the Debentures to potential investors;

o participating in road shows aimed at promoting the ETFs and the Debentures topotential investors; and

o utilising its existing distribution network to market the Debentures with theManager's clients;

11

liaising with the JSE and other exchanges on which the Debentures may from time totime be listed, with the Central Securities Depository and all regulatory bodies havingjurisdiction over the Company and/or the Debentures;

maintaining its website and publishing thereon all required information on behalf of theCompany from time to time;

generally ensuring compliance by the Company with all Applicable Laws;

generally acting as Authorised Participant and Market Maker of last record in relation tothe Debentures to establish and maintain a secondary market in the Debentures;

transacting any required Commodity transaction on behalf of the Company as required,including disposing of the relevant Commodity in terms of a Redemption Request and/orat monthly intervals so as to meet the obligations of the Company in respect of fees andexpenses payable from time to time;

transacting any required currency transactions on behalf of the Company as required;

maintaining the Security Agreements and ensuring, on behalf of the creditors, that therequired effect will be given to the security arrangements in terms of the SecurityAgreements; and

publishing on SENS such information as required, including the total expense ratio ofeach ETF.

Fund Management

The Company concluded the Fund Management Agreement with Maitland Group South AfricaLimited, as Fund Administrator, on 18 October 2013.

In terms of the Fund Management Agreement, the Company has appointed the FundAdministrator to provide certain administration and calculation agency services to the Companyin connection with the Company's Business. In doing so, the Fund Administrator's functions willinclude:

overseeing the issuing of Debentures from time to time;

monitoring the fees and expenses payable by the Company from time to time and, whereapplicable, to publish through SENS any alterations necessary to the Monthly Charge inrespect of each ETF, the Creation Fee and/or the Redemption Fee;

acting as calculation agent in respect of the Debentures, including in relation to the OfferPrice, the Creation Fee, the Redemption Value and the Redemption Fee in respect of theDebentures and the total expense ratio and the NAV of each ETF;

creating the Portfolio Composition File for each ETF at the close of trading on eachTrading Day;

providing the total expense ratio of each ETF to be published on SENS;

to maintain the Security Agreements and ensure that the required effect will be given onbehalf of the creditors and in terms of the Security Agreement;

12

providing certain administrative, bookkeeping and clerical advice and services to theCompany to the extent not provided by the Company Secretary, including:

o the maintenance of all Accounting Records;

o opening and operating all bank accounts on behalf of and in the name of theCompany;

o liaising with the JSE and other exchanges on which the Debentures may from timeto time be listed, with the Central Securities Depository and all regulatory bodieshaving jurisdiction over the Company and/or the Debentures; and

generally ensuring compliance by the Company with all Applicable Laws.

Authorised Participant Agreement

In terms of the Authorised Participant Agreement, the Authorised Participant(s), will facilitate thecreation and redemption of Blocks of Debentures on its own behalf, or for investors on whosebehalf it has agreed to act, and to facilitate the redemption of Blocks of Debentures on behalf ofthe Company when required.

As at the date of this Prospectus, the Company has concluded an Authorised ParticipantAgreement with SBSA dated 5 March 2014, in terms of which SBSA has been appointed as anAuthorised Participant as part of its responsibilities as Manager.

The Manager will publish from time to time on its web page the names of other AuthorisedParticipants with whom the Company has concluded an Authorised Participant Agreement.

Custody Agreements

The Company concluded the Custody Agreements with JPMorgan Chase Bank, N.A., a nationalbanking association acting through its London branch, as Custodian, on 8 October 2013.

In terms of the Custody Agreements, the Company has appointed the Custodian as its initialcustodian of Platinum, Palladium and Gold.

The Custodian is responsible for safekeeping the physical holdings of Commodities owned by theCompany. Only Authorised Participants may deposit and withdraw Commodities from thecustodial accounts. Any Platinum, Palladium or Gold deposited with the Custodian must meet theapplicable Good Delivery Standards. The Custodian facilitates the transfer of the Commoditiesinto and out of the Company's Unallocated Accounts and is responsible for allocating specificbars of Commodity to the Company’s Allocated Accounts.

Bridge Facility Agreement

In terms of the Bridge Facility Agreement, the Company is entitled to draw down amounts madeavailable to it to maintain its corporate status and to meet its liabilities in respect of managementfees, custodial fees and certain other fees and expenses payable by the Company under theTransaction Documents. The Company will also be able to draw down amounts under the BridgeFacility Agreement to fund any timing mismatches that may arise in relation to the payment ofVAT and the receipt by the Company of VAT input credits from the South African RevenueServices.

13

The aggregate maximum amount that the Company will be entitled to draw down at any point intime under the Bridge Facility Agreement is, as at the date of this Prospectus, ZAR100,000,000.This maximum amount may be reviewed and adjusted from time to time to ensure that theCompany is in a position to meet its VAT and other obligations.

Amounts drawn down by the Company and outstanding under the Bridge Facility Agreementfrom time to time will accrue interest at a rate equal to the SAFEX Overnight Rate or such othermarket-related rate at the time quoted to SBSA’s top tier corporate clients for funding in Randover similar tenors.

All amounts repayable by the Company to SBSA under the Bridge Facility Agreement will bepaid in accordance with the Priority of Payments.

The facility extended under the Bridge Facility Agreement is available for draw down by theCompany for a period of 6(six) months and can be renewed thereafter as required for the purposeof maintaining the Company's Business.

Indemnities and Security Agreements

The Company has granted an Indemnity in favour of each Security Trust, indemnifying thatSecurity Trust against all and any claims, losses and liabilities which that Security Trust maysuffer or incur as a result of or in connection with the Guarantee issued by such Security Trust.

As security for its obligations under each Indemnity, the Company has concluded a SecurityAgreement with each Security Trust, in terms of which the Company has granted Security infavour of the applicable Security Trust over all of the Company's rights, title and interest in and tothe applicable Commodity held in the applicable Allocated Account and Unallocated Account.Upon any enforcement by the applicable Security Trust of its rights under the Security Agreementto which it is a party following the occurrence of an Event of Default, the applicable Security is tobe realised by the Security Trust on behalf of the relevant creditors and to be applied in terms ofthe Priority of Payments.

Other material contracts

Save for the Transaction Documents, no other material contracts have been entered into by theCompany as at the date of this Prospectus.

Non-material contracts

Inspection Agreement: an agreement concluded on 31 July 2013 between the Company and areputable independent inspection company, requiring the inspectors to on no less than 2 (two)occasions annually, independently verify and confirm by way of inspection and testing that theCompany's allocated Commodities are held by the Custodian, and that the allocated Commoditiesare of the quality and quantity as required by the Transaction Documents. The inspectors willreport their findings to the Manager, Fund Administrator and Company’s auditor.

Auditing Agreement: an agreement concluded on 19 June 2013 between the Company and areputable firm of auditors that is required to prepare, sign off and present the Company's annualfinancial statements as being true and correct.

Account Bank Agreement: an agreement concluded on 23 October 2013 between the Companyand SBSA, in its capacity as account bank, in terms of which the Company opens and maintains

14

certain accounts with SBSA in relation to the ETFs, setting out the terms on which such accountsare to be maintained and operated.

1.8 Interest of directors and promoters

No consideration has been paid by the Company to any person to induce that person to become adirector of the Company or in connection with the promotion or formation of the Company.

1.9 Loans

Other than the Debentures (once issued) and the loan under the Bridge Facility Agreement, whichare in each case described in this Prospectus, no material loans have been made to the Companyand no loan capital is outstanding as at the date of this Prospectus.

The Company has not advanced any loan to any person as at the date of this Prospectus.

1.10 Securities issued or to be issued otherwise than for cash

No securities have been issued by the Company to any person for consideration other than cashwithin the 3 (three) years immediately preceding the date of this Prospectus.

1.11 Immoveable Property

The Company does not own, hold or occupy any immovable property or other fixed assets and interms of the memorandum of incorporation of the Company, the Company is prohibited fromacquiring or occupying any immovable property.

1.12 Amounts paid or payable to promoters

SBSA has been appointed in terms of the Management Agreement as both Manager and Sponsorof the Company. In terms of the Management Agreement, the Company will pay to SBSA a feein respect of the management and other services SBSA shall provide as Manager of the Company.

1.13 Preliminary expenses and issue expenses

The aggregate estimated amount to be incurred by the Company in the form of preliminary andissue expenses in relation to the Debentures and the Initial Offer is ZAR 1,164,868.34 made up asfollows and payable to the persons set out below:

Preliminary and issue expenses (Estimated) amount Person to whom payable

Attorneys' feesZAR 1,022,340.00(excluding VAT)

Baker & McKenzie

JSE Documentation and Listingsfees

ZAR 62,528.34 (excludingVAT)

JSE

Reporting accountant feesZAR 80,000.00 (excludingVAT)

PricewaterhouseCoopers

The Manager will bear all of the preliminary fees and expenses in relation to the Debentures, andaccordingly, the Debenture Holders will not have any liability in respect of the fees and expensesrelating to the Initial Offer, save as provided for in the Creation Fee.

7.A.157.A.177.A.197.A.207.A.217.A.227.C.8(c)7.D.9(e)8.11(b)8.11(c)8.11(d)

7.D.67.A.17

7.B.147.B.18

7.B.17(a)7.B.17(b)

15

2. Information about the Offered Securities and the security arrangements

2.1 Purpose of the offer

The main purpose of the Initial Offer is for the Company to raise debt capital in order to acquireGold, Palladium and Platinum as more fully described in this Prospectus. As such it would alsoafford potential investors the opportunity to invest in an ETF evidenced by debt instrumentsreflecting the price of a Commodity from time to time. The minimum amount required to beraised by the Company pursuant to the Initial Offer is ZAR10 million in respect of each ETF.However, should the minimum amount as set out above not be raised, the Company may elect towaive such minimum amount requirement at its sole discretion. The Company is the ultimateborrower of the funds raised pursuant to the issue of the Debentures.

2.2 Time and date of the opening and of the closing of the offer

The Initial Offer opens at 09h00 on the applicable date and closes at 10h00 on the same date. Thesalient times for the Initial Offer in respect of each ETF are as follows:

GOLD ETF

Opening date of the Initial Offer: 3 April 2014

Closing date of the Initial Offer: 3 April 2014

Announcement of Offer Price in respect of Initial Offer: 3 April 2014

Listing date: 7 April 2014

PLATINUM ETF

Opening date of the Initial Offer: 3 April 2014

Closing date of the Initial Offer: 3 April 2014

Announcement of Offer Price in respect of Initial Offer: 3 April 2014

Listing date: 7 April 2014

PALLADIUM ETF

Opening date of the Initial Offer: 19 March 2014

Closing date of the Initial Offer: 19 March 2014

Announcement of Offer Price in respect of Initial Offer: 19 March 2014

Listing date: 24 March 2014

7.C.1

7.C.8

7.C.4

7.C.4

7.C.4

16

2.3 Particulars of the offer

Debentures

The Debentures will be issued by the Company in the form of fully paid up and freelytransferable debentures as contemplated in the Companies Act. The AfricaPlatinum Debentureswill be subject to the terms and conditions set out in the Debenture Conditions attached to thisProspectus as Annexure A, the AfricaGold Debentures will be subject to the terms and conditionsset out in the Debenture Conditions attached to this Prospectus as Annexure B and theAfricaPalladium Debentures will be subject to the terms and conditions set out in the DebentureConditions attached to this Prospectus as Annexure C.

The Debentures will not bear interest and, in respect of each Class of Debentures, will rank paripassu amongst each other. A Debenture will only evidence the financial indebtedness of theCompany to the relevant Debenture Holder (the amount of which will be dependent on the valueat any point in time of the Reference Quantity of the relevant Commodity to which suchDebenture is linked) and will not grant or constitute any ownership, right or beneficial or otherinterest in or to any underlying Commodity. A Debenture Holder will, accordingly, not have oracquire any ownership, right or beneficial or other interest in or to any underlying Commodityheld by the Company from time to time.

Secured

The Debentures will constitute senior, secured obligations of the Company.

Enforcement

After the Security Trust has given an Enforcement Notice to the Company, declaring theDebentures to be due and payable, the Security Trust shall realise the relevant Security granted infavour of it and use the funds recovered from such realisation to make payments to the relevantcreditors (including the relevant Debenture Holders) in the order of the Priority of Payments andon the basis that a creditor that ranks subsequent to any other creditors in the Priority of Paymentswill not be paid unless and until all creditors which rank prior to it in the Priority of Paymentshave been paid all the amounts then due and payable to them by the Company in full. In the eventthat the Security Trust is sequestrated or fails to act with 90 (ninety) days from the occurrence ofan Event of Default, the creditors can deliver an Enforcement Notice to the Company and proceedagainst the Company directly.

Security Structure

The Debentures will be obligations of the Company only. In relation to each Debenture, thePriority of Payments will apply, and creditors of the Company (including the Debenture Holders)will be paid in accordance with the priority set out in the relevant Priority of Payments. Inrelation to each ETF, a separate Security Trust has bound itself under the Guarantee given bysuch Security Trust to each Debenture Holder and other creditors in respect of that ETF. Pursuantto such Guarantee, the Security Trust will undertake in favour of each Debenture Holder andcreditor to pay to it the full amount then owing to it by the Company, if an Event of Defaultshould occur, in accordance with the relevant Priority of Payments. The maximum aggregateliability of a Security Trust pursuant to the Guarantee issued by it will, however, be limited to theaggregate proceeds realised by the Security Trust from the enforcement of the Security granted in

7.C.2(a)7.C.3(a)7.C.3(b)

7.C.2(e)7.C.2(f)

17

favour of it. Payment of amounts due by the Security Trust pursuant to the Guarantee will bemade strictly in accordance with the Priority of Payments, such that Debenture Holders andcreditors in respect of a particular ETF will be paid all amounts then due and payable to themfrom proceeds realised by the relevant Security Trust upon enforcement of its rights under theSecurity Agreement to which it is a party and hence from the linked Commodity that such ETFreferences.

Number of securities to be issued

The Initial Offer comprises an offering of:

AfricaPlatinum Debentures referencing a maximum of 50,000 fine troy ounces ofPlatinum, at the Offer Price for AfricaPlatinum Debentures; and

AfricaGold Debentures referencing a maximum of 50,000 fine troy ounces of Gold, at theOffer Price for AfricaGold Debentures; and

AfricaPalladium Debentures referencing a maximum of 10,000 fine troy ounces ofPalladium at the Offer Price for AfricaPalladium Debentures,

to qualifying investors in South Africa. The Company reserves the right (at its sole discretion) toincrease or decrease the maximum fine troy ounces of the relevant Commodity referenced by anyClass of Debentures for purposes of the Initial Offer.

The Debentures will be issued in denominations linked to the value of the Initial Quantity of therelevant Commodity in accordance with the Debenture Conditions attached to this Prospectus asAnnexure A in respect of AfricaPlatinum Debentures the Debenture Conditions attached to thisProspectus as Annexure B in respect of AfricaGold Debentures and the Debenture Conditionsattached to this Prospectus as Annexure C in respect of AfricaPalladium Debentures.

Following the Initial Offer, there is no limit to the number of Debentures to be issued (which willbe at the sole discretion of the Company, save that the Company may not, without furtherapproval by the South African Reserve Bank, issue Debentures referencing more than 1 000 000ounces of any Commodity. The Company reserves the right to limit the number of Debentures tobe created depending on the prevailing market conditions and the availability of any Commodity.Further details in relation to Subsequent Issues of Debentures are set out in Section 4.2(Subsequent creations).

The creation and redemption feature of the Debentures enables new Debentures to be created andfor existing Debentures to be redeemed at any time.

Offer Price

The Offer Price for each Debenture will be based on the value of the Initial Quantity of therelevant Commodity to which that Debenture is linked as at the Issue Date thereof. Accordingly,any increase in the price of the relevant Commodity between the date of this Prospectus and theIssue Date of a Debenture will result in an increase in the Offer Price.

The Offer Price is expected to be in the region of ZAR130 to ZAR170 per AfricaPlatinumDebenture, ZAR60 to ZAR90 per AfricaPalladium Debenture and ZAR120 to ZAR150 perAfricaGold Debenture. However, there is no guarantee that the price of the relevant underlyingCommodity will not change between the date of this Prospectus and the Issue Date of the relevantDebentures. Any change in the price of the relevant underlying Commodity will affect the Offer

7.B.2(a)7.C.2(d)

7.C.2(c)7.A.14

18

Price, which may be higher or lower than the range set out above. The actual Offer Price for theAfricaPlatinum Debentures, the AfricaPalladium Debentures and the AfricaGold Debentures as atthe Issue Date thereof will be published on SENS.

Other conditions of offer

The full Offer Price for each Debenture is payable in full, in Rand, without any deduction or set-off on the Issue Date of such Debenture.

A Debenture will only be issued if the Conditions to Issue have been fulfilled.

Details of the procedures for the application for Debentures are set out in Section 4 (AdditionalMaterial Information) of this Prospectus.

Redemption

A Debenture Holder may, by delivering a Redemption Notice to the Company in the prescribedform, redeem a Debenture held by it at any time, provided that a Debenture may only beredeemed on a Trading Day and as part of 1 (one) or more Blocks. A Debenture Holder isrequired to give the Company not less than 5 (five) Trading Days’ notice of such redemption inline with the JSE settlement cycles. Any Redemption Notice delivered by a Debenture Holder isirrevocable and a Debenture Holder will be obliged to redeem its Debenture following thedelivery of such notice.

The Company is entitled to require the redemption of the Debentures issued in relation to an ETFif:

any of the Transaction Documents become illegal or unenforceable and such illegality orunenforceability cannot be remedied through reasonable measures; or

as a result of any change to or amendment of the application or interpretation of anyexisting or future law:

o the Company is required to make any withholdings or any deduction frompayments to be made under the Debentures and such requirement cannot beavoided through reasonable measures available to the Company; or

o there is otherwise a change to the Tax structure of that ETF, which increases theCompany's Tax burden; or

the Company is unable to find a suitable custodian to hold its physical holding of theCommodity which that ETF references; or

if at any time after the first anniversary of the first Issue Date of the Debentures issued inrelation to that ETF, the NAV of that ETF is less than ZAR500 000 000; or

the Debentures issued in relation to that ETF are delisted.

In any such eventuality, the Company is required to give the Debenture Holders in relation to thatETF not less than 30 (thirty) days’ and not more than 90 (ninety) days’ notice of such redemption.The Company is also entitled to redeem Debentures held by a specific Debenture Holder in theevent that the Company is reasonably of the view that the investment by such Debenture Holderin the Debentures may result in the Company falling foul of the provisions of the FinancialIntelligence Centre Act, 38 of 2001 (as amended), or any other Applicable Law.

7.C.2(g)

19

Upon the occurrence of an Event of Default, the Company will advise the Debenture Holders ofthe occurrence of such event and will, if requested to do so by Debenture Holders by anExtraordinary Resolution to that effect, be obliged to redeem all the Debentures at theirRedemption Value at the date of the occurrence of such Event of Default.

Further details of the procedures for the redemption of Debentures are set out in Section 4(Additional Material Information) of this Prospectus.

20

3. Statements and Reports Relating to the Offer

3.1 Adequacy of capital

The directors of the Company are of the opinion that, after the issue of the Debentures, the issuedcapital of the Company together with the amount to be raised pursuant to the Initial Offer, will beadequate for the purposes of the business of the Company as described in this Prospectus for atleast 12 (twelve) months after the date of this Prospectus.

3.2 No material changes

As the Company is a newly incorporated Company and has not yet been in existence for a fullfinancial year, it does not yet have any annual financial statements. Accordingly, there has beenno material change in its financial and trading position.

3.3 Listing on stock exchange:

The JSE has approved the listing of:

the AfricaPlatinum Debentures in the “Exchange Traded Funds” sector of the JSE listunder the abbreviated name "AfricaPLT", symbol "ETFPLT" and ISIN CodeZAE000182556; and

the AfricaGold Debentures in the "Exchange Traded Funds" Sector of the JSE Listunder the abbreviated name "AfricaGLD", symbol "ETFGLD" and ISIN Code"ZAE000182523" and

the AfricaPalladium Debentures in the "Exchange Traded Funds" Sector of the JSE Listunder the abbreviated name "AfricaPLD", symbol "ETFPLD" and ISIN Code"ZAE000182531".

The listing of the Debentures is expected to be effective from:

in respect of the Platinum ETF, the commencement of business on 7 April 2014;

in respect of the Palladium ETF, the commencement of business on 24 March 2014; and

in respect of the Gold ETF, the commencement of business on 7 April 2014.

3.4 No business undertaking to be acquired

No part of the proceeds of the issue of the Debentures or any other funds are to be applieddirectly or indirectly by the Company towards the purchase of any business undertaking.

3.5 No subsidiaries to be acquired

No part of the proceeds of the issue of the Debentures are to be applied in any manner, whetherdirectly or indirectly, resulting in the acquisition by the Company of securities of any otherjuristic person, with the direct or indirect result that the other juristic person will become asubsidiary of the Company. In terms of the Company's memorandum of incorporation, theCompany is prohibited from acquiring any subsidiaries.

7.B.18,7.B.19,7.C.8(a),7.D.9(a) -(g)

7.B.18,7.C.8(a)

21

3.6 Financial informaiton by auditor of company

The Issuer is a newly incorporated company and after due and careful enquiry and consideration,carried out without the involvement of the auditors of the Issuer, the board of directors of theIssuer is satisfied that there has been no material change in the financial or trading position of theIssuer since the date of the Issuer’s incorporation.

PricewaterhouseCoopers, as auditors of the Company, have confirmed that the issue ofDebentures as described in this Prospectus complies in all respects with the Commercial PaperRegulations, and that their review did not reveal anything which indicates that the issue ofDebentures issued under the Prospectus will not comply in all respects with the relevantprovisions of the Commercial Paper Regulations.

7.E.17.E.2

22

4. Additional Material Information

4.1 Procedures for Applications in respect of the Initial Offer

Pre-requisite for investing

In order to invest in Debentures, prospective investors are required to have opened a stockbrokingaccount or an account with a CSDP and to have complied with their FICA obligations in respectthereof.

How much can I invest?

Applications for Debentures must be based on the total quantity of the relevant Commodity whichthe Debentures applied for reference or the total monetary amount an Applicant wishes to investin Debentures.

The minimum application in the case of cash subscriptions is ZAR1,000,000 and in the case of inspecie subscriptions is 1000 fine troy ounces of the relevant Commodity and there is nomaximum application. In specie applications must be subscribed for in 1 (one) or more Blocks.All cash applications must be in multiples of ZAR500,000.

How do I invest?

A prospective investor wishing to subscribe for Debentures must deliver a completed Applicationto his or her broker, Authorised Participant or a Market Maker to be submitted on his or herbehalf.

Debentures can be subscribed for in cash or in specie. However, only Qualifying Applicants mayapply to subscribe for Debentures in specie.

In the case of:

cash subscriptions, the Applicant should indicate in his or her Application that suchapplication is for a cash subscription for Debentures; or

in specie subscriptions, the Qualifying Applicant should indicate in his or herApplication that such Application is for an in specie subscription of Debentures.

An Applicant should deliver his or her Application to his or her broker, Authorised Participant, aMarket Maker or the Participating Broker by electronic means for submission to the Company'sCSDP.

An Applicant, by instructing its broker, Authorised Participant the Market Maker or theParticipating Broker to submit an Application, will be deemed to have offered to acquire themaximum number of Debentures that may be applied for with the relevant Rand amount orquantity, as applicable, specified in the Application. All applications for the Initial Offer will bemade on the terms and conditions set out in this Prospectus and the annexures hereto. Applicationmay only be made for Debentures in Dematerialised form and Applicants may be called upon forevidence of their authority or capacity to apply for Debentures.

23

Payments and delivery

For cash subscriptions, each Applicant is required to pay the full subscription price specified inhis or her Application when submitting an Application.

For in specie subscriptions, each Qualifying Applicant is required to deposit the amount of therelevant Commodity specified in his or her Application into the Company's Unallocated Accountwith the Custodian (together with an instruction to the Custodian to deliver that the relevantCommodity to the Company's Allocated Account should his or her application be successful) atthe same time that the Qualifying Applicant submits his or her Application to his or her broker orthe Market Maker. Any Commodity deposited by a Qualifying Applicant into the Company'sUnallocated Account must be Locally Sourced.

Each Qualifying Applicant in respect of in specie subscriptions will also be required to provide,with its Application, confirmation that it is in possession of all necessary licenses, consents andapprovals to buy, own and be in possession of and/or otherwise deal in the relevant Commodityto which the Debentures applied for are linked.

Investors should be aware that, should their Applications be successful, the applicable CreationFee will be deducted from any payment accompanying their Application and, accordingly, onlythe net amount will be invested in Debentures. In respect of in specie subscriptions, Applicantsare required to pay the relevant Creation Fees in cash, which payment must accompany theirApplication. Please see Section 4.8 (Creations and Redemption Fees) below for further detail inrelation to the Creation Fee.

Representative

Any person applying for or accepting an offer of Debentures on behalf of another shall be deemedto have represented to the Company that such person is duly authorised to do so and warrants thatit and the purchaser for whom it is acting as agent is duly authorised to do so in accordance withall Applicable Laws and such person guarantees the payment of the Offer Price and that a copy ofthis Prospectus was in the possession of the relevant purchaser for whom it is acting as agent.

Allocation

The basis of allocation of the Debentures in the Initial Offer will be determined by the Managerand Fund Administrator after consultation with the Company. Applications may be accepted orrejected in whole or in part and therefore Applicants may receive no Debentures or fewerDebentures than envisaged by the Applicant when making his or her application. Applicationsmay be rejected for non-compliance with the Financial Intelligence Centre Act, 38 of 2001, forfailure to comply with the time periods for applications stipulated in this Prospectus and in theevent of over subscription. However, a successful Applicant will not receive an allocation of alesser number of Debentures than any other successful Applicant that applied for the same or alesser number of Debentures.

If no part of an application is accepted, all of the relevant Commodity deposited and/or moneypaid on application will be returned without interest. If an application is accepted in part only:

in respect of applications for cash subscriptions, the balance of the money paid onapplication will be returned by electronic funds transfer and accordingly each Applicant isrequested to specify a bank account for such purpose in its Application. The bank

24

account specified must be that of the Applicant and no third party payments will be made.The relevant Applicant will bear the risk of loss in relation to any funds returned; and

in respect of applications for in specie subscriptions, the balance of the relevantCommodity deposited will be returned through the Custodian. The relevant Applicantwill bear the risk of loss in relation to any funds or Commodity returned.

(a) Applications for Cash

Letters of Allocation and Confirmation

Following the close of the Initial Offer, the Company will issue Letters of Allocation orconfirmation via electronic mail message to the successful Applicants in respect of thesubscriptions received from such successful Applicants. The Letters of Allocation will not belisted on the JSE and will not be transferable. However, such Applicants’ statements at theCentral Securities Depository will reflect the holding specified in these Letters of Allocation.

Issue of Debentures

Applicants will be informed of the number of Debentures allocated to them by their CSDP,broker or Authorised Participant (as may be applicable). Debentures will then be issued to holdersof the Letters of Allocation in accordance with the number of Debentures allocated as describedabove.

If, after an Applicant's application for Debentures is accepted, there is a surplus subscriptionamount that is insufficient to purchase a Debenture, the balance of the money paid by theApplicant in excess of ZAR1000 will be returned to the Applicant without interest. Amounts lessthan ZAR1000 will be used to defray expenses incurred by the Company. If, after the issue of theDebentures under the Initial Offer, it transpires that an Applicant’s cash subscription (net of theCreation Fee) is not an exact multiple of the Offer Price under the Initial Offer, then the Applicantshall be issued with so many Debentures as may be fully paid-up out of his or her subscriptionallocation (less the Creation Fee) and the balance of the Applicant’s cash will be returned to theApplicant without interest, after applying the first ZAR1000 to defray expenses of the Company.Such amounts returned shall be paid by electronic funds transfer and accordingly each Applicantis required to specify its bank account details for such purpose in its Application. The bankaccount specified must be that of the Applicant and no third party payments will be made. TheApplicant bears the full risk of loss.

Applicant's CSDP

Each Applicant must, as soon as possible after the issue of the Letters of Allocation, forward toits CSDP or broker all information required by that CSDP or broker and must instruct its CSDPor broker to pay against the issue of the Letters of Allocation the aggregate Offer Price to thedesignated account of the Company or Authorised Participant. Such information and instructionsmust be confirmed to the Applicant’s CSDP or broker.

Accordingly, each Applicant must (together with its Application) place its funds with its CSDP ormake other necessary arrangements to enable its CSDP to make payment against the issue of theLetters of Allocation in accordance with the Applicant’s agreement with its CSDP.

The Applicant’s CSDP must commit in the Central Securities Depository System to the receipt ofthe Debentures against payment free of value.

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Issue

On the Issue Date, which is expected to be the next Business Days after the closing date of theInitial Offer, the Debentures will be credited to the Applicant’s CSDP or broker upon payment ofthe Central Securities Depository settlement loans which occur throughout the day.

(b) Applications In Specie

Blocks

Qualifying Applicants subscribing for Debentures in specie will be obliged to subscribe forDebentures in 1 (one) or more Blocks and will be required to deposit the relevant Commoditywith the Custodian together with an instruction that such Commodity is to be transferred to theUnallocated Account of the Company.

Determination of Debentures to be issued

Prior to the close of trading on the Trading Day preceding the Issue Date in respect of the InitialOffer, the Fund Administrator (or its duly appointed agent) will determine and specify thenumber of Debentures to be issued for the following Trading Day. The computation is made bythe Fund Administrator as promptly as practicable based on the London AM Fix Price for Gold,Platinum and Palladium, as applicable.

If an Application is accepted, the Qualifying Applicant will receive an acknowledgmentconfirming that the Application has been accepted. Qualifying Applicants will be informed of thenumber of Debentures allocated to them by their CSDP, Authorised Participant or broker (asapplicable). If, after the application is accepted, there is a surplus subscription amount (beingeither in the form of the relevant Commodity or cash) the balance of the relevant Commodity orCreation Fees paid by the Applicant, in excess of ZAR1000, will be returned to the QualifyingApplicant, without interest. Amounts less than ZAR1000 will be used to defray the expensesincurred by the Company. If, after the issue of the Debentures under the Initial Offer, it transpiresthat a Qualifying Applicant’s subscription (net of the Creation Fee) is not an exact multiple of theOffer Price under the Initial Offer, then the Qualifying Applicant will be issued with so manyDebentures as may be fully paid out of the subscription allocation (less the Creation Fee) and thebalance of the Qualifying Applicant’s cash and/or the relevant Commodity (as may be applicable)will be returned to the Applicant without interest, after applying the first ZAR1000 to defrayexpenses of the Company.

Applicant's CSDP

Each Qualifying Applicant must, as soon as possible after being informed by its CSDP,Authorised Participant or broker that its Application has been successful, whether in whole or inpart, forward to its CSDP or broker all information required by that CSDP or broker and mustinstruct the Custodian to deliver to the Company that quantity of the relevant underlyingCommodity as is necessary to set-off against the Offer Price to the Allocated Account of theCompany. Such information and instructions must be confirmed by the Qualifying Applicant’sCSDP or broker by no later than the close of trading on the Trading Day prior to the Issue Date.

Accordingly, each Qualifying Applicant must (together with its Application) ensure that its CSDPcommits in the Central Securities Depository's System to receipt of the Debentures againstconfirmation of the transfer of the relevant Commodity to the Company.

26

Issue

On the Issue Date, the Debentures will be credited to the Qualifying Applicant’s CSDP or brokerupon payment of the Central Securities Depository settlement loans which occur throughout theday.

4.2 Subsequent creations

The Company creates and redeems Debentures on a continuous basis but only for whole Blocks.The Company reserves the right to limit the number of Debentures to be created depending on theprevailing market conditions and the availability of any Commodity. Any person wishing tosubscribe for Debentures after the Initial Offer can do so by contacting an Authorised Participant.As of the date of this Prospectus, SBSA has been appointed as Authorised Participant. A list of allthe approved Authorised Participants will be published on the website of the Manager on behalfof the Company. In respect of any Subsequent Issue of Debentures, only an AuthorisedParticipants may deposit, subscribe for and receive Blocks of Debentures in specie after havingdeposited the relevant Commodity with the Custodian for the benefit of the Company. TheTransfer Agent will deliver the appropriate number of Blocks to the CSDP account of thesubscribing Authorised Participant. Allocated Commodity deposited with the Custodian byAuthorised Participants must meet the applicable Good Delivery Standards and must be LocallySourced. Unallocated Commodity deposited with the Custodian by Authorised Participants mustbe Locally Sourced. Authorised Participants arerequired to provide the necessary proof, at therequest of the Company, that the Commodity was Locally Sourced (including such requireddocumentary proof necessary for verification of origin or the assay stamp of a refiner situated inSouth Africa). If the Authorised Participant does not have an account with the Custodian, but withanother clearer or custodian, it must ensure that delivery of the Commodity to the Custodian fromsuch clearer or custodian is executed.

Before making a deposit, the Authorised Participant must deliver to the Manager and the TransferAgent an electronic purchase order indicating the relevant information, including the number ofBlocks it intends to acquire. The Block Commodity Amount is determined by the NAV of therelevant ETF on the date the Transfer Agent receives the order. Orders received by the Managerand the Transfer Agent on or after 09h00 on a Trading Day, or on a day other than a Trading Day,shall be deemed to be received at the opening of business on the immediately succeeding TradingDay. The Company has entered into Custody Agreements with the Custodian which containarrangements for the relevant Commodity to be delivered in London, England, or at other locationthat may be authorised in the future.

The amount of Commodity required to be deposited with the Custodian for the creation of aBlock changes from day to day. At initial issue, each:

Block of AfricaGold Debentures represented 1,000 ounces of Gold; and

Block of AfricaPlatinum Debentures represented 1,000 ounces of Platinum; and

Block of AfricaPalladium Debentures represented 1,000 ounces of Palladium.

On each Trading Day, the Fund Administrator adjusts the Block Commodity Amount for a Blockof Debentures in respect of each Class of Debentures as appropriate to reflect sales of the relevantCommodity and accrued expenses. The computation is made by the Fund Administrator aspromptly as practicable based on the London AM Fix Price for Gold, Platinum or Palladium, asapplicable. The Fund Administrator determines the Block Commodity Amount for a given

27

Trading Day by multiplying the NAV of the relevant ETF by the number of Debentures in eachBlock (ie, 100,000) less accrued expenses and dividing the resulting product by that day’s LondonAM Fix Price for Gold, Platinum or Palladium, as applicable, multiplied by the ruling Rand/USDollar exchange rate quoted by Bloomberg or such other reputable source at the time of the startof the London AM Fix Price, determined by the Fund Administrator and confirmed by theManager. Fractions of a fine ounce of the relevant Commodity smaller than 0.001 fine ounce aredisregarded for purposes of the computation of the Block Commodity Amount for a Class ofDebentures. The Block Commodity Amount for a Class of Debentures so determined iscommunicated to all Authorised Participants, and available on the Manager’s website for theDebentures, being: www.standardbank.co.za/cib.

4.3 Procedures for Redemption

A Debenture Holder may, by delivering a Redemption Notice to the Company through anAuthorised Participant, its CSDP, its broker or the Participating Broker in the prescribed form,redeem a Debenture held by it at any time, provided that a Debenture may only be redeemed on aTrading Day on the JSE and as part of 1 (one) or more Blocks. Authorised Participants, acting onauthority of the Debenture Holder, may surrender 1 (one) or more Blocks in exchange for thecorresponding Block Commodity Amount as calculated by the Fund Administrator.

A Debenture Holder is required to give the Company not less than 5 (five) Trading Days’ noticeof such redemption.

All Debentures will be redeemed at their Redemption Value as at the Redemption Date thereof inaccordance with the Priority of Payments. The Redemption Value in respect of a Block will becalculated having regard to the Sale Proceeds realised (in the event where a Delivery Option isnot exercised) or the Sale Proceeds that would have been realised at the London AM Fix Price (inthe event of an exercise of a Delivery Option) through the sale by the Authorised Participant (onbehalf of the Company) of the Block Commodity Amount on the relevant Redemption Datethereof. Fractions of a fine ounce of Commodity included in the Block Commodity Amountsmaller than 0.001 of a fine ounce are disregarded. Any premium or discount incurred orobtained by the Company, as applicable, to the London AM Fix Price, will be passed on to therelevant Debenture Holder in the event where a Delivery option is not exercised. The ReferenceQuantity of a Debenture on redemption will be less than the Initial Quantity as it will take intoaccount the Monthly Charge for the relevant ETF.

All redemptions of Debentures will be conducted in compliance with the JSE ListingsRequirements. Redemptions may be suspended (i) during any period in which regular trading onthe JSE is suspended or restricted or the exchange is closed (other than scheduled holiday orweekend closings), or (ii) during an emergency as a result of which delivery, disposal orevaluation of Commodity is not reasonably practicable.

Redemption Notice

Should a Debenture Holder wish to redeem its Debentures in accordance with the DebentureConditions, the Debenture Holder will be required to deliver a Redemption Notice to theAuthorised Participant, its CSDP, its broker or the Participating Broker who shall on-deliver suchRedemption Notice to the Manager and the Transfer Agent. The Redemption Notice mustindicate the number of Blocks that are to be redeemed and must state the date on which suchredemption is to take place.

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Redemption Notices that are received by the Company’s CSDP prior to 09h00 on any TradingDay will be deemed to have been received on and will be dealt with on that Trading Day.Redemption Notices received after that time will be deemed to have been received on and will bedealt with on the succeeding Trading Day.

Redemptions will be settled 5 (five) Trading Days following the date on which a validRedemption Notice is lodged with the Manager and the Transfer Agent and the Redemption Datespecified in such Redemption Notice.

Any Redemption Notice delivered by a Debenture Holder is irrevocable and a Debenture Holderwill be obliged to redeem its Debenture following the delivery of such notice.

Payments on Redemption

All monies paid out by the Company pursuant to the redemptions of Debentures will be paid inaccordance with the Priority of Payments.

Where the Delivery Option (as described below) is not exercised simultaneously with theredemption of Debentures, the Authorised Participant shall sell the relevant Block CommodityAmount on behalf of the Company in the spot market. Any premium or discount incurred orobtained, as applicable, to the London AM Fix Price will be passed on to the relevant DebentureHolder.

The Sale Proceeds will be converted into Rand at the ruling Rand/US Dollar exchange rate quotedby a reputable source determined by the Authorised Participant on the relevant Redemption Date.The Authorised Participant will (on behalf of the Company) deduct the Redemption Fee from theSale Proceeds of the relevant Commodity and, after the deduction of such fee, will utilise the SaleProceeds to pay (on behalf of the Company) the Redemption Value to the Debenture Holderwithin 5 (five) Business Days of the later of the receipt by the Transfer Agent of the relevantRedemption Notice or the Redemption Date specified in such Redemption Notice. Further detailsof the Redemption Fee are set out in Section 4.8 (Creation and Redemption Fees) below.

Debenture Holders will be required to pay all Taxes associated with the sales of any Commodity(and associated sales or purchases of currency, if any) and these amounts will generally bededucted in calculating the Sale Proceeds. The amount of Taxes payable will depend on the taxstatus of the Debenture Holder in question.

Delivery of physical Commodity

Any Qualifying Debenture Holder will have the right and option, upon the redemption of his orher Debentures, to require the Company to sell to the Qualifying Debenture Holder the ReferenceQuantity of the relevant Commodity as at the Redemption Date thereof.

A Qualifying Debenture Holder who elects to exercise a Delivery Option:

(a) must have opened a Nominated Account with the Custodian or such other custodian, intowhich the Company via its Custodian is able to transfer the relevant Sale Commodity onthe Delivery Date;

(b) will have the relevant Sale Commodity transferred to its Nominated Account on theDelivery Date by the Company instructing the Custodian to credit the Sale Commodity tothe Nominated Account of the relevant Qualifying Debenture Holder; and

29

7.B.2(i)7.C.2(b)

(c) will be obliged to pay to the Company the Redemption Fee and any Taxes (includingVAT) payable on the purchase price of the Sale Commodity in cash.

The obligation of the Company to pay the Redemption Value of the relevant number ofDebentures to such Qualifying Debenture Holder on the relevant Redemption Date will be set-offagainst the obligation of the relevant Qualifying Debenture Holder to effect payment to theCompany of the purchase price for the Sale Commodity on the same Redemption Date.

4.4 Buying and selling in the secondary market

Prospective investors or Debenture Holders, as the case may be, can acquire or dispose ofDebentures through secondary market purchases or sales at a member of the JSE. In this regard,prospective investors and Debenture Holders should contact a JSE broker who will be willing andable to assist in the purchase or sale of Debentures. These purchases or sales will be effected atthe current market price of the Debentures, plus a brokerage fee which is negotiable with thebroker.

Other costs may be levied by the broker of a prospective investor or Debenture Holder. Thesecosts are for the account of the investor or the Debenture Holder, as the case may be.

Should a potential investor or Debenture Holder not have a broker, a list of JSE members thatmay be able to assist such potential investor or Debenture Holder may be found on the JSE’swebsite: www.jse.co.za or such potential investor can contact the Participating Broker on+27 11 384 2000 or via email at [email protected].

Since the Debentures will be listed, it should be possible to trade the Debentures through thesecondary markets at any time during market hours (being 09h00 until 17h00) on Trading Daysgiven normal trading conditions.

Given that the Debentures will only be issued in Dematerialised form, any trades will be settledthrough the Central Securities Depository.

To the extent that the Market Maker holds Debentures, it could sell Debentures to a prospectiveinvestor. Alternatively, the Market Maker could purchase Debentures from a Debenture Holder.

4.5 Dematerialisation

All Applicants should note that the Debentures will only be issued by the Company to successfulApplicants in Dematerialised form. Therefore, all Applicants must appoint a CSDP directly orthrough a broker to receive and hold the Debentures on their behalf.

Should any Debenture Holder require a physical certificate for its Debentures, he or she shouldcontact his or her broker or CSDP to convert his or her Debentures into Certificated Debentures.Debenture Holders should note that there are risks associated with holding Debentures incertificated form, including the risk of loss or tainted scrip, which are no longer covered by theJSE Guarantee Fund. All Debenture Holders who elect to convert their Debentures intoCertificated Debentures should realise that they will have to dematerialise their Debenturesshould they wish to trade them under the terms of the Central Securities Depository.

After receiving a notice from the Central Securities Depository or the Company's CSDP that aDebenture Holder wishes to convert all or part of its Debentures to Certificated Debentures, theRegister will be updated to reflect that the relevant Debentures are held as CertificatedDebentures. The Company will, within 10 (ten) Business Days (or 20 (twenty) Business Days in

30

the case of Debenture Holder resident outside of South Africa) prepare and deliver to theDebenture Holder a Certificate in respect of those Certificated Debentures and will notify theCentral Securities Depository that the Debentures are no longer held in Dematerialised form. TheCompany may charge a Debenture Holder a reasonable fee to cover the actual costs of issuing aCertificate.

Each Applicant’s duly appointed CSDP or broker will receive the Debentures on its behalfagainst receipt of the Offer Price by the Applicant’s CSDP or, in the case of in speciesubscriptions, receipt of confirmation by the Company from the Custodian that the relevantCommodity has been deposited in the Company's Allocated Account.

4.6 Strate [18(b)]

The Debentures may only be traded on the JSE in electronic or Dematerialised form and will betrading for electronic settlement in terms of the Central Securities Depository's Systemimmediately following the listing. The Central Securities Depository's System is a system of“paperless” transfer of securities. If you have any doubt as to how it works, please consult yourbroker, CSDP or other appropriate advisor and you are referred to the Central SecuritiesDepository's website at www.strate.co.za. Some of the principal features of the Central SecuritiesDepository's System are as follows:

- electronic records of ownership replace certificates and physical delivery of certificates;

- trades executed on the JSE must be settled within 5 (five) Business Days;

- all investors owning securities or wishing to trade their securities on the JSE are required toappoint either a broker or a CSDP to act on their behalf and to handle their settlementrequirements; and

- unless investors owning Dematerialised securities specifically request their CSDP to registerthem as an “own name” holder (which entails a fee), the CSDP or broker holding securitieson their behalf will be the registered holder of the relevant security and not the investor.Subject to the agreement between the investor and the CSDP or broker, generally in terms ofthe Central Securities Depository's System, the investor is entitled to instruct the CSDP orbroker as to how it wishes to exercise the rights attaching to the securities as regard to votingat any relevant meetings.

All costs incurred in respect of secondary market trades will be for the account of the relevantDebenture Holder.

4.7 Monthly Charge

On and with effect from the first Issue Date, the Company will deliver an amount of Commodityto the Manager, who will sell the relevant Commodity at the end of each month in an amountequal to the Monthly Charge in respect of each ETF and will use the proceeds of such sale to paythe Company's fees and expenses and for the Company to declare and pay dividends to itsshareholder. The Monthly Charge in respect of an ETF will accrue daily on all the Company'sholdings from time to time in excess of 1,000 fine troy ounces of the relevant Commodity whichthat ETF references, calculated at the applicable rate set by the Company, which will initially be0.30% per annum (excluding VAT) for the Gold ETF and the Platinum ETF and 0.35% perannum (excluding VAT) for the Palladium ETF. The Monthly Charge in respect of each ETF willbe deducted monthly in arrears. The Monthly Charge in respect of each ETF will be used to pay,

31

inter alia, fees to the Custodian, the Fund Administrator and the Manager and to pay dividends tothe Company's shareholder, which dividends will be equal to the remainder of the MonthlyCharge after all such fees and expenses have been deducted. Accordingly, the Initial Quantityand Reference Quantity of the relevant Commodity of the Debentures will reduce each day as theMonthly Charge in respect of the ETF that references that Commodity accrues.

Should the fees and expenses of the Company be higher than anticipated, the Monthly Charge inrespect of each ETF may be varied by the Company at any time on 90 (ninety) days’ prior noticethrough SENS, provided that should the Company be or become obliged to pay any amount inrespect of Taxes on short notice, only 30 (thirty) days’ prior written notice of the variation of theMonthly Charge in respect of each ETF shall be required.

4.8 Creation and Redemption Fees

A Creation Fee will be charged to each Applicant for a single creation of a Block(s) ofDebentures, regardless of the number of Blocks, which Creation Fee will (subject to variation asfurther detailed below) be equal to R5,000 (excluding VAT). Payment of the Creation Fee will bededucted from the subscription monies for the Debentures and, in the case of in speciesubscriptions, will be required to be paid to the Company in cash as a Condition to Issue.

The Company will also charge a Redemption Fee to each Debenture Holder exercising its right tohave all or some of its Debentures redeemed. Such Redemption Fee will be equal to R5,000(excluding VAT) for any single redemption of Debentures, regardless of the number ofDebentures being redeemed. In addition, if the Company exercises its rights to require theredemption of some or all of the Debentures in accordance with the Debenture Conditions, it willcharge each Debenture Holder a Redemption Fee equal to R5,000 (excluding VAT).

The Company may waive or vary the Creation Fees or Redemption Fees payable on a case bycase basis as required. The Company reserves the right to vary Creation Fees or Redemption Feesof each ETF, at is sole election, including to take into account for annual inflationary increasesand actual cost increases incurred by the Company, at any time on 90 (ninety) days’ prior noticethrough SENS.

No Creation Fees or Redemption Fees will be charged to investors who buy and sell theDebentures on the secondary market.

4.9 Applicable Law

The Initial Offer, Applications and acceptances will be governed by, construed and interpreted inaccordance with the laws of South Africa and each Applicant will be deemed, by applying forDebentures to have consented and submitted to the jurisdiction of the South Gauteng High Court,Johannesburg (or any successor thereto) in relation to all matters arising out of or in connectionwith the Initial Offer.

32

7.D.11

7.B.157.C.16(d)7.C.16(e)

19.58(b)(v)

5. Additional Matters

5.1 Consents

The financial advisors, arranger, market maker, auditors, transfer agent, attorneys, sponsor, fundadministrator, manager, CSDP, company secretary and commercial bankers have consented inwriting to act in their capacities stated and to their names being stated in this Prospectus and noneof these consents has been withdrawn prior to the issue of this Prospectus.

5.2 Legal proceedings

There are no legal or arbitration proceedings of which the Company is aware (including anyproceedings which are pending or threatened) which have or may have a material effect on theCompany's financial position.

5.3 Market making

SBSA has been appointed by the Company as Market Maker for each ETF and will beresponsible for establishing and maintaining the secondary market in the Debentures.

5.4 Going concern

The Company is a going concern and the Company can in all circumstances be reasonablyexpected to meet all of its commitments as and when they fall due, including under theDebentures.

5.5 Commercial Paper Issued

As at the date of this Prospectus, apart from any issue of Debentures described in this Prospectusthe Company has not issued any commercial paper (as that term is defined in the CommercialPaper Regulations).

To the best of the Company's knowledge and belief, the Company estimates it may issueZAR6,000,000,000 of commercial paper during the current financial year ending February 2014,subject to obtaining necessary approvals and authorisations.

5.6 Underwriting

The Initial Offer is not underwritten.

5.7 Calculations by Fund Administrator and reporting

The Fund Administrator will calculate the NAV and the Monthly Charge in respect of each ETFand the Reference Quantity of each Debenture as at the end of each month.

The expenses of each ETF are calculated and accrued daily and are paid monthly.

The Fund Administrator will calculate the NAV of each ETF on a daily basis, which will bepublished on the website of the Manager at: http://www.standardbank.co.za/.

33

7.F.5(a)7.F.5(b)

5.8 Total Expense ratio

The total expense ratio of each ETF will be calculated by the Fund Administrator on an annualbasis and published in the annual report of the Company and will be the ratio which the total costsincurred in conducting the ETF (including the Manager's fee, the Custodian’s fee and otherservice providers’ fees, Taxes and any exceptional expenses) bear to the daily weighted averageETF Value for that ETF during the year in question, expressed as a percentage. The total expenseratio per annum for each of the Gold ETF and the Platinum ETF is expected to be approximately0.30% and for the Palladium ETF is expected to be approximately 0.35% of the ETF Value of therelevant ETF.

5.9 Corporate governance

King Code

The Directors endorse and accept full responsibility for the application of the principles necessaryto ensure that effective corporate governance is practiced consistently throughout the Company.In discharging this responsibility, the intention is to comply with the requirements of the SouthAfrican Code of Corporate Practices and Conduct as set out in the third King Report on CorporateGovernance (King Code) in both letter and spirit. The Company’s approach to corporategovernance strives to be stakeholder inclusive, based on good communication and integrated intoevery aspect of the Company’s Business.

The Company has implemented policies evidencing a clear balance of power and authority atBoard of Directors level, to ensure no one Director has unfettered power of decision-making.

Since the Company has converted to a public company in anticipation of the Listing, theDirectors have pro-actively taken steps to ensure that all the elements required to make theCompany fully compliant with the recommendations incorporated in the King Code have beenimplemented other than not having an independent internal audit function. The Company hasadopted a Board Charter setting out roles, functions, obligations, rights, responsibilities andpowers of the Board and the policies and practices of the Board in respect of its duties, functionsand responsibilities. The Company has also adopted terms of reference for each of its committees.The Board is of the opinion that the Company is compliant with the JSE Listings Requirementsand the King Code in all material respects, other than not having an independent internal auditfunction.

5.10 Memorandum of incorporation

The memorandum of incorporation of the Company provides for the following in relation to theissue of authorised but unissued securities:

11. ISSUE OF SHARES

11.1 Subject to Clause 14, the Board shall not have the power to issue authorised Securitieswithout the prior adoption of a Special Resolution by the holders of the Ordinary Sharesand a Special Resolution by the Debenture Holders.

11.2 The resolutions authorising the Board to issue Securities as contemplated in Clause11.1above may take the form of either:

11.2.1 a specific authority, authorising the specific issue of a specified number of theauthorised but unissued Securities to a determined or determinable third party; or

7.A.10

34

See7.C.10

7.E.7

11.2.2 a general authority authorising the general issue of the authorised but unissuedSecurities at the discretion of the Board, which resolution may be passed at anygeneral meeting and shall specify the period that the authority remains in force,provided that such period will automatically lapse on the date of the next annualgeneral meeting of the Company immediately following the date on which thegeneral authority was granted.

…

11.9 While the Debentures are listed on the Johannesburg Stock Exchange, the Board mayonly issue unissued Shares if such Shares have first been offered to existing Shareholdersof the same class in proportion to their shareholding on such terms and in accordancewith such procedures as the Board may determine, unless such Shares are issued for theacquisition of assets by the Company or are issued pursuant to the provisions ofClause 11.10.

11.10 Notwithstanding the provisions of Clause 11.9, the Shareholders may at a generalmeeting authorise the Directors to issue unissued Shares of the Company at any timeand/or grant options to subscribe for unissued Shares as the Directors in their discretionthink fit, provided that such transaction(s) has/have been approved by the JohannesburgStock Exchange and comply with the JSE Listings Requirements.

5.11 Authorisations

The directors of the Company have taken all necessary actions to authorise the creation and issueof the Debentures, the listing of the Debentures on the JSE and the entry by the Company into,and performance by it of its obligations under, the Transaction Documents.

5.12 Working capital statement

The directors of the Company are of the opinion that the working capital available to theCompany is sufficient for the Company’s present requirements, that is, for at least the next 12(twelve) months from the date of this Prospectus.

5.13 Language

Copies of this Prospectus and each Transaction Document are available, in the English languageonly, at the Company's address set out above in this Prospectus in the section headed "CorporateInformation and Advisors".

5.14 Condensed disclosure requirements in terms of paragraph 3(5) of the Commercial PaperRegulations

Paragraph 3(5)(a): The ultimate borrower is the Company;

Paragraph 3(5)(b): The Company is a going concern and can in all circumstances bereasonably expected to meet its commitments under the Debentures;

Paragraph 3(5)(c): The auditor of the Company is PricewaterhouseCoopers;

Paragraph 3(5)(d): As at the date of this issue:

o the Company has not issued any commercial paper; and

35

o the Company estimates that it may issue ZAR6,000,000, 000 of commercial paperduring the current financial year;

Paragraph 3(5)(e): All information that may reasonably be necessary to enable theinvestor to ascertain the nature of the financial and commercial risk of its investment inthe Debentures is contained in the Prospectus and the Terms and Conditions;

Paragraph 3(5)(f): There has been no material change in the financial or trading positionof the Company since the Company’s date of incorporation up to the date of thisProspectus;

Paragraph 3(5)(g): The Debentures issued will be listed;

Paragraph 3(5)(h): The funds to be raised through the issue of the Notes are to be used bythe Company as described in the Prospectus;

Paragraph 3(5)(i): The obligations of the Company in respect of the Debentures aresecured;

Paragraph 3(5)(j): PricewaterhouseCoopers, the statutory auditors of the Company, haveconfirmed that nothing has come to their attention to indicate that this issue of Debenturesissued under the Prospectus will not comply in all respects with the relevant provisions ofthe Commercial Paper Regulations.

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Market Overview

SOURCES OF PLATINUM SUPPLY

Over 87% of the world’s platinum supply is produced in South Africa and Russia, with South Africaproducing 70% and Russia 17% in 2012. Other platinum producers include North America andZimbabwe with recycling of existing above-ground stocks also contributing to supply. Global supplies inplatinum decreased substantially (10%) in 2012 due to labour disruptions in South Africa but stabilised in2013 with a slight decrease. Output from other platinum producing countries remained broadly flat.

SOURCES OF PLATINUM DEMAND

The main demand for Platinum comes from: automotive catalysts, jewellery, industrial and investment.Autocatalyst demand accounts for 38% of this demand.

Net autocatalyst demand has increased from 21% of total demand in 1999 to 38% in 2013. This is downfrom a peak of 50% of total demand in 2007. The decline in demand (3 million ounces in 2013 from 4.1million ounces in 2007) is a result of the decline in the global automotive industry. Autocatalyst demandis mainly from Europe, Japan and India, used in both petrol and diesel car production.

Jewellery demand for platinum rose to a peak of 51% of total demand in 1999 but has declined to 24% in2007 and has since been rising steadily again to accounted for 37% of total demand in 2013. Exchangetraded fund and other investment demand has increased from 180,000 ounces in 1999 (3% of totaldemand) to 903,000 ounces (11% of total demand) in 2013. Demand rose substantially in 2008 to 555,000ounces from 170,000 the previous year with another substantial rise in 2013 of 903,000 ounces.

Investment in physically-backed exchange traded funds has tended to follow the price with periods ofrising price tending to attract heavy net investment.

Demand for platinum has exceeded supply since 1999.

SOURCES OF PALLADIUM SUPPLY

Over 75% of the world’s palladium mine supply is produced in South Africa and Russia, with SouthAfrica producing 35% and Russia 40% in 2013. Other palladium producers include North America andZimbabwe, with recycling of existing above-ground stocks also contributing to supply. Global minesupplies in palladium decreased substantially 5% in 2012 due to labour disruptions in South Africa, with afurther 1.3% decrease in 2013. Output from other palladium producing countries remained broadly flat.

SOURCES OF PALLADIUM DEMAND

The main demand for Palladium comes from: automotive catalysts, jewellery, industrial and investment.Autocatalyst demand accounts for 73% of this demand.

Net autocatalyst demand has increased from 59% of total demand in 1999 to 73% in 2013. Autocatalystdemand is mainly from US, China and to a lesser extent Europe, used predominantly in both petrol carproduction.

Jewellery demand for palladium rose to a peak of 17% of total demand in 2005but has declined since, andaccounted for 4% of total demand in 2013.

Investment in physically-backed exchange traded funds has tended to follow the price with periods ofrising price tending to attract heavy net investment. At the end of 2013, exchange traded funds held 1,963,ounces of palladium.

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Except for 2006, demand for palladium has exceeded supply since 1999.

SOURCES OF GOLD SUPPLY

Sources of gold supply include both mine production and the recycling of existing above-ground stockssuch as jewellery and other fabricated products. The largest portion of gold supplied into the marketgenerally comes from gold mine production accounting for close to 65% of the primary supply. Primarygold supply averaged 4,298 tonnes (one metric tonne is equivalent to 1,000 kilograms or 32,150.7465 troyounces) per year between 2008 and 2013. The second largest source of annual gold supply is fromrecycled gold, which is gold that has been recovered from and converted back into marketable gold.

In 1970, South Africa controlled 79% of the world’s gold mining supply. In 2007 China overtook SouthAfrica as the world's largest gold producer, the first time since 1905 that South Africa has not been thelargest. South Africa is currently ranked sixth in gold mining after China, Australia, the United States ofAmerica, Russia and Peru producing 6.2% of the mining production in 2013. The top 20 gold producingcountries are responsible for producing more than 80% of the world’s annual gold output with no singlecountry producing more than 14% of the world’s gold.

SOURCES OF GOLD DEMAND

Gold demand generally comes from three sources: jewellery, technology and investment. The primarysource of demand comes from jewellery and investments. The two largest jewellery-consuming marketsare India and China, and together they generated 56% of total annual jewellery demand in 2012.

According to the World Gold Council, investment demand for gold consists of the four main areas:physical bar investments, official coin, medals & other coins and exchange traded funds & other relatedproducts. Investors generally buy gold as a hedge against economic, political, or currency crises.Exchange traded funds provide gold in an easy to own and/or trade manner which has helped bolsterinvestment demand for gold.

In 2012, gold exchange traded funds posted another increase. SPDR Gold Shares, the largest goldexchange traded fund increased its holdings of gold by 96 tonnes to a total of 1351 tonnes. Gold demandis widely dispersed throughout the world with significant contributions from India and China. While thereare seasonal fluctuations in the levels of demand for gold (especially jewellery) in many countries,variations in the timing of such fluctuations by country mean that seasonal changes in demand do notappear to have a significant impact on the global gold price.

THE BULLION MARKET

Bullion refers to precious metal in bulk form. The term may be used for gold, silver, platinum, palladiumand other precious metals regularly traded in commodity markets. The defining attribute of bullion is thatit is valued by its mass and purity rather than by a monetary face value.

The Gold Bullion Market

Gold is traded primarily via over-the-counter (OTC) transactions in spot, forwards, options and otherderivatives, together with exchange-traded futures and options.

The OTC gold market trades on a 24-hour per day continuous basis and accounts for most global goldtrading. The OTC market provides a relatively flexible market in terms of quotes, price, size, destinationsfor delivery and other factors. Bullion dealers customize transactions to meet clients’ requirements. Spotgold is traded for settlement two business days following the trade date.

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London is by far the largest global centre for OTC gold transactions followed by New York, Zurich, andTokyo. Gold suppliers, central banks, manufacturers of jewellery and industrial products, together withinvestors and speculators, tend to transact their business through one of these market centres. Mostwholesale OTC trades are cleared through London. The London bullion market is a wholesale OTCmarket for the trading of gold and silver. Trading is conducted amongst members of the LBMA, looselyoverseen by the Bank of England. The London bullion market is distinct from the London MetalExchange (LME). The LME is the futures exchange trading futures and options on base and other metals.

Most of the LBMA members are major international banks or bullion dealers and refiners. LBMAmembership consists of market making members, ordinary members and associate members. Marketmaking member have agreed to quote two-way prices to each other during the London business day foragreed minimum quantities and tenors in both gold and silver. Each market maker elects to quote in oneor all of spots, forwards and options. There are currently eleven market making members, with six ofthese offering clearing services and form a company called London Precious Metals Clearing Limited(LPMCL). Clearing members include:

The Bank of Nova Scotia-ScotiaMocatta; Barclays Bank PLC; Deutsche Bank AG - London branch; HSBC Bank USA National Association - London branch; JPMorgan Chase Bank, N.A.; and UBS AG.

The LBMA's membership stands at 140 members in 21 countries with 75 ordinary members and 65associate members around the world. The information about LBMA members in this Prospectus is as of16 April 2013. These numbers may change from time to time as new members are added and existingmembers drop out. The LBMA sets and maintains the standards in refining, documenting and storing goldand silver bars.

The Platinum Bullion Market

Platinum and palladium have a relatively recent history, compared to gold and silver, which have beenknown since the earliest civilisations. Platinum was only categorised as a precious metal in 1751 andpalladium was isolated as a separate metal less than 200 years ago. Platinum and palladium are the twobest known metals of the six platinum group metals (PGMs). The global trade in PGMs consists of OTCtransactions in spot, forwards, options and other derivatives, together with exchange-traded futures andoptions.

The OTC platinum market trades on a 24-hour per day continuous basis and accounts for most globalplatinum trading. The OTC platinum market provides a relatively flexible market in terms of quotes,price, size, destinations for delivery and other factors. Bullion dealers customise transactions to meetclients' requirements. The OTC market has no formal structure and no open-outcry meeting place. Spotplatinum is traded for settlement two business days following the trade date.

The main centres of the OTC platinum market are London, New York, Hong Kong and Zurich. Althoughplatinum is distributed globally, most metal is stored and most OTC market trades are cleared throughLondon and Zurich.

OTC trading is conducted amongst members of the LPPM. The London bullion market is distinct fromthe LME, which is the futures exchange trading futures and options on base and other metals. Most of theLPPM members are major international banks or bullion dealers and refiners. Market making membershave agreed to quote two-way prices to each other during the London business day for agreed minimumquantities and tenors in both platinum and palladium.

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The LPPM's membership stands at 13 full members, 38 associate members and 33 affiliates. Full LPPMmembership is open to those companies in the United Kingdom currently engaged in trading and dealingin platinum and palladium. All full members (apart from Johnson Matthey PLC) offer market-making,clearing services, refining or manufacturing. All founding members of the LPPM are full members.Associate membership is open to companies in the UK who are currently engaged in trading and dealingin platinum and palladium and have an appropriate level of net assets and experience. Affiliation is opento those companies which fail to meet the normal requirements of full or associate membership but arerecognised by the LPPM as being involved with or offering support to the global platinum and palladiummarkets. The information about LPPM members in this Prospectus is as of 16 April 2013. These numbersmay change from time to time as new members are added and existing members drop out.

The Palladium Bullion Market

Platinum and palladium have a relatively recent history, compared to gold and silver, which have beenknown since the earliest civilisations. Palladium was only categorised as a precious metal in 1802.Platinum and palladium are the two best known metals of the six platinum group metals (PGMs). Theglobal trade in PGMs consists of OTC transactions in spot, forwards, options and other derivatives,together with exchange-traded futures and options.

The OTC palladium market trades on a 24-hour per day continuous basis and accounts for most globalpalladium trading. The OTC palladium market provides a relatively flexible market in terms of quotes,price, size, destinations for delivery and other factors. Bullion dealers customise transactions to meetclients' requirements. The OTC market has no formal structure and no open-outcry meeting place. Spotpalladium is traded for settlement two business days following the trade date.

The main centres of the OTC palladium market are London, New York, Hong Kong and Zurich.Although palladium is distributed globally, most metal is stored and most OTC market trades are clearedthrough London and Zurich.

OTC trading is conducted amongst members of the LPPM. The London bullion market is distinct fromthe LME, which is the futures exchange trading futures and options on base and other metals. Most of theLPPM members are major international banks or bullion dealers and refiners. Market making membershave agreed to quote two-way prices to each other during the London business day for agreed minimumquantities and tenors in both platinum and palladium.

The LPPM's membership stands at 13 full members, 38 associate members and 33 affiliates. Full LPPMmembership is open to those companies in the United Kingdom currently engaged in trading and dealingin platinum and palladium. All full members (apart from Johnson Matthey PLC) offer market-making,clearing services, refining or manufacturing. All founding members of the LPPM are full members.Associate membership is open to companies in the UK who are currently engaged in trading and dealingin platinum and palladium and have an appropriate level of net assets and experience. Affiliation is opento those companies which fail to meet the normal requirements of full or associate membership but arerecognised by the LPPM as being involved with or offering support to the global platinum and palladiummarkets. The information about LPPM members in this Prospectus is as of 16 April 2013. These numbersmay change from time to time as new members are added and existing members drop out.

LONDON GOOD DELIVERY SPECIFICATION

Gold

London Good Delivery specification for gold is a set of rules issued by the LBMA describing the physicalcharacteristics of gold and silver bars used in settlement in the wholesale London bullion market. It alsoputs forth requirements for listing on the LBMA Good Delivery List of approved refineries. The term

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“loco London” gold refers to gold bars physically held in London that meet the London Good Delivery(LGD) specifications. Gold bars meeting these requirements are known as “London Good Delivery Bars”.Specifications for gold bars include:

Purity/Fineness: minimum of 995.0 parts per thousand fine gold Marks: serial number, refiner's hallmark, fineness, year of manufacture Gold content: 350–430 troy ounces (10.9–13.4 kg); Recommended dimensions:

Top Surface: 255 × 81 mm; Bottom Surface: 236 × 57 mm; Thickness: 37 mm;

A London Good Delivery Bar of gold is acceptable for delivery in settlement of a transaction on the OTCmarket and are typically referred to as 400-ounce bars.

The unit of trade in London is the troy ounce. One troy ounce is equal to 31.1034768 grams. Onekilogram (1,000 grams) is equal to 32.1507465 troy ounces. A fine troy ounce refers to the purity orfineness in a gold bar. The fine gold content of a gold bar is calculated by multiplying the gross weight ofthe bar by the fineness of the bar.

Platinum

London or Zurich Good Delivery specification is a set of rules issued by the LPPM describing thephysical characteristics of platinum and palladium bars used in settlement in the wholesale Londonbullion market. It also puts forth requirements for listing on the LPPM Good Delivery List of approvedrefineries. Platinum is generally traded “loco London” or “loco Zurich”, meaning the precious metal isphysically held in vaults in London or Zurich. The bars traded loco London or loco Zurich must meet theLondon Good Delivery specifications for Platinum. Platinum bars meeting these requirements are knownas “London Good Delivery Bars”. Specifications for platinum bars include:

Form: Plate or ingot; Weight: 1kg (32.151 troy ounces) to 6kg (192.904 troy ounces); Purity/Fineness: At least 99.95% Platinum; Marks:

producer’s hallmark; the letters PT or PLATINUM; fineness; serial number; year of manufacture; weight in grams, kilograms or troy ounces.

A London Good Delivery Platinum Bar is acceptable for delivery in settlement of a transaction on theOTC market. Platinum bar weights may be quoted in grams, kilograms or ounces. Buying and sellingorders are expressed in US Dollars per troy ounce. One troy ounce is equal to 31.1034768 grams. Onekilogram (1,000 grams) is equal to 32.1507465 troy ounces. A fine troy ounce refers to the purity orfineness in a platinum bar. The fine platinum content of a platinum bar is calculated by multiplying thegross weight of the bar by the fineness of the bar.

Palladium

London or Zurich Good Delivery specification is a set of rules issued by the LPPM describing thephysical characteristics of platinum and palladium bars used in settlement in the wholesale Londonbullion market. It also puts forth requirements for listing on the LPPM Good Delivery List of approvedrefineries. Palladium is generally traded “loco London” or “loco Zurich”, meaning the precious metal is

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physically held in vaults in London or Zurich. The bars traded loco London or loco Zurich must meet theLondon Good Delivery specifications for Palladium. Palladium bars meeting these requirements areknown as “London Good Delivery Bars”. Specifications for palladium bars include:

Form: Plate or ingot; Weight: 1kg (32.151 troy ounces) to 6kg (192.904 troy ounces); Purity/Fineness: At least 99.95% Palladium; Marks:

producer’s hallmark; the letters PD or PALLADIUM; fineness; serial number; year of manufacture; weight in grams, kilograms or troy ounces.

A London Good Delivery Palladium Bar is acceptable for delivery in settlement of a transaction on theOTC market. Palladium bar weights may be quoted in grams, kilograms or ounces. Buying and sellingorders are expressed in US Dollars per troy ounce. One troy ounce is equal to 31.1034768 grams. Onekilogram (1,000 grams) is equal to 32.1507465 troy ounces. A fine troy ounce refers to the purity orfineness in a palladium bar. The fine palladium content of a palladium bar is calculated by multiplying thegross weight of the bar by the fineness of the bar.

LONDON FIX

London Gold Fix

Twice daily during London trading hours there is a fix which provides reference gold prices for that day’strading. The gold fixing is conducted by telephone and begins 10:30 am London time (“London AM Fix”)and 3:00 pm London time (“London PM Fix”). Many long-term contracts will be priced on the basis ofeither the London AM Fix or London PM Fix and market participants will usually refer to one or theother of these prices when looking for a basis for valuations. The London fix is the most widely usedbenchmark for daily gold prices and is quoted by various financial information sources.

There are five gold fixing members, all of whom are market making members of the LBMA. They are theBank of Nova Scotia–ScotiaMocatta, Barclays Bank Plc, Deutsche Bank AG, HSBC Bank USA, N.A.and Société Générale. The chairmanship of the gold fixing rotates annually amongst the five fixingmembers. Any other market participant wishing to participate in the trading on the fix is required to do sothrough one of the five gold fixing members.

Orders are placed either with one of the five fixing members or with another bullion dealer who will thenbe in contact with a fixing member during the fixing.

The fixing member net all orders before communicating that net interest to their representative at thefixing. The fix begins with the fixing chairman suggesting a “trying price,” reflecting the market priceprevailing at the opening of the fix. The gold price is then adjusted up and down until demand and supplyis matched at which point the price is declared "Fixed" and all business is conducted on the basis of thatfixing price. Transparency at the Fixing is served by the fact that counterparties may be kept advised ofprice changes, together with the level of interest, while the Fixing is in progress and may cancel, increaseor decrease their interest dependent on this information.

London Platinum Fix

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Twice daily during London trading hours there is a fix which provides reference platinum prices for thatday’s trading. The Fixings commence at 9.45 am (“London AM Fix”) and 2.00 pm (“London PM Fix”)London time and take place on every day on which members are open for dealing in London. They areconducted by telephone. Market participants will usually refer to one or the other of these prices whenlooking for a basis for valuations. The London fix is the most widely used benchmark for daily platinumprices and is quoted by various financial information sources.

There are 4 (four) platinum fixing members, all of whom are market making members of the LPPM. Theyare:

BASF Metals Limited;

Goldman Sachs International;

HSBC Bank USA, N.A. London Branch; and

Standard Bank PLC.

Any other market participant wishing to participate in the trading on the fix is required to do so throughone of the four platinum fixing members.

The fixing members elect a chairman, who presides over the fixing. At the commencement of each fixingthe chairman announces an opening price which is relayed to the members’ dealing rooms. This is in turnrelayed to the customers of members and, on the basis of orders received, members declare as a buyer orseller. Provided both buying and selling interests are declared, members are then asked to state theamount in which they wish to trade. If the amounts of buying and selling do not balance, the sameprocedure is followed again at higher or lower prices until a balance is achieved. The fixing price shouldbe the price at which all buying and selling orders declared by members at the fixing can be matched andit is the responsibility of the chairman of the fixing to determine when this occurs. A feature of the fixingsis that customers may be kept advised of price changes throughout and may alter their instructions at anytime until the price is fixed. If all orders cannot be balanced at any price the fixing price shall bedetermined by the chairman of the fixing, at his discretion, having due regard to prevailing bids andoffers. Exceptionally a pro-rata settlement may be necessary.

London Palladium Fix

Twice daily during London trading hours there is a fix which provides reference palladium prices for thatday’s trading. The Fixings commence at 9.45 am (“London AM Fix”) and 2.00 pm (“London PM Fix”)London time and take place on every day on which members are open for dealing in London. They areconducted by telephone. Market participants will usually refer to one or the other of these prices whenlooking for a basis for valuations. The London fix is the most widely used benchmark for daily palladiumprices and is quoted by various financial information sources.

There are 4 (four) palladium fixing members, all of whom are market making members of the LPPM.They are:

BASF Metals Limited;

Goldman Sachs International;

HSBC Bank USA, N.A. London Branch; and

Standard Bank PLC.

Any other market participant wishing to participate in the trading on the fix is required to do so throughone of the four palladium fixing members.

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The fixing members elect a chairman, who presides over the fixing. At the commencement of each fixingthe chairman announces an opening price which is relayed to the members’ dealing rooms. This is in turnrelayed to the customers of members and, on the basis of orders received, members declare as a buyer orseller. Provided both buying and selling interests are declared, members are then asked to state theamount in which they wish to trade. If the amounts of buying and selling do not balance, the sameprocedure is followed again at higher or lower prices until a balance is achieved. The fixing price shouldbe the price at which all buying and selling orders declared by members at the fixing can be matched andit is the responsibility of the chairman of the fixing to determine when this occurs. A feature of the fixingsis that customers may be kept advised of price changes throughout and may alter their instructions at anytime until the price is fixed. If all orders cannot be balanced at any price the fixing price shall bedetermined by the chairman of the fixing, at his discretion, having due regard to prevailing bids andoffers. Exceptionally a pro-rata settlement may be necessary.

MARKET REGULATION

The global precious metal markets, including gold, silver, palladium and platinum markets are overseenand regulated by both governmental and self-regulatory organizations. In addition, certain tradeassociations have established rules and protocols for market practices and participants. Responsibility forthe regulation of the major participants in the London bullion market lies with the United KingdomFinancial Services Authority under the United Kingdom Financial Services and Markets Act 2000.

MARKET LIQUIDITY

The OTC market is complemented by other gold, silver, palladium and platinum markets around theworld including exchanges where derivatives such as futures and option trade. In addition to the robustspots and forward market, a large and active swap market further augments available liquidity and allowsinvestors to lend and borrow gold, silver, palladium and platinum.

Liquidity in the OTC market can vary from time to time during the course of the 24-hour trading day.Fluctuations in liquidity are reflected in adjustments to dealing spreads – the differential between adealer’s “buy” and “sell” prices. The period of greatest liquidity in the gold, silver, palladium andplatinum markets generally occurs at the time of day when trading in the European time zones overlapswith trading in the United States when OTC market trading in London, New York and other centrescoincides with futures and options trading.

MOVEMENTS IN THE PRICE OF GOLD, PALLADIUM AND PLATINUM

As movements in the price of gold, palladium and platinum are expected to directly affect the price of thedebentures, investors should understand what the recent movements in the price of gold, palladium andplatinum have been. Investors, however, should also be aware that past movements in the gold palladiumand platinum price are not indicators of future movements.

The following chart provides historical background on the price of platinum. The chart illustratesmovements in the price of platinum in US Dollars per ounce from 2 January 2001 to 24 February 2014,and is based on the London AM Fix.

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The following chart provides historical background on the price of palladium. The chart illustratesmovements in the price of palladium in US Dollars per ounce from 2 January 2001 to 24 February 2014,and is based on the London AM Fix.

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The following chart provides historical background on the price of gold. The chart illustrates movementsin the price of gold in U.S. dollars per ounce from 2 January 2001 to 24 February 2014, and is based onthe London AM fix.

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Risk Factors

Words used in this section shall have the same meaning as defined on pages 57 to 78 of this Prospectus,unless they are defined in this section or the use thereof is clearly inappropriate from the context.Investors’ attention is drawn to the risk factors relating to an investment in Debentures, some of whichare set out below. This does not purport to be an exhaustive list of the risk factors relating to aninvestment in Debentures.

Commodity Prices

The value of the Debentures will be affected by movements in the US Dollar price of the relevantCommodity and the Rand/US Dollar exchange rate. The price of the relevant Commodity may be affectedby numerous factors, including:

global or regional political, economic or financial events and situations;

investors’ expectations with respect to the future rates of inflation and movements in worldequity, financial and property markets;

global supply and demand of that Commodity, which is influenced by such factors as mineproduction and net forward selling activities by commodity producers, jewellery demand and thesupply of recycled jewellery, net investment demand and industrial demand, net of recycling;

interest rates and currency exchange rates, particularly the strength of and confidence in the USDollar; and

investment and trading activities of hedge funds, commodity funds and other speculators.

Shortage of physical Commodity

Commodity markets have the potential to suffer from market disruption or volatility caused by shortagesof physical platinum, palladium and gold, as applicable. Such events could result in a spike in prices ofthe relevant Commodity. Price spiking can also result in volatile forward rates and lease rates which couldresult in the bid-offer spread on any stock exchange where Debentures are traded to widen, reflectingshort-term forward rates in the relevant commodity. The Company reserves the right to limit the numberof Debentures to be created depending on the prevailing market conditions and the availability of anyCommodity.

General Market Risk

General movements in local and international markets and factors that affect the investment climate andinvestor sentiment could all affect the level of trading and therefore the market price of the Debentures.These risks are generally applicable to any investment in listed securities and investors should be awarethat the Debentures can go down in price as well as up and that they might not get back their originalinvestment.

Decrease in amount of Commodity per Debenture

Each outstanding Debenture is linked to a Reference Quantity of either Gold, Palladium or Platinum heldby the Company. The Company does not generate any income and regularly sells bullion to pay for itsongoing expenses. The amount of Reference Quantity of the relevant Commodity to which a Debenture is

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linked will therefore continue to be reduced for so long as the Debentures remain outstanding due to thesales of the relevant Commodity necessary to pay the Company's expenses, irrespective of whether thetrading price of the Debentures rises or falls in response to changes in the price of the relevantCommodity.

Sale of bullion to pay expenses could adversely affect the value of the Debentures

The sale of bullion held by the Company to pay expenses is on an as-needed basis and is irrespective ofthe current price of the relevant Commodity. The Company is not actively managed and no attempt willbe made to buy or sell the relevant Commodity to protect against or to take advantage of fluctuations inthe price of the relevant Commodity. Consequently, a part of the Company's holding of any Commoditymay be sold at a time when the price of such Commodity is low, resulting in a negative effect on the valueof the Debentures which reference that Commodity.

The Company is a passive investment vehicle

The Directors do not actively manage the Commodities held by the Company. This means that theDirectors do not sell any Commodity at times when its price is high, or acquire any Commodity at lowprices in the expectation of future price increases. It also means that the Directors do not make use of anyof the hedging techniques available to professional Commodity investors to attempt to reduce the risks oflosses resulting from price decreases. Any losses sustained by the Company in respect of any Commoditywill adversely affect the value of the Debentures which reference that Commodity.

Trading price of the Debentures

The trading price of the Debentures fluctuates in accordance with changes in the NAV per Debenture aswell as market supply and demand. The NAV per Debenture fluctuates with changes in the market valueof the underlying Commodity held by the Company to which Debentures are linked. The Debentures maytrade at, above or below the NAV per Debenture.

Large sell-offs in a particular Commodity or redemptions of securities tracking the price of thatCommodity could negatively affect physical bullion prices for that Commodity and the price and NAV ofthe Debentures which reference that Commodity.

Lack of an active trading market

Although the Debentures are listed on the JSE, there can be no assurance that an active trading marketwill be maintained. If an investor needs to sell Debentures at a time when no active market exists, or thereis a halt in trading in securities in general or specifically of the Debentures, this will most likely adverselyaffect the price the investor receives for the Debentures (assuming the investor is able to sell them).

Competition from other methods of investing in platinum, palladium and gold

Market and financial conditions, and other conditions beyond the Company's control, may make it moreattractive to invest in other financial vehicles or to invest in the relevant Commodity directly, which couldlimit the market for the Debentures and reduce the liquidity of the Debentures.

Reliance on information received from the Custodian

In issuing blocks of Debentures, the Fund Administrator relies on certain information received from theCustodian which is subject to confirmation after the Directors have relied on the information. TheCustodian’s definitive records are prepared after the close of its business day. When issuing Debentures,the Fund Administrator relies on information reporting the amount of physical Commodity credited to the

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Company's accounts which it receives from the Custodian during the business day and which is subject tocorrection during the preparation of the Custodian’s definitive records after the close of business. If theinformation relied upon by the Fund Administrator is incorrect, the amount of a particular Commodityactually received by the Company may be more or less than the amount required to be deposited for theissuance of the Block of Debentures.

Refusal of bullion by the Custodian or changes in procedures for delivery of metal

The Custodian may refuse to accept bullion bars or amend the procedure in relation to the deposit ofbullion in its vaults. Bullion may be refused if there is insufficient capacity to take delivery in its vaults.The Custodian is authorised to move bullion held in the Allocated Account from one location to anotherlocation otherwise permitted under the relevant Custody Agreement.

Rejection of redemption orders by the Fund Administrator

The Fund Administrator may, in its discretion, and will when directed by the Manager, suspend the rightof redemption or postpone the redemption settlement date:

i. for any period during which the JSE is closed other than customary weekend or holiday closings,or trading on the JSE is suspended or restricted;

ii. for any period during which an emergency exists as a result of which the delivery, disposal orevaluation of the relevant Commodity is not reasonably practicable; or

iii. for such other period as the Manager determines to be necessary for the protection of DebentureHolders. In addition, the Fund Administrator will reject a redemption order if the order is not inproper form or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.

Any such postponement, suspension or rejection could adversely affect a redeeming Debenture Holder.For example, the resulting delay may adversely affect the value of a Debenture Holder’s redemptiondistribution if the price of the Debentures declines during the period of the delay.

Custody and Insurance

All of the relevant Commodity underlying the Debentures will be held by the Custodian in its vaults,either in London or another appropriate location agreed in terms of the Custody Agreements, or in thevaults of a sub-custodian appointed by the Custodian or by a delegate of a sub-custodian. Access to suchCommodity could be restricted by natural events, such as an earthquake, or human actions, such as aterrorist attack.

There is a risk that the relevant Commodity belonging to the Company could be lost, stolen or damaged.In that event, the Company may not be able to request either the sale or delivery of the relevantCommodity for itself or on behalf of the Authorised Participant. Any of these events may adverselyaffect the operations of the Company and, consequently, an investment in the Debentures.

The Company does not insure its holding of any physical Commodity. The Custodian maintains insurancein connection with its custodial obligations as it considers appropriate and is responsible for all costs, feesand expenses (including any relevant taxes) in relation to any such insurance policy or policies. TheCompany is not a beneficiary of any such insurance and does not have the ability to dictate the existence,nature or amount of coverage.

In addition, the Custodian and the Directors do not require any direct or indirect sub-custodians to beinsured or bonded with respect to their custodial activities or in respect of the Commodity holdings held

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by them on behalf of the Company. Consequently, a loss may be suffered with respect to the Company’sholding of a Commodity which is not covered by insurance and for which no person is liable for damages.The Custodian will only be responsible for any loss or damage suffered by the Company as a direct resultof any negligence, fraud or willful default on its part in the performance of its duties.

Because neither the Company nor the Custodian oversees or monitors the activities of sub-custodians whomay temporarily hold the Company’s holding of a Commodity until transported to the Custodian’sLondon vault, failure by the sub-custodians to exercise due care in the safekeeping of the Company’sholding of a Commodity could result in a loss to the Company. The Custodian is not liable for the acts oromissions of its sub-custodians unless the selection of such sub-custodians was made negligently or inbad faith.

The ability of the Company and the Custodian to take legal action against sub-custodians may be limited,which increases the possibility that the Company may suffer a loss if a sub-custodian does not use duecare in the safekeeping of the Company’s holding of a Commodity.

If any of the Company's holding of physical Commodity is lost, damaged, stolen or destroyed undercircumstances rendering a party liable to the Company, the responsible party may not have the financialresources sufficient to satisfy the Company's claim.

Commodities held in Unallocated Account

Any Commodity held in the Company’s Unallocated Account for such Commodity will not be segregatedfrom the Custodian’s assets and any Commodity held in the Company's Unallocated Account for suchCommodity will therefore be an unsecured credit risk against the Custodian. If the Custodian becomesinsolvent, its assets may not be adequate to satisfy a claim by the Company. In addition, in the event ofthe Custodian’s insolvency, there may be a delay and costs incurred in identifying the Commodities heldin the Company's Unallocated Accounts.

Commodities held in Allocated Account

In the event of the insolvency of the Custodian, a liquidator, receiver, administrator or similar insolvencyofficial may seek to freeze access to the Commodities held in all of the accounts held by the Custodian,including the Company's Allocated Account. Although the Company would retain legal title to theallocated bars of the relevant Commodity, the Company could incur expenses in connection withobtaining control of the allocated bars of the relevant Commodity, and the assertion of a claim by suchliquidator for unpaid fees could delay creations and redemptions of Blocks.

The Custodian is regulated by the United Kingdom Financial Services Authority (FSA), but the custodialservices provided by the Custodian and any sub-custodian under the Custodian Agreements are presentlynot a regulated activity subject to the supervision and rules of the FSA. The Custodian is bound by therules and regulations of the LPPM and the LBMA.

Compulsory Redemption of Debentures

The Company’s willingness to allow the Debentures to remain outstanding will depend on, among otherthings, the sums derived from the Monthly Charge for each ETF being sufficient to cover managementand corporate expenses. The Company may at any time redeem Debentures in the circumstancesdescribed in this Prospectus. Such redemption may occur at a time which may not be optimal forinvestors.

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Termination of an ETF

If an ETF is required to terminate and liquidate, such termination and liquidation could occur at a timewhich is disadvantageous to Debenture Holders under that ETF, such as when prices of the relevantCommodity are lower than the prices of such Commodity at the time of the Debenture Holder’sinvestment in the Debentures. In such a case, the Debenture Holders may incur a loss if the proceedsdistributed to Debenture Holders is less than the Debenture price at initial investment.

Security structure

The Debentures in each Class of Debentures are indirectly secured through the Guarantee and Indemnitystructure for each ETF. The relevant Security Trust will bind itself to the Debenture Holders in respect ofa Class of Debentures and other creditors of such ETF as guarantor for the due and punctual fulfilment bythe Company of all payment obligations which the Company may incur to such Debenture Holders underthe debentures issued to them and to such other creditors under the Transaction Documents. The liabilityof each Security Trust pursuant to such Guarantee issued by it will, however, be limited in the aggregateto the amount recovered by that Security Trust from the Company arising out of the Indemnity given bythe Company to that Security Trust in respect of claims that may be made against that Security Trustarising out of such Guarantee. The Company’s obligations to each Security Trust under the Indemnitygiven by the Company in favour of that Security Trust are secured by security granted by the Company infavour of such Security Trust over the Company’s holdings of the relevant Commodity held with theCustodian. A Security Trust’s ability to make payment under the Guarantee issued by it will depend whatit recovers under the Indemnity and security granted in its favour.

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Exchange Control and other regulatory considerations

The following summary and guidelines are not a comprehensive statement of the regulatoryconsiderations to be taken into account when investing in Debentures, are not intended as advice anddo not purport to describe all the considerations that may be relevant to prospective investors inDebentures.

Prospective investors in Debentures should consult their professional advisers with regard to theinvestment in Debentures and the exchange control and other regulatory implications thereof.Accordingly, neither the Company nor any of its professional advisers makes any representation andaccordingly gives no warranties or undertakings expressed or implied and accordingly accept noresponsibility for the accuracy or completeness of the information contained in this section of theProspectus.

Non-South African resident Debenture Holders and emigrants from the Common Monetary Area

Dealings in the Debentures and the performance by the Company of its obligations under the Debenturesand the applicable Debenture Conditions may be subject to the Exchange Control Regulations.

Blocked Rand

Blocked Rand may be used for the subscription for or purchase of Debentures. Any amounts payable bythe Company in respect of the Debentures subscribed for or purchased with Blocked Rand may not, interms of the Exchange Control Regulations, be remitted out of South Africa or paid into any non-SouthAfrican bank account. For purposes of this section, the term “Blocked Rand” shall be construed to meanthe funds which may not be remitted out of South Africa or paid into a non-South African resident’s bankaccount.

Emigrants from the Common Monetary Area

Any Debentures issued to emigrants from the Common Monetary Area will be endorsed “emigrant”. Suchrestrictively endorsed certificated note shall be deposited with an authorised foreign exchange dealercontrolling such emigrant’s blocked assets.

In the event that a beneficial interest in Dematerialised Debentures is held by an emigrant from theCommon Monetary Area through the Central Securities Depository, the securities account maintained forsuch emigrant by the relevant CSDP will be designated as an “emigrant” account.

Any payments of interest and/or principal due to a Debenture Holder who is an emigrant from theCommon Monetary Area will be deposited into such emigrant Debenture Holder’s Blocked Rand account,as maintained by an authorised foreign exchange dealer. The amounts are not freely transferable from theCommon Monetary Area and may only be dealt with in terms of the Exchange Control Regulations.

Non-residents of the Common Monetary Area

Any Certificated Debentures issued to Debenture Holders who are not resident in the Common MonetaryArea will be endorsed “non-resident”. In the event that a beneficial interest in Dematerialised Debenturesis held by a non-resident of the Common Monetary Area through the Central Securities Depository, thesecurities account maintained for such Debenture Holder by the relevant CSDP will be designated as a“non-resident” account.

It will be incumbent on any such non-resident Debenture Holder to instruct the non-resident’s nominatedor authorised dealer in foreign exchange as to how any funds due to such non-resident in respect of

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Debentures are to be dealt with. Such funds may, in terms of the Exchange Control Regulations, beremitted abroad only if the relevant Debentures are acquired with foreign currency introduced into SouthAfrica and provided that the relevant Certificated Debenture has been endorsed “non-resident” or therelevant securities account has been designated as a “non-resident” account, as the case may be.

Approval of the Exchange Control Department of the South African Reserve Bank

The Financial Surveillance Department of the South African Reserve Bank (the Department) hasapproved the creation and listing of the Platinum ETF, the Palladium ETF and the Gold ETF, subject tocertain terms and conditions, including that:

(a) the Company may not issue Debentures in respect of each such ETF referencing more than1 000 000 (one million) ounces of the relevant Commodity, unless otherwise approved by theDepartment;

(b) the Commodity held by the Company from time to time must be Locally Sourced;

(c) no Debenture Holder may be permitted to exercise their option to hold underlying unwroughtPlatinum or Gold unless they have been granted approval by the Department;

(d) the Department requires to be furnished with detailed reports regarding the status of each suchETF on a quarterly basis;

(e) the Department reserves itself the right to impose any further conditions it may deem necessaryat any point in time;

(f) investment in the Platinum ETF, the Palladium ETF and the Gold ETF by long-term insurersand retirement funds must be included in prudential limits on investments in commodityproducts as administered by the Financial Services Board;

(g) since the Platinum ETF, the Palladium ETF and the Gold ETF will be classified as domestic,investments into these ETF's will not affect the relative foreign exposure limits applicable toinstitutional investors and authorised dealers; and

(h) the requirements of all other applicable legislation, including but not limited to the PreciousMetal Act, 2005 (Precious Metals Act), must be complied with by the parties concerned.

Further, in terms of Exchange Control Regulations 2 and 5:

(a) no person other than an authorised dealer shall buy or borrow gold from, or sell or lend any goldto any person not being an authorised dealer in foreign exchange, unless done with thepermission granted by the relevant exchange control authority and in accordance with suchconditions as the relevant authority may impose; and

(b) every person resident in South Africa who becomes entitled to sell or to procure the sale of anygold shall, within thirty days after becoming so entitled, offer that gold for sale to the Treasuryand the Treasury may purchase that gold at such price as the Treasury may fix, being a pricewhich, in the opinion of the Treasury is not less than the market value of the gold on the day ofpurchase, unless the relevant person has been exempted from Exchange Control Regulation 5 bythe relevant exchange control authorities.

The Company has obtained the permission, in terms of of the relevant exchange control authorisations, tobuy, borrow, lend and sell Gold as contemplated in Exchange Control Regulation 2 and an exemptionfrom the application of Exchange Control Regulation 5. The Company will, accordingly, be permitted to

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purchase Gold with the proceeds of the AfricaGold Debentures, Palladium with the proceeds of theAfricaPalladium Debentures and Platinum with the proceeds of the AfricaPlatinum Debentures, to holdand retain same as envisaged in the Custody Agreements and to sell Gold, Palladium or Platinum to aQualifying Debenture Holder exercising a Delivery Option on the basis envisaged in Debenture Condition8 and the relevant Commodity Sale Agreement.

Institutional investors

Since the Platinum ETF, the Palladium ETF and the Gold ETF will be, for exchange control purposes,classified as domestic products, investment into the Platinum ETF, the Palladium ETF and the Gold ETFwill not affect the relevant foreign exchange exposure limits applicable to institutional investors andauthorised dealers.

Institutional investors (including long-term insurers and retirement funds) are advised to contact theFinancial Services Board prior to investing for clarification on the prudential limits applicable to aninvestment in Debentures.

Restrictions on dealing in unwrought precious metal

In terms of the Precious Metals Act, no person may acquire, possess or dispose of, either as principal or asagent, any unwrought precious metal (which includes gold, palladium and platinum), unless:

(a) he or she is the holder of a refining licence and acts in accordance with the terms and conditionsof his or her licence;

(b) he or she is an authorised dealer in terms of the Precious Metals Act, being a person who hasbeen authorised by National Treasury to deal in gold;

(c) he or she is a producer who has won or recovered such unwrought precious metal;

(d) he or she has obtained a certificate from the South African Diamond and Precious MetalsRegulator authorising him or her to acquire or to dispose of such unwrought precious metal;

(e) such unwrought precious metal does not exceed a prescribed mass and is acquired in accordancewith a special permit issued by the South African Diamond and Precious Metals Regulator forscientific or beneficiation purposes or to make jewellery; or

(f) he or she is the holder of a precious metal beneficiation licence issued in terms of the PreciousMetals Act, and acts in accordance with the terms and conditions of his or her licence.

However, the Palladium and Platinum to be held by the Company from time to time is required to have aminimum acceptable fineness of 99.95% and accordingly, in terms of the Precious Metals Act and theregulations promulgated thereunder, the Palladium and Platinum to be held by the Company should not beclassified as unwrought precious metals but rather as refined precious metals.

As the Gold to be held by the Company from time to time is required to have a minimum acceptablefineness of 99.5%, it will be classified as unwrought precious metals in terms of the Precious Metals Actand the regulations promulgated thereunder. However, SBSA will act as authorised dealer of theCompany in relation to any dealings by the Company in Gold, and the Department has, in terms of itsapprovals, agreed to take into account the authorised dealer licence of SBSA as authorised dealer of theCompany. Accordingly, the Company will not require a separate authorised dealer licence.

Commodity Sale Agreement

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No Debenture Holder will be entitled to require that the Company enters into a Commodity SaleAgreement with such Debenture Holder, unless such Debenture Holder is a Qualifying Debenture Holderand warrants and undertakes to and in favour of the Company that it is entitled to buy, sell and takedelivery of or otherwise deal in the relevant Commodity in accordance with the Precious Metals Act (tothe extent applicable), the Exchange Control Regulations and all other Applicable Laws.

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Taxation

The following summary and guidelines are not a comprehensive statement of the taxationconsiderations to be taken into account when investing in Debentures, are not intended as advice anddo not purport to describe all the considerations that may be relevant to prospective investors inDebentures.

Prospective investors in Debentures should consult their professional advisers with regard to theinvestment in Debentures and the tax implications thereof. Accordingly, neither the Company nor anyof its professional advisers makes any representation and accordingly gives no warranties orundertakings expressed or implied and accordingly accept no responsibility for the accuracy orcompleteness of the information contained in this section of the Prospectus.

Company

The Company will be subject to income tax, as opposed to capital gains tax (CGT), and, in particular, theCommodities it holds will be trading stock.

Its “gross income”, as defined in the Income Tax Act, 58 of 1962 (IT Act), will comprise the proceeds ofCommodity sales to third parties and to Qualifying Debenture Holders, Creation Fees and RedemptionFees and the excess, if any, of the Offer Price over the Redemption Value of Debentures.

The expenditure of the Company will comprise the cost of acquiring Commodities, from third parties andQualifying Applicants, its operating costs and the excess, if any, of the Redemption Value over the OfferPrice of Debentures.

Generally, the Company will be income tax neutral.

The Company is registered as a vendor for VAT. The Commodities are treated as “goods” under theValue-Added Tax Act, 89 of 1991, and therefore all sales and purchases of Commodities are subject toVAT.

The Company will incur VAT on its Commodity purchases in South Africa from registered VAT vendorsand charges of service providers, such as the Manager, the Fund Administrator and the auditors of theCompany, for which it will claim an input tax deduction or credit.

The Company will charge VAT on its Commodity sales (other than export sales or sales taking placeoutside South Africa and sales to local banks, which will be zero-rated), Creation Fees and RedemptionFees, and will account for this VAT, less input tax credits, to the South African Revenue Service.

To the extent that the Gold, Palladium and Platinum is acquired offshore, loco London and the transactionis concluded between a LBMA/LPPM market maker and a non-member, the transaction will be zero-ratedfor UK VAT purposes, provided that the Commodity traded is and remains under the custodianship of amarket member or it is exported outside of the UK. The Company will be making use of the custodialservices of the Custodian, which is a London based member of both the LBMA and the LPPM andconsequently there will be no UK VAT on these transactions.

The Company will have no employees, so it will not have any payroll tax liabilities, such as for PAYE,skills development levies and UIF contributions.

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Debenture Holders

The gain made by Debenture Holders from the acquisition and disposal of Debentures will, depending onthe circumstances of each Debenture Holder, be subject to income tax, CGT or will not be taxable at all,for example, if the Debenture Holder is tax-exempt or, subject to certain requirements, is not a SouthAfrican resident. Applicants are advised to consult with their tax advisers on this aspect.

Debenture Holders will be liable for VAT on Creation Fees, Redemption Fees and any sales of Platinum,Palladium and/or Gold respectively to them by the Company.


The Africa Funds Issuer Owner Trust should not incur any Taxation liabilities.

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Interpretation

In this Prospectus and in the annexures hereto, unless otherwise indicated or the context indicates acontrary intention, the words set out in bold below have the meanings stated opposite them, words in thesingular include the plural and vice versa, words importing one gender include the other gender andreference to persons include reference to legal persons.

Accounting Records the books of account and accounting systems ofthe Company;

Account Bank Agreement the written account bank agreement (asamended, novated and/or replaced from time totime) concluded between the Company andSBSA dated 23 October 2013, in terms ofwhich, inter alia, SBSA shall be appointed asaccount bank and the Company shall open,pursuant to each ETF, certain bank accountswith SBSA;

Africa Funds Issuer Owner Trust the Africa Funds Issuer Owner Trust, a trustinter vivos duly established in terms of theAfrica Funds Issuer Owner Trust Deed andregistered with the Master of the High Court ofSouth Africa (South Gauteng High Court,Johannesburg) under reference number IT1713/2013, which Africa Funds Issuer OwnerTrust has been established with the solepurpose of beneficially holding all of the sharesin the issued share capital of the Company;

Africa Funds Issuer Owner Trust Deed the written trust deed (as amended, novatedand/or replaced from time to time) concludedby SBSA (in its capacity as donor) andMaitland Group South Africa Limited (in itscapacity as trustee) on 4 June 2013, in terms ofwhich the Africa Funds Issuer Owner Trust isestablished;

AfricaGold Debenture a debenture issued by the Company inaccordance with the AfricaGold DebentureConditions and which is intended to track theprice of Gold;

AfricaGold Debenture Conditions the terms and conditions of the AfricaGoldDebentures incorporated in this Prospectus asAnnexure B, subject to and in accordance withwhich the AfricaGold Debentures are issued;

AfricaGold Debenture Holder a Debenture Holder who holds AfricaGold

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Debentures;

AfricaGold Security Trust the AfricaGold Security Trust, a trust intervivos duly established in terms of theAfricaGold Security Trust Deed and registeredwith the Master of the High Court of SouthAfrica (South Gauteng High Court,Johannesburg) under reference number IT2092/2013, which AfricaGold Security Trusthas been established with the sole purpose ofproviding a Guarantee to the AfricaGoldDebenture Holders and the other creditors inrespect of the Gold ETF;

AfricaGold Security Trust Deed the written trust deed (as amended, novatedand/or replaced from time to time) concludedby SBSA (in its capacity as donor) andMaitland Group South Africa Limited (in itscapacity as trustee) on 3 July 2013, in terms ofwhich the AfricaGold Security Trust isestablished;

AfricaPalladium Debenture a debenture issued by the Company inaccordance with the AfricaPalladiumDebenture Conditions and which is intended totrack the price of Palladium;

AfricaPalladium Debenture Conditions the terms and conditions of theAfricaPalladium Debentures incorporated inthis Prospectus as Annexure C, subject to andin accordance with which the AfricaPalladiumDebentures are issued;

AfricaPalladium Debenture Holder a Debenture Holder who holds AfricaPalladiumDebentures;

AfricaPalladium Security Trust the AfricaPalladium Security Trust, a trust intervivos duly established in terms of theAfricaPalladium Security Trust Deed andregistered with the Master of the High Court ofSouth Africa (South Gauteng High Court,Johannesburg) under reference number IT2091/2013, which AfricaPalladium SecurityTrust has been established with the solepurpose of providing a Guarantee to theAfricaPalladium Debenture Holders and thecreditors in respect of the Palladium ETF;

AfricaPalladium Security Trust Deed the written trust deed (as amended, novatedand/or replaced from time to time) concludedby SBSA (in its capacity as donor) andMaitland Group South Africa Limited (in its

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capacity as trustee) on 3 July 2013, in terms ofwhich the AfricaPalladium Security Trust isestablished;

AfricaPlatinum Debenture a debenture issued by the Company inaccordance with the AfricaPlatinum DebentureConditions and which is intended to track theprice of Platinum;

AfricaPlatinum Debenture Conditions the terms and conditions of the AfricaPlatinumDebentures incorporated in this Prospectus asAnnexure A, subject to and in accordance withwhich the AfricaPlatinum Debentures areissued;

AfricaPlatinum Debenture Holder a Debenture Holder who holds AfricaPlatinumDebentures;

AfricaPlatinum Security Trust the AfricaPlatinum Security Trust, a trust intervivos duly established in terms of theAfricaPlatinum Security Trust Deed andregistered with the Master of the High Court ofSouth Africa (South Gauteng High Court,Johannesburg) under reference number IT2090/2013, which AfricaPlatinum SecurityTrust has been established with the solepurpose of providing a Guarantee to theAfricaPlatinum Debenture Holders and thecreditors in respect of the Platinum ETF;

AfricaPlatinum Security Trust Deed the written trust deed (as amended, novatedand/or replaced from time to time) concludedby SBSA (in its capacity as donor) andMaitland Group South Africa Limited (in itscapacity as trustee) on 3 July 2013, in terms ofwhich the AfricaPlatinum Security Trust isestablished;

Allocated Account an allocated account held with the Custodian towhich a quantity of Platinum, Palladium orGold, as applicable, may be credited;

Applicable Laws in relation to any entity, all and any:

statutes and sub-ordinate legislation;

regulations, ordinance and directions;

by-laws;

codes of practice, circulars, guidancenotices, judgments and decisions of anycompetent authority; and

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other similar provisions,

from time to time, compliance with which ismandatory for that entity;

Applicable Procedures the rules and operating procedures for the timebeing of the JSE, and/or any other applicablefinancial exchange, as the case may be;

Applicant a person or entity which makes an offer to theCompany to subscribe for Debentures bycompleting an Application on the basisdescribed in this Prospectus;

Application an application by electronic means in a formacceptable to the Manager and sent to the emailaddress: [email protected];

Authorised Participant a registered financial institution, broker or otherapproved entity that has entered into anAuthorised Participant Agreement with theCompany and who holds all necessaryexchange control and other approvals andlicences to buy, sell, receive, dispose of orotherwise deal in the relevant Commodity inorder to meet its obligations in terms under theAuthorised Participant Agreement;

Authorised Participant Agreement an agreement concluded between the Companyand an Authorised Participant setting out therights and obligations of the AuthorisedParticipant in relation to creations andredemptions of Blocks of Debentures;

Banks Act the Banks Act, 94 of 1990;

Block 100,000 Debentures;

Block Commodity Amount in respect of any ETF, the amount determinedby the Fund Administrator for a given TradingDay by multiplying the NAV of that ETF bythe number of Debentures in each Block(100,000) less accrued expenses and dividingthe resulting product by that day’s London AMFix Price for the relevant Commodity,multiplied by the ruling Rand/US Dollarexchange rate quoted by a reputable sourcedetermined by the Fund Administrator;

Board the board of directors of the Company fromtime to time;

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Bridge Facility Agreement the written bridge facility agreement (asamended, novated and/or replaced from time totime) concluded between the Company andSBSA dated 23 October 2013, in terms ofwhich, inter alia, SBSA shall provide bridgeloan financing to the Company for the purposeof funding certain fees and expenses incurredby the Company in connection with theCompany's business;

Business Day a day (other than a Saturday, Sunday or officialpublic holiday within the meaning of the PublicHolidays Act, 36 of 1994) on whichcommercial banks are generally open to settlepayments in Rand in Johannesburg;

Central Securities Depository Strate Limited (registration number1993/022242/06), or its nominee, a centralsecurities depository established and operatedin terms of the Financial Markets Act;

Central Securities Depository System the electronic settlement system utilised by theJSE and administered by the Central SecuritiesDepository, which facilitates the electronicclearing and settlement for all transactionsconcluded on the JSE;

Certificated Debenture a Debenture that has not been Dematerialised,title to which is represented by a physicaldocument of title;

Class of Debentures a class of Debentures, being either AfricaGoldDebentures or AfricaPlatinum Debentures orAfricaPalladium Debentures;

Commercial Paper Regulations the commercial paper regulations, published inGovernment Notice No. 2172 (GovernmentGazette 16167) of 14 December 1994 issuedpursuant to paragraph (cc) of the definition of“business of a bank” in Section 1 of the BanksAct;

Company Africa ETF Issuer (RF) Limited (formerlyNinatex Proprietary Limited) (registrationnumber 2013/022008/06), a public companyduly incorporated in accordance with the lawsof South Africa;

Companies Act the Companies Act, 71 of 2008;

Company's Business the business conducted by the Company fromtime to time, being, inter alia, the issue of

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Debentures, the acquisition and holding ofCommodities and the sale of Commodities asdescribed or envisaged in this Prospectus andthe Transaction Documents;

Commodity in relation to a Debenture, Gold or Platinum orSilver or Palladium or such other commodity orbasket of commodities, as applicable, whichthat Debenture references;

Commodity Sale Agreement the sale agreement deemed to have beenconcluded between the Company and aQualifying Debenture Holder pursuant to theexercise by such Qualifying Debenture Holderof a Delivery Option, as set out in the relevantDebenture Conditions;

Conditions to Issue the conditions which must be fulfilled prior tothe issue of any Debentures (both in respect ofthe Initial Offer and each Subsequent Issue),being:

(a) the receipt by the Company of a validApplication in respect of such Debenture;

(b) in the case of cash subscriptions inrespect of the Initial Offer, the receipt bythe Company of the Offer Price in respectof the Debentures applied for and theapplication by the Company of suchmonies in the acquisition of the relevantCommodity pursuant thereto;

(c) in the case of in specie subscriptions, thereceipt by the Company of confirmationfrom the Custodian that the InitialQuantity of the relevant Commodity inrespect of the Debentures applied for, hasbeen deposited with the Custodiantogether with an instruction from therelevant Applicant to transfer suchCommodity the relevant AllocatedAccount of the Company; and

(d) the receipt by the Company of theCreation Fee;

Conditions to Redemption the conditions which must be fulfilled prior to aDebenture Holder being entitled to redeem aDebenture in accordance with the provisions ofDebenture Condition 7, being:

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(a) a Debenture may only be redeemedtogether with and as part of so manyother Debentures as will constitute 1(one) or more Blocks; and

(b) a Debenture may only be redeemed on aTrading Day;

Creation Fee the fee payable by an Applicant to theCompany for the issue of the Debenturesapplied for by such Applicant, the amountcurrently as at the date of this Prospectusthought to be sufficient being an amount equalto R5,000 (excluding VAT);

CSDP a person accepted by the Central SecuritiesDepository as a participant in terms of theFinancial Markets Act;

Custodian JPMorgan Chase Bank, N.A., a nationalbanking association organised under the lawsof the United States of America, acting throughits London branch, or such other custodian asmay be appointed by the Company from timeto time;

Custody Agreements the written agreements (as amended, novatedand/or replaced from time to time) concludedbetween the Company and the Custodian dated8 October 2013, in terms of which, inter alia,the Custodian is appointed as custodian of theCommodities held by the Company from timeto time;

Debenture an AfricaPlatinum Debenture or anAfricaPalladium Debenture or an AfricaGoldDebenture or any other debenture issued by theCompany which references a particularCommodity, as applicable;

Debenture Conditions the AfricaPlatinum Debenture Conditions orthe AfricaPalladium Debenture Conditions orthe AfricaGold Debenture Condition, asapplicable;

Debenture Holder in relation to any Debenture, the person orentity whose name is entered in the Register asthe holder of such Debenture;

Delivery Date in relation to the exercise of any DeliveryOption, the date which is the later of:

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(a) the fifth Trading Day after theRedemption Date of the Debentures inrespect of which such Delivery Optionhas been exercised if the Delivery Optionhas been exercised in respect ofDebentures; or

(b) the Delivery Date specified in theRedemption Notice pursuant to whichsuch Delivery Option is exercised;

Delivery Option the right and option of any QualifyingDebenture Holder redeeming one or moreBlocks of Debentures to require the Company,under the relevant Debenture Conditions, to sellto such Qualifying Debenture Holder a quantityof the relevant Commodity equal to theReference Quantity of the Debentures soredeemed;

Dematerialised the process whereby physical debenturecertificates and other documents of title arereplaced with electronic records evidencingownership of Debentures for the purposes ofthe Central Securities Depository System andrecorded in a sub-register of Debenture Holdersmaintained by a CSDP or broker;

Dematerialised Debenture a Debenture that has been Dematerialised;

Dollars or US Dollars the lawful currency of the United States ofAmerica;

Enforcement Notice in respect of each Debenture, a notice served bythe Security Trust or, in the case of creditorsbeing entitled to take action directly against theCompany, a notice deemed to be served by theSecurity Trust on the Company pursuant to theDebenture Conditions following an Event ofDefault;

ETF the Platinum ETF or the Palladium ETF or theGold ETF, as applicable;

ETF Value in respect of an ETF and on any day, theReference Quantity in respect of a Debentureissued in respect of that ETF multiplied by theLondon AM Fix Price (of the Commodity thatsuch Debenture references) on such dayconverted at the US Dollar/ZAR foreignexchange rate as published on Bloomberg at thetime of conclusion of that London AM Fix

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Price (of such Commodity);

Event of Default the occurrence of any of the following events:

(a) the Company being wound up orliquidated (in each case, whetherprovisional or final), provided that anoffer of compromise in terms of section115 of the Companies Act on terms andconditions approved by the DebentureHolders by a Extraordinary Resolution tothat effect and in circumstances wherethe Company is solvent shall notconstitute a winding-up of the Companyfor purposes of this sub-paragraph (a); or

(b) the Company having any application orother proceedings brought against it, interms of which the Company is sought tobe wound up or placed in liquidation(whether provisional or final); or

(c) subject to the proviso in sub-paragraph(a) which shall apply mutatis mutandis,the Company committing any act whichis or would, if the Company were anatural person, be an act of insolvency asdefined in the Insolvency Act, 24 of1936;

(d) subject to the proviso in sub-paragraph(a) which shall apply mutatis mutandis,the Company compromising orattempting to compromise with orattempting to defer payment of debtowing by it to its creditors generally;

(e) subject to the proviso in sub-paragraph(a) which shall apply mutatis mutandis,any procedural steps being taken by theCompany with a view to effecting acompromise or arrangement with itscreditors generally;

(f) any resolution is proposed for thecommencement of business rescueproceedings in relation to the Company;

(g) the Company ceasing to carry on theCompany's Business in a normal andregular manner or materially changingthe nature of the Company's Business or,

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through an official act of the Company'sBoard, the Company threatening to ceaseto carry on the Company's Business;

(h) any liquidator (whether provisional orfinal), receiver, business recuepractitioner, administrator or othersimilar official is appointed to theCompany or any of its assets;

Exchange Control Regulations the Exchange Control Regulations, 1961promulgated in terms of section 9 of the SouthAfrican Currency and Exchanges Act, 9 of1933;

Exchange Control Rulings the exchange control rulings issued toauthorised dealers by the Financial SurveilanceDepartment of the South African Reserve Bankunder the powers delegated by the Minister ofFinance which contain the permissions,conditions and limits applicable to transactionsin foreign exchange that may be undertaken byAuthorised Dealerspursuant;

Extraordinary Resolution a resolution passed at a properly constitutedmeeting of Debenture Holders by a majorityconsisting of not less than 75% (seventy-fivepercent) of the number of Debenturesrepresented at that meeting (present in personor by Proxy and voting whether on a show ofhands or on a poll);

FICA the Financial Intelligence Centre Act, 38 of2001;

Financial Markets Act the Financial Markets Act, 19 of 2012;

Form of Proxy an instrument in writing signed by aCertificated Debenture or, in the case of aDebenture Holder holding a CertificatedDebenture which is a company or other juristicperson, signed on its behalf by a Representativeof the company or juristic person appointing aProxy;

Fund Administrator Maitland Group South Africa Limited or suchother fund administrator as may be appointedby the Company in terms of the FundManagement Agreement;

Fund Management Agreement the written fund management agreement (asamended, novated and/or replaced from time to

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time) concluded between the Company and theFund Aministrator dated 18 October 2013, interms of which, inter alia, the FundAdminstrator is appointed by the Company toadminister certain affairs of the Company andthe Company's Business and to perform certaincalculation functions in connection with theCompany's Business;

Gold physical gold in the form of London GoodDelivery Gold Bars;

Gold ETF the exchange traded fund established by theTransaction Documents and to be operated bythe Company as described in this Prospectuswhich is intended to track the price of Gold;

Good Delivery Standard the refining standard and weights:

(a) in respect of Platinum, set by the LPPMfor platinum plates and ingots as set outin "The Good Delivery Rules forPlatinum and Palladium Plates andIngots" published by the LPPM fromtime to time; and

(b) in respect of Gold, set by the LBMA forgold bars as set out in the "London GoodDelivery Rules for Gold and Silver Bars"published by the LBMA from time totime; and

(c) in respect of Palladium, set by the LPPMfor palladium plates and ingots as set outin "The Good Delivery Rules forPlatinum and Palladium Plates andIngots" published by the LPPM fromtime to time;

Guarantee in respect of an ETF, the guarantee granted bythe applicable Security Trust to the applicableDebenture Holder under that ETF and othercreditors in respect of that ETF;

Guardian's Fund the statutory trust established in terms ofChapter V of the Administration of Estates Act,1965;

IFRS the relevant International Financial ReportingStandards as issued from time to time by theInternational Accounting Standards Board or its

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successor body;

Indemnity in respect of an ETF, the indemnity agreementconcluded by the Issuer in favour of theapplicable Security Trust for that ETF in termsof which the Issuer indemnifies that SecurityTrust against any claims, losses or liabilitieswhich that Security Trust may suffer or incur asa result of or in connection with the Guaranteeissued by such Security Trust;

Initial Offer the first offer to be made by the Company toqualifying investors in South Africa tosubscribe for:

(a) AfricaPlatinum Debentures referencing amaximum of 50,000 fine troy ounces ofPlatinum; and

(b) AfricaGold Debentures referencing amaximum of 50,000 fine troy ounces ofGold; and

(c) AfricaPalladium Debentures referencinga maximum of 10,000 fine troy ounces ofPalladium,

in each case as described in this Prospectus;

Initial Quantity in relation to a Debenture, the quantity of therelevant Commodity to which that Debenturewas referenced and linked on the Issue Date ofthat Debenture which, in respect of theDebentures issued pursuant to the Initial Offershall be (a) in the case AfricaPlatinumDebentures, 1/100 troy ounces of Platinum, or(b) in the case of AfricaGold Debentures, 1/100troy ounces of Gold, or (c) in the case ofAfricaPalladium Debentures, 1/100 troy ouncesof Palladium, and in respect of eachSubsequent Issue shall be the ReferenceQuantity of the Debentures already in issue asat the Issue Date of the Debentures issuedunder such Subsequent Issue;

Issue Date in relation to a Debenture, the date of actualissue of that Debenture;

JSE the Johannesburg Stock Exchange, theexchange operated by JSE Limited (registrationnumber 2005/022939/06);

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JSE Guarantee Fund the guarantee fund established and operated bythe JSE as a separate guarantee fund in terms ofthe rules of the JSE, as required by sections8(1)(h) and 17(2)(w) of the Financial MarketsAct, or any successor fund;

JSE Listings Requirements the listings requirements and debt listingsrequirements, as applicable, published by theJSE from time to time;

LBMA the London Bullion Market Association;

Letter of Allocation a letter of allocation issued by the Company toa successful Applicant in respect of theDebentures to be issued to the holder of suchletter of allocation upon fulfilment of theConditions to Issue;

LPPM the London Platinum and Palladium Market;

Locally Sourced the Commodity being sourced from SouthAfrican sources;

London Good Delivery Bar a London Good Delivery Gold Bar or a LondonGood Delivery Platinum Bar or a London GoodDelivery Palladium Bar, as applicable;

London Good Delivery Gold Bar a gold bar which conforms with the GoodDelivery Standard of the LBMA, being thefollowing:

(a) in respect of weight:

o the minimum gold content shouldbe 350 fine troy ounces(approximately 10,9kg);

o the maximum gold content shouldbe 430 fine troy ounces(approximately 13,4kg); and

o the gross weight of a bar should beexpressed in fine troy ounces, inmultiples of 0,025, rounded downto the nearest 0,025 of a troyounce;

(b) in respect of dimension:

o the top surface should be 255mm x81mm;

o the bottom surface should be

70

236mm x 577mm; and

o the thickness should be 37mm;

(c) in respect of fineness, the minimumacceptable fineness is 99,5%; and

(d) lastly in respect of marks, it shouldcontain:

o the serial number;

o the assay stamp of the refiner;

o the fineness (to four significantfigures); and

o the year of manufacture (expressedin 4 (four) digits);

London Good Delivery Palladium Bar a palladium plate or ingot which conforms tothe Good Delivery Standard of the LPPM,being the following:

(g) in respect of weight:

o the minimum weight should be 1kilogram (32.151 troy ounces);

o the maximum weight should be 6kilograms (192.904 troy ounces);and

o the gross weight of a plate or ingotshould, if expressed in grams, beshown to one decimal place, ifexpressed in kilograms, be shownto 4 decimal places and ifexpressed in troy ounces, be shownto 3 decimal places;

(h) in respect of fineness, the minimumacceptable fineness is 99,95%; and

(i) lastly in respect of marks, it shouldcontain:



o the fineness (to four significantfigures);

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o the mark PD or PALLADIUM;

o the year of manufacture (expressedin 4 (four) digits); and

o the weight in grams or troy ounces;

London Good Delivery Platinum Bar a platinum plate or ingot which conforms to theGood Delivery Standard of the LPPM, beingthe following:

(a) in respect of weight:

o the minimum weight should be 1kilogram (32.151 troy ounces);

o the maximum weight should be 6kilograms (192.904 troy ounces);and

o the gross weight of a plate or ingotshould, if expressed in grams, beshown to one decimal place, ifexpressed in kilograms, be shownto 4 decimal places and ifexpressed in troy ounces, be shownto 3 decimal places;

(b) in respect of fineness, the minimumacceptable fineness is 99,95%; and

(c) lastly in respect of marks, it shouldcontain:



o the fineness (to four significantfigures);

o the mark PT or PLATINUM;

o the year of manufacture (expressedin 4 (four) digits); and

o the weight in grams or troy ounces;

London AM Fix Price (a) in respect of Platinum, the price of a troyounce of Platinum (in US Dollars) fixedat the morning session of the twice dailyfix of the price of a troy ounce ofPlatinum which starts at 09h45 (Londontime) and is performed in London by the

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4 (four) fixing members of the LPPM;

(b) in respect of Palladium, the price of atroy ounce of Palladium (in US Dollars)fixed at the morning session of the twicedaily fix of the price of a troy ounce ofPalladium which starts at 09h45 (Londontime) and is performed in London by the4 (four) fixing members of the LPPM;

(c) in respect of Gold, the price of a troyounce of Gold (in US Dollars) fixed atthe morning session of the twice daily fixof the price of a troy ounce of Goldwhich starts at 11h00 (London) time andis performed by the 5 (five) fixingmembers of the LBMA;

Management Agreement the written management agreement (asamended, novated and/or replaced from time totime) concluded between the Company and theManager dated 5 March 2014, in terms ofwhich, inter alia, the Manager is appointed bythe Company to manage certain affairs of theCompany and the Company's Business and toadvise the Company in relation to the conductof certain aspects of the Company's Business;

Manager SBSA, or such other manager of the Companyas may be appointed by the Company in termsof the Management Agreement;

Market Maker SBSA, in its capacity as such or such othermarker maker appointed by the Company fromtime to time;

Monthly Charge in respect of an ETF, an amount sufficient to,inter alia, meet the monthly fees and expensesof the Company from time to time which areattributable to or apportioned to that ETF,which fees and expenses are funded through thesale of the relevant Commodity which that ETFreferences. The amount currently thought as atthe date of this Prospectus to be sufficient tomeet such fees and expenses is: (i) 0.30% perannum of the Platinum underlying theAfricaPlatinum ETF; and (ii) 0.35% per annumof the Palladium underlying theAfricaPalladium ETF; and (iii) 0.30% perannum of the Gold underlying the AfricaGoldETF, in each case held by the Company from

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time to time in excess of 1,000 fine troy ouncesof the applicable Commodity;

NAV in respect of an ETF at any time, the total valueof the relevant underlying Commodity for thatETF, less the liabilities attributable to orapportioned to that ETF, divided by the totalnumber of Debentures outstanding under thatETF at such time;

Nominated Account the relevant Allocated Account or UnallocatedAccount of a Qualifying Debenture Holder intowhich the Sale Commodity to be delivered tosuch Qualifying Debenture Holder pursuant tothe exercise of a Delivery Option shall becredited;

Offer Price in relation to each Debenture, the price(expressed in Rand) at which such Debenture isissued on the Issue Date thereof, being anamount calculated with reference to the valueof the Initial Quantity of the relevantCommodity linked to that Debenture as at theIssue Date thereof and published on SENS;

Palladium physical palladium in the form of London GoodDelivery Palladium Bars;

Palladium ETF the exchange traded fund established by theTransaction Documents and to be operated bythe Company as described in this Prospectuswhich is intended to track the price ofPalladium;

Participating Broker SBG Securities Proprietary Limited, or suchother participating broker as may be appointedfrom time to time;

Platinum physical platinum in the form of London GoodDelivery Platinum Bars;

Platinum ETF the exchange traded fund established by theTransaction Documents and to be operated bythe Company as described in this Prospectuswhich is intended to track the price ofPlatinum;

Portfolio Composition File in respect of an ETF, the file created by theFund Administrator after close of trading oneach Trading Day setting out the amount of therelevant Commodity required for the creationor redemption of Debentures under that ETF on

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the following Trading Day;

Priority of Payments the priority in which creditors of the Companyare to be repaid, as set out in Condition 9 ofeach of the AfricaPlatinum DebentureConditions, the AfricaPalladium DebentureConditions and the AfricaGold DebentureConditions;

Prospectus this prospectus, together with the annexuresattached hereto;

Proxy a person duly appointed under a Form of Proxyto act for and on behalf of a Debenture Holderholding a Certificated Debenture in connectionwith any meeting or proposed meeting ofDebenture Holders;

Qualifying Applicant an Applicant owning and holding at least 1000fine troy ounces of the relevant Commoditywith the Custodian and who satisfies theManager and Fund Administrator that it is inpossession of all necessary licences, consentsand approvals that are required to buy, own, bein possession of and/or otherwise deal in therelevant Commodity;

Qualifying Debenture Holder a Debenture Holder holding 1 (one) or moreBlocks of Debentures and who satisfies theManager and Fund Administrator that he is inpossession of all necessary licences, consentsand approvals that are required to buy, own, bein possession of and/or otherwise deal in therelevant Commodity;

Rand or ZAR Rand, the legal currency of South Africa;

Redemption Date in relation to a Debenture, the date on whichsuch Debenture is actually redeemed inaccordance with the relevant DebentureConditions;

Redemption Fee the fee payable by a Debenture Holder on theredemption of a Debenture held by it, theamount currently thought as at the date of thisProspectus to be sufficient being an amountequivalent to R5,000 (excluding VAT);

Redemption Notice a notice delivered by or on behalf of aDebenture Holder exercising its right to requirethe redemption of all or some of the Debenturesheld by it, which redemption notice shall

75

comply with all relevant requirements of therelevant Debenture Conditions and shall be inthe form of Annexure F to this Prospectus;

Redemption Value in relation to a Debenture and as at theRedemption Date thereof, an amount equal tothe Sale Proceeds realised or that would havebeen realised by the Company pursuant to asale of the Reference Quantity of the relevantCommodity to which such Debenture is linked;

Reference Quantity in relation to a Debenture, the specific quantityof the relevant Commodity to which thatDebenture is referenced and linked as at anygiven point in time, calculated in accordancewith the following formula:

Where:

RQ = the Reference Quantity to be determined,expressed in troy ounces;

IQ = the Initial Quantity of that Debenture,expressed in troy ounces;

D = the number of days between the Issue Dateof the first Debenture issued and theRedemption Date of the Debenture in respect ofwhich the Reference Quantity is to bedetermined; and

L = the Monthly Charge for the relevant ETF,which Monthly Charge accrues daily and willbe deducted monthly in arrears;

Register the register of Debentures, which register shall,in the case of Dematerialised Debentures, bekept by the Central Securities Depository and,in the case of Certificated Debentures, be keptby the Transfer Agent;

Representative a person authorised by a resolution of acorporate Debenture Holder's directors or othergoverning body to act as its representative inconnection with any meeting or proposedmeeting of Debenture Holders;

76

Sale Commodity the Commodity to be sold by the Company to aQualifying Debenture Holder exercising aDelivery Option in terms of a Commodity SaleAgreement;

Sale Proceeds in respect of a particular Commodity, theproceeds realised by the Company from thesale of that Commodity to an AuthorisedParticipant on redemption of all or any of theDebentures issued by it which reference suchCommodity, being an amount equal to theproceeds realised by the Authorised Participantfrom the sale of such Commodity in the spotmarket at the relevant London AM Fix Price,less the costs of arranging and completing suchsale, storage costs, insurance costs and allapplicable Taxation payable in connection withsuch sale;

SBSA The Standard Bank of South Africa Limited(registration number 1962/000738/06);

Security any mortgage, pledge, lien, equity option,encumbrance, charge, assignment, right of set-off, adverse right or interest whatsoever,including any mortgage bond, notarial bond,hypothecation, assignment, cession insecuritatem debiti, deposit by way of securityor any other agreement or arrangement(whether conditional or not and whetherrelating to existing or to future assets), havingthe effect of providing a security interest orpreferential treatment to a person over anotherperson’s assets (including set-off, title retentionor reciprocal fee arrangements) or anyagreement or arrangement to give any form ofsecurity or preferential treatment to a personover another person’s assets, but excludingstatutory preferences, howsoever created orarising;

Security Agreement in relation to an ETF, the security agreementconcluded between the Company and theapplicable Security Trust for such ETF,pursuant to which the Company grants to andin favour of that Security Trust Security overall the Company’s right, title and interest in andto the Company's holdings of the relevantCommodity held in the applicable AllocatedAccount and Unallocated Account of the

77

Company;

Security Trust in respect of the AfricaPlatinum Debentures,the Africa Platinum Security Trust and inrespect of the AfricaPalladium Debentures, theAfrica Palladium Security Trust and in respectof the AfricaGold Debentures, the Africa GoldSecurity Trust respectively;

SENS the Stock Exchange News Service, an office ofthe JSE;

Settlement Agent a CSDP approved in terms of the ApplicableProcedures to perform electronic netsettlements of both funds and scrip on behalf ofmarket participants;

South Africa the Republic of South Africa;

Subsequent Issue an issue of further Debentures by the Companyto one or more specifically named subscriberstherefor made subsequent to the date of theInitial Offer, on the basis as described in thisProspectus;

Taxes all taxes, duties, assessments, levies and/orgovernmental charges (including any penalty inrespect thereof and interest thereon) payable toany governmental authority or any politicalsub-division thereof or any authority or agencytherein or thereof having the power to tax,including income tax, VAT and regionalservices levies;

Trading Day a day on which trading takes place on the JSE;

Transaction Documents collectively:

(a) the Debenture Conditions;

(b) the Bridge Facility Agreement;

(c) the Account Bank Agreement;

(d) the Fund Management Agreement;

(e) the Management Agreement;

(f) the Transfer Agency Agreement

(g) the Custody Agreements;

(h) each Indemnity;

78

(i) each Guarantee;

(j) each Security Agreement;

(k) the Africa Funds Issuer Owner TrustDeed; and

(l) the memorandum of incorporation of theCompany,

all as amended, novated and/or replaced fromtime to time;

Transfer Agent SBSA, or such other transfer agent asappointed by the Company in terms of theTransfer Agency Agreement;

Transfer Agency Agreement the written transfer agency agreement (asamended, novated and/or replaced from time totime) concluded between the Company and theTransfer Agent dated 24 October 2013, interms of which, inter alia, the Transfer Agent isappointed by the Company to provide certaintransfer agency services to the Company inrelation to the Debentures;

Transfer Form the written form for transfer of any Debentureevidenced by a certificate in a form approvedby the Transfer Agent and signed by thetransferor and the transferee;

Unallocated Account an unallocated account held with the Custodianto which a quantity of Platinum, Palladium orGold, as applicable, may be credited;

VAT value added tax levied in terms of the ValueAdded Tax Act, 1991 and any other Tax of asimilar nature.

All references in this Prospectus to any Act, regulation, or other statutory provision shall be a reference tosuch Act, regulation or other statutory provision as amended and/or re-promulgated from time to time andfor the time being.

All reference in this Prospectus to a time of day shall, unless otherwise specifically indicated, be areference to time in Johannesburg, South Africa.

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7.B.23Directors' Signatures

By order of the Board 18 March 2014

Registered office:32 Fricker Road, Illovo, 2196

SIGNED IN ____________________________ ON ______________________ 2014 BY OR ONBEHALF OF THE DIRECTORS OF AFRICA ETF ISSUER (RF) LIMITED

___________________________ _________________________DAVID PETER TOWERS JOHANN ERASMUSCHAIRMAN DIRECTOR

___________________________ _________________________JAN WANDRAG KURT WADE VAN STADENDIRECTOR DIRECTOR

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7.C.3(a) - (d)

Annexure A - Terms and Conditions of the AfricaPlatinum Debentures

The terms and conditions subject to and in accordance with which the AfricaPlatinum Debentureswill be issued are as follows.

1. Interpretation

1.1 Definitions

In these AfricaPlatinum Debenture Conditions words and phrases defined in the section of theProspectus headed "Interpretation" shall have the same meaning when used in theseAfricaPlatinum Debenture Conditions, unless the context clearly indicates a contrary intention.

1.2 Construction

(a) In these AfricaPlatinum Debenture Conditions, unless a contrary intention appears a wordor expression which denotes:

(i) any gender shall include the other genders;

(ii) a natural person shall include an artificial or juristic person and viceversa; and

(iii) the singular shall include the plural and vice versa.

(b) Any reference to a statute, regulation or other legislation shall be to that statute,regulation or other legislation as at the date of the Prospectus and as amended orsubstituted from time to time.

(c) Any reference to any agreement or Transaction Document shall be to that agreement orTransaction Document as at the date of the Prospectus and as amended, novated and/orreplaced from time to time.

(d) Any word or expression defined in the Companies Act shall bear the same meaning whereused in these AfricaPlatinum Debenture Conditions as ascribed to it therein.

(e) Any provision in a definition which is a substantive provision conferring a right orimposing an obligation on any party shall, notwithstanding that it is only a definition, begiven effect to as if it were a substantive provision of these AfricaPlatinum DebentureConditions.

(f) Where any number of days is prescribed or must be calculated from a particular day, suchnumber shall be calculated as excluding such particular day and commencing on the nextday.

(g) References to days (other than references to Business Days), months and/or years shall beconstrued as references to calendar days, months and/or years.

(h) If the last day of the number of days to be so calculated falls on a day which is not aBusiness Day, the last day shall be deemed to be the following Business Day.

(i) References to a time of day shall, unless otherwise indicated, be references to time inJohannesburg, South Africa.

81

(j) A reference to a Condition followed by a specific number shall be a reference to thecorresponding numbered paragraph of these AfricaPlatinum Debenture Conditions.

(k) The use of the word including followed by specific examples shall not be construed aslimiting the meaning of the general word preceding it and the eiusdem generis rule shallnot be applied in the interpretation of such general wording or such specific examples.

(l) Any word or expression defined within a particular Condition other than this Condition 1(whether by incorporation by reference or otherwise), shall bear the meaning ascribed toit in that Condition wherever it is used in these AfricaPlatinum Debenture Conditions.

(m) Any rule of construction requiring that these Terms and Conditions be interpreted orconstrued against the party responsible for the drafting or preparation to hereof shall notbe of any application.

2. Issue

2.1 The Company shall, pursuant to the Initial Offer, issue AfricaPlatinum Debentures referencing amaximum of 1 000 000 (one million) troy ounces of Platinum.

2.2 The Company is entitled, without the consent of the then existing AfricaPlatinum DebentureHolders, to issue further AfricaPlatinum Debentures at any time, provided that the Conditions toIssue have been fulfilled as at the date of such issue and provided that, in any year, suchAfricaPlatinum Debentures do not reference more than 1 000 000 (one million) troy ounces ofPlatinum without the approval of the South African Reserve Bank.

3. Form and Denomination

3.1 The AfricaPlatinum Debentures are secured debentures which shall be issued by the Companyfrom time to time in initial denominations each linked to the value of an Initial Quantity ofPlatinum.

3.2 The value of each AfricaPlatinum Debenture will be linked to the Reference Quantity of Platinumfrom time to time. An AfricaPlatinum Debenture Holder will, however, have no ownership rightor beneficial interest in and to any Platinum held by the Company from time to time.

3.3 The AfricaPlatinum Debentures will initially be issued as Dematerialised Debentures in terms ofsection 33 of the Financial Markets Act and will not be represented by any certificate or writteninstrument. However, the holder of a Dematerialised Debenture will be entitled to exchange suchDematerialised Debenture for a Certificated Debenture in accordance with section 33 of theFinancial Markets Act. Any such exchange will be done in accordance with Condition 16.

4. Status and security

4.1 The AfricaPlatinum Debentures constitute (subject to the provisions of this Condition 4) direct,unconditional, unsubordinated and secured obligations of the Company. The claims of eachAfricaPlatinum Debenture Holder under the AfricaPlatinum Debentures shall rank pari passu withthe claims of all other AfricaPlatinum Debenture Holders under the AfricaPlatinum Debentures.

4.2 Upon the occurrence of an Event of Default, the rights of the AfricaPlatinum Debenture Holdersshall be limited to the extent that no AfricaPlatinum Debenture Holder shall be entitled to enforceits rights under the AfricaPlatinum Debentures against the Company or to take any action orinstitute any proceedings against the Company under the AfricaPlatinum Debentures (whether torecover any amount payable by the Company under the AfricaPlatinum Debentures or otherwise)but all such rights shall vest in the AfricaPlatinum Security Trust. Should the AfricaPlatinum

7.C.3(c)

7.C.3(a)7.C.2(a)

7.C.2(f)

7.C.2(b)7.C.2(d)

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Security Trust be sequestrated or wound up or should the Guarantee issued by the AfricaPlatinumSecurity Trust and the Indemnity granted in favour of the AfricaPlatinum Security Trust be orbecome unenforceable, then the AfricaPlatinum Debenture Holders shall themselves be entitled toenforce their rights under the AfricaPlatinum Debentures and to take action and instituteproceedings directly against the Company should an Event of Default occur or should theAfricaPlatinum Debentures otherwise become redeemable in terms of Condition 7.

4.3 The Guarantor shall bind itself in writing to the AfricaPlatinum Debenture Holders as guarantorfor and co-principal debtor in solidum with the Company for the due and punctual fulfilment bythe Company of all of its payment obligations which it may incur to the AfricaPlatinumDebenture Holders under the AfricaPlatinum Debentures.

4.4 The liability of the AfricaPlatinum Security Trust pursuant to the aforementioned Guaranteeshall, however, be limited to the aggregate amount recovered by the Guarantor from the Companyarising out of the Indemnity given by the Company to the AfricaPlatinum Security Trust. Theobligations of the Company under the Indemnity shall be secured by the Security Agreementconcluded with the AfricaPlatinum Security Trust in terms of which the Company grants Securityin favour of the AfricaPlatinum Security Trust over all of the Company's rights, title and interestin and to all of the Platinum held by the Company in the relevant Allocated Account andUnallocated Account. In addition, all amounts recovered by the AfricaPlatinum Security Trustpursuant to the aforementioned Guarantee shall be distributed by the AfricaPlatinum SecurityTrust in accordance with the Priority of Payments.

4.5 The AfricaPlatinum Debenture Holders are not entitled to institute, or join with any person ininstituting, any proceedings for the Company to be liquidated or for the appointment of aliquidator, business rescue practitioner or similar officer of the Company or any of theCompany’s assets or revenues, until one year after the AfricaPlatinum Security Trust has notifiedthe AfricaPlatinum Debenture Holders that it has no further assets or right to any assets of theCompany available for the payment of any sums outstanding and owing by the Company underthe AfricaPlatinum Debentures.

5. Title

5.1 Title to the AfricaPlatinum Debentures will pass upon registration of transfer in accordance withCondition 17.

5.2 The Company and the Transfer Agent shall recognise an AfricaPlatinum Debenture Holder as thesole and absolute owner of the AfricaPlatinum Debenture registered in that AfricaPlatinumDebenture Holder's name in the Register (notwithstanding any notice of ownership or writingthereon or notice of any previous loss or theft thereof) for all purposes and shall not be bound toenter any trust in the Register or to take notice of or to accede to the execution of any trust(express, implied or constructive) to which any AfricaPlatinum Debenture may be subject.

5.3 In terms of existing law and practice, title to Dematerialised Debentures will be transferredthrough the Central Securities Depository System by way of book entries into the securitiesaccounts of the relevant CSDP. Such transfers will not be recorded in the Register and therelevant CSDP (or its relevant nominee) will continue to be reflected in the Register as theAfricaPlatinum Debenture Holder in respect of such Dematerialised Debentures, notwithstandingsuch transfers.

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6. Company's Undertakings

The Company gives the undertakings set out in this Condition 6 in favour of the AfricaPlatinumDebenture Holders and the AfricaPlatinum Security Trust for so long as there are anyAfricaPlatinum Debentures in issue.

6.1 Corporate Status

The Company shall:

(a) do all such things as are necessary to maintain its corporate existence and to always holditself out as an entity which is legally separate and independent from any other entity orgroup of entities and to correct any misunderstanding known to the Company regardingits separate identity; and

(b) obtain, comply with the terms of and do all that is necessary to maintain in full force andeffect all authorisations, approvals, licences and consents required by all Applicable Lawsto enable the Company to lawfully enter into and perform its obligations under theAfricaPlatinum Debenture Conditions and each of the Transaction Documents to which itis a party and to conduct the Company's Business.

6.2 Comply with obligations

The Company shall:

(a) take such steps as are reasonable to enforce its rights under the AfricaPlatinumDebentures and all other agreements (including the Transaction Documents) to which it isa party; and

(b) comply with, perform and observe all of its obligations under the AfricaPlatinumDebentures and all other agreements (including the Transaction Documents) to which it isa party.

6.3 Maintain Accounting Records

The Company shall:

(a) prepare and keep proper and adequate Accounting Records in accordance with IFRS, theCompanies Act and the JSE Listings Requirements; and

(b) lodge timely returns thereof as required under all Applicable Laws.

6.4 Taxation

The Company shall:

(a) at all times maintain its tax residence in South Africa; and

(b) timeously pay all Taxes as and when due (other than Taxes disputed by the Company ingood faith).

6.5 Listing on the JSE

The Company shall use all reasonable efforts to obtain and maintain a listing of theAfricaPlatinum Debentures on the JSE. If, however, it is unable to do so (having used suchreasonable endeavours) or if the maintenance of such listing is found to be unduly onerous to theCompany, and the Company is satisfied that the interests of AfricaPlatinum Debenture Holders

84

would not thereby be materially prejudiced, the Company shall instead use all reasonableendeavours to promptly obtain and thereafter maintain a listing of the AfricaPlatinum Debentureson such other stock exchange/s as it may reasonably determine. Any de-listing of theAfricaPlatinum Debentures from the JSE will be subject to the provisions of the JSE ListingsRequirements.

6.6 Other Information

The Company shall supply such information as it is required by Applicable Laws (including theJSE Listings Requirements) and distribute same to its shareholder, the AfricaPlatinum DebentureHolders and the AfricaPlatinum Security Trust from time to time.

6.7 Platinum

The Company shall:

(a) ensure that as far as possible it only acquires or accepts Locally Sourced Platinum andstores the Platinum with the Custodian in the form of London Good Delivery PlatinumBars;

(b) subject to Condition 6.7(c), ensure that all Platinum of the Company is held in asegregated Allocated Account of the Company with the Custodian;

(c) save as described in the Prospectus, ensure that no more than 400 troy ounces of Platinumare at any time deposited in the Unallocated Account of the Company with the Custodian;and

(d) only dispose of Platinum standing to the credit of its Unallocated Account for the purposeof meeting its statutory costs and operating fees and expenses or where the quantity ofPlatinum to be disposed of pursuant to a redemption of any AfricaPlatinum Debentures inaccordance with the provisions of these AfricaPlatinum Debenture Conditions is notexactly equal to a multiple of whole London Good Delivery Platinum Bars.

6.8 Events of Default

The Company shall promptly inform the AfricaPlatinum Debenture Holders and theAfricaPlatinum Security Trust, in accordance with the provisions of Condition 7.3, of theoccurrence of an Event of Default.

6.9 Independent Directors

The Company shall ensure that at least 3 (three) directors of the Company are independentdirectors nominated by the Africa Funds Issuer Owner Trust and shall not recognise a quorum atany meeting of the Board unless 2 (two) of such independent directors are present at that meeting.

6.10 Use of Proceeds

The Company shall utilise the proceeds derived from the issue of the AfricaPlatinum Debenturesto acquire Platinum, which is to be retained and used by the Company on the basis more fullydescribed in this Prospectus. For purposes of the Commercial Paper Regulations it is recordedthat the “Ultimate Borrower”, as defined in the Commercial Paper Regulations, of the netproceeds from the AfricaPlatinum Debentures will be the Company.

6.11 Further Issues

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The Company shall not issue any further AfricaPlatinum Debentures unless, as at the date thereof,the Conditions to Issue have been fulfilled.

6.12 Restrictions on Activities

The Company shall not engage in any activity which is outside the scope of the restrictions placedon it in terms of its memorandum of incorporation or which is not in terms of or directly related toany of the activities which the Transaction Documents provide for or envisage that the Companywill engage in.

6.13 Negative Pledge

The Company shall not dispose of, create or permit to subsist any encumbrance (unless arising bythe operation of law) upon the whole or any part of the Company's assets or its revenues, presentor future, or the Company's Business, save for any such encumbrance subsisting under or inconnection with any Transaction Document and/or the Debenture Conditions.

6.14 Indebtedness

The Company shall not incur any indebtedness save as contemplated in the Prospectus and/or theTransaction Documents.

6.15 Other

The Company shall not, save to the extent contemplated in the Prospectus and/or the TransactionDocuments:

(a) have any subsidiaries, employees or premises;

(b) consolidate or merge with any other person or entity or convey or transfer its properties orassets substantially as an entirety to any other person or entity;

(c) alienate, dispose of, encumber, deal with or grant any options or present or future rights toacquire any of its assets or undertakings or any right, title or interest in and to such assetsor undertakings and any interests, estate, right, title or benefit therein; or

(d) consent to any variation or waiver of the terms of any of the AfricaPlatinum DebentureConditions and/or Transaction Documents other than in accordance with the DebentureConditions, or

(e) permit any party to the Debenture Conditions and/or any of the Transaction Documents orany other person whose obligations form part of the security created by the DebentureConditions and/or the Transaction Documents to be released from such obligations, otherthan in accordance with the Debenture Conditions and/or the Transaction Documents,

unless prior approval of the AfricaPlatinum Debenture Holders by way of an ExtraordinaryResolution is obtained.

7. Redemption

7.1 Optional Redemption at the instance of the Company

(a) The Company may redeem all, but not some only, of the AfricaPlatinum Debentures infull (but not in part) at their Redemption Value as at the date thereof, having given notless than 30 (thirty) and not more than 90 (ninety) Business Days' written notice to theAfricaPlatinum Debenture Holders (which notice shall be irrevocable) if:

7.C.2(g)

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(i) any of the Transaction Documents become illegal or unenforceable for any reasonwhatsoever and such illegality or unenforceability cannot be remedied byreasonable measures open to the Company; or

(ii) as a result of any change in or amendment to, the application or interpretation ofany existing or new Applicable Law:

(A) the Company is or would be required to deduct or withhold from anypayments on the AfricaPlatinum Debentures any amounts as provided orreferred to in Condition 14, and such requirement cannot be avoided bythe Company taking reasonable measures available to it;

(B) there is otherwise a change to the Tax Structure of the Platinum ETFfrom that existing as at the date of the Prospectus which would result inan increased Tax burden for the Company and such increased Tax burdencannot be avoided through reasonable measures available to theCompany; or

(iii) the appointment of the Custodian is terminated and the Company is unable to finda suitable replacement custodian to hold its physical Platinum on commerciallyreasonable terms; or

(iv) at any time after the first anniversary of the first Issue Date of the AfricaPlatinumDebentures, the NAV of the Platinum ETF is less than ZAR500 000 000; or

(v) the AfricaPlatinum Debentures are delisted from the JSE and are not listed on anyOther Exchange.

(b) The Company may redeem all, but not some only, of the AfricaPlatinum Debentures infull (but not in part) held by a specific AfricaPlatinum Debenture Holder (as opposed toall of the AfricaPlatinum Debenture Holders) at their Redemption Value as at the datethereof, having given not less than 10 (ten) and not more than 90 (ninety) Business Days'written notice to the relevant AfricaPlatinum Debenture Holder (which notice shall beirrevocable) if the Company is reasonably of the view that the continued holding by suchAfricaPlatinum Debenture Holder of AfricaPlatinum Debentures may result in theCompany falling foul of the provisions of FICA, or any other Applicable Law.

7.2 Optional Redemption at the instance of AfricaPlatinum Debenture Holder

An AfricaPlatinum Debenture Holder may redeem all or some of the AfricaPlatinum Debenturesheld by him in full (but not in part) at their Redemption Value as at the date thereof, having givennot less than 5 (five) Trading Days' notice to the Company (which notice shall be irrevocable) if,as at the date thereof, the Conditions to Redemption have been met.

7.3 Mandatory redemption following an Event of Default

(a) Upon the occurrence of an Event of Default, the Company shall promptly advise theAfricaPlatinum Debenture Holders and the AfricaPlatinum Security Trust of theoccurrence of such event.

(b) Upon the occurrence of an Event of Default, the AfricaPlatinum Security Trust may in itsdiscretion and shall if so directed by a Extraordinary Resolution of AfricaPlatinumDebenture Holders deliver an Enforcement Notice to the Company stating that allAfricaPlatinum Debentures are immediately to be redeemed, whereupon the Company

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shall be obliged to redeem all the AfricaPlatinum Debentures at their Redemption Valueat the date of the occurrence of such Event of Default in accordance with the Priority ofPayments.

(c) Upon receipt of any monies by the AfricaPlatinum Security Trust, the AfricaPlatinumSecurity Trust shall be obliged to apply such monies in accordance with the Priority ofPayments.

(d) Upon the occurrence of an Event of Default, no AfricaPlatinum Debenture Holder shallbe entitled to enforce its rights under the AfricaPlatinum Debentures against the Companyor to take any action or institute any proceedings against the Company under theAfricaPlatinum Debentures (whether to recover any amount payable by the Companyunder the AfricaPlatinum Debentures or otherwise) but all such rights shall vest in theAfricaPlatinum Security Trust. Should the AfricaPlatinum Security Trust be sequestratedor wound up or should the Guarantee issued by the AfricaPlatinum Security Trust and theIndemnity granted in favour of the AfricaPlatinum Security Trust be or becomeunenforceable, then the AfricaPlatinum Debenture Holders shall themselves be entitled toenforce their rights under the AfricaPlatinum Debentures and to take action and instituteproceedings directly against the Company should an Event of Default occur or should theAfricaPlatinum Debentures otherwise become redeemable in terms of Condition 7.

(e) The AfricaPlatinum Security Trust shall not be required to take any steps to ascertainwhether any Event of Default shall have occurred and until the AfricaPlatinum SecurityTrust has actual knowledge or has been served with express notice thereof it shall beentitled to assume that no such Event of Default has taken place.

7.4 Procedures for redemption

(a) All AfricaPlatinum Debentures will be redeemed at their Redemption Value as at theRedemption Date thereof, in accordance with Condition 9. The Redemption Value willbe calculated having regard to the Sale Proceeds realised (in the event where a DeliveryOption is not exercised) or the Sale Proceeds that would have been realised at the LondonAM Fix Price (in the event of an exercise of a Delivery Option) from the sale by theAuthorised Participant of the Reference Quantity of Platinum on the Redemption Date ofsuch AfricaPlatinum Debentures. This Reference Quantity will be less than the InitialQuantity as it will take into account the Monthly Charge for the relevant ETF. Fractionsof a fine ounce of Platinum included in the Block Commodity Amount smaller than 0.001of a fine ounce are disregarded. Any discount or premium to the London AM Fix Pricewhich is incurred or realised by the Company will be passed on to the relevantAfricaPlatinum Debenture Holder, in the event that a Delivery Option is not exercised.All Sale Proceeds will be converted into and paid in Rand at the Rand/US Dollarexchange rate quoted by SBSA at 09h00 on the relevant Redemption Date.

(b) An AfricaPlatinum Debenture Holder may, provided that the Conditions to Redemptionare met, require the Company to redeem 1 (one) or more Blocks of AfricaPlatinumDebentures at any time in accordance with Condition 7.2 by delivering to the TransferAgent either directly, or through its Authorised Participant, CSDP or broker of theParticipating Broker, a Redemption Notice indicating the number of Blocks ofDebentures that are to be redeemed and the date on which such redemption is to takeplace. A message will then be forwarded from the AfricaPlatinum Debenture Holder'sCSDP to the Fund Administrator and the Company's CSDP. Delivery messages received

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by the Company's CSDP prior to 09h00 on any Trading Day will, if accepted, be deemedto have been received and dealt with on that Trading Day. If the delivery message isreceived by the Company's CSDP after the 09h00 deadline for the relevant Trading Day,the delivery message will automatically be dealt with and be deemed to have beenreceived on the next Trading Day.

(c) If a delivery message is accepted, the relevant AfricaPlatinum Debenture Holder willreceive confirmation of such acceptance from its broker or CSDP before close of businesson the Trading Day on which the Company's CSDP received the delivery notice. Inaddition, the AfricaPlatinum Debenture Holder shall receive confirmation of the LondonAM Fix Price used in calculating the Redemption Value, the actual Redemption Value tobe paid and the Redemption Fee and costs (all of which shall be for the account of theAfricaPlatinum Debenture Holder), together with details of the bank account into whichsuch payment shall be made.

(d) Payments in respect of the redemption of AfricaPlatinum Debentures shall be made inaccordance with Condition 12 and the Applicable Procedures relating to the redemptionof debt securities.

(e) Should any AfricaPlatinum Debenture be a Certificated Debenture, the relevantAfricaPlatinum Debenture Holder shall, prior to the redemption of such Debenture,surrender the certificate in respect of such Certificated Debenture so held by him to theTransfer Agent at least 5 (five) Business Days prior to the Redemption Date in respectthereof to allow for such Certificated Debenture to be Dematerialised prior to redemption.

7.5 Cancellation

All AfricaPlatinum Debentures which are redeemed by the Company and submitted forcancellation shall forthwith be cancelled. All AfricaPlatinum Debentures so cancelled shall beheld by the Transfer Agent and cannot be re-issued or resold.

8. Delivery Option

8.1 Option Notice

(a) Any AfricaPlatinum Debenture Holder who is a Qualifying Debenture Holder shall havethe right and option, exercisable contemporaneously with the delivery to the relevantQualifying Debenture Holder's broker or CSDP of a notification that such QualifyingDebenture Holder wishes to redeem 1 (one) or more Blocks of AfricaPlatinumDebentures held by him, to deliver a written notification (Option Notice) to the Managerstating that the relevant Qualifying Debenture Holder requires the Company to sell to therelevant Qualifying Debenture Holder a quantity of Platinum equal to the ReferenceQuantity of Platinum of the AfricaPlatinum Debentures so to be redeemed.

(b) A Qualifying Debenture Holder who elects to exercise a Delivery Option:

(i) must have opened a Nominated Account with the Custodian, or such othercustodian, into which the Company can transfer the relevant Sale Commodity onthe Delivery Date.

(ii) will have the relevant Sale Commodity transferred to its Nominated Account onthe Delivery Date by the Company instructing the Custodian to credit the Sale

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Commodity to the Nominated Account of the relevant Qualifying DebentureHolder; and

(iii) will be obliged to pay to the Company the Redemption Fee and any VAT payableon the purchase price of the Sale Commodity in cash.

(c) The Option Notice shall include:

(iv) a description of the AfricaPlatinum Debentures which are to be redeemed by therelevant Qualifying Debenture Holder;

(v) the details of the Nominated Account of the relevant Qualifying DebentureHolder into which the relevant Sale Commodity is to be delivered; and

(vi) confirmation of the fact that the relevant Qualifying Debenture Holder is in fact aQualifying Debenture Holder, accompanied by certified true copies of all relevantlicences, consents, exemptions and the like.

8.2 Commodity Sale Agreement

Should a Qualified Debenture Holder exercise the Delivery Option and deliver an Option Noticeto the Fund Administrator in accordance with Condition 8.1, the relevant Qualifying DebentureHolder and the Company shall be deemed to have entered into a sale agreement, being aCommodity Sale Agreement, on the following terms and conditions:

(a) the Company shall sell the relevant Sale Commodity (comprising Platinum) to therelevant Qualifying Debenture Holder (Purchaser) and the Purchaser shall purchase thePlatinum from the Company on and with effect from the Redemption Date of the relevantAfricaPlatinum Debentures redeemed by the Purchaser (Sale Date) as a single indivisibletransaction;

(b) the purchase price of the Sale Commodity (Purchase Price) payable by the Purchaser tothe Company shall be an amount equal to the Redemption Value of the relevantAfricaPlatinum Debentures redeemed by the Purchaser (Relevant Debentures), plus anyVAT payable on the sale and purchase of the Sale Commodity, net of the Redemption Feepayable by the Purchaser in respect of the Relevant Debentures;

(c) the Purchase Price shall be payable on the Sale Date by off-setting the obligation of thePurchaser to pay the Purchase Price and the Redemption Fee to the Company against theobligation of the Company to pay the Redemption Value of the Relevant Debentures tothe Purchaser;

(d) the Purchaser shall, prior to the Sale Date, deliver to its broker or CSDP an irrevocableinstruction in terms of which the Purchaser instructs the broker or CSDP to redeem theRelevant Debentures upon acknowledgement by the Company of set-off of theRedemption Value of such Relevant Debentures against the Purchase Price for the SaleCommodity. To the extent that the Purchaser fails to deliver such notice to its broker orCSDP prior to the Sale Date, the Purchaser hereby irrevocably and unconditionallyauthorises the Company to deliver such notice on the Purchaser's behalf;

(e) to the extent any of the Relevant Debentures are Certificated Debentures, no notice of thenature referred to in Condition 8.2(d) in respect of that Certificated Debenture shall begiven, but instead the Purchaser shall, and hereby does, instruct the Company to apply the

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Redemption Value of the Relevant Debentures that are Certificated Debentures thatwould be payable by the Company to the Purchaser against the obligations of thePurchaser to pay the Purchase Price to the Company;

(f) each of the Purchaser and the Company acknowledges that discharge of the PurchasePrice in accordance with the above provisions shall constitute full and final discharge by:

(i) the Company of its obligation to pay to the Purchaser the Redemption Value inrespect of the Relevant Debentures; and

(ii) the Purchaser of its obligation to pay the Purchase Price to the Company;

(g) the Company shall on the Delivery Date and against payment of the Purchase Price by thePurchaser in terms of the above provisions, instruct the Custodian to debit the SaleCommodity against the Allocated Account of the Company and to credit the NominatedAccount with the Sale Commodity. The Purchaser shall be responsible for all costs,charges and expenses (including costs, charges and expenses in respect of insurance)incurred pursuant to the delivery of the Sale Commodity in accordance with theprovisions of this Condition 8.2(g);

(h) all risk and benefit in and to the Sale Commodity shall pass to the Purchaser on the SaleDate;

(i) the Purchaser gives the Company the warranties (warranties) in Condition 8.2(j) on thebasis that:

(i) notwithstanding that the Company is or should be aware that any warranty is ormay be incorrect, the Commodity Sale Agreement is entered into by theCompany relying on the warranties, each of which is deemed to be both amaterial representation inducing the Company to enter into the Sale Agreementand an essential contractual undertaking by the Purchaser to ensure that thewarranty is true and correct;

(ii) each such warranty shall conclusively be deemed to be material;

(iii) insofar as any warranty is promissory or relates to a future event, such warrantyshall conclusively be deemed to have been given as at the date for fulfilment ofthe promise or for the happening of the event, as the case may be; and

(iv) each such warranty shall be a separate and independent warranty and shall not belimited by any reference to, or inference from, the terms of any other warranty orby any other provision in the Commodity Sale Agreement;

(j) the Purchaser warrants, represents and undertakes in favour of the Company that, as at theSale Date:

(i) it is a company duly incorporated and validly existing under and in accordancewith the laws of South Africa;

(ii) it has the legal capacity and the power to own its assets and to carry on itsbusiness as it is presently being conducted;

(iii) it has:

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(A) the legal capacity and the power to enter into and perform under; and

(B) taken all necessary actions (whether corporate, internal or otherwise) toauthorise its entry into and performance under,

the Commodity Sale Agreement;

(i) the obligations expressed to be assumed by it under the Commodity SaleAgreement are legal and valid and are binding on, and enforceable against it;

(ii) the entry into the Commodity Sale Agreement and/or the performance of itsobligations under the Commodity Sale Agreement does not and will not:

(A) contravene any Applicable Laws; and/or

(B) contravene any provision of its constitutive documents; and/or

(C) contravene, violate, cause a default and/or breach of the terms of, and/orotherwise conflict with any contract, agreement, indenture, mortgage orother instrument of any kind to which it is a party or by which it may bebound or which is binding upon its assets;

(iii) all authorisations, consents, approvals, resolutions, licences, exemptions, filingsand registrations which are required, necessary or desirable under all ApplicableLaws:

(A) to enable it to lawfully enter into, exercise its rights and comply with itsobligations under the Commodity Sale Agreement; and

(B) to make the Commodity Sale Agreement admissible in evidence in SouthAfrica,

have been obtained or effected and are, and will for the duration of theCommoadity Sale Agreement remain, in full force and effect;

(k) the Company gives no warranties in relation to the Sale Commodity and such sale isaccordingly done voetstoots, without any additional warranties express or implied, all ofwhich are hereby expressly excluded;

(l) should either the Company or the Purchaser breach any provision of the Commodity SaleAgreement and fail to remedy such breach within 5 (five) Business Days after receivingwritten notice from the aggrieved party to do so, then the aggrieved party shall beentitled, without prejudice to its other rights in law, to cancel the Commodity SaleAgreement or to claim specific performance of all of the defaulting party's obligations interms of the Commodity Sale Agreement, whether such obligations are otherwise due forperformance;

(m) the Purchaser shall not be entitled to cede, assign, delegate or otherwise transfer any ofhis rights or obligations under the Commodity Sale Agreement to any third party;

(n) the Commodity Sale Agreement shall in all respects (including its existence, validity,interpretation, implementation, termination and enforcement) be governed by the laws ofSouth Africa;

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(o) the Purchaser consents and submits to the non-exclusive jurisdiction of the South GautengHigh Court, Johannesburg or any successor thereto in respect of any dispute or claimarising out of or in connection with the Commodity Sale Agreement;

(p) all provisions of the Commodity Sale Agreement are, notwithstanding the manner inwhich they have been grouped together or linked grammatically, severable from eachother. Any provision of the Commodity Sale Agreement which is or becomesunenforceable, whether due to voidness, invalidity, illegality, unlawfulness or for anyother reason whatever, shall, only to the extent that it is so unenforceable, be treated aspro non scripto and the remaining provisions of the Commodity Sale Agreement shallremain of full force and effect. The Purchaser and the Company declare that it is theirintention that the Commodity Sale Agreement would be executed without suchunenforceable provision if they were aware of such unenforceability at the time ofexecution hereof;

(q) the Commodity Sale Agreement constitutes the sole record of the agreement between thePurchaser and the Company in relation to the subject matter hereof. Neither of them shallbe bound by any express, tacit or implied term, representation, warranty, promise or thelike not recorded herein. The Commodity Sale Agreement supersedes and replaces allprior commitments, undertakings or representations, whether oral or written, between theparties in respect of the subject matter hereof;

(r) no addition to, variation, novation or agreed cancellation of any provision of theCommodity Sale Agreement shall be binding upon the either the Company or thePurchaser unless reduced to writing and signed by or on behalf of each of them; and

(s) no indulgence or extension of time which either may grant to the other shall constitute awaiver of or, whether by estoppel or otherwise, limit any of the existing or future rights ofthe grantor in terms hereof, save in the event and to the extent that the grantor has signeda written document expressly waiving or limiting such right.

9. Priority of Payments

All monies of the Company will be applied in the following order of priority and in each case ifand only to the extent that payments of a higher priority have been made in full:

(a) first, in meeting the Tax liability of the Company from time to time;

(b) second, pari passu and pro rata:

(i) in repayment of all amounts owing by the Company (whether capital, interest orotherwise) to SBSA under the Bridge Loan Agreement; and

(ii) in payment of all fees and expenses payable by the Company which areattributable to, or allocated by the Manager (on the basis set out in theManagement Agreement) to, the Platinum ETF; and

(c) third, after delivery of an Enforcement Notice, in payment of all amounts payable by theCompany under and in terms of Indemntity granted in favour of the AfricaPlatinumSecurity Trust and the Security granted in respect thereof in terms of the relevant SecurityAgreement; and

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(d) fourth, pari passu and pro rata in payment of the Redemption Value payable in terms ofany of the AfricaPlatinum Debentures to be redeemed as at any point in time.

10. Enforcement Limited

10.1 Subject to Condition 10.2, the rights of the creditors of the Company, including AfricaPlatinumDebenture Holders, bound in terms of the Priority of Payments will be limited to the extent that:

(a) such creditors shall not institute, or join with any person in instituting, any proceedingsfor the Company to be wound-up, liquidated or placed under supervision, or for theappointment of a liquidator, business rescue practitioner or similar officer of theCompany or of any or all of the Company’s assets, until 1 (one) year after theAfricaPlatinum Security Trust informs AfricaPlatinum Debenture Holders that theCompany has no further assets available for payment of any sums still outstanding andowing by the Company under the AfricaPlatinum Debentures;

(b) such creditors shall not levy or enforce any attachment or execution or take anyproceedings with the levying of or enforce any attachment or execution upon or againstany of the assets of the Company;

(c) the liability of the Company to each such creditor from time to time shall be limited to thelesser of:

(i) the indebtedness of the Company to such creditor; and

(ii) the aggregate of the actual amount available for distribution by the Company tosuch creditor (or the AfricaPlatinum Security Trust on behalf of the Company) inaccordance with the Priority of Payments,

and the payment of such amount that is available for distribution to the creditors inaccordance with the Priority of Payments shall constitute a complete discharge of theCompany’s liability to such creditors;

(d) such creditors shall not be entitled to take any action or proceedings against the Issuer torecover any amounts payable by the Company to them except under the Guarantee issuedby the AfricaPlatinum Security Trust, provided that if the AfricaPlatinum Security Trustis sequestrated or wound-up, or should the Guarantee issued by the AfricaPlatinumSecurity Trust and/or the Indemnity granted in favour of the AfricaPlatinum SecurityTrust be or become unenforceable, then such creditors shall be entitled to take actionthemselves to enforce their claims directly against the Company should an Event ofDefault occur; and

(e) such creditors shall not exercise or seek to exercise or take any proceedings for theexercise of the exceptio non adimpleti contractus or any right of set-off or counterpayment against the Company.

10.2 Nothing contained in Condition 10.1 shall limit:

(a) the exercise of any right or power by the AfricaPlatinum Security Trust under theAfricaPlatinum Security Trust 's Security and/or the Indemnity;

(b) the entitlement of the AfricaPlatinum Security Trust to:

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(i) institute, or join with any person in instituting, any proceedings for the Companyto be wound-up, liquidated or placed under supervision, or for the appointment ofa liquidator, business rescue practitioner or similar officer of the Company or ofany or all of the Company’s assets or revenues, in the event that theAfricaPlatinum Security Trust is unable (whether due to practical or legalimpediments which, in the reasonable opinion of the AfricaPlatinum SecurityTrust are not of a temporary nature) to enforce the AfricaPlatinum Security Trust's Security; and/or

(ii) levy or enforce any attachment or execution or take any proceedings with thelevying of or enforce any attachment or execution upon or against the assets ofthe Company,

(iii) in accordance with the provisions of the Transaction Documents.

10.3 In the event that the AfricaPlatinum Security Trust fails, for whatever reason, to make a claim inthe winding-up, liquidation or supervision or business rescue proceedings of the Companypursuant to the Indemnity at least 10 (ten) Business Days prior to the first meeting of creditors, orshould the liquidator or business rescue practitioner not accept a claim tendered for proof by theAfricaPlatinum Security Trust pursuant to the Indemnity, then, in order to ensure the fulfilment ofthe provisions regarding the Priority of Payments, the creditors of the Company, including theAfricaPlatinum Debenture Holders, bound in terms of the Priority of Payments shall be entitled tolodge such claims themselves, but:

(a) any claim made or proved by such a creditor in the winding-up, liquidation or supervisionor business rescue proceedings in respect of amounts owing to it by the Company shall besubject to the condition that no amount shall be paid in respect thereof to the extent thatthe effect of such payment would be that the amount payable to those creditors who havealso so claimed and that rank prior to it in terms of the Priority of Payments would bereduced; and

(b) if the liquidator or business rescue practitioner refuses to accept claims proved subject tothe condition contained in Condition 10.3(a), then each such creditor shall be obliged towaive so much of its claim in respect of its subordinated debt as would enable suchcreditors that rank prior to it in the Priority of Payments to receive payment of theirclaims in full.

10.4 To the extent that any creditor of the Company bound to the Priority of Payments receives orrecovers any amount other than in accordance with the Priority of Payments in respect of sumsdue to it by the Company and/or the AfricaPlatinum Security Trust (whether by set-off orotherwise), such creditor is obliged to pay such amount prior to the occurrence of an Event ofDefault, to the Company and subsequent to the occurrence of an Event of Default, to theAfricaPlatinum Security Trust, which in each case shall pay over such monies, mutatis mutandis,in accordance with the relevant Priority of Payments.

11. Liability for Calculations

All notifications, opinions, determinations, certificates, calculations, quotations and decisionsgiven, expressed, made or obtained for the purpose of these AfricaPlatinum DebentureConditions, whether by the Fund Administrator or otherwise, shall (in the absence of wilfuldefault, negligence, bad faith or manifest error) be binding on the Company and theAfricaPlatinum Debenture Holders and (in such absence as aforesaid) no liability to the

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AfricaPlatinum Debenture Holders shall attach to the Company or the Fund Administrator inconnection with the exercise or non-exercise by them of their powers, duties and discretionsunder this Condition 11.

12. Payment

12.1 The Redemption Value in relation to each AfricaPlatinum Debenture shall, in all instances wherea Delivery Option has not been exercised, be paid by the Company in Rand in accordance withthis Condition 12. Where a Qualifying Debenture Holder exercises a Delivery Option, paymentof the Redemption Value shall be set-off against the Purchase Price of the Sale Commodity inaccordance with Condition 8.

12.2 All monies payable on or in respect of each AfricaPlatinum Debenture shall be paid by electronicfunds transfer to the account in South Africa of the relevant AfricaPlatinum Debenture Holder asset forth in the Register at 17h00 on the Business Day preceding the relevant Redemption Date or,in the case of joint AfricaPlatinum Debenture Holders, the account of that one of them who is firstnamed in the Register in respect of that AfricaPlatinum Debenture, provided that no payment inrespect of the redemption of such AfricaPlatinum Debenture shall, in the case of CertificatedDebenture, be made by the Company until 3 (three) Business Days after the date on which thecertificates in respect of such Certificated Debenture to be redeemed has been surrendered to theTransfer Agent.

12.3 If the Company is prevented or restricted directly or indirectly from making any payment byelectronic funds transfer in accordance with Condition 12.2 (whether by reason of strike, lockout,fire, explosion, floods, riot, war, accident, force majeure, embargo, legislation, shortage of orbreakdown in facilities, civil commotion, unrest or disturbances, cessation of labour, governmentinterference or control or any other cause or contingency beyond the control of the Company), theCompany shall give notice to the AfricaPlatinum Debenture Holders within 3 (three) BusinessDays of such inability arising. The Company will continue to attempt to make electronic fundstransfer to the account in South Africa of such AfricaPlatinum Debenture Holder until such timeas that the payment has been successful. Should the Company remain unsuccessful in makingpayment for 15 (fifteen) continuous Business Days, the Company will contact the relevantAfricaPlatinum Debenture Holder or its CSPD and make such acceptable alternative paymentarrangements deemed appropriate at the time. During the time that the Company has not beenable to affect payment, it shall not incur any liability to the relevant AfricaPlatinum DebentureHolder.

12.4 If several persons are entered into the Register as joint AfricaPlatinum Debenture Holders then,payment to any one of them of any monies payable on or in respect of the AfricaPlatinumDebentures shall be an effective and complete discharge by the Company of the amount so paid,notwithstanding any notice (express or otherwise) which the Company may have of the right,title, interest or claim of any other person to or in any AfricaPlatinum Debenture or interesttherein.

12.5 Payments in respect of Dematerialised Debentures will be made in accordance with theApplicable Procedures. The Company shall have no responsibility and shall not incur anyliability in any respect for the records relating to, or payments made on account of DematerialisedDebentures, or for the maintaining, supervising or reviewing any records relating to suchDematerialised Debentures.

12.6 Any monies payable by the Company in respect of an AfricaPlatinum Debenture which areunclaimed by the relevant AfricaPlatinum Debenture Holder for any reason whatsoever,including, without limiting the generality of the aforegoing, by reason of a failure on the part of

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the relevant AfricaPlatinum Debenture Holder to submit its bank account details to the TransferAgent or a failure to submit the correct bank account details to the Transfer Agent for entry intothe Register, for a period of 3 (three) years after the relevant Payment Date of the monies inquestion shall:

(a) be paid over to the Guardian's Fund for and on behalf of the relevant AfricaPlatinumDebenture Holder; and

(b) shall not bear interest,

and such payment by the Company to the Guardian's Fund shall be a complete discharge by theCompany of its relevant payment obligations under the AfricaPlatinum Debenture in question.

12.7 Payments will be subject in all cases to any fiscal or other relevant Applicable Laws in the placeof payment.

13. Claims on winding-up or liquidation of the Company

Each AfricaPlatinum Debenture Holder, by subscribing for or acquiring an AfricaPlatinumDebenture, acknowledges and agrees that:

(a) the value of each AfricaPlatinum Debenture is linked to the Reference Quantity ofPlatinum from time to time;

(b) the Company will from time to time issue Debentures which are linked to or referenceCommodities other than Platinum;

(c) on the winding-up or liquidation of the Company for any reason, any claim that suchAfricaPlatinum Debenture Holder may have as a creditor of the Company to be paid outof the proceeds of the realisation of the assets of the Company on such winding-up orliquidation shall be limited to a claim to be paid out of the proceeds of the realisation ofthe Company's Platinum only and not any other Commodity that may be held by theCompany. Each AfricaPlatinum Debenture Holder accordingly waives any right it mayotherwise have to be paid out of the proceeds of the realisation of any Commodity held bythe Company other than Platinum on any winding-up or liquidation of the Company.

Notwithstanding the provisions of this Condition 13, each AfricaPlatinum Debenture Holderacknowledges and agrees that it shall have no ownership right or beneficial interest in and to anyPlatinum held by the Company from time to time.

14. Taxation

As at the date of issue of the Prospectus, all payments in respect of the AfricaPlatinumDebentures will be made without withholding or deduction for or on account of any present orfuture Taxes imposed or levied by or on behalf of South Africa or any political subdivision or anyauthority thereof or therein having power to tax, unless such withholding or deduction is requiredby Applicable Law. In that event, the Company shall make such payments after such withholdingor deduction has been made (where applicable) and shall account to the relevant authorities forthe amount so required to be withheld or deducted. The Company shall not be obliged to makeany additional payments to AfricaPlatinum Debenture Holders in respect of such withholding ordeduction.

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15. Prescription

An AfricaPlatinum Debenture will become void unless presented for payment within a period of 3(three) years after its Redemption Date.

16. Delivery, Dematerialisation, Exchange and Replacement of Certificates

16.1 The AfricaPlatinum Debentures will initially be issued in the form of Dematerialised Debenturesin the Central Securities Depository.

16.2 The AfricaPlatinum Debenture Holder of Dematerialised Debentures may, in terms of theApplicable Procedures and through its nominated CSDP or broker, direct a written request to theTransfer Agent for a certificate representing the number of AfricaPlatinum Debentures to bedelivered by the Transfer Agent in exchange for such Dematerialised Debentures. The TransferAgent shall deliver such certificate upon such written request no later than 14 (fourteen) daysafter receiving the written request of such AfricaPlatinum Debenture Holder in accordance withthe Applicable Procedures, provided that joint holders of Dematerialised Debentures shall beentitled to receive only one certificate in respect of that joint holding and delivery to one of thosejoint holders shall be delivery to all of them.

16.3 The holder of Dematerialised Debentures shall be obliged, if requested upon written notice of notless than 5 (five) Business Days by the Company to do so, to exchange such DematerialisedDebentures for Certificated Debentures (or such number of Certificated Debentures as suchAfricaPlatinum Debenture Holder may request in writing), in accordance with the ApplicableProcedures if:

(a) the Central Securities Depository notifies the Company that it is unwilling or unable tocontinue as depository for the Dematerialised Debentures and a successor centralsecurities depository satisfactory to the Company and the JSE is not available;

(b) the Central Securities Depository System is closed for business for a continuous period of14 (fourteen) days (other than by reason of holiday, statutory or otherwise) or announcesits intention permanently to cease business and a successor depository satisfactory andclearing system to the Company and the JSE is not available;

(c) the Central Securities Depository notifies the Company that it is unwilling or unable tocontinue as clearing system for the Dematerialised Debentures and a successor clearingsystem satisfactory to the Company and the JSE is not available; or

(d) the Company has become or will become subject to adverse Tax consequences, whichwould not be suffered were such Dematerialised Debentures to be exchanged forCertificated Debentures.

16.4 A person holding a Dematerialised Debenture may, in terms of the Applicable Procedures andthrough its nominated CSDP, direct a written request to the Transfer Agent for a certificaterepresenting the number of Certificated Debentures to be delivered by the Transfer Agent inexchange for such Dematerialised Debentures. The Transfer Agent shall deliver such certificatesupon such written request no later than 10 (ten) Business Days (or in the case of anAfricaPlatinum Debenture Holder resident outside of South Africa, 20 (twenty) Business Days)after receiving the written request of the holder of such Dematerialised Debentures in accordancewith the Applicable Procedures. Upon issue of such certificate, the Company shall notify theCentral Securities Depository that the AfricaPlatinum Debentures are no longer held inDematerialised form. Joint holders of Dematerialised Debentures shall be entitled to receive only

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1 (one) certificate in respect of that joint holding and delivery to 1 (one) of those joint holdersshall be delivery to all of them.

16.5 The Company may charge an AfricaPlatinum Debenture Holder a reasonable fee to cover theactual costs of issuing a certificate. Separate costs and expenses relating to the provision ofcertificates and/or the transfer of AfricaPlatinum Debentures may be levied by other persons, suchas a CSDP and Strate Limited, under the Applicable Procedures and such costs and expenses shallnot be borne by the Company. The costs and expenses of delivery of certificates by other thanordinary post (if any) and, if the Company shall so require, Taxes or governmental charges orinsurance charges that may be imposed in relation to such mode of delivery shall be borne by theAfricaPlatinum Debenture Holder. At the request of an AfricaPlatinum Debenture Holder, theCompany shall advise such AfricaPlatinum Debenture Holder of all the abovementioned costs atthe time.

16.6 Certificates may be collected by the relevant AfricaPlatinum Debenture Holder from the TransferAgent or, the request of the AfricaPlatinum Debenture Holders, sent by post, provided that neitherthe Company nor its agents shall be liable for any loss in transit and the postal authorities shall bedeemed to be the agent of the AfricaPlatinum Debenture Holder for the purpose of any certificateposted in terms of this Condition 16.

16.7 If any certificate is mutilated, defaced, stolen, destroyed or lost it may be replaced at the office ofthe Company on payment by the claimant of such costs and expenses as may be incurred inconnection therewith and against the furnishing of such indemnity as the Transfer Agent mayreasonably require. Mutilated or defaced certificates must be surrendered before replacementswill be issued.

16.8 Any person becoming entitled to Certificated Debentures in consequence of the death orinsolvency of the relevant AfricaPlatinum Debenture Holder may, upon producing evidence to thesatisfaction of the Company and the Transfer Agent that he holds the position in respect of whichhe proposes to act under this Condition 16 or of his title, require the Company and the TransferAgent to register such person as the holder of such AfricaPlatinum Debentures or, subject to therequirements of this Condition 16, to transfer such AfricaPlatinum Debentures to such person.

17. Transfer of Debentures

17.1 Dematerialised Debentures may be transferred in terms of the Applicable Procedures in theCentral Securities Depository's System. In order for any transfer of AfricaPlatinum Debenturesevidenced by a certificate to be effected through the Register and for the transfer to be recognisedby the Company, each transfer of an AfricaPlatinum Debenture:

(a) must be embodied in the usual Transfer Form;

(b) must be signed by the relevant AfricaPlatinum Debenture Holder and the transferee, orany authorised representatives of that registered AfricaPlatinum Debenture Holder and/ortransferee; and

(c) must be made by way of the delivery of the Transfer Form to the Transfer Agent togetherwith the certificate in question for cancellation or, if only part of the AfricaPlatinumDebentures represented by a certificate is transferred, a new certificate for the balancewill be delivered to the original AfricaPlatinum Debenture Holder and the cancelledcertificate will be retained by the Transfer Agent.

17.2 The transferor of any AfricaPlatinum Debentures represented by a certificate shall be deemed toremain the owner thereof until the transferee is registered in the Register as the holder thereof.

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17.3 All authorities to sign transfer deeds granted by AfricaPlatinum Debenture Holders for purposesof transferring AfricaPlatinum Debentures which may be lodged, produced or exhibited with or tothe Company at any time at its registered office shall, as between the Company and the grantor ofsuch authority be taken and be deemed to continue to remain in full force and effect, and theCompany may allow same to be acted upon until such time as express notice in writing of therevocation of same shall have been given and lodged at the registered office of the Company atwhich the original authority was lodged, produced or exhibited (as the case may be).

17.4 Even after the giving and lodging of such notice, the Company shall be entitled to give effect toany instrument signed under the authority to sign and certified by any officer of the Company asbeing an order before the giving and lodging of such notice.

17.5 Before any transfer is registered, all relevant transfer Taxes (if any) must have been paid andevidence of such payment must be furnished together with such evidence as the Transfer Agentreasonably requires as to the identity and title of the transferor and the transferee.

17.6 No transfer will be registered while the Register is closed.

17.7 If a transfer is registered, then the Transfer Form (if any) and cancelled certificate (if any) will beretained by the Transfer Agent.

18. Register

18.1 The Register shall be kept at the offices of the Transfer Agent. The Register shall contain thename, address and bank account details of the registered AfricaPlatinum Debenture Holders. TheRegister shall show the date of such issue and the date upon which the AfricaPlatinum DebentureHolder became registered as such. The Register shall reflect whether the AfricaPlatinumDebentures are Dematerialised Debentures or Certificated Debentures and, in respect ofCertificated Debentures, the Register shall show the serial numbers of certificates issued.

18.2 The Register shall be open for inspection during the normal business hours of the Transfer Agentto any AfricaPlatinum Debenture Holder or any person authorised in writing by anyAfricaPlatinum Debenture Holder.

18.3 The Transfer Agent shall not record any transfer other than on Business Days, nor while theRegister is closed.

18.4 The Transfer Agent shall alter the Register in respect of any change of name, address or bankaccount number of any of the AfricaPlatinum Debenture Holders of which it is notified inaccordance with these AfricaPlatinum Debenture Conditions.

19. Listing and Trading

19.1 The JSE has granted a listing of the AfricaPlatinum Debentures on the "Exchange Traded Funds"sector of the JSE lists with effect from 7 April 2014.

19.2 Provided that the Board is satisfied that AfricaPlatinum Debenture Holders would not bematerially prejudiced thereby, the Company shall be entitled to procure additional listings ofAfricaPlatinum Debentures on such Other Exchanges as the Company in its discretiondetermines.

19.3 The JSE's approval of the listing is not to be taken in any way as an indication of the merits of theCompany or the exchange traded funds conducted by it. The JSE has not verified the accuracyand truth of the contents of the Transaction Documents and to the extent permitted by law, theJSE will not be liable for any claim of whatever kind.

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20. Notices

20.1 For so long as the AfricaPlatinum Debentures are held in their entirety by the Central SecuritiesDepository, there may be substituted for publication as contemplated in Condition 20.2 thedelivery of the relevant notice to Central Securities Depository, the settlement agents and the JSEfor communication by them to the holders of Dematerialised Debentures.

20.2 Should any of the AfricaPlatinum Debentures be held in the form of Certificated Debentures, allnotices (including all demands or requests under these AfricaPlatinum Debenture Conditions) tothe AfricaPlatinum Debenture Holders will be valid if:

(a) mailed by registered post or hand delivered to their addresses appearing in the Register orpublished in a leading English language daily newspaper of general circulation in SouthAfrica; and

(b) for so long as any of the AfricaPlatinum Debentures are listed on the JSE, published in adaily newspaper of general circulation in Johannesburg.

Any such notice shall be deemed to have been given on the day of first publication or handdelivery or on the 7th (seventh) day after the day on which it is mailed (as the case may be).

20.3 Notices (including all demands or requests under these AfricaPlatinum Debenture Conditions) tobe given by any AfricaPlatinum Debenture Holder shall be in writing and given by delivering thenotice, together with a certified copy of the relevant certificate, to the Company at its registeredoffice. For so long as all of the AfricaPlatinum Debentures are Dematerialised, notice may begiven by any AfricaPlatinum Debenture Holder holding a Dematerialised Debenture to theCompany through the AfricaPlatinum Debenture Holder's relevant CSDP in accordance with theApplicable Procedures and in such manner as the Company and the relevant CSDP may approvefor this purpose.

20.4 Any notice to the Company shall be deemed to have been received by the Company, on the 2nd(second) Business Day after being hand delivered to the registered office of the Company or onthe 7th (seventh) day after the day on which it is mailed by registered post to the registered officeof the Company (as the case may be), provided that any notice mailed from an address outsideSouth Africa shall be deemed to have been received by the Company on the 14th (fourteenth) dayafter the date in which it was mailed.

21. Amendment of Conditions

No amendment to these AfricaPlatinum Debenture Conditions shall be made unless:

21.1 the AfricaPlatinum Debenture Holders have consented to such amendment by an ExtraordinaryResolution to that effect; and

21.2 the JSE has consented thereto.

22. Meetings of AfricaPlatinum Debenture Holders

22.1 Convening of meetings

(a) The Company or the AfricaPlatinum Security Trust may at any time convene a meeting ofAfricaPlatinum Debenture Holders (meeting).

(b) The AfricaPlatinum Security Trust shall convene a meeting upon the requisition inwriting of AfricaPlatinum Debenture Holders holding AfricaPlatinum Debenturesreferencing at least one-tenth of the aggregate quantity of the Platinum held by the

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Company as at such point in time, upon and being given notice of the nature of thebusiness for which the meeting is to be held.

(c) Should the Company at any time wish to convene a meeting, it shall give written notice tothe AfricaPlatinum Security Trust and the AfricaPlatinum Debenture Holders of theplace, day and hour of the meeting and of the nature of the business to be transacted at themeeting.

(d) Should the AfricaPlatinum Security Trust wish to convene a meeting, it shall give writtennotice to the Company and the AfricaPlatinum Debenture Holders of the place, day andhour of the meeting and of the nature of the business to be transacted at the meeting.

(e) All meetings of AfricaPlatinum Debenture Holders shall be held in Johannesburg.

22.2 Requisition

(a) A requisition notice referred to in Condition 22.1 shall state the nature of the business forwhich the meeting is to be held and shall be deposited at the office of the FundAdministrator.

(b) The Fund Administrator shall notify the Company and the AfricaPlatinum Security Trustof the deposit of a requisition notice forthwith.

(c) A requisition notice may consist of several documents in like form, each signed by one ormore requisitionists.

22.3 Convening of meetings by requisitionists

If the AfricaPlatinum Security Trust does not proceed to cause a meeting to be held within 30(thirty) Business Days of the deposit of a requisition notice, requisitionists who together holdAfricaPlatinum Debentures referencing not less than 10% of the aggregate quantity of Platinumheld by the Company as at such point in time, may themselves convene the meeting, but themeeting so convened shall be held within 90 (ninety) Business Days from the date of such depositand shall be convened as nearly as possible in the same manner as that in which meetings may beconvened by the AfricaPlatinum Security Trust. Notice of the meeting shall be required to begiven to the Company and the AfricaPlatinum Security Trust.

22.4 Notice of meeting

(a) Unless AfricaPlatinum Debenture Holders holding AfricaPlatinum Debenturesreferencing at least 70% of the aggregate quantity of Platinum held by the Company as atsuch point in time agree in writing to a shorter period, at least 21 (twenty-one) days'written notice specifying the place, day and time of the meeting and the nature of thebusiness for which the meeting is to be held shall be given by the AfricaPlatinum SecurityTrust or the Company, as the case may be, to each AfricaPlatinum Debenture Holder.

(b) The accidental omission to give such notice to any AfricaPlatinum Debenture Holder, orthe non-receipt of any such notice, shall not invalidate the proceedings at a meeting.

22.5 Quorum

(a) A quorum at a meeting shall:

(i) for the purposes of considering a resolution other than one requiring anExtraordinary Resolution, consist of AfricaPlatinum Debenture Holders present

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in person or by Proxy and holding AfricaPlatinum Debentures referencing inaggregate not less than one third of the aggregate quantity of Platinum held by theCompany as at such point in time;

(ii) for the purposes of considering an Extraordinary Resolution, consist ofAfricaPlatinum Debenture Holders present in person or by Proxy and holdingAfricaPlatinum Debentures referencing in aggregate not less than a clear majorityof the aggregate quantity of Platinum held by the Company as at such point intime.

(b) No business shall be transacted at a meeting of the AfricaPlatinum Debenture Holdersunless a quorum is present at the time when the meeting commences.

(c) If, within 15 (fifteen) minutes from the time appointed for the meeting, a quorum is notpresent, the meeting shall, if it was convened on the requisition of AfricaPlatinumDebenture Holders, be dissolved. In every other case the meeting shall stand adjourned tothe same day in the third week thereafter, at the same time and place, or if that day is nota Business Day, the next succeeding Business Day, in which event, notice of theadjourned meeting shall be sent to every AfricaPlatinum Debenture Holder. If a quorum(as referred to in Condition22.5(a)) is not present at the adjourned meeting, theAfricaPlatinum Debenture Holders then present in person or by Proxy will form a quorumfor purposes of considering any resolution, including and Extraordinary Resolution.

22.6 Chairperson

The AfricaPlatinum Security Trust or its duly authorised representative shall preside aschairperson at a meeting. If the AfricaPlatinum Security Trust or its duly authorisedrepresentative is not present within 10 (ten) minutes of the time appointed for the holding of themeeting, the AfricaPlatinum Debenture Holders then present shall choose one of their ownnumber to preside as chairperson.

22.7 Adjournment

(a) Subject to the provision of this Condition 22, the chairperson may, with the consent of,and shall on the direction of, the meeting, adjourn the meeting from time to time and fromplace to place.

(b) No business shall be transacted at any adjourned meeting other than the business leftunfinished at the meeting from which the adjournment took place.

(c) At least 14 (fourteen) days' written notice of the place, day and time of an adjournedmeeting shall be given by the Company or the AfricaPlatinum Security Trust (as the casemay be) to each AfricaPlatinum Debenture Holder and the Company or theAfricaPlatinum Security Trust (as the case may be). In the case of a meeting adjourned interms of Condition 22.7, the notice shall state that the AfricaPlatinum Debenture Holderspresent in person or by Proxy at the adjourned meeting will constitute a quorum forpurposes of considering any resolution.

22.8 How questions are decided

(a) At a meeting, a resolution put to the vote shall be decided on a show of hands unless,before or on the declaration of the result of the show of hands, a poll is demanded by the

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chairperson or by any one of the AfricaPlatinum Debenture Holders present in person orby Proxy.

(b) Unless a poll is demanded, a declaration by the chairperson that on a show of hands aresolution has been carried, or carried by a particular majority, or lost, shall be conclusiveevidence of that fact, without proof of the number or proportion of the votes cast infavour of or against such resolution.

(c) A poll demanded on the election of a chairperson or on the question of the adjournment ofa meeting shall be taken forthwith. A poll demanded on any other question shall be takenat such time as the chairperson of the meeting directs and the result of such poll shall bedeemed to be the resolution of the meeting.

(d) In the case of an equality of votes, whether on a show of hands or on a poll, thechairperson shall not be entitled to a casting vote in addition to the vote, if any, to whichhe is entitled.

22.9 Votes

(a) On a show of hands every AfricaPlatinum Debenture Holder present in person shall have1 (one) vote.

(b) On a poll every AfricaPlatinum Debenture Holder, present in person or by Proxy, shallhave 1 (one) vote for each Debenture held by it.

(c) The joint holders of AfricaPlatinum Debentures shall have only 1 (one) vote on a show ofhands and only 1 (one) vote in respect of the AfricaPlatinum Debentures of which theyare the registered holder and the vote may be exercised only by the holder whose nameappears first in the Register in the event that more than one of such joint holders ispresent at the meeting in person or by Proxy.

(d) The AfricaPlatinum Debenture Holder in respect of Dematerialised Debentures shall voteat any such meeting on behalf of the beneficial holders of such DematerialisedDebentures in accordance with the instructions to the Central Securities Depository fromthe holders of Dematerialised Debentures in accordance with the Applicable Procedures.

22.10 Proxies and Representatives

(a) On a poll, votes may be given either in person or by Proxy. A Proxy shall be authorised inwriting under a Form of Proxy.

(b) A person appointed to act as Proxy need not be an AfricaPlatinum Debenture Holder.

(c) The Form of Proxy shall be deposited at the registered office of the Company or at theoffice where the Register is kept not less than 48 (forty-eight) hours before the timeappointed for holding the meeting or adjourned meeting at which the person named insuch Proxy proposes to vote, failing which, the Form of Proxy shall be invalid.

(d) No form of Proxy shall be valid after the expiry of 2 (two) months after the date specifiedin it as its date of execution, unless it specifically provides otherwise, provided that noform of Proxy shall be valid after the expiration of 6 (six) months from the date named init as the date of its execution. A Form of Proxy shall be valid for any adjourned meeting,unless the contrary is stated thereon.

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(e) A Proxy shall have the right to demand or join in demanding a poll.

(f) A vote given in accordance with the terms of a Proxy shall be valid, notwithstanding theprevious death or incapacity of the principal or revocation of the Proxy or of the authorityunder which the Proxy was executed or the transfer of AfricaPlatinum Debentures inrespect of which the Proxy was given, provided that no intimation in writing of suchdeath, incapacity or revocation shall have been received by the Company at the office ofthe Transfer Agent more than, and that the transfer has been given effect to less than,12 (twelve) hours before the commencement of the meeting or adjourned meeting atwhich the Proxy is to be used.

(g) Any reference in these AfricaPlatinum Debenture Conditions to an AfricaPlatinumDebenture Holder present in person includes a duly authorised Representative of anAfricaPlatinum Debenture Holder.

22.11 Records

(a) The Company shall cause minutes of all resolutions and proceedings of meetings to beduly entered in books of the Company.

(b) Any such minutes, if purporting to be signed by the chairperson of the meeting at whichsuch resolutions were passed or proceedings held or by the chairperson of the nextsucceeding meeting, shall be admissible in evidence without any further proof, and untilthe contrary is proved, a meeting of AfricaPlatinum Debenture Holders in respect of theproceedings of which minutes have been so made shall be deemed to have been duly heldand convened and all resolutions passed thereat, or proceedings held, to have been dulypassed and held.

23. Governing Law

The AfricaPlatinum Debentures and all rights and obligations relating to the AfricaPlatinumDebentures are governed by, and shall be construed in accordance with, the laws of South Africa.

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Annexure B - Terms and Conditions of the AfricaGold Debentures

Terms and Conditions of the AfricaGold Debentures

The terms and conditions subject to and in accordance with which the AfricaGold Debentures will beissued are as follows.

1. Interpretation

1.1 Definitions

In these AfricaGold Debenture Conditions words and phrases defined in the section of theProspectus headed "Interpretation" shall have the same meaning when used in these AfricaGoldDebenture Conditions, unless the context clearly indicates a contrary intention.

1.2 Construction

(a) In these AfricaGold Debenture Conditions, unless a contrary intention appears a word orexpression which denotes:

(i) any gender shall include the other genders;

(ii) a natural person shall include an artificial or juristic person and vice versa; and

(iii) the singular shall include the plural and vice versa.



(d) Any word or expression defined in the Companies Act shall bear the same meaning whereused in these AfricaGold Debenture Conditions as ascribed to it therein.

(e) Any provision in a definition which is a substantive provision conferring a right orimposing an obligation on any party shall, notwithstanding that it is only a definition, begiven effect to as if it were a substantive provision of these AfricaGold DebentureConditions.




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(j) A reference to a Condition followed by a specific number shall be a reference to thecorresponding numbered paragraph of these AfricaGold Debenture Conditions.


(l) Any word or expression defined within a particular Condition other than this Condition 1(whether by incorporation by reference or otherwise), shall bear the meaning ascribed toit in that Condition wherever it is used in these AfricaGold Debenture Conditions.


2. Issue

2.1 The Company shall, pursuant to the Initial Offer, issue AfricaGold Debentures referencing amaximum of 1 000 000 (one million) troy ounces of Gold.

2.2 The Company is entitled, without the consent of the then existing AfricaGold Debenture Holders,to issue further AfricaGold Debentures at any time, provided that the Conditions to Issue havebeen fulfilled as at the date of such issue and provided that, in any year, such AfricaGoldDebentures do not reference more than 1 000 000 (one million) troy ounces of Gold without theapproval of the South African Reserve Bank.


3.1 The AfricaGold Debentures are secured debentures which shall be issued by the Company fromtime to time in initial denominations each linked to the value of an Initial Quantity of Gold.

3.2 The value of each AfricaGold Debenture will be linked to the Reference Quantity of Gold fromtime to time. An AfricaGold Debenture Holder will, however, have no ownership right orbeneficial interest in and to any Gold held by the Company from time to time.

3.3 The AfricaGold Debentures will initially be issued as Dematerialised Debentures in terms ofsection 33 of the Financial Markets Act and will not be represented by any certificate or writteninstrument. However, the holder of a Dematerialised Debenture will be entitled to exchange suchDematerialised Debenture for a Certificated Debenture in accordance with section 33 of theFinancial Markets Act. Any such exchange will be done in accordance with Condition 16.


4.1 The AfricaGold Debentures constitute (subject to the provisions of this Condition 4) direct,unconditional, unsubordinated and secured obligations of the Company. The claims of eachAfricaGold Debenture Holder under the AfricaGold Debentures shall rank pari passu with theclaims of all other AfricaGold Debenture Holders under the AfricaGold Debentures.

4.2 Upon the occurrence of an Event of Default, the rights of the AfricaGold Debenture Holders shallbe limited to the extent that no AfricaGold Debenture Holder shall be entitled to enforce its rightsunder the AfricaGold Debentures against the Company or to take any action or institute anyproceedings against the Company under the AfricaGold Debentures (whether to recover any

7.C.3(c)

7.C.3(a)7.C.2(a)

7.C.2(b)7.C.2(d)

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107

amount payable by the Company under the AfricaGold Debentures or otherwise) but all suchrights shall vest in the AfricaGold Security Trust. Should the AfricaGold Security Trust besequestrated or wound up or should the Guarantee issued by the AfricaGold Security Trust andthe Indemnity granted in favour of the AfricaGold Security Trust be or become unenforceable,then the AfricaGold Debenture Holders shall themselves be entitled to enforce their rights underthe AfricaGold Debentures and to take action and institute proceedings directly against theCompany should an Event of Default occur or should the AfricaGold Debentures otherwisebecome redeemable in terms of Condition 7.

4.3 The Guarantor shall bind itself in writing to the AfricaGold Debenture Holders as guarantor forand co-principal debtor in solidum with the Company for the due and punctual fulfilment by theCompany of all of its payment obligations which it may incur to the AfricaGold DebentureHolders under the AfricaGold Debentures.

4.4 The liability of the AfricaGold Security Trust pursuant to the aforementioned Guarantee shall,however, be limited to the aggregate amount recovered by the Guarantor from the Companyarising out of the Indemnity given by the Company to the AfricaGold Security Trust. Theobligations of the Company under the Indemnity shall be secured by the Security Agreementconcluded with the AfricaGold Security Trust in terms of which the Company grants Security infavour of the AfricaGold Security Trust over all of the Company's rights, title and interest in andto all of the Gold held by the Company in the relevant Allocated Account and UnallocatedAccount. In addition, all amounts recovered by the AfricaGold Security Trust pursuant to theaforementioned Guarantee shall be distributed by the AfricaGold Security Trust in accordancewith the Priority of Payments.

4.5 The AfricaGold Debenture Holders are not entitled to institute, or join with any person ininstituting, any proceedings for the Company to be liquidated or for the appointment of aliquidator, business rescue practitioner or similar officer of the Company or any of theCompany’s assets or revenues, until one year after the AfricaGold Security Trust has notified theAfricaGold Debenture Holders that it has no further assets or right to any assets of the Companyavailable for the payment of any sums outstanding and owing by the Company under theAfricaGold Debentures.

5. Title

5.1 Title to the AfricaGold Debentures will pass upon registration of transfer in accordance withCondition 17.

5.2 The Company and the Transfer Agent shall recognise an AfricaGold Debenture Holder as the soleand absolute owner of the AfricaGold Debenture registered in that AfricaGold DebentureHolder's name in the Register (notwithstanding any notice of ownership or writing thereon ornotice of any previous loss or theft thereof) for all purposes and shall not be bound to enter anytrust in the Register or to take notice of or to accede to the execution of any trust (express, impliedor constructive) to which any AfricaGold Debenture may be subject.

5.3 In terms of existing law and practice, title to Dematerialised Debentures will be transferredthrough the Central Securities Depository System by way of book entries into the securitiesaccounts of the relevant CSDP. Such transfers will not be recorded in the Register and therelevant CSDP (or its relevant nominee) will continue to be reflected in the Register as theAfricaGold Debenture Holder in respect of such Dematerialised Debentures, notwithstandingsuch transfers.

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The Company gives the undertakings set out in this Condition 6 in favour of the AfricaGoldDebenture Holders and the AfricaGold Security Trust for so long as there are any AfricaGoldDebentures in issue.


The Company shall:


(b) obtain, comply with the terms of and do all that is necessary to maintain in full force andeffect all authorisations, approvals, licences and consents required by all Applicable Lawsto enable the Company to lawfully enter into and perform its obligations under theAfricaGold Debenture Conditions and each of the Transaction Documents to which it is aparty and to conduct the Company's Business.


The Company shall:

(a) take such steps as are reasonable to enforce its rights under the AfricaGold Debenturesand all other agreements (including the Transaction Documents) to which it is a party;and

(b) comply with, perform and observe all of its obligations under the AfricaGold Debenturesand all other agreements (including the Transaction Documents) to which it is a party.


The Company shall:



6.4 Taxation

The Company shall:




The Company shall use all reasonable efforts to obtain and maintain a listing of the AfricaGoldDebentures on the JSE. If, however, it is unable to do so (having used such reasonableendeavours) or if the maintenance of such listing is found to be unduly onerous to the Company,and the Company is satisfied that the interests of AfricaGold Debenture Holders would notthereby be materially prejudiced, the Company shall instead use all reasonable endeavours to

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promptly obtain and thereafter maintain a listing of the AfricaGold Debentures on such otherstock exchange/s as it may reasonably determine. Any de-listing of the AfricaGold Debenturesfrom the JSE will be subject to the provisions of the JSE Listings Requirements.


The Company shall supply such information as it is required by Applicable Laws (including theJSE Listings Requirements) and distribute same to its members and the AfricaGold DebentureHolders from time to time.

6.7 Gold

The Company shall:

(a) ensure that as far as possible it only acquires or accepts Locally Sourced Gold and storesthe Gold with the Custodian in the form of London Good Delivery Gold Bars;

(b) subject to Condition 6.7(c), ensure that all Gold of the Company is held in a segregatedAllocated Account of the Company with the Custodian;

(c) save as described in the Prospectus, ensure that no more than 400 troy ounces of Gold areat any time deposited in the Unallocated Account of the Company with the Custodian;and

(d) only dispose of Gold standing to the credit of its Unallocated Account for the purpose ofmeeting its statutory costs and operating fees and expenses or where the quantity of Goldto be disposed of pursuant to a redemption of any AfricaGold Debentures in accordancewith the provisions of these AfricaGold Debenture Conditions is not exactly equal to amultiple of whole London Good Delivery Gold Bars .


The Company shall promptly inform the AfricaGold Debenture Holders and the AfricaGoldSecurity Trust, in accordance with the provisions of Condition 7.3, of the occurrence of an Eventof Default.




The Company shall utilise the proceeds derived from the issue of the AfricaGold Debentures toacquire Gold, which is to be retained and used by the Company on the basis more fully describedin this Prospectus. For purposes of the Commercial Paper Regulations it is recorded that the“Ultimate Borrower”, as defined in the Commercial Paper Regulations, of the net proceeds fromthe AfricaGold Debentures will be the Company.

6.11 Further Issues

The Company shall not issue any further AfricaGold Debentures unless, as at the date thereof, theConditions to Issue have been fulfilled.


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6.14 Indebtedness


6.15 Other





(d) consent to any variation or waiver of the terms of any of the AfricaGold DebentureConditions and/or Transaction Documents other than in accordance with the DebentureConditions, or


unless prior approval of the AfricaGold Debenture Holders by way of an ExtraordinaryResolution is obtained.

7. Redemption


(a) The Company may redeem all, but not some only, of the AfricaGold Debentures in full(but not in part) at their Redemption Value as at the date thereof, having given not lessthan 30 (thirty) and not more than 90 (ninety) Business Days' written notice to theAfricaGold Debenture Holders (which notice shall be irrevocable) if:


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(A) the Company is or would be required to deduct or withhold from anypayments on the AfricaGold Debentures any amounts as provided orreferred to in Condition 14, and such requirement cannot be avoided bythe Company taking reasonable measures available to it;

(B) there is otherwise a change to the Tax Structure of the Gold ETF fromthat existing as at the date of the Prospectus which would result in anincreased Tax burden for the Company and such increased Tax burdencannot be avoided through reasonable measures available to theCompany; or

(iii) the appointment of the Custodian is terminated and the Company is unable to finda suitable replacement custodian to hold its physical Gold on commerciallyreasonable terms; or

(iv) at any time after the first anniversary of the first Issue Date of the AfricaGoldDebentures, the NAV of the Gold ETF is less than ZAR500 000 000; or

(v) the AfricaGold Debentures are delisted from the JSE and are not listed on anyOther Exchange.

(b) The Company may redeem all, but not some only, of the AfricaGold Debentures in full(but not in part) held by a specific AfricaGold Debenture Holder (as opposed to all of theAfricaGold Debenture Holders) at their Redemption Value as at the date thereof, havinggiven not less than 10 (ten) and not more than 90 (ninety) Business Days' written noticeto the relevant AfricaGold Debenture Holder (which notice shall be irrevocable) if theCompany is reasonably of the view that the continued holding by such AfricaGoldDebenture Holder of AfricaGold Debentures may result in the Company falling foul ofthe provisions of FICA, or any other Applicable Law.

7.2 Optional Redemption at the instance of AfricaGold Debenture Holder

An AfricaGold Debenture Holder may redeem all or some of the AfricaGold Debentures held byhim in full (but not in part) at their Redemption Value as at the date thereof, having given not lessthan 5 (five) Trading Days' notice to the Company (which notice shall be irrevocable) if, as at thedate thereof, the Conditions to Redemption have been met.


(a) Upon the occurrence of an Event of Default, the Company shall promptly advise theAfricaGold Debenture Holders and the AfricaGold Security Trust of the occurrence ofsuch event.

(b) Upon the occurrence of an Event of Default, the AfricaGold Security Trust may in itsdiscretion and shall if so directed by a Extraordinary Resolution of AfricaGold DebentureHolders deliver an Enforcement Notice to the Company stating that all AfricaGoldDebentures are immediately to be redeemed, whereupon the Company shall be obliged toredeem all the AfricaGold Debentures at their Redemption Value at the date of theoccurrence of such Event of Default in accordance with the Priority of Payments.

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(c) Upon receipt of any monies by the AfricaGold Security Trust, the AfricaGold SecurityTrust shall be obliged to apply such monies in accordance with the Priority of Payments.

(d) Upon the occurrence of an Event of Default, no AfricaGold Debenture Holder shall beentitled to enforce its rights under the AfricaGold Debentures against the Company or totake any action or institute any proceedings against the Company under the AfricaGoldDebentures (whether to recover any amount payable by the Company under theAfricaGold Debentures or otherwise) but all such rights shall vest in the AfricaGoldSecurity Trust. Should the AfricaGold Security Trust be sequestrated or wound up orshould the Guarantee issued by the AfricaGold Security Trust and the Indemnity grantedin favour of the AfricaGold Security Trust be or become unenforceable, then theAfricaGold Debenture Holders shall themselves be entitled to enforce their rights underthe AfricaGold Debentures and to take action and institute proceedings directly againstthe Company should an Event of Default occur or should the AfricaGold Debenturesotherwise become redeemable in terms of Condition 7.

(e) The AfricaGold Security Trust shall not be required to take any steps to ascertain whetherany Event of Default shall have occurred and until the AfricaGold Security Trust hasactual knowledge or has been served with express notice thereof it shall be entitled toassume that no such Event of Default has taken place.


(a) All AfricaGold Debentures will be redeemed at their Redemption Value as at theRedemption Date thereof, in accordance with Condition 9. The Redemption Value willbe calculated having regard to the Sale Proceeds realised (in the event where a DeliveryOption is not exercised) or the Sale Proceeds that would have been realised at the LondonAM Fix Price (in the event of an exercise of a Delivery Option) from the sale by theAuthorised Participant of the Reference Quantity of Gold on the Redemption Date ofsuch AfricaGold Debentures. This Reference Quantity will be less than the InitialQuantity as it will take into account the Monthly Charge for the relevant ETF. Fractionsof a fine ounce of Gold included in the Block Commodity Amount smaller than 0.001 ofa fine ounce are disregarded. Any discount or premium to the London AM Fix Pricewhich is incurred or realised by the Company will be passed on to the relevantAfricaGold Debenture Holder, in the event that a Delivery Option is not exercised. AllSale Proceeds will be converted into and paid in Rand at the Rand/US Dollar exchangerate quoted by SBSA at 09h00 on the relevant Redemption Date.

(b) An AfricaGold Debenture Holder may, provided that the Conditions to Redemption aremet, require the Company to redeem 1 (one) or more Blocks of AfricaGold Debentures atany time in accordance with Condition 7.2 by delivering to the Transfer Agent eitherdirectly, or through an Authorised Participant, its CSDP or broker of the ParticipatingBroker, a Redemption Notice indicating the number of Blocks of Debentures that are tobe redeemed and the date on which such redemption is to take place. A message will thenbe forwarded from the AfricaGold Debenture Holder's CSDP to the Fund Administratorand the Company's CSDP. Delivery messages received by the Company's CSDP prior to09h00 on any Trading Day will, if accepted, be deemed to have been received and dealtwith on that Trading Day. If the delivery message is received by the Company's CSDPafter the 09h00 deadline for the relevant Trading Day, the delivery message willautomatically be dealt with and be deemed to have been received on the next TradingDay.

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(c) If a delivery message is accepted, the relevant AfricaGold Debenture Holder will receiveconfirmation of such acceptance from its broker or CSDP before close of business on theTrading Day on which the Company's CSDP received the delivery notice. In addition,the AfricaGold Debenture Holder shall receive confirmation of the London AM Fix Priceused in calculating the Redemption Value, the actual Redemption Value to be paid andthe Redemption Fee and costs (all of which shall be for the account of the AfricaGoldDebenture Holder), together with details of the bank account into which such paymentshall be made.

(d) Payments in respect of the redemption of AfricaGold Debentures shall be made inaccordance with Condition 12 and the Applicable Procedures relating to the redemptionof debt securities.

(e) Should any AfricaGold Debenture be a Certificated Debenture, the relevant AfricaGoldDebenture Holder shall, prior to the redemption of such Debenture, surrender thecertificate in respect of such Certificated Debenture so held by him to the Transfer Agentat least 5 (five) Business Days prior to the Redemption Date in respect thereof to allowfor such Certificated Debenture to be Dematerialised prior to redemption.

7.5 Cancellation

All AfricaGold Debentures which are redeemed by the Company and submitted for cancellationshall forthwith be cancelled. All AfricaGold Debentures so cancelled shall be held by theTransfer Agent and cannot be re-issued or resold.

8. Delivery Option

8.1 Option Notice

(a) Any AfricaGold Debenture Holder who is a Qualifying Debenture Holder shall have theright and option, exercisable contemporaneously with the delivery to the relevantQualifying Debenture Holder's broker or CSDP of a notification that such QualifyingDebenture Holder wishes to redeem 1 (one) or more Blocks of AfricaGold Debenturesheld by him, to deliver a written notification (Option Notice) to the Manager stating thatthe relevant Qualifying Debenture Holder requires the Company to sell to the relevantQualifying Debenture Holder a quantity of Gold equal to the Reference Quantity of Goldof the AfricaGold Debentures so to be redeemed.



(ii) will have the relevant Sale Commodity transferred to its Nominated Account onthe Delivery Date by the Company instructing the Custodian to credit the SaleCommodity to the Nominated Account of the relevant Qualifying DebentureHolder; and


(c) The Option Notice shall include:

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(i) a description of the AfricaGold Debentures which are to be redeemed by therelevant Qualifying Debenture Holder;

(ii) the details of the Nominated Account of the relevant Qualifying DebentureHolder into which the relevant Sale Commodity is to be delivered; and

(iii) confirmation of the fact that the relevant Qualifying Debenture Holder is in fact aQualifying Debenture Holder, accompanied by certified true copies of all relevantlicences, consents, exemptions and the like.


Should a Qualified Debenture Holder exercise the Delivery Option and deliver an Option Noticeto the Transfer Agent in accordance with Condition 8.1, the relevant Qualifying DebentureHolder and the Company shall be deemed to have entered into a sale agreement, being aCommodity Sale Agreement, on the following terms and conditions:

(a) the Company shall sell the relevant Sale Commodity (comprising Gold) to the relevantQualifying Debenture Holder (Purchaser) and the Purchaser shall purchase the Goldfrom the Company on and with effect from the Redemption Date of the relevantAfricaGold Debentures redeemed by the Purchaser (Sale Date) as a single indivisibletransaction;

(b) the purchase price of the Sale Commodity (Purchase Price) payable by the Purchaser tothe Company shall be an amount equal to the Redemption Value of the relevantAfricaGold Debentures redeemed by the Purchaser (Relevant Debentures), plus anyVAT payable on the sale and purchase of the Sale Commodity, net of the Redemption Feepayable by the Purchaser in respect of the Relevant Debentures;


(d) the Purchaser shall, prior to the Sale Date, deliver to its broker or CSDP an irrevocableinstruction in terms of which the Purchaser instructs the broker or CSDP to redeem theRelevant Debentures upon acknowledgement by the Company of set-off of theRedemption Value of such Relevant Debentures against the Purchase Price for the SaleCommodity. To the extent that the Purchaser fails to deliver such notice to its broker orCSDP prior to the Sale Date, the Purchaser hereby irrevocably and unconditionallyauthorises the Company to deliver such notice on the Purchaser's behalf;

(e) to the extent any of the Relevant Debentures are Certificated Debentures, no notice of thenature referred to in Condition 8.2(d) in respect of that Certificated Debenture shall begiven, but instead the Purchaser shall, and hereby does, instruct the Company to apply theRedemption Value of the Relevant Debentures that are Certificated Debentures thatwould be payable by the Company to the Purchaser against the obligations of thePurchaser to pay the Purchase Price to the Company;


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(i) the Company of its obligation to pay to the Purchaser the RedemptionValue in respect of the Relevant Debentures; and












(iii) it has:




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(iv) the obligations expressed to be assumed by it under the Commodity SaleAgreement are legal and valid and are binding on, and enforceable against it;

(v) the entry into the Commodity Sale Agreement and/or the performance of itsobligations under the Commodity Sale Agreement does not and will not:




(vi) all authorisations, consents, approvals, resolutions, licences, exemptions, filingsand registrations which are required, necessary or desirable under all ApplicableLaws:



have been obtained or effected and are, and will for the duration of theCommodity Sale Agreement remain, in full force and effect;






(p) all provisions of the Commodity Sale Agreement are, notwithstanding the manner inwhich they have been grouped together or linked grammatically, severable from eachother. Any provision of the Commodity Sale Agreement which is or becomes

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unenforceable, whether due to voidness, invalidity, illegality, unlawfulness or for anyother reason whatever, shall, only to the extent that it is so unenforceable, be treated aspro non scripto and the remaining provisions of the Commodity Sale Agreement shallremain of full force and effect. The Purchaser and the Company declare that it is theirintention that the Commodity Sale Agreement would be executed without suchunenforceable provision if they were aware of such unenforceability at the time ofexecution hereof;









(ii) in payment of all fees and expenses payable by the Company which areattributable to, or allocated by the Manager (on the basis set out in theManagement Agreement) to, the Gold ETF; and

(c) third, after delivery of an Enforcement Notice, in payment of all amounts payable by theCompany under and in terms of Indemntity granted in favour of the AfricaGold SecurityTrust and the Security granted in respect thereof in terms of the relevant SecurityAgreement; and

(d) fourth, pari passu and pro rata in payment of the Redemption Value payable in terms ofany of the AfricaGold Debentures to be redeemed as at any point in time.


10.1 Subject to Condition 10.2, the rights of the creditors of the Company, including AfricaGoldDebenture Holders, bound in terms of the Priority of Payments will be limited to the extent that:

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(a) such creditors shall not institute, or join with any person in instituting, any proceedingsfor the Company to be wound-up, liquidated or placed under supervision, or for theappointment of a liquidator, business rescue practitioner or similar officer of theCompany or of any or all of the Company’s assets, until 1 (one) year after the AfricaGoldSecurity Trust informs AfricaGold Debenture Holders that the Company has no furtherassets available for payment of any sums still outstanding and owing by the Companyunder the AfricaGold Debentures;



(i) the indebtedness of the Company to such creditor; and

(ii) the aggregate of the actual amount available for distribution by the Company tosuch creditor (or the AfricaGold Security Trust on behalf of the Company) inaccordance with the Priority of Payments,


(d) such creditors shall not be entitled to take any action or proceedings against the Issuer torecover any amounts payable by the Company to them except under the Guarantee issuedby the AfricaGold Security Trust, provided that if the AfricaGold Security Trust issequestrated or wound-up, or should the Guarantee issued by the AfricaGold SecurityTrust and/or the Indemnity granted in favour of the AfricaGold Security Trust be orbecome unenforceable, then such creditors shall be entitled to take action themselves toenforce their claims directly against the Company should an Event of Default occur; and



(a) the exercise of any right or power by the AfricaGold Security Trust under the AfricaGoldSecurity Trust 's Security and/or the Indemnity;

(b) the entitlement of the AfricaGold Security Trust to:

(i) institute, or join with any person in instituting, any proceedings for the Companyto be wound-up, liquidated or placed under supervision, or for the appointment ofa liquidator, business rescue practitioner or similar officer of the Company or ofany or all of the Company’s assets or revenues, in the event that the AfricaGoldSecurity Trust is unable (whether due to practical or legal impediments which, inthe reasonable opinion of the AfricaGold Security Trust are not of a temporarynature) to enforce the AfricaGold Security Trust 's Security; and/or

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in accordance with the provisions of the Transaction Documents.

10.3 In the event that the AfricaGold Security Trust fails, for whatever reason, to make a claim in thewinding-up, liquidation or supervision or business rescue proceedings of the Company pursuantto the Indemnity at least 10 (ten) Business Days prior to the first meeting of creditors, or shouldthe liquidator or business rescue practitioner not accept a claim tendered for proof by theAfricaGold Security Trust pursuant to the Indemnity, then, in order to ensure the fulfilment of theprovisions regarding the Priority of Payments, the creditors of the Company, including theAfricaGold Debenture Holders, bound in terms of the Priority of Payments shall be entitled tolodge such claims themselves, but:

(a) any claim made or proved by such a creditor in the winding-up, liquidation or supervisionor business rescue proceedings in respect of amounts owing to it by the Company shall besubject to the condition that no amount shall be paid in respect thereof to the extent thatthe effect of such payment would be that the amount payable to those creditors who havealso so claimed and that rank prior to it in terms of the Priority of Payments would bereduced; and

(b) if the liquidator or business rescue practitioner refuses to accept claims proved subject tothe condition contained in Condition 10.3(a), then each such creditor shall be obliged towaive so much of its claim in respect of its subordinated debt as would enable suchcreditors that rank prior to it in the Priority of Payments to receive payment of theirclaims in full.

10.4 To the extent that any creditor of the Company bound to the Priority of Payments receives orrecovers any amount other than in accordance with the Priority of Payments in respect of sumsdue to it by the Company and/or the AfricaGold Security Trust (whether by set-off or otherwise),such creditor is obliged to pay such amount prior to the occurrence of an Event of Default, to theCompany and subsequent to the occurrence of an Event of Default, to the AfricaGold SecurityTrust, which in each case shall pay over such monies, mutatis mutandis, in accordance with therelevant Priority of Payments.


All notifications, opinions, determinations, certificates, calculations, quotations and decisionsgiven, expressed, made or obtained for the purpose of these AfricaGold Debenture Conditions,whether by the Fund Administrator or otherwise, shall (in the absence of wilful default,negligence, bad faith or manifest error) be binding on the Company and the AfricaGoldDebenture Holders and (in such absence as aforesaid) no liability to the AfricaGold DebentureHolders shall attach to the Company or the Fund Administrator in connection with the exercise ornon-exercise by them of their powers, duties and discretions under this Condition 11.

12. Payment

12.1 The Redemption Value in relation to each AfricaGold Debenture shall, in all instances where aDelivery Option has not been exercised, be paid by the Company in Rand in accordance with thisCondition 12. Where a Qualifying Debenture Holder exercises a Delivery Option, payment of theRedemption Value shall be set-off against the Purchase Price of the Sale Commodity inaccordance with Condition 8.

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12.2 All monies payable on or in respect of each AfricaGold Debenture shall be paid by electronicfunds transfer to the account in South Africa of the relevant AfricaGold Debenture Holder as setforth in the Register at 17h00 on the Business Day preceding the relevant Redemption Date or, inthe case of joint AfricaGold Debenture Holders, the account of that one of them who is firstnamed in the Register in respect of that AfricaGold Debenture, provided that no payment inrespect of the redemption of such AfricaGold Debenture shall, in the case of CertificatedDebenture, be made by the Company until 3 (three) Business Days after the date on which thecertificates in respect of such Certificated Debenture to be redeemed has been surrendered to theTransfer Agent.

12.3 If the Company is prevented or restricted directly or indirectly from making any payment byelectronic funds transfer in accordance with Condition 12.2 (whether by reason of strike, lockout,fire, explosion, floods, riot, war, accident, force majeure, embargo, legislation, shortage of orbreakdown in facilities, civil commotion, unrest or disturbances, cessation of labour, governmentinterference or control or any other cause or contingency beyond the control of the Company), theCompany shall give notice to the AfricaGold Debenture Holders within 3 (three) Business Daysof such inability arising. The Company will continue to attempt to make electronic funds transferto the account in South Africa of such AfricaGold Debenture Holder until such time as that thepayment has been successful. Should the Company remain unsuccessful in making payment for15 (fifteen) continuous Business Days, the Company will contact the relevant AfricaGoldDebenture Holder or its CSPD and make such acceptable alternative payment arrangementsdeemed appropriate at the time. During the time that the Company has not been able to affectpayment, it shall not incur any liability to the relevant AfricaGold Debenture Holder.

12.4 If several persons are entered into the Register as joint AfricaGold Debenture Holders then,payment to any one of them of any monies payable on or in respect of the AfricaGold Debenturesshall be an effective and complete discharge by the Company of the amount so paid,notwithstanding any notice (express or otherwise) which the Company may have of the right,title, interest or claim of any other person to or in any AfricaGold Debenture or interest therein.

12.5 Payments in respect of Dematerialised Debentures will be made in accordance with theApplicable Procedures. The Company shall have no responsibility and shall not incur anyliability in any respect for the records relating to, or payments made on account of DematerialisedDebentures, or for the maintaining, supervising or reviewing any records relating to suchDematerialised Debentures.

12.6 Any monies payable by the Company in respect of an AfricaGold Debenture which are unclaimedby the relevant AfricaGold Debenture Holder for any reason whatsoever, including, withoutlimiting the generality of the aforegoing, by reason of a failure on the part of the relevantAfricaGold Debenture Holder to submit its bank account details to the Transfer Agent or a failureto submit the correct bank account details to the Transfer Agent for entry into the Register, for aperiod of 3 (three) years after the relevant Payment Date of the monies in question shall:

(a) be paid over to the Guardian's Fund for and on behalf of the relevant AfricaGoldDebenture Holder; and


and such payment by the Company to the Guardian's Fund shall be a complete discharge by theCompany of its relevant payment obligations under the AfricaGold Debenture in question.


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Each AfricaGold Debenture Holder, by subscribing for or acquiring an AfricaGold Debenture,acknowledges and agrees that:

(a) the value of each AfricaGold Debenture is linked to the Reference Quantity of Gold fromtime to time;

(b) the Company will from time to time issue Debentures which are linked to or referenceCommodities other than Gold;

(c) on the winding-up or liquidation of the Company for any reason, any claim that suchAfricaGold Debenture Holder may have as a creditor of the Company to be paid out ofthe proceeds of the realisation of the assets of the Company on such winding-up orliquidation shall be limited to a claim to be paid out of the proceeds of the realisation ofthe Company's Gold only and not any other Commodity that may be held by theCompany. Each AfricaGold Debenture Holder accordingly waives any right it mayotherwise have to be paid out of the proceeds of the realisation of any Commodity held bythe Company other than Gold on any winding-up or liquidation of the Company.

Notwithstanding the provisions of this Condition 13, each AfricaGold Debenture Holderacknowledges and agrees that it shall have no ownership right or beneficial interest in and to anyGold held by the Company from time to time.

14. Taxation

As at the date of issue of the Prospectus, all payments in respect of the AfricaGold Debentureswill be made without withholding or deduction for or on account of any present or future Taxesimposed or levied by or on behalf of South Africa or any political subdivision or any authoritythereof or therein having power to tax, unless such withholding or deduction is required byApplicable Law. In that event, the Company shall make such payments after such withholding ordeduction has been made (where applicable) and shall account to the relevant authorities for theamount so required to be withheld or deducted. The Company shall not be obliged to make anyadditional payments to AfricaGold Debenture Holders in respect of such withholding ordeduction.

15. Prescription

An AfricaGold Debenture will become void unless presented for payment within a period of 3(three) years after its Redemption Date.


16.1 The AfricaGold Debentures will initially be issued in the form of Dematerialised Debentures inthe Central Securities Depository.

16.2 The AfricaGold Debenture Holder of Dematerialised Debentures may, in terms of the ApplicableProcedures and through its nominated CSDP or broker, direct a written request to the TransferAgent for a certificate representing the number of AfricaGold Debentures to be delivered by theTransfer Agent in exchange for such Dematerialised Debentures. The Transfer Agent shalldeliver such certificate upon such written request no later than 14 (fourteen) days after receivingthe written request of such AfricaGold Debenture Holder in accordance with the ApplicableProcedures, provided that joint holders of Dematerialised Debentures shall be entitled to receive

7.C.2(h)

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only one certificate in respect of that joint holding and delivery to one of those joint holders shallbe delivery to all of them.

16.3 The holder of Dematerialised Debentures shall be obliged, if requested upon written notice of notless than 5 (five) Business Days by the Company to do so, to exchange such DematerialisedDebentures for Certificated Debentures (or such number of Certificated Debentures as suchAfricaGold Debenture Holder may request in writing), in accordance with the ApplicableProcedures if:





16.4 A person holding a Dematerialised Debenture may, in terms of the Applicable Procedures andthrough its nominated CSDP, direct a written request to the Transfer Agent for a certificaterepresenting the number of Certificated Debentures to be delivered by the Transfer Agent inexchange for such Dematerialised Debentures. The Transfer Agent shall deliver such certificatesupon such written request no later than 10 (ten) Business Days (or in the case of an AfricaGoldDebenture Holder resident outside of South Africa, 20 (twenty) Business Days) after receiving thewritten request of the holder of such Dematerialised Debentures in accordance with theApplicable Procedures. Upon issue of such certificate, the Company shall notify the CentralSecurities Depository that the AfricaGold Debentures are no longer held in Dematerialised form.Joint holders of Dematerialised Debentures shall be entitled to receive only 1 (one) certificate inrespect of that joint holding and delivery to 1 (one) of those joint holders shall be delivery to allof them.

16.5 The Company may charge an AfricaGold Debenture Holder a reasonable fee to cover the actualcosts of issuing a certificate. Separate costs and expenses relating to the provision of certificatesand/or the transfer of AfricaGold Debentures may be levied by other persons, such as a CSDP andStrate Limited, under the Applicable Procedures and such costs and expenses shall not be borneby the Company. The costs and expenses of delivery of certificates by other than ordinary post (ifany) and, if the Company shall so require, Taxes or governmental charges or insurance chargesthat may be imposed in relation to such mode of delivery shall be borne by the AfricaGoldDebenture Holder. At the request of an AfricaGold Debenture Holder, the Company shall advisesuch AfricaGold Debenture Holder of all the abovementioned costs at the time.

16.6 Certificates may be collected by the relevant AfricaGold Debenture Holder from the TransferAgent or, the request of the AfricaGold Debenture Holders, sent by post, provided that neither theCompany nor its agents shall be liable for any loss in transit and the postal authorities shall be

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deemed to be the agent of the AfricaGold Debenture Holder for the purpose of any certificateposted in terms of this Condition 16.


16.8 Any person becoming entitled to Certificated Debentures in consequence of the death orinsolvency of the relevant AfricaGold Debenture Holder may, upon producing evidence to thesatisfaction of the Company and the Transfer Agent that he holds the position in respect of whichhe proposes to act under this Condition 16 or of his title, require the Company and the TransferAgent to register such person as the holder of such AfricaGold Debentures or, subject to therequirements of this Condition 16, to transfer such AfricaGold Debentures to such person.


17.1 Dematerialised Debentures may be transferred in terms of the Applicable Procedures in theCentral Securities Depository's System. In order for any transfer of AfricaGold Debenturesevidenced by a certificate to be effected through the Register and for the transfer to be recognisedby the Company, each transfer of an AfricaGold Debenture:


(b) must be signed by the relevant AfricaGold Debenture Holder and the transferee, or anyauthorised representatives of that registered AfricaGold Debenture Holder and/ortransferee; and

(c) must be made by way of the delivery of the Transfer Form to the Transfer Agent togetherwith the certificate in question for cancellation or, if only part of the AfricaGoldDebentures represented by a certificate is transferred, a new certificate for the balancewill be delivered to the original AfricaGold Debenture Holder and the cancelledcertificate will be retained by the Transfer Agent.

17.2 The transferor of any AfricaGold Debentures represented by a certificate shall be deemed toremain the owner thereof until the transferee is registered in the Register as the holder thereof.

17.3 All authorities to sign transfer deeds granted by AfricaGold Debenture Holders for purposes oftransferring AfricaGold Debentures which may be lodged, produced or exhibited with or to theCompany at any time at its registered office shall, as between the Company and the grantor ofsuch authority be taken and be deemed to continue to remain in full force and effect, and theCompany may allow same to be acted upon until such time as express notice in writing of therevocation of same shall have been given and lodged at the registered office of the Company atwhich the original authority was lodged, produced or exhibited (as the case may be).



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18. Register

18.1 The Register shall be kept at the offices of the Transfer Agent. The Register shall contain thename, address and bank account details of the registered AfricaGold Debenture Holders. TheRegister shall show the date of such issue and the date upon which the AfricaGold DebentureHolder became registered as such. The Register shall reflect whether the AfricaGold Debenturesare Dematerialised Debentures or Certificated Debentures and, in respect of CertificatedDebentures, the Register shall show the serial numbers of certificates issued.

18.2 The Register shall be open for inspection during the normal business hours of the Transfer Agentto any AfricaGold Debenture Holder or any person authorised in writing by any AfricaGoldDebenture Holder.


18.4 The Transfer Agent shall alter the Register in respect of any change of name, address or bankaccount number of any of the AfricaGold Debenture Holders of which it is notified in accordancewith these AfricaGold Debenture Conditions.


19.1 The JSE has granted a listing of the AfricaGold Debentures on the "Exchange Traded Funds"sector of the JSE lists with effect from 7 April 2014.

19.2 Provided that the Board is satisfied that AfricaGold Debenture Holders would not be materiallyprejudiced thereby, the Company shall be entitled to procure additional listings of AfricaGoldDebentures on such Other Exchanges as the Company in its discretion determines.


20. Notices

20.1 For so long as the AfricaGold Debentures are held in their entirety by the Central SecuritiesDepository, there may be substituted for publication as contemplated in Condition 20.2 thedelivery of the relevant notice to Central Securities Depository, the settlement agents and the JSEfor communication by them to the holders of Dematerialised Debentures.

20.2 Should any of the AfricaGold Debentures be held in the form of Certificated Debentures, allnotices (including all demands or requests under these AfricaGold Debenture Conditions) to theAfricaGold Debenture Holders will be valid if:


(b) for so long as any of the AfricaGold Debentures are listed on the JSE, published in a dailynewspaper of general circulation in Johannesburg.

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20.3 Notices (including all demands or requests under these AfricaGold Debenture Conditions) to begiven by any AfricaGold Debenture Holder shall be in writing and given by delivering the notice,together with a certified copy of the relevant certificate, to the Company at its registered office.For so long as all of the AfricaGold Debentures are Dematerialised, notice may be given by anyAfricaGold Debenture Holder holding a Dematerialised Debenture to the Company through theAfricaGold Debenture Holder's relevant CSDP in accordance with the Applicable Procedures andin such manner as the Company and the relevant CSDP may approve for this purpose.

20.4 Any notice to the Company shall be deemed to have been received by the Company, on the 2nd

(second) Business Day after being hand delivered to the registered office of the Company or onthe 7th (seventh) day after the day on which it is mailed by registered post to the registered officeof the Company (as the case may be), provided that any notice mailed from an address outsideSouth Africa shall be deemed to have been received by the Company on the 14th (fourteenth) dayafter the date in which it was mailed.


No amendment to these AfricaGold Debenture Conditions shall be made unless:

21.1 the AfricaGold Debenture Holders have consented to such amendment by an ExtraordinaryResolution to that effect; and


22. Meetings of AfricaGold Debenture Holders


(a) The Company or the AfricaGold Security Trust may at any time convene a meeting ofAfricaGold Debenture Holders (meeting).

(b) The AfricaGold Security Trust shall convene a meeting upon the requisition in writing ofAfricaGold Debenture Holders holding AfricaGold Debentures referencing at least one-tenth of the aggregate quantity of the Gold held by the Company as at such point in time,upon and being given notice of the nature of the business for which the meeting is to beheld.

(c) Should the Company at any time wish to convene a meeting, it shall give written notice tothe AfricaGold Security Trust and the AfricaGold Debenture Holders of the place, dayand hour of the meeting and of the nature of the business to be transacted at the meeting.

(d) Should the AfricaGold Security Trust at any time wish to convene a meeting, it shall givewritten notice to the Company and the AfricaGold Debenture Holders of the place, dayand hour of the meeting and of the nature of the business to be transacted at the meeting.

(e) All meetings of AfricaGold Debenture Holders shall be held in Johannesburg.

22.2 Requisition


7.A.7

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(b) The Fund Administrator shall notify the Company and the AfricaGold Security Trust ofthe deposit of a requisition notice forthwith.



If the AfricaGold Security Trust does not proceed to cause a meeting to be held within 30 (thirty)Business Days of the deposit of a requisition notice, requisitionists who together hold AfricaGoldDebentures referencing not less than 10% of the aggregate quantity of Gold held by the Companyas at such point in time, may themselves convene the meeting, but the meeting so convened shallbe held within 90 (ninety) Business Days from the date of such deposit and shall be convened asnearly as possible in the same manner as that in which meetings may be convened by theAfricaGold Security Trust. Notice of the meeting shall be required to be given to the Companyand the AfricaGold Security Trust.


(a) Unless AfricaGold Debenture Holders holding AfricaGold Debentures referencing atleast 70% of the aggregate quantity of Gold held by the Company as at such point in timeagree in writing to a shorter period, at least 21 (twenty-one) days' written noticespecifying the place, day and time of the meeting and the nature of the business for whichthe meeting is to be held shall be given by the Company or the AfricaGold Security Trust,as the case may be, to each AfricaGold Debenture Holder.

(b) The accidental omission to give such notice to any AfricaGold Debenture Holder, or thenon-receipt of any such notice, shall not invalidate the proceedings at a meeting.

22.5 Quorum


(i) for the purposes of considering a resolution other than one requiring anExtraordinary Resolution, consist of AfricaGold Debenture Holders present inperson or by Proxy and holding AfricaGold Debentures referencing in aggregatenot less than one third of the aggregate quantity of Gold held by the Company asat such point in time;

(ii) for the purposes of considering an Extraordinary Resolution, consist ofAfricaGold Debenture Holders present in person or by Proxy and holdingAfricaGold Debentures referencing in aggregate not less than a clear majority ofthe aggregate quantity of Gold held by the Company as at such point in time.

(b) No business shall be transacted at a meeting of the AfricaGold Debenture Holders unlessa quorum is present at the time when the meeting commences.

(c) If, within 15 (fifteen) minutes from the time appointed for the meeting, a quorum is notpresent, the meeting shall, if it was convened on the requisition of AfricaGold DebentureHolders, be dissolved. In every other case the meeting shall stand adjourned to the sameday in the third week thereafter, at the same time and place, or if that day is not aBusiness Day, the next succeeding Business Day, in which event, notice of the adjournedmeeting shall be sent to every AfricaGold Debenture Holder. If a quorum (as referred toin Condition 22.5(a)) is not present at the adjourned meeting, the AfricaGold Debenture

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Holders then present in person or by Proxy will form a quorum for purposes ofconsidering any resolution, including and Extraordinary Resolution.

22.6 Chairperson

The AfricaGold Security Trust or its duly authorised representative shall preside as chairperson ata meeting. If the AfricaGold Security Trust or its duly authorised representative is present within10 (ten) minutes of the time appointed for the holding of the meeting, the AfricaGold DebentureHolders then present shall choose one of their own number to preside as chairperson.

22.7 Adjournment



(c) At least 14 (fourteen) days' written notice of the place, day and time of an adjournedmeeting shall be given by the Company or the AfricaGold Security Trust (as the case maybe) to each AfricaGold Debenture Holder and the Company or the AfricaGold SecurityTrust (as the case may be). In the case of a meeting adjourned in terms ofCondition 22.7(a), the notice shall state that the AfricaGold Debenture Holders present inperson or by Proxy at the adjourned meeting will constitute a quorum for purposes ofconsidering any resolution.


(a) At a meeting, a resolution put to the vote shall be decided on a show of hands unless,before or on the declaration of the result of the show of hands, a poll is demanded by thechairperson or by any one of the AfricaGold Debenture Holders present in person or byProxy.




22.9 Votes

(a) On a show of hands every AfricaGold Debenture Holder present in person shall have 1(one) vote.

(b) On a poll every AfricaGold Debenture Holder, present in person or by Proxy, shall have 1(one) vote for each Debenture held by it.

7.A.6(b)

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(c) The joint holders of AfricaGold Debentures shall have only 1 (one) vote on a show ofhands and only 1 (one) vote in respect of the AfricaGold Debentures of which they are theregistered holder and the vote may be exercised only by the holder whose name appearsfirst in the Register in the event that more than one of such joint holders is present at themeeting in person or by Proxy.

(d) The AfricaGold Debenture Holder in respect of Dematerialised Debentures shall vote atany such meeting on behalf of the beneficial holders of such Dematerialised Debenturesin accordance with the instructions to the Central Securities Depository from the holdersof Dematerialised Debentures in accordance with the Applicable Procedures.



(b) A person appointed to act as Proxy need not be an AfricaGold Debenture Holder.




(f) A vote given in accordance with the terms of a Proxy shall be valid, notwithstanding theprevious death or incapacity of the principal or revocation of the Proxy or of the authorityunder which the Proxy was executed or the transfer of AfricaGold Debentures in respectof which the Proxy was given, provided that no intimation in writing of such death,incapacity or revocation shall have been received by the Company at the office of theTransfer Agent more than, and that the transfer has been given effect to less than,12 (twelve) hours before the commencement of the meeting or adjourned meeting atwhich the Proxy is to be used.

(g) Any reference in these AfricaGold Debenture Conditions to an AfricaGold DebentureHolder present in person includes a duly authorised Representative of an AfricaGoldDebenture Holder.

22.11 Records


(b) Any such minutes, if purporting to be signed by the chairperson of the meeting at whichsuch resolutions were passed or proceedings held or by the chairperson of the nextsucceeding meeting, shall be admissible in evidence without any further proof, and untilthe contrary is proved, a meeting of AfricaGold Debenture Holders in respect of theproceedings of which minutes have been so made shall be deemed to have been duly held

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and convened and all resolutions passed thereat, or proceedings held, to have been dulypassed and held.

23. Governing Law

The AfricaGold Debentures and all rights and obligations relating to the AfricaGold Debenturesare governed by, and shall be construed in accordance with, the laws of South Africa.

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7.C.3(a) - (d)

Annexure C - Terms and Conditions of the AfricaPalladium Debentures

The terms and conditions subject to and in accordance with which the AfricaPalladium Debentureswill be issued are as follows.

1. Interpretation

1.1 Definitions

In these AfricaPalladium Debenture Conditions words and phrases defined in the section of theProspectus headed "Interpretation" shall have the same meaning when used in theseAfricaPalladium Debenture Conditions, unless the context clearly indicates a contrary intention.

1.2 Construction

(a) In these AfricaPalladium Debenture Conditions, unless a contrary intention appears aword or expression which denotes:

(iii) any gender shall include the other genders;

(iv) a natural person shall include an artificial or juristic person and vice versa; and

(v) the singular shall include the plural and vice versa.



(d) Any word or expression defined in the Companies Act shall bear the same meaning whereused in these AfricaPalladium Debenture Conditions as ascribed to it therein.

(e) Any provision in a definition which is a substantive provision conferring a right orimposing an obligation on any party shall, notwithstanding that it is only a definition, begiven effect to as if it were a substantive provision of these AfricaPalladium DebentureConditions.





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(j) A reference to a Condition followed by a specific number shall be a reference to thecorresponding numbered paragraph of these AfricaPalladium Debenture Conditions.


(l) Any word or expression defined within a particular Condition other than this Condition 1(whether by incorporation by reference or otherwise), shall bear the meaning ascribed toit in that Condition wherever it is used in these AfricaPalladium Debenture Conditions.


2. Issue

2.1 The Company shall, pursuant to the Initial Offer, issue AfricaPalladium Debentures referencing amaximum of 1 000 000 (one million) troy ounces of Palladium.

2.2 The Company is entitled, without the consent of the then existing AfricaPalladium DebentureHolders, to issue further AfricaPalladium Debentures at any time, provided that the Conditions toIssue have been fulfilled as at the date of such issue and provided that in any year, suchAfricaPalladium Debentures do not reference more than 1 000 000 (one million) troy ounces ofPalladium without the approval of the South African Reserve Bank.


3.1 The AfricaPalladium Debentures are secured debentures which shall be issued by the Companyfrom time to time in initial denominations each linked to the value of an Initial Quantity ofPalladium.

3.2 The value of each AfricaPalladium Debenture will be linked to the Reference Quantity ofPalladium from time to time. An AfricaPalladium Debenture Holder will, however, have noownership right or beneficial interest in and to any Palladium held by the Company from time totime.

3.3 The AfricaPalladium Debentures will initially be issued as Dematerialised Debentures in terms ofsection 33 of the Financial Markets Act and will not be represented by any certificate or writteninstrument. However, the holder of a Dematerialised Debenture will be entitled to exchange suchDematerialised Debenture for a Certificated Debenture in accordance with section 33 of theFinancial Markets Act. Any such exchange will be done in accordance with Condition 16.


4.1 The AfricaPalladium Debentures constitute (subject to the provisions of this Condition 4) direct,unconditional, unsubordinated and secured obligations of the Company. The claims of eachAfricaPalladium Debenture Holder under the AfricaPalladium Debentures shall rank pari passuwith the claims of all other AfricaPalladium Debenture Holders under the AfricaPalladiumDebentures.

4.2 Upon the occurrence of an Event of Default, the rights of the AfricaPalladium Debenture Holdersshall be limited to the extent that no AfricaPalladium Debenture Holder shall be entitled toenforce its rights under the AfricaPalladium Debentures against the Company or to take anyaction or institute any proceedings against the Company under the AfricaPalladium Debentures

7.C.3(c)

7.C.3(a)7.C.2(a)

7.C.2(f)

7.C.2(b)7.C.2(d)

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(whether to recover any amount payable by the Company under the AfricaPalladium Debenturesor otherwise) but all such rights shall vest in the AfricaPalladium Security Trust. Should theAfricaPalladium Security Trust be sequestrated or wound up or should the Guarantee issued bythe AfricaPalladium Security Trust and the Indemnity granted in favour of the AfricaPalladiumSecurity Trust be or become unenforceable, then the AfricaPalladium Debenture Holders shallthemselves be entitled to enforce their rights under the AfricaPalladium Debentures and to takeaction and institute proceedings directly against the Company should an Event of Default occur orshould the AfricaPalladium Debentures otherwise become redeemable in terms of Condition 7.

4.3 The Guarantor shall bind itself in writing to the AfricaPalladium Debenture Holders as guarantorfor and co-principal debtor in solidum with the Company for the due and punctual fulfilment bythe Company of all of its payment obligations which it may incur to the AfricaPalladiumDebenture Holders under the AfricaPalladium Debentures.

4.4 The liability of the AfricaPalladium Security Trust pursuant to the aforementioned Guaranteeshall, however, be limited to the aggregate amount recovered by the Guarantor from the Companyarising out of the Indemnity given by the Company to the AfricaPalladium Security Trust. Theobligations of the Company under the Indemnity shall be secured by the Security Agreementconcluded with the AfricaPalladium Security Trust in terms of which the Company grantsSecurity in favour of the AfricaPalladium Security Trust over all of the Company's rights, titleand interest in and to all of the Palladium held by the Company in the relevant Allocated Accountand Unallocated Account. In addition, all amounts recovered by the AfricaPalladium SecurityTrust pursuant to the aforementioned Guarantee shall be distributed by the AfricaPalladiumSecurity Trust in accordance with the Priority of Payments.

4.5 The AfricaPalladium Debenture Holders are not entitled to institute, or join with any person ininstituting, any proceedings for the Company to be liquidated or for the appointment of aliquidator, business rescue practitioner or similar officer of the Company or any of theCompany’s assets or revenues, until one year after the AfricaPalladium Security Trust hasnotified the AfricaPalladium Debenture Holders that it has no further assets or right to any assetsof the Company available for the payment of any sums outstanding and owing by the Companyunder the AfricaPalladium Debentures.

5. Title

5.1 Title to the AfricaPalladium Debentures will pass upon registration of transfer in accordance withCondition 17.

5.2 The Company and the Transfer Agent shall recognise an AfricaPalladium Debenture Holder asthe sole and absolute owner of the AfricaPalladium Debenture registered in that AfricaPalladiumDebenture Holder's name in the Register (notwithstanding any notice of ownership or writingthereon or notice of any previous loss or theft thereof) for all purposes and shall not be bound toenter any trust in the Register or to take notice of or to accede to the execution of any trust(express, implied or constructive) to which any AfricaPalladium Debenture may be subject.

5.3 In terms of existing law and practice, title to Dematerialised Debentures will be transferredthrough the Central Securities Depository System by way of book entries into the securitiesaccounts of the relevant CSDP. Such transfers will not be recorded in the Register and therelevant CSDP (or its relevant nominee) will continue to be reflected in the Register as theAfricaPalladium Debenture Holder in respect of such Dematerialised Debentures,notwithstanding such transfers.

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The Company gives the undertakings set out in this Condition 6 in favour of the AfricaPalladiumDebenture Holders and the AfricaPalladium Security Trust for so long as there are anyAfricaPalladium Debentures in issue.


The Company shall:


(b) obtain, comply with the terms of and do all that is necessary to maintain in full force andeffect all authorisations, approvals, licences and consents required by all Applicable Lawsto enable the Company to lawfully enter into and perform its obligations under theAfricaPalladium Debenture Conditions and each of the Transaction Documents to whichit is a party and to conduct the Company's Business.


The Company shall:

(a) take such steps as are reasonable to enforce its rights under the AfricaPalladiumDebentures and all other agreements (including the Transaction Documents) to which it isa party; and

(b) comply with, perform and observe all of its obligations under the AfricaPalladiumDebentures and all other agreements (including the Transaction Documents) to which it isa party.


The Company shall:



6.4 Taxation

The Company shall:




The Company shall use all reasonable efforts to obtain and maintain a listing of theAfricaPalladium Debentures on the JSE. If, however, it is unable to do so (having used suchreasonable endeavours) or if the maintenance of such listing is found to be unduly onerous to theCompany, and the Company is satisfied that the interests of AfricaPalladium Debenture Holders

134

would not thereby be materially prejudiced, the Company shall instead use all reasonableendeavours to promptly obtain and thereafter maintain a listing of the AfricaPalladiumDebentures on such other stock exchange/s as it may reasonably determine. Any de-listing of theAfricaPalladium Debentures from the JSE will be subject to the provisions of the JSE ListingsRequirements.


The Company shall supply such information as it is required by Applicable Laws (including theJSE Listings Requirements) and distribute same to its shareholder, the AfricaPalladium DebentureHolders and the AfricaPalladium Security Trust from time to time.

6.7 Palladium

The Company shall:

(a) ensure that as far as possible it only acquires or accepts Locally Sourced Palladium andstores the Palladium with the Custodian in the form of London Good Delivery PalladiumBars;

(b) subject to Condition 6.7(c), ensure that all Palladium of the Company is held in asegregated Allocated Account of the Company with the Custodian;

(c) save as described in the Prospectus, ensure that no more than 400 troy ounces ofPalladium are at any time deposited in the Unallocated Account of the Company with theCustodian; and

(d) only dispose of Palladium standing to the credit of its Unallocated Account for thepurpose of meeting its statutory costs and operating fees and expenses or where thequantity of Palladium to be disposed of pursuant to a redemption of any AfricaPalladiumDebentures in accordance with the provisions of these AfricaPalladium DebentureConditions is not exactly equal to a multiple of whole London Good Delivery PalladiumBars.


The Company shall promptly inform the AfricaPalladium Debenture Holders and theAfricaPalladium Security Trust, in accordance with the provisions of Condition 7.3, of theoccurrence of an Event of Default.




The Company shall utilise the proceeds derived from the issue of the AfricaPalladium Debenturesto acquire Palladium, which is to be retained and used by the Company on the basis more fullydescribed in this Prospectus. For purposes of the Commercial Paper Regulations it is recordedthat the “Ultimate Borrower”, as defined in the Commercial Paper Regulations, of the netproceeds from the AfricaPalladium Debentures will be the Company.

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6.11 Further Issues

The Company shall not issue any further AfricaPalladium Debentures unless, as at the datethereof, the Conditions to Issue have been fulfilled.





6.14 Indebtedness


6.15 Other





(d) consent to any variation or waiver of the terms of any of the AfricaPalladium DebentureConditions and/or Transaction Documents other than in accordance with the DebentureConditions, or


unless prior approval of the AfricaPalladium Debenture Holders by way of an ExtraordinaryResolution is obtained.

7. Redemption


(a) The Company may redeem all, but not some only, of the AfricaPalladium Debentures infull (but not in part) at their Redemption Value as at the date thereof, having given not

7.C.2(g)

136

less than 30 (thirty) and not more than 90 (ninety) Business Days' written notice to theAfricaPalladium Debenture Holders (which notice shall be irrevocable) if:



(A) the Company is or would be required to deduct or withhold from anypayments on the AfricaPalladium Debentures any amounts as provided orreferred to in Condition 14, and such requirement cannot be avoided bythe Company taking reasonable measures available to it;

(B) there is otherwise a change to the Tax Structure of the Palladium ETFfrom that existing as at the date of the Prospectus which would result inan increased Tax burden for the Company and such increased Tax burdencannot be avoided through reasonable measures available to theCompany; or

(iii) the appointment of the Custodian is terminated and the Company is unable to finda suitable replacement custodian to hold its physical Palladium on commerciallyreasonable terms; or

(iv) at any time after the first anniversary of the first Issue Date of theAfricaPalladium Debentures, the NAV of the Palladium ETF is less thanZAR500 000 000; or

(v) the AfricaPalladium Debentures are delisted from the JSE and are not listed onany Other Exchange.

(b) The Company may redeem all, but not some only, of the AfricaPalladium Debentures infull (but not in part) held by a specific AfricaPalladium Debenture Holder (as opposed toall of the AfricaPalladium Debenture Holders) at their Redemption Value as at the datethereof, having given not less than 10 (ten) and not more than 90 (ninety) Business Days'written notice to the relevant AfricaPalladium Debenture Holder (which notice shall beirrevocable) if the Company is reasonably of the view that the continued holding by suchAfricaPalladium Debenture Holder of AfricaPalladium Debentures may result in theCompany falling foul of the provisions of FICA, or any other Applicable Law.

7.2 Optional Redemption at the instance of AfricaPalladium Debenture Holder

An AfricaPalladium Debenture Holder may redeem all or some of the AfricaPalladiumDebentures held by him in full (but not in part) at their Redemption Value as at the date thereof,having given not less than 5 (five) Trading Days' notice to the Company (which notice shall beirrevocable) if, as at the date thereof, the Conditions to Redemption have been met.


(a) Upon the occurrence of an Event of Default, the Company shall promptly advise theAfricaPalladium Debenture Holders and the AfricaPalladium Security Trust of theoccurrence of such event.

137

(b) Upon the occurrence of an Event of Default, the AfricaPalladium Security Trust may inits discretion and shall if so directed by a Extraordinary Resolution of AfricaPalladiumDebenture Holdersdeliver an Enforcement Notice to the Company stating that allAfricaPalladium Debentures are immediately to be redeemed, whereupon the Companyshall be obliged to redeem all the AfricaPalladium Debentures at their Redemption Valueat the date of the occurrence of such Event of Default in accordance with the Priority ofPayments.

(c) Upon receipt of any monies by the AfricaPalladium Security Trust, the AfricaPalladiumSecurity Trust shall be obliged to apply such monies in accordance with the Priority ofPayments.

(d) Upon the occurrence of an Event of Default, no AfricaPalladium Debenture Holder shallbe entitled to enforce its rights under the AfricaPalladium Debentures against theCompany or to take any action or institute any proceedings against the Company underthe AfricaPalladium Debentures (whether to recover any amount payable by theCompany under the AfricaPalladium Debentures or otherwise) but all such rights shallvest in the AfricaPalladium Security Trust. Should the AfricaPalladium Security Trust besequestrated or wound up or should the Guarantee issued by the AfricaPalladium SecurityTrust and the Indemnity granted in favour of the AfricaPalladium Security Trust be orbecome unenforceable, then the AfricaPalladium Debenture Holders shall themselves beentitled to enforce their rights under the AfricaPalladium Debentures and to take actionand institute proceedings directly against the Company should an Event of Default occuror should the AfricaPalladium Debentures otherwise become redeemable in terms ofCondition 7.

(e) The AfricaPalladium Security Trust shall not be required to take any steps to ascertainwhether any Event of Default shall have occurred and until the AfricaPalladium SecurityTrust has actual knowledge or has been served with express notice thereof it shall beentitled to assume that no such Event of Default has taken place.


(a) All AfricaPalladium Debentures will be redeemed at their Redemption Value as at theRedemption Date thereof, in accordance with Condition 9. The Redemption Value willbe calculated having regard to the Sale Proceeds realised (in the event where a DeliveryOption is not exercised) or the Sale Proceeds that would have been realised at the LondonAM Fix Price (in the event of an exercise of a Delivery Option) from the sale by theAuthorised Participant of the Reference Quantity of Palladium on the Redemption Date ofsuch AfricaPalladium Debentures. This Reference Quantity will be less than the InitialQuantity as it will take into account the Monthly Charge for the relevant ETF. Fractionsof a fine ounce of Palladium included in the Block Commodity Amount smaller than0.001 of a fine ounce are disregarded. Any discount or premium to the London AM FixPrice which is incurred or realised by the Company will be passed on to the relevantAfricaPalladium Debenture Holder, in the event that a Delivery Option is not exercised.All Sale Proceeds will be converted into and paid in Rand at the Rand/US Dollarexchange rate quoted by SBSA at 09h00 on the relevant Redemption Date.

(b) An AfricaPalladium Debenture Holder may, provided that the Conditions to Redemptionare met, require the Company to redeem 1 (one) or more Blocks of AfricaPalladiumDebentures at any time in accordance with Condition 7.2 by delivering to the Transfer

138

Agent either directly, or through its Authorised Participant, CSDP or broker of theParticipating Broker, a Redemption Notice indicating the number of Blocks ofDebentures that are to be redeemed and the date on which such redemption is to takeplace. A message will then be forwarded from the AfricaPalladium Debenture Holder'sCSDP to the Fund Administrator and the Company's CSDP. Delivery messages receivedby the Company's CSDP prior to 09h00 on any Trading Day will, if accepted, be deemedto have been received and dealt with on that Trading Day. If the delivery message isreceived by the Company's CSDP after the 09h00 deadline for the relevant Trading Day,the delivery message will automatically be dealt with and be deemed to have beenreceived on the next Trading Day.

(c) If a delivery message is accepted, the relevant AfricaPalladium Debenture Holder willreceive confirmation of such acceptance from its broker or CSDP before close of businesson the Trading Day on which the Company's CSDP received the delivery notice. Inaddition, the AfricaPalladium Debenture Holder shall receive confirmation of the LondonAM Fix Price used in calculating the Redemption Value, the actual Redemption Value tobe paid and the Redemption Fee and costs (all of which shall be for the account of theAfricaPalladium Debenture Holder), together with details of the bank account into whichsuch payment shall be made.

(d) Payments in respect of the redemption of AfricaPalladium Debentures shall be made inaccordance with Condition 12 and the Applicable Procedures relating to the redemptionof debt securities.

(e) Should any AfricaPalladium Debenture be a Certificated Debenture, the relevantAfricaPalladium Debenture Holder shall, prior to the redemption of such Debenture,surrender the certificate in respect of such Certificated Debenture so held by him to theTransfer Agent at least 5 (five) Business Days prior to the Redemption Date in respectthereof to allow for such Certificated Debenture to be Dematerialised prior to redemption.

7.5 Cancellation

All AfricaPalladium Debentures which are redeemed by the Company and submitted forcancellation shall forthwith be cancelled. All AfricaPalladium Debentures so cancelled shall beheld by the Transfer Agent and cannot be re-issued or resold.

8. Delivery Option

8.1 Option Notice

(a) Any AfricaPalladium Debenture Holder who is a Qualifying Debenture Holder shall havethe right and option, exercisable contemporaneously with the delivery to the relevantQualifying Debenture Holder's broker or CSDP of a notification that such QualifyingDebenture Holder wishes to redeem 1 (one) or more Blocks of AfricaPalladiumDebentures held by him, to deliver a written notification (Option Notice) to the Managerstating that the relevant Qualifying Debenture Holder requires the Company to sell to therelevant Qualifying Debenture Holder a quantity of Palladium equal to the ReferenceQuantity of Palladium of the AfricaPalladium Debentures so to be redeemed.


139


(ii) will have the relevant Sale Commodity transferred to its Nominated Account onthe Delivery Date by the Company instructing the Custodian to credit the SaleCommodity to the Nominated Account of the relevant Qualifying DebentureHolder; and


(a) The Option Notice shall include:

(i) a description of the AfricaPalladium Debentures which are to be redeemed by therelevant Qualifying Debenture Holder;

(ii) the details of the Nominated Account of the relevant Qualifying DebentureHolder into which the relevant Sale Commodity is to be delivered; and

(iii) confirmation of the fact that the relevant Qualifying Debenture Holder is in fact aQualifying Debenture Holder, accompanied by certified true copies of all relevantlicences, consents, exemptions and the like.


Should a Qualified Debenture Holder exercise the Delivery Option and deliver an Option Noticeto the Fund Administrator in accordance with Condition 8.1, the relevant Qualifying DebentureHolder and the Company shall be deemed to have entered into a sale agreement, being aCommodity Sale Agreement, on the following terms and conditions:

(a) the Company shall sell the relevant Sale Commodity (comprising Palladium) to therelevant Qualifying Debenture Holder (Purchaser) and the Purchaser shall purchase thePalladium from the Company on and with effect from the Redemption Date of therelevant AfricaPalladium Debentures redeemed by the Purchaser (Sale Date) as a singleindivisible transaction;

(b) the purchase price of the Sale Commodity (Purchase Price) payable by the Purchaser tothe Company shall be an amount equal to the Redemption Value of the relevantAfricaPalladium Debentures redeemed by the Purchaser (Relevant Debentures), plusany VAT payable on the sale and purchase of the Sale Commodity, net of the RedemptionFee payable by the Purchaser in respect of the Relevant Debentures;


(d) the Purchaser shall, prior to the Sale Date, deliver to its broker or CSDP an irrevocableinstruction in terms of which the Purchaser instructs the broker or CSDP to redeem theRelevant Debentures upon acknowledgement by the Company of set-off of theRedemption Value of such Relevant Debentures against the Purchase Price for the SaleCommodity. To the extent that the Purchaser fails to deliver such notice to its broker or

140

CSDP prior to the Sale Date, the Purchaser hereby irrevocably and unconditionallyauthorises the Company to deliver such notice on the Purchaser's behalf;

(e) to the extent any of the Relevant Debentures are Certificated Debentures, no notice of thenature referred to in Condition 8.2(d) in respect of that Certificated Debenture shall begiven, but instead the Purchaser shall, and hereby does, instruct the Company to apply theRedemption Value of the Relevant Debentures that are Certificated Debentures thatwould be payable by the Company to the Purchaser against the obligations of thePurchaser to pay the Purchase Price to the Company;


(i) the Company of its obligation to pay to the Purchaser the Redemption Value inrespect of the Relevant Debentures; and










141



(iii) it has:




(iv) the obligations expressed to be assumed by it under the Commodity SaleAgreement are legal and valid and are binding on, and enforceable against it;

(v) the entry into the Commodity Sale Agreement and/or the performance of itsobligations under the Commodity Sale Agreement does not and will not:




(vi) all authorisations, consents, approvals, resolutions, licences, exemptions, filingsand registrations which are required, necessary or desirable under all ApplicableLaws:



have been obtained or effected and are, and will for the duration of theCommodity Sale Agreement remain, in full force and effect;



142




(p) all provisions of the Commodity Sale Agreement are, notwithstanding the manner inwhich they have been grouped together or linked grammatically, severable from eachother. Any provision of the Commodity Sale Agreement which is or becomesunenforceable, whether due to voidness, invalidity, illegality, unlawfulness or for anyother reason whatever, shall, only to the extent that it is so unenforceable, be treated aspro non scripto and the remaining provisions of the Commodity Sale Agreement shallremain of full force and effect. The Purchaser and the Company declare that it is theirintention that the Commodity Sale Agreement would be executed without suchunenforceable provision if they were aware of such unenforceability at the time ofexecution hereof;









(ii) in payment of all fees and expenses payable by the Company which areattributable to, or allocated by the Manager (on the basis set out in theManagement Agreement) to, the Palladium ETF; and

143

(c) third, after delivery of an Enforcement Notice, in payment of all amounts payable by theCompany under and in terms of Indemntity granted in favour of the AfricaPalladiumSecurity Trust and the Security granted in respect thereof in terms of the relevant SecurityAgreement; and

(d) fourth pari passu and pro rata in payment of the Redemption Value payable in terms ofany of the AfricaPalladium Debentures to be redeemed as at any point in time.


10.1 Subject to Condition 10.2, the rights of the creditors of the Company, including AfricaPalladiumDebenture Holders, bound in terms of the Priority of Payments will be limited to the extent that:

(a) such creditors shall not institute, or join with any person in instituting, any proceedingsfor the Company to be wound-up, liquidated or placed under supervision, or for theappointment of a liquidator, business rescue practitioner or similar officer of theCompany or of any or all of the Company’s assets, until 1 (one) year after theAfricaPalladium Security Trust informs AfricaPalladium Debenture Holders that theCompany has no further assets available for payment of any sums still outstanding andowing by the Company under the AfricaPalladium Debentures;



(iii) the indebtedness of the Company to such creditor; and

(iv) the aggregate of the actual amount available for distribution by the Company tosuch creditor (or the AfricaPalladium Security Trust on behalf of the Company)in accordance with the Priority of Payments,


(d) such creditors shall not be entitled to take any action or proceedings against the Issuer torecover any amounts payable by the Company to them except under the Guarantee issuedby the AfricaPalladium Security Trust, provided that if the AfricaPalladium SecurityTrust is sequestrated or wound-up, or should the Guarantee issued by the AfricaPalladiumSecurity Trust and/or the Indemnity granted in favour of the AfricaPalladium SecurityTrust be or become unenforceable, then such creditors shall be entitled to take actionthemselves to enforce their claims directly against the Company should an Event ofDefault occur; and



144

(a) the exercise of any right or power by the AfricaPalladium Security Trust under theAfricaPalladium Security Trust 's Security and/or the Indemnity;

(b) the entitlement of the AfricaPalladium Security Trust to:

(i) institute, or join with any person in instituting, any proceedings for the Companyto be wound-up, liquidated or placed under supervision, or for the appointment ofa liquidator, business rescue practitioner or similar officer of the Company or ofany or all of the Company’s assets or revenues, in the event that theAfricaPalladium Security Trust is unable (whether due to practical or legalimpediments which, in the reasonable opinion of the AfricaPalladium SecurityTrust are not of a temporary nature) to enforce the AfricaPalladium Security Trust's Security; and/or


in accordance with the provisions of the Transaction Documents.

10.3 In the event that the AfricaPalladium Security Trust fails, for whatever reason, to make a claim inthe winding-up, liquidation or supervision or business rescue proceedings of the Companypursuant to the Indemnity at least 10 (ten) Business Days prior to the first meeting of creditors, orshould the liquidator or business rescue practitioner not accept a claim tendered for proof by theAfricaPalladium Security Trust pursuant to the Indemnity, then, in order to ensure the fulfilmentof the provisions regarding the Priority of Payments, the creditors of the Company, including theAfricaPalladium Debenture Holders, bound in terms of the Priority of Payments shall be entitledto lodge such claims themselves, but:

(a) any claim made or proved by such a creditor in the winding-up, liquidation or supervisionor business rescue proceedings in respect of amounts owing to it by the Companyshall besubject to the condition that no amount shall be paid in respect thereof to the extent thatthe effect of such payment would be that the amount payable to those creditors who havealso so claimed and that rank prior to it in terms of the Priority of Payments would bereduced; and

(b) if the liquidator or business rescue practitioner refuses to accept claims proved subject tothe condition contained in Condition10.3(a), then each such creditor shall be obliged towaive so much of its claim in respect of its subordinated debt as would enable suchcreditors that rank prior to it in the Priority of Payments to receive payment of theirclaims in full.

10.4 To the extent that any creditor of the Company bound to the Priority of Payments receives orrecovers any amount other than in accordance with the Priority of Payments in respect of sumsdue to it by the Company and/or the AfricaPalladium Security Trust (whether by set-off orotherwise), such creditor is obliged to pay such amount prior to the occurrence of an Event ofDefault, to the Company and subsequent to the occurrence of an Event of Default, to theAfricaPalladium Security Trust, which in each case shall pay over such monies, mutatis mutandis,in accordance with the relevant Priority of Payments.

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All notifications, opinions, determinations, certificates, calculations, quotations and decisionsgiven, expressed, made or obtained for the purpose of these AfricaPalladium DebentureConditions, whether by the Fund Administrator or otherwise, shall (in the absence of wilfuldefault, negligence, bad faith or manifest error) be binding on the Company and theAfricaPalladium Debenture Holders and (in such absence as aforesaid) no liability to theAfricaPalladium Debenture Holders shall attach to the Company or the Fund Administrator inconnection with the exercise or non-exercise by them of their powers, duties and discretionsunder this Condition 11.

12. Payment

12.1 The Redemption Value in relation to each AfricaPalladium Debenture shall, in all instances wherea Delivery Option has not been exercised, be paid by the Company in Rand in accordance withthis Condition 12. Where a Qualifying Debenture Holder exercises a Delivery Option, paymentof the Redemption Value shall be set-off against the Purchase Price of the Sale Commodity inaccordance with Condition 8.

12.2 All monies payable on or in respect of each AfricaPalladium Debenture shall be paid byelectronic funds transfer to the account in South Africa of the relevant AfricaPalladium DebentureHolder as set forth in the Register at 17h00 on the Business Day preceding the relevantRedemption Date or, in the case of joint AfricaPalladium Debenture Holders, the account of thatone of them who is first named in the Register in respect of that AfricaPalladium Debenture,provided that no payment in respect of the redemption of such AfricaPalladium Debenture shall,in the case of Certificated Debenture, be made by the Company until 3 (three) Business Daysafter the date on which the certificates in respect of such Certificated Debenture to be redeemedhas been surrendered to the Transfer Agent.

12.3 If the Company is prevented or restricted directly or indirectly from making any payment byelectronic funds transfer in accordance with Condition 12.2 (whether by reason of strike, lockout,fire, explosion, floods, riot, war, accident, force majeure, embargo, legislation, shortage of orbreakdown in facilities, civil commotion, unrest or disturbances, cessation of labour, governmentinterference or control or any other cause or contingency beyond the control of the Company), theCompany shall give notice to the AfricaPalladium Debenture Holders within 3 (three) BusinessDays of such inability arising. The Company will continue to attempt to make electronic fundstransfer to the account in South Africa until such time as that the payment has been successful.Should the Company remain unsuccessful in making payment for 15 (fifteen) continuousBusiness Days, the Company will contact the relevant AfricaPalladium Debenture Holder or itsCSPD and make such acceptable alternative payment arrangements deemed appropriate at thetime. During the time that the Company has not been able to affect payment, it shall not incur anyliability to the relevant AfricaPalladium Debenture Holder.

12.4 If several persons are entered into the Register as joint AfricaPalladium Debenture Holders then,payment to any one of them of any monies payable on or in respect of the AfricaPalladiumDebentures shall be an effective and complete discharge by the Company of the amount so paid,notwithstanding any notice (express or otherwise) which the Company may have of the right,title, interest or claim of any other person to or in any AfricaPalladium Debenture or interesttherein.

12.5 Payments in respect of Dematerialised Debentures will be made in accordance with theApplicable Procedures. The Company shall have no responsibility and shall not incur anyliability in any respect for the records relating to, or payments made on account of Dematerialised

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Debentures, or for the maintaining, supervising or reviewing any records relating to suchDematerialised Debentures.

12.6 Any monies payable by the Company in respect of an AfricaPalladium Debenture which areunclaimed by the relevant AfricaPalladium Debenture Holder for any reason whatsoever,including, without limiting the generality of the aforegoing, by reason of a failure on the part ofthe relevant AfricaPalladium Debenture Holder to submit its bank account details to the TransferAgent or a failure to submit the correct bank account details to the Transfer Agent for entry intothe Register, for a period of 3 (three) years after the relevant Payment Date of the monies inquestion shall:

(a) be paid over to the Guardian's Fund for and on behalf of the relevant AfricaPalladiumDebenture Holder; and


and such payment by the Company to the Guardian's Fund shall be a complete discharge by theCompany of its relevant payment obligations under the AfricaPalladium Debenture in question.



Each AfricaPalladium Debenture Holder, by subscribing for or acquiring an AfricaPalladiumDebenture, acknowledges and agrees that:

(a) the value of each AfricaPalladium Debenture is linked to the Reference Quantity ofPalladium from time to time;

(b) the Company will from time to time issue Debentures which are linked to or referenceCommodities other than Palladium;

(c) on the winding-up or liquidation of the Company for any reason, any claim that suchAfricaPalladium Debenture Holder may have as a creditor of the Company to be paid outof the proceeds of the realisation of the assets of the Company on such winding-up orliquidation shall be limited to a claim to be paid out of the proceeds of the realisation ofthe Company's Palladium only and not any other Commodity that may be held by theCompany. Each AfricaPalladium Debenture Holder accordingly waives any right it mayotherwise have to be paid out of the proceeds of the realisation of any Commodity held bythe Company other than Palladium on any winding-up or liquidation of the Company.

Notwithstanding the provisions of this Condition 13, each AfricaPalladium Debenture Holderacknowledges and agrees that it shall have no ownership right or beneficial interest in and to anyPalladium held by the Company from time to time.

14. Taxation

As at the date of issue of the Prospectus, all payments in respect of the AfricaPalladiumDebentures will be made without withholding or deduction for or on account of any present orfuture Taxes imposed or levied by or on behalf of South Africa or any political subdivision or anyauthority thereof or therein having power to tax, unless such withholding or deduction is requiredby Applicable Law. In that event, the Company shall make such payments after such withholdingor deduction has been made (where applicable) and shall account to the relevant authorities for

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the amount so required to be withheld or deducted. The Company shall not be obliged to makeany additional payments to AfricaPalladium Debenture Holders in respect of such withholding ordeduction.

15. Prescription

An AfricaPalladium Debenture will become void unless presented for payment within a period of3 (three) years after its Redemption Date.


16.1 The AfricaPalladium Debentures will initially be issued in the form of Dematerialised Debenturesin the Central Securities Depository.

16.2 The AfricaPalladium Debenture Holder of Dematerialised Debentures may, in terms of theApplicable Procedures and through its nominated CSDP or broker, direct a written request to theTransfer Agent for a certificate representing the number of AfricaPalladium Debentures to bedelivered by the Transfer Agent in exchange for such Dematerialised Debentures. The TransferAgent shall deliver such certificate upon such written request no later than 14 (fourteen) daysafter receiving the written request of such AfricaPalladium Debenture Holder in accordance withthe Applicable Procedures, provided that joint holders of Dematerialised Debentures shall beentitled to receive only one certificate in respect of that joint holding and delivery to one of thosejoint holders shall be delivery to all of them.

16.3 The holder of Dematerialised Debentures shall be obliged, if requested upon written notice of notless than 5 (five) Business Days by the Company to do so, to exchange such DematerialisedDebentures for Certificated Debentures (or such number of Certificated Debentures as suchAfricaPalladium Debenture Holder may request in writing), in accordance with the ApplicableProcedures if:





16.4 A person holding a Dematerialised Debenture may, in terms of the Applicable Procedures andthrough its nominated CSDP, direct a written request to the Transfer Agent for a certificaterepresenting the number of Certificated Debentures to be delivered by the Transfer Agent inexchange for such Dematerialised Debentures. The Transfer Agent shall deliver such certificatesupon such written request no later than 10 (ten) Business Days (or in the case of anAfricaPalladium Debenture Holder resident outside of South Africa, 20 (twenty) Business Days)after receiving the written request of the holder of such Dematerialised Debentures in accordance

7.C.2(h)

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with the Applicable Procedures. Upon issue of such certificate, the Company shall notify theCentral Securities Depository that the AfricaPalladium Debentures are no longer held inDematerialised form. Joint holders of Dematerialised Debentures shall be entitled to receive only1 (one) certificate in respect of that joint holding and delivery to 1 (one) of those joint holdersshall be delivery to all of them.

16.5 The Company may charge an AfricaPalladium Debenture Holder a reasonable fee to cover theactual costs of issuing a certificate. Separate costs and expenses relating to the provision ofcertificates and/or the transfer of AfricaPalladium Debentures may be levied by other persons,such as a CSDP and Strate Limited, under the Applicable Procedures and such costs and expensesshall not be borne by the Company. The costs and expenses of delivery of certificates by otherthan ordinary post (if any) and, if the Company shall so require, Taxes or governmental chargesor insurance charges that may be imposed in relation to such mode of delivery shall be borne bythe AfricaPalladium Debenture Holder. At the request of an AfricaPlatinum Debenture Holder,the Company shall advise such AfricaPlatinum Debenture Holder of all the abovementiond costsat the time.

16.6 Certificates may be collected by the relevant AfricaPalladium Debenture Holder from theTransfer Agent or, the request of the AfricaPalladium Debenture Holders, sent by post, providedthat neither the Company nor its agents shall be liable for any loss in transit and the postalauthorities shall be deemed to be the agent of the AfricaPalladium Debenture Holder for thepurpose of any certificate posted in terms of this Condition 16.


16.8 Any person becoming entitled to Certificated Debentures in consequence of the death orinsolvency of the relevant AfricaPalladium Debenture Holder may, upon producing evidence tothe satisfaction of the Company and the Transfer Agent that he holds the position in respect ofwhich he proposes to act under this Condition 16 or of his title, require the Company and theTransfer Agent to register such person as the holder of such AfricaPalladium Debentures or,subject to the requirements of this Condition 16, to transfer such AfricaPalladium Debentures tosuch person.


17.1 Dematerialised Debentures may be transferred in terms of the Applicable Procedures in theCentral Securities Depository's System. In order for any transfer of AfricaPalladium Debenturesevidenced by a certificate to be effected through the Register and for the transfer to be recognisedby the Company, each transfer of an AfricaPalladium Debenture:


(b) must be signed by the relevant AfricaPalladium Debenture Holder and the transferee, orany authorised representatives of that registered AfricaPalladium Debenture Holderand/or transferee; and

(c) must be made by way of the delivery of the Transfer Form to the Transfer Agent togetherwith the certificate in question for cancellation or, if only part of the AfricaPalladiumDebentures represented by a certificate is transferred, a new certificate for the balance

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will be delivered to the original AfricaPalladium Debenture Holder and the cancelledcertificate will be retained by the Transfer Agent.

17.2 The transferor of any AfricaPalladium Debentures represented by a certificate shall be deemed toremain the owner thereof until the transferee is registered in the Register as the holder thereof.

17.3 All authorities to sign transfer deeds granted by AfricaPalladium Debenture Holders for purposesof transferring AfricaPalladium Debentures which may be lodged, produced or exhibited with orto the Company at any time at its registered office shall, as between the Company and the grantorof such authority be taken and be deemed to continue to remain in full force and effect, and theCompany may allow same to be acted upon until such time as express notice in writing of therevocation of same shall have been given and lodged at the registered office of the Company atwhich the original authority was lodged, produced or exhibited (as the case may be).





18. Register

18.1 The Register shall be kept at the offices of the Transfer Agent. The Register shall contain thename, address and bank account details of the registered AfricaPalladium Debenture Holders.The Register shall show the date of such issue and the date upon which the AfricaPalladiumDebenture Holder became registered as such. The Register shall reflect whether theAfricaPalladium Debentures are Dematerialised Debentures or Certificated Debentures and, inrespect of Certificated Debentures, the Register shall show the serial numbers of certificatesissued.

18.2 The Register shall be open for inspection during the normal business hours of the Transfer Agentto any AfricaPalladium Debenture Holder or any person authorised in writing by anyAfricaPalladium Debenture Holder.


18.4 The Transfer Agent shall alter the Register in respect of any change of name, address or bankaccount number of any of the AfricaPalladium Debenture Holders of which it is notified inaccordance with these AfricaPalladium Debenture Conditions.


19.1 The JSE has granted a listing of the AfricaPalladium Debentures on the "Exchange TradedFunds" sector of the JSE lists with effect from 20 March 2014.

19.2 Provided that the Board is satisfied that AfricaPalladium Debenture Holders would not bematerially prejudiced thereby, the Company shall be entitled to procure additional listings of

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AfricaPalladium Debentures on such Other Exchanges as the Company in its discretiondetermines.


20. Notices

20.1 For so long as the AfricaPalladium Debentures are held in their entirety by the Central SecuritiesDepository, there may be substituted for publication as contemplated in Condition 20.2 thedelivery of the relevant notice to Central Securities Depository, the settlement agents and the JSEfor communication by them to the holders of Dematerialised Debentures.

20.2 Should any of the AfricaPalladium Debentures be held in the form of Certificated Debentures, allnotices (including all demands or requests under these AfricaPalladium Debenture Conditions) tothe AfricaPalladium Debenture Holders will be valid if:


(b) for so long as any of the AfricaPalladium Debentures are listed on the JSE, published in adaily newspaper of general circulation in Johannesburg.


20.3 Notices (including all demands or requests under these AfricaPalladium Debenture Conditions) tobe given by any AfricaPalladium Debenture Holder shall be in writing and given by deliveringthe notice, together with a certified copy of the relevant certificate, to the Company at itsregistered office. For so long as all of the AfricaPalladium Debentures are Dematerialised, noticemay be given by any AfricaPalladium Debenture Holder holding a Dematerialised Debenture tothe Company through the AfricaPalladium Debenture Holder's relevant CSDP in accordance withthe Applicable Procedures and in such manner as the Company and the relevant CSDP mayapprove for this purpose.

20.4 Any notice to the Company shall be deemed to have been received by the Company, on the 2nd(second) Business Day after being hand delivered to the registered office of the Company or onthe 7th (seventh) day after the day on which it is mailed by registered post to the registered officeof the Company (as the case may be), provided that any notice mailed from an address outsideSouth Africa shall be deemed to have been received by the Company on the 14th (fourteenth) dayafter the date in which it was mailed.


No amendment to these AfricaPalladium Debenture Conditions shall be made unless:

21.1 the AfricaPalladium Debenture Holders have consented to such amendment by an ExtraordinaryResolution to that effect; and


7.A.7

151

22. Meetings of AfricaPalladium Debenture Holders


(a) The Company or the AfricaPalladium Security Trust may at any time convene a meetingof AfricaPalladium Debenture Holders (meeting).

(b) The AfricaPalladium Security Trust shall convene a meeting upon the requisition inwriting of AfricaPalladium Debenture Holders holding AfricaPalladium Debenturesreferencing at least one-tenth of the aggregate quantity of the Palladium held by theCompany as at such point in time, upon and being given notice of the nature of thebusiness for which the meeting is to be held.

(c) Should the Company at any time wish to convene a meeting, it shall give written notice tothe AfricaPalladium Security Trust and the AfricaPalladium Debenture Holders of theplace, day and hour of the meeting and of the nature of the business to be transacted at themeeting.

(d) Should the AfricaPalladium Security Trust wish to convene a meeting, it shall givewritten notice to the Company and the AfricaPalladium Debenture Holders of the place,day and hour of the meeting and of the nature of the business to be transacted at themeeting.

(e) All meetings of AfricaPalladium Debenture Holders shall be held in Johannesburg.

22.2 Requisition


(b) The Fund Administrator shall notify the Company and the AfricaPalladium Security Trustof the deposit of a requisition notice forthwith.



If the AfricaPalladium Security Trust does not proceed to cause a meeting to be held within 30(thirty) Business Days of the deposit of a requisition notice, requisitionists who together holdAfricaPalladium Debentures referencing not less than 10% of the aggregate quantity of Palladiumheld by the Company as at such point in time, may themselves convene the meeting, but themeeting so convened shall be held within 90 (ninety) Business Days from the date of such depositand shall be convened as nearly as possible in the same manner as that in which meetings may beconvened by the AfricaPalladium Security Trust. Notice of the meeting shall be required to begiven to the Company and the AfricaPalladium Security Trust.


(a) Unless AfricaPalladium Debenture Holders holding AfricaPalladium Debenturesreferencing at least 70% of the aggregate quantity of Palladium held by the Company asat such point in time agree in writing to a shorter period, at least 21 (twenty-one) days'written notice specifying the place, day and time of the meeting and the nature of thebusiness for which the meeting is to be held shall be given by the AfricaPalladium

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Security Trust or the Company, as the case may be, to each AfricaPalladium DebentureHolder.

(b) The accidental omission to give such notice to any AfricaPalladium Debenture Holder, orthe non-receipt of any such notice, shall not invalidate the proceedings at a meeting.

22.5 Quorum


(i) for the purposes of considering a resolution other than one requiring anExtraordinary Resolution, consist of AfricaPalladium Debenture Holders presentin person or by Proxy and holding AfricaPalladium Debentures referencing inaggregate not less than one third of the aggregate quantity of Palladium held bythe Company as at such point in time;

(ii) for the purposes of considering an Extraordinary Resolution, consist ofAfricaPalladium Debenture Holders present in person or by Proxy and holdingAfricaPalladium Debentures referencing in aggregate not less than a clearmajority of the aggregate quantity of Palladium held by the Company as at suchpoint in time.

(b) No business shall be transacted at a meeting of the AfricaPalladium Debenture Holdersunless a quorum is present at the time when the meeting commences.

(c) If, within 15 (fifteen) minutes from the time appointed for the meeting, a quorum is notpresent, the meeting shall, if it was convened on the requisition of AfricaPalladiumDebenture Holders, be dissolved. In every other case the meeting shall stand adjourned tothe same day in the third week thereafter, at the same time and place, or if that day is nota Business Day, the next succeeding Business Day, in which event, notice of theadjourned meeting shall be sent to every AfricaPalladium Debenture Holder. If a quorum(as referred to in Condition22.5(a)) is not present at the adjourned meeting, theAfricaPalladium Debenture Holders then present in person or by Proxy will form aquorum for purposes of considering any resolution, including and ExtraordinaryResolution.

22.6 Chairperson

The AfricaPalladium Security Trust or its duly authorised representative shall preside aschairperson at a meeting. If the AfricaPalladium Security Trust or its duly authorisedrepresentative is not present within 10 (ten) minutes of the time appointed for the holding of themeeting, the AfricaPalladium Debenture Holders then present shall choose one of their ownnumber to preside as chairperson.

22.7 Adjournment



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(c) At least 14 (fourteen) days' written notice of the place, day and time of an adjournedmeeting shall be given by the Company or the AfricaPalladium Security Trust (as the casemay be) to each AfricaPalladium Debenture Holder and the Company or theAfricaPalladium Security Trust (as the case may be). In the case of a meeting adjournedin terms of Condition 22.7(a), the notice shall state that the AfricaPalladium DebentureHolders present in person or by Proxy at the adjourned meeting will constitute a quorumfor purposes of considering any resolution.


(a) At a meeting, a resolution put to the vote shall be decided on a show of hands unless,before or on the declaration of the result of the show of hands, a poll is demanded by thechairperson or by any one of the AfricaPalladium Debenture Holders present in person orby Proxy.




22.9 Votes

(a) On a show of hands every AfricaPalladium Debenture Holder present in person shall have1 (one) vote.

(b) On a poll every AfricaPalladium Debenture Holder, present in person or by Proxy, shallhave 1 (one) vote for each Debenture held by it.

(c) The joint holders of AfricaPalladium Debentures shall have only 1 (one) vote on a showof hands and only 1 (one) vote in respect of the AfricaPalladium Debentures of whichthey are the registered holder and the vote may be exercised only by the holder whosename appears first in the Register in the event that more than one of such joint holders ispresent at the meeting in person or by Proxy.

(d) The AfricaPalladium Debenture Holder in respect of Dematerialised Debentures shallvote at any such meeting on behalf of the beneficial holders of such DematerialisedDebentures in accordance with the instructions to the Central Securities Depository fromthe holders of Dematerialised Debentures in accordance with the Applicable Procedures.



(b) A person appointed to act as Proxy need not be an AfricaPalladium Debenture Holder.

7.A.6(b)

154




(f) A vote given in accordance with the terms of a Proxy shall be valid, notwithstanding theprevious death or incapacity of the principal or revocation of the Proxy or of the authorityunder which the Proxy was executed or the transfer of AfricaPalladium Debentures inrespect of which the Proxy was given, provided that no intimation in writing of suchdeath, incapacity or revocation shall have been received by the Company at the office ofthe Transfer Agent more than, and that the transfer has been given effect to less than,12 (twelve) hours before the commencement of the meeting or adjourned meeting atwhich the Proxy is to be used.

(g) Any reference in these AfricaPalladium Debenture Conditions to an AfricaPalladiumDebenture Holder present in person includes a duly authorised Representative of anAfricaPalladium Debenture Holder.

22.11 Records


(b) Any such minutes, if purporting to be signed by the chairperson of the meeting at whichsuch resolutions were passed or proceedings held or by the chairperson of the nextsucceeding meeting, shall be admissible in evidence without any further proof, and untilthe contrary is proved, a meeting of AfricaPalladium Debenture Holders in respect of theproceedings of which minutes have been so made shall be deemed to have been duly heldand convened and all resolutions passed thereat, or proceedings held, to have been dulypassed and held.

23. Governing Law

The AfricaPalladium Debentures and all rights and obligations relating to the AfricaPalladiumDebentures are governed by, and shall be construed in accordance with, the laws of South Africa.

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7.G

7G.1(j)

Annexure D - Documents Available for Inspection

Copies of the following documents are available for inspection during normal business hours at theoffices of the Company at 32 Fricker Road, Illovo, 2196 until at least 10 (ten) Business Days after theclosing date of the Initial Offer as set out in Section 2.2 (Time and date of opening and closing of InitialOffer) of this Prospectus:

1. the memorandum of incorporation of the Company;

2. the Bridge Facility Agreement;

3. the Account Bank Agreement;

4. the Fund Management Agreement;

5. the Transfer Agency Agreement;

6. the Management Agreement;

7. the Custody Agreements;

8. each Authorised Participant Agreement;

9. each Indemnity;

10. the AfricaPlatinum Security Trust Deed;

11. the AfricaPalladium Security Trust Deed;

12. the AfricaGold Security Trust Deed;

13. each Guarantee;

14. each Security Agreement;

15. written consents of any director, expert, auditor, attorney, banker or broker of a company to benamed to act in the capacity stated in this Prospectus and to use that person's name; and

16. the relevant power of attorney documents, or resolutions authorising the signing of thisProspectus.

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Annexure E - Directors of the Company

Company

(a) David Peter Towers (Chairman)

o Age: 52

o Occupation: Manager

o Business Address: 32 Fricker Road, Illovo, 2196

o Nationality: South African

o Qualifications and experience: B.Com, LLB, LLM (Wits).

David has been appointed to various fiduciary roles responsible for theindependent governance of a wide range of investment vehicles, includingsecuritisation schemes, structured finance special purpose vehicles andexchange traded funds. David has extensive experience of debt capitalmarkets and structured finance having worked for several major banks andinstitutions. Before joining Maitland he worked at Moody’s Investors Servicewhere he was a lead analyst responsible for assessing various structuredfinance transactions. Prior to that he was Legal Counsel to the BondExchange of South Africa.

o Directorships/partnerships in the 5 (five) years preceding the date of this Prospectus:Per annexure E1

(b) Johann Steyn Erasmus (Director)

o Age: 39

o Occupation: Banker

o Business Address: 4th Floor Entrance 1, 3 Simmonds Street, Johannesburg 2001


o Qualifications and experience: B.Com, LLB

Johann is an executive in the Corporate and Investment Banking division ofThe Standard Bank of South Africa Limited. He heads the Global StructuringGroup responsible for special situation, cross asset class structuring, riskmitigation products and exchange traded products. Prior to that he was co-head of legal for the Corporate and Investment Banking division. Prior tojoining The Standard Bank of South Africa Limited in 2001 he practised asan admitted attorney.

157

o Directorships/partnerships in the 5 (five) years preceding the date of this Prospectus:N/A

(c) Jan Wandrag (Director)

o Age: 35

o Occupation: Manager

o Business Address: 32 Fricker Road, Illovo, 2196


o Qualifications and experience: B.Com (Law)

Jan manages the team at Maitland responsible for providing trustee andadministration services to trusts. In addition, Jan serves as director and trustee onspecial purpose vehicles used for a variety of corporate structures. Before joiningMaitland, Jan managed a team at GMG Trust Company which providedindependent administration services to corporate structures, includingsyndications, securitisations, BEE structures, hedge funds, property investmenttrusts and debenture trusts. He served as director and trustee on a number of thetransactions in which GMG was involved. During 2006 to 2009, Jan worked as alegal officer at Integer and was part of the teams responsible for providing legaladvice, collections, credit processes and product development.


(d) Kurt Wade van Staden (Director)

o Age: 42

o Occupation: Head of Corporate Services

o Business Address: 32 Fricker Road, Illovo 2196


o Qualifications and experience: BJuris, LLB, MBA

Kurt heads Maitland’s corporate trustee services in South Africa. He is responsiblefor overseeing the provision of fiduciary and administration services to companies,trusts and investment structures. These services are provided to special purposevehicles used in structured finance, securitisation and hedge fund structures. Prior tojoining Maitland in 2004, Kurt worked as legal and compliance manager for a wealthand asset management company.


158

Annexure E1 - List of directorships/partnerships

[FOLLOWS ON NEXT PAGE]

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Annexure F - Redemption Notice

AFRICA ETF ISSUER (RF) LIMITED(formerly Ninatex Proprietary Limited)

(incorporated in the Republic of South Africa)(registration number 2013/002008/06)

Please read the Prospectus.

Terms not defined in this Redemption Notice shall have the same meanings attributed to them inthe Prospectus.

Please refer to the instructions below before completing this Redemption Notice.

1. This form should be properly completed and returned, marked“(AfricaPlatinum/AfricaPalladium/AfricaGold)* Debentures – Redemption Notice”, to one of theparties mentioned below:

a. to his/her broker or, at the risk of the Debenture Holder, email/post it to the broker, who willlodge the application with its nominated CSDP; or

b. hand deliver his/her Redemption Notice to his/her nominated CSDP or, at the risk of theDebenture Holder post the application form to his/her CSDP.

2. Part B must be completed by emigrants from the Republic of South Africa.

3. A separate form is required for each “(AfricaPlatinum/AfricaPalladium/AfricaGold)* DebentureHolder.

4. If this Redemption Notice is signed on behalf of a company, close corporation, trust, pension orprovident fund, it must be accompanied by a certified copy of the resolution authorising thesignatories.

5. A minor must be assisted by his/her parent or guardian unless the relevant documents establishinghis/her legal capacity are produced or have been registered by the Debenture Holder’s CSDP.

6. If a Debenture Holder has been widowed or divorced subsequent to acquiring the shares,documentary evidence of such status must be produced unless such evidence has already beenregistered by the Debenture Holder’s CSDP.

7. Where the “(AfricaPlatinum/AfricaPalladium/AfricaGold)* Debentures are held jointly, thisRedemption Notice must be signed by all joint Debenture Holders.

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8. If this Redemption Notice is signed under a power of attorney, such power must be produced unlessit has already been registered by the Debenture Holder’s CSDP or the documents bear the stamp ofa broker.

9. If the Debenture Holder is a deceased estate, this Redemption Notice must be accompanied by theletters of executorship, unless such document has already been lodged with the Debenture Holder’sCSDP or the document lodged bears the stamp of a broker.

10. Persons who are emigrants from the Common Monetary Area should nominate the authoriseddealer in foreign exchange in the Republic of South Africa which has control of their blockedassets in Part B of this form. Failing such nomination, the proceeds due to such Debenture Holderin accordance with the provisions of the Prospectus will be held by the Debenture Holder’s CSDP,pending instructions from the Debenture Holder concerned.

To:

CSDP/Broker details: _______________________________________________________________

Part A –

To be completed by all Debenture Holders wishing to redeem“(AfricaPlatinum/AfricaPalladium/AfricaGold)* Debentures.

I/We the undersigned, hereby instruct you to redeem____________of the“(AfricaPlatinum/AfricaPalladium/AfricaGold)* Debentures comprising ____________________Blocksheld by me/us with effect from________________ (“Delivery Date”).

I do/do* not wish simultaneously with the redemption of the“(AfricaPlatinum/AfricaPalladium/AfricaGold)* Debentures held by me referred to above, wish toexercise the Delivery Option.* In respect of the Delivery Option to be exercised by me/us we refer you tothe Option Notice attached to this Redemption Notice as Schedule 1.**

Yours faithfully

Signature:Assisted by me (if applicable):Date:Surname:First names (in full):Title (Mr, Mrs, Miss, Ms, etc):Postal address (preferably PO Box address), if other than registered address:Telephone number:Bank:Branch:Account Number:Branch code:

161

Type of account (current/savings):

* Delete as applicable.** The Delivery Option Notice is only to be completed in the event of an exercise of the Delivery Option.

Part B – To be completed by all emigrants.

Nominated authorised dealer:Name of dealer:Account number:Approval reference:

SCHEDULE 1: DELIVERY OPTION NOTICE*

*This Delivery Option Notice is only to be completed in the event of the exercise of a DeliveryOption.

I/We the undersigned, hereby exercise a Delivery Option in respect of______“(AfricaPlatinum/AfricaPalladium/AfricaGold)* Debentures held by me in accordance with theprovisions of condition of the Prospectus. Please credit my Nominated Commodity Account (as describedbelow) with the Sale Commodity to be delivered to me pursuant to the exercise of this Delivery Option asaforesaid:

I/We by my/our signature(s) hereto warrant, undertake and agree that:

(a) upon the exercise by me/us of this Delivery Option, a Commodity Sale Agreement shall be deemedto have been entered into between myself/ourselves and the Company on the terms and conditionsset out in the Prospectus;

(b) I/We are Qualifying Debenture Holders and accordingly enclose herewith certified true copies ofall relevant licences, consents, exemptions and the like evidencing my status as a QualifyingDebenture Holder as aforesaid.

(c) I/We confirm that I/We will be obliged to pay to the Company the Redemption Fee and any VATpayable on the purchase price of the Sale Commodity in cash. I/We shall be responsible for allcosts, charges and expenses (including costs, charges and expenses in respect of insurance)incurred in the delivery of the Sale Commodity.

Yours faithfully

Signature:Assisted by me (if applicable):Date:

Surname:First names (in full):Title (Mr, Mrs, Miss, Ms, etc):Postal address (preferably PO Box address), if other than registered address:Telephone number: [●]

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Custodian:Account Number:Contact Details:

AFRICA ETF ISSUER (RF) LIMITED ... - stanbicbank.co.ug and Services/Static files... ·...

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