Policy

Net1 UEPS TECHNOLOGIES, INC. and all its subsidiaries (collectively referred to in this document as “Net1”) are committed to a policy of fair dealing and integrity in the conduct of their business. This commitment, which is actively endorsed by the Board of Directors of Net1, is based on a fundamental belief that business should be conducted honestly, fairly and legally. Net1 expects all employees, directors and other representatives to share its commitment to high moral, ethical and legal standards. Net1 has established this code as part of its overall policies and procedures. To the extent that other Net1 policies and procedures conflict with this code, you should follow this code.

Understanding the Code

This document outlines Net1’s Code of Ethics, which applies equally to all employees and other representatives of Net1. The term employees has been used in the broadest sense and includes: all staff with whom a service contract exists, management, non-management, directors, contractors, consultants and temporary staff. The code is designed to inform employees of policies in various areas. Please study the code carefully so that you understand Net1’s expectations and your obligations.

Compliance with the code by all employees is mandatory. If employees become aware of, or suspect, a contravention of the code, they must promptly and confidentially advise their line manager, the Human Resources Manager or a member of the Internal Audit Department (provided such person was not involved in the alleged violation). Net1’s efforts to ensure observance of, and adherence to, the goals and policies outlined in this code mandate that the you must promptly bring to the attention of your line manager, the Human Resources Manager or a member of the Internal Audit Department (provided such person was not involved in the alleged violation) any material transaction, relationship, act, failure to act, occurrence or practice that you believe, in good faith, is inconsistent with, in violation of, or reasonably could be expected to give rise to a violation of, this code.

The matter will be investigated and dealt with according to the NETNet1’s Disciplinary Code of Conduct. Failure to report violations of the code will itself be considered a serious violation of this code. It is NETNet1’s policy that no retaliation or other adverse action will be taken against any employee for good- faith reports of code violations. Persons who discriminate, retaliate or harass may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.

Foreign Corrupt Practices Act

Net1 employees are expressly prohibited from, directly or indirectly, offering payment, promising to pay, or authorizing the payment of any money, or offering any gift or non-monetary offer or benefit, promising to give a gift or non-monetary offer or benefit, or authorizing the giving of anything of value to any foreign official or any foreign political party, official of any foreign political party, or candidate for governmental or political office for purposes of:

(i) influencing any act or decision of that foreign official, political party or candidate in his/her/its official capacity,

(ii) inducing that foreign official, candidate or political party to do or omit to do any act in violation of the lawful duty of that official, candidate or party, or

(iii) securing any improper advantage; or

(iv) inducing that foreign official, candidate or political party to use his/her/its influence with a foreign government or instrumentality to affect or influence any act or decision of that government or instrumentality, in order to assist Net1 or its employee in obtaining or retaining business for or with, or directing business to, Net1.

Various countries also have laws that prohibit commercial bribery. Accordingly, these laws are not limited in scope to bribery of foreign officials and typically prohibit bribes or inducements to an individual or business to improperly influence decision-making. As such, it is Net1’s policy that nothing of value should be provided to any person for the purpose of improperly obtaining or retaining business or otherwise gaining an improper business advantage. Violations of this policy are taken very seriously, as they can subject both Net1 and the individual to criminal and civil penalties, up to and including imprisonment.

Copyrighted or Licensed Material

It is both illegal and unethical to engage in practices that violate copyright laws or licensing agreements. Net1 requires that all employees respect the rights conferred by such laws and agreements and refrain from making unauthorized copies of protected materials, including but not limited to printed matter, musical recordings, and computer software.

Outside Activities, Employment and Directorships

We all share a very real responsibility to contribute to our local communities, and Net1 encourages employees to participate in religious, charitable, educational and civic activities.

Employees should, however, avoid acquiring any business interest or participating in any activity outside Net1 which would create, or appear to create:

an excessive demand upon their time, attention and energy which would deprive Net1 of their best efforts on the job; or

a conflict of interest - that is, an obligation, interest or distraction which would interfere or appear to interfere with the independent exercise of judgment in Net1’s best interest.

Outside Activities, Employment and Directorships (continued)

Employees who hold, or have been invited to hold, outside directorships should take particular care to ensure compliance with all provisions of this Code. When outside business directorships are being considered by employees, other than outside directors, prior written approval must be obtained from the Chief Executive of Net1 or Executive Director responsible for the division.

Relationships with Clients, Customers and Suppliers

Net1 recognizes that relationships with clients, customers and suppliers give rise to many potential situations where conflicts of interest, real or perceived, may arise. Employees should ensure that they are independent, and are seen to be independent, from any business organization having a contractual relationship with Net1 or providing goods or services to Net1, if such a relationship might influence or create the impression of influencing their decisions in the performance of their duties on behalf of Net1. In such circumstances, employees should not invest in, or acquire a financial interest, directly or indirectly, in such an organization.

Gifts, Hospitality and Favors

Conflicts of interest can arise where employees are offered gifts, hospitality or other favors which might, or could be perceived to, influence their judgment in relation to business transactions such as the placing of orders and contracts.

An employee should not accept gifts, hospitality or other favors from suppliers of goods or services to Net1. However, the acceptance of the following would not be considered contrary to such policy:

advertising matter of limited commercial value;

occasional business entertaining such as lunches, cocktail parties or dinners; and

occasional personal hospitality such as tickets to sporting events or theatres.

Gifts, Hospitality and Favors (continued)

Providing the occasional gifts to customers, as set out below, would not be considered contrary to such a policy:

advertising matter of limited commercial value;

occasional business entertaining such as lunches, cocktail parties or dinners; and

occasional personal hospitality such as tickets to sporting events or theatres.

Personal Investments

Net1 respects the right of all employees to make personal investment decisions as they see fit, as long as these decisions do not contravene any provisions of this Code, any applicable legislation, or any policies or procedures established by the various operating areas of Net1, and provided these decisions are not made on the basis of material non-public information acquired by reason of an employee’s connection with Net1. Employees should not permit their personal investment transactions to have priority over transactions for Net1 and its clients.

When considering the application of this section, employees should ensure that no investment decision made for their own account could reasonably be expected to influence adversely their judgment or decisions in the performance of their duties on behalf of Net1.

Employees involved in performing investment activities on behalf of Net1 and those who by the nature of their duties or positions are exposed to price-sensitive information relating to Net1 are subject to additional rules governing personal investments. These may be imposed by the Companies Act, the Stock Exchange of Johannesburg, Banks Act, Financial Services Board, Securities Regulation Panel and other regulatory bodies, industry associations and management. The rules include requirements for employees to:

obtain prior written approval for, and to report on, their personal investment activity and the investment activity of those persons with whom they have a close relationship; and

refrain from dealing in the shares of entities that Net1 deals with during certain restricted periods, as well as Net1 subsidiaries and associates.

Insider Information and Insider Trading

Employees may receive information concerning Net1 or one of its affiliates, business partners, clients, or customers that is confidential and not generally known by the public. If that information is “material” (i.e., publication of that information is likely to affect the market price of the stock of the entity to which the information relates), then the employee has an ethical and legal obligation not to (a) act on that information (i.e., buy or sell stock based on that information), (b) disclose that information to others, or (c) advise others to buy or sell the stock of the entity to which that information relates, until such information becomes public. An employee’s direct or indirect use of or sharing of such confidential, privileged, or otherwise proprietary business information of Net1or its partners, clients, or customers for financial gain, including investment by the employee or the transmission of this information to others so that they can use this information for their financial gain, constitutes insider trading, which is a criminal offense. Please refer to Net1’s ‘Insider Trading Policy Compliance Manual’ for more information.

Remuneration

No employee may receive commissions or other remuneration related to the sale of any product or service of Net1 except as specifically provided under an individual’s terms of employment or as specifically agreed with management. No member of Net1’s audit committee shall receive any compensation not permitted by the rules of the Securities and Exchange Commission, The Nasdaq Stock Market, and other applicable law.

Employees may not receive any money or any thing of value (other than Net1’s regular remuneration or other incentives), either directly or indirectly, for negotiating, procuring, recommending or aiding in any transaction made on behalf of Net1, nor have any direct or indirect financial interest in such a transaction.

Health and Safety

Net1 is committed to taking every reasonable precaution to ensure a safe work environment for all employees.

Employees who become aware of circumstances relating to Net1’s operations or activities which pose a real or potential health or safety risk should report the matter to their line manager and the Human Resources Manager. It is Net1’s policy that no retaliation or other adverse action will be taken against any employee for good-faith reports.

Environmental Management

Net1 is committed to developing operating policies to address the environmental impact of its business activities by integrating pollution control, waste management and rehabilitation activities into operating procedures. Employees should give appropriate and timely attention to environmental issues.

Supervision of Relatives and Others

Close relatives and domestic partners shall not work directly or indirectly under the supervision of one another without prior written approval. “Close relative” means, but is not limited to, a spouse, sister, brother, sister-in-law, brother-in-law, father, mother, father-in-law, mother-in-law, step-parent, aunt, uncle, first cousin, child, step-child, foster child, or grandparent. “Domestic partner” means, but is not limited to, husband, wife, or a person the employee currently resides with in an intimate, romantic or sexual relationship. If such a situation should arise, it should be immediately brought to the attention of a direct manager of Human Resources.

Net1 also requires that employees disclose to Human Resources the existence of an intimate, romantic or sexual relationship between employees where there exists a direct chain of command supervisor/subordinate relationship. Decisions concerning such employees will be made on a case-by-case basis by Human Resources.

Restrictions on Former Government Employees

Former U.S. Government employees or U.S. military officers are generally prohibited from representing Net1 in matters in which the government has substantial interest and where the employee had prior responsibility. Retired senior government officials and regular military officers are further restricted from selling to, or in some instances, contacting their former agency or military service. The duration of these prohibitions and the matters to which they apply depend on the type of previous government employment. Net1’S legal department should be contacted to help identify which restrictions apply.

Prompt Communications

Net1 strives to achieve complete, accurate, fair, understandable and timely communications with all parties with whom it conducts business, as well as government authorities and the public. All employees must take all steps necessary to assist Net1 in fulfilling its disclosure responsibilities. In addition, prompt and effective internal communication is encouraged.

A prompt, courteous and accurate response should be made to all reasonable requests for information and other client communications. Any complaints should be dealt with in accordance with internal procedures established by various operating areas of Net1 and applicable laws.

Media Relations

In addition to everyday communications with outside persons and organizations, Net1 will, on occasion, be asked to express its views to the media on certain issues.

When communicating publicly on matters that involve Net1 business, employees must not presume to speak for Net1 on any matter, unless they are certain that the views they express are those of Net1 and it is Net1’s desire that such views be publicly disseminated. Employees approached by the media should immediately contact the department or individual responsible for corporate communications.

An employee, when dealing with anyone outside Net1, including public officials, must take care not to compromise the integrity or damage the reputation of any outside individual, business, or government body, or that of Net1.

As a general rule, Net1’s position on public policy or industry issues will be dealt with by senior management of Net1 and existing policies in this regard must be adhered to. The text of the articles for publication, public speeches and addresses about Net1 and its business should be reviewed in advance with the individual responsible for public relations.

Employees should separate their personal roles from Net1’s position when communicating on matters not involving Net1 business. They should be especially careful to ensure that they are not identified with Net1 when pursuing personal or political activities, unless this identification has been specifically authorized in advance by Net1.

Obtaining and Safeguarding Information

Information necessary for Net1’s business should be reliable, accurate and its confidentiality maintained. When personal information is needed, wherever possible, it should be obtained directly from the person concerned. Only reputable and reliable sources should be used to supplement this information.

Information should only be retained as long as it is needed or as required by law, and it is every employee’s responsibility to ensure that such information is physically secured and protected.

Access to Information

Any information with respect to any product, plan or business transaction of Net1, or personal information regarding employees, including their salaries, must be kept strictly confidential (“Confidential Information”) and must not be disclosed or used for improper purposes by any employee unless and until proper authorization for such disclosure has been obtained. Once authorization has been obtained, all information required by stakeholders either on request or due to statutory requirements must be accurately disclosed. In addition, operating areas may implement policies and procedures to prevent improper transmission within Net1 of material non-public information.

Termination of Employment

The obligation to preserve the confidentiality of Confidential Information acquired in the course of employment with Net1 does not end upon termination of employment. The obligation continues indefinitely until Net1 authorizes disclosure, or until the Confidential Information legally enters the public domain.

Immediately upon the termination of employment for any reason, or when otherwise requested by Net1, employees are required to return to Net1 all above- mentioned Confidential Information, including documents, information and other property.

Former Employment

New employees will not be assigned to work where they might be required to use or disclose trade secrets or confidential information belonging to their former employers. New employees should not take away from their former place of employment any information that might be considered proprietary or confidential.

support and assist Net1 to fulfill its commercial and ethical obligations and objectives as set out in this Code;

avoid any waste of resources, including time;

be committed to improve productivity, achieve the maximum quality standards, reduce ineffectiveness, and avoid unreasonable disruption of activities at work;

commit to honoring their agreed terms and conditions of employment;

not act in any way that may jeopardize the shareholders rights to a reasonable return on investment;

act honestly and in good faith at all times and report any harmful activity they observe in the workplace;

recognize fellow employees rights to freedom of association and not intimidate fellow employees;

pay due regard to environmental, public health and safety conditions in and around the workplace; and

act within their powers and not carry on the business of Net1 recklessly.