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STRICTLY PRIVATE AND CONFIDENTIAL

Attention: Mr Salim Young

Non-Executive Chairman
AYO Technology Solutions Umited

(Sy hand and Email)

7 August 2018

Dear Sir,

CONFIRMATION OF CONCKRNS TABLED AT THE MEETING OF 27 JULY AND 1 AUGUST Z018 AT THE
VINEYARD HOTEL AND INL OFFICES, CAPE TOWN

As the Executive Directors of AYO Technology Solutions Limited ("AYO"), we wish tothank you for having
taken the time to see us on these occasions and we have since taken the opportunity to discuss our approach
as an executive team and in the interests of absolute clarity, we have decided to formally document the
concerns we had raised with you during the above meetings and in the many verbal discussions prior
[the "Meetings" ).

It is important to highlight at the outset, as we made clear in the meetings, that our unambiguous position
is that we will find it diNcult to continue to execute our respective executive roles and our directorships in
the company unless the concerns raised below are appropriately dealt with as a matter of urgency during
the month of August.

It is also crucial to note that the we have remained completely committed to the vision of building the largest
black owned ICT business on the JSE. Numerous achievements must be noted, including the awarding of the
Sasolcontract and a very successful transition project including the transfer of BT staff.Building the story
around the AYO Ecosystem, New office setup, attracting significant acquisition pipeline, key talent
acquisition, implementing company-wide policies and procedures, PR and marketing activities and much /
more. As an executive team we remain extremely passionate and determined about the real purpose of the.
business which Is to transform the ICT industry from a technology and people perspective.

AYOTECNNOLOGY SOLO U M ITLO


/FOAMEAI 7 SERUNFALOYECNNOLOGYSOLUYIONSUILIITED/

REG NO: 1996:014461/06


CNA«MAN S YOLING GIRECTORSLYAW NARDYNGAMIELtREN S NOOWELE.
WG MAOEO«GA. r AeOLILLA a NENINRCRSARAMOOTM NTSASA447r«OEA
COMFANYSECRETARY N MRAUSELI

TEL +27 21427 1400i FAIL ~27 214190731


We have summarized our concerns below, in no particular order, given that we had spent a substantial
amount of time going through each concern at our Meetings:

1. T h e co n t inued i n t e rference o f Afr i ca n E m powered E q uit y I n v estments


Limited's( NAEEIN) CEO and his executives in the daily operations of AYO and our
acquisitions (We have significant emails on record in this regard);
2. T h e continued lack of professionalisrn by the senior executives of AEEI in their interactions
with AYO, the AYO executive team and our t arget acquisitions (timelines and
commitments are never met, and we have many examples in this regard);
3. T h e general lack of business etiquette and respect shown by AEEI in all its interactions with
AYO, its stakeholders and acquisition targets (we have complaints on record from certain
acquisition targets and stakeholders);
4. O u r concerns around the PIC and the investigations which are being threatened and

exacerbated by the lack of professional engagement with them as a shareholder by AEEI


(The recent BEE deal question from the PIC is an example which has still not been
responded to adequately and tirneously as at the date of this letter);
5. T h e concerns we have raised around the lack of independence on the board and the
significant representation in particular from INL on the board (This has also been raised by
the PIC and they also refrained from voting for the non-executive directors onto the board
as noted at the AGM);
6. T h e capability and independence of the AYO company secretary who takes continual
instruction and guidance from an executive director of AEEI and its CEO (Numerous emails
are on record in this regard);
7. B o ard resolutions proposed and sent to the board for signature without any consultation
with the AYO executives and the direction of the board (refer to email correspondence on
the 11~ and 13~ of July 2018);
8. T h e clear lack of urgency to get any of our proposed transactions completed despite the
incredibly high commitments made in our PLS, announcements post our interim results
and the differing timeframes apparent in our approach versus AEEI (Numerous acquisition
targets have noted their concern and frustration with the approach including the lack of
ifORAIEAt7' SEKUN54tO TECHNOEOGTSTNUTIONS I IADTEDt

REG NO 199$1054465/06
CHANMAN SYOUNG OKIECTORS:KAW HARDY,N GAMIEEDIEN 5 NODWElE
WG MADEONGA. KARDUIEA.CP HENDIKCKSA9 AMOO TM NTSASAAtf KHOZA
COMPANYSECRETARY N MRAUSEU

TEI +2725 •27 54NI i7AK:i27 21 •190731


commitment, professionalisrn and timeframes in general with their interactions with AEEI
and in turn AYO);
9. T h e breakdown in the relationship (and limited trust) between us as an executive
committee and the AEEI senior executives as well as the continual undermining and bad
mouthing of the AYO executive team and interference with the execution of our duties
(Numerous ernails are on record in this regard);
10. The systematic destruction of crucial relationships to the AYO Ecosystem by AEEI's
interference with Puteng Technologies and British Telecom's SA ("BTSA") in particular and
alienating the respective senior managem
ent teams of both those organizati
ons
(Numerous requests in terms of the correct approach were made by AYO in this regard
and ignored by AEEI);
11. The nature of the BTSA transaction and in particular the inflated valuation of R 990 Mill
for a 29.94A stake. It is noted that a commitment was made by AEEI that they would
withdraw from this transaction given the state of the BT relationship and our concerns as
the AYO executive as per the meeting of the 1KKof August at INL offices Cape Town (This
to be confirmed in writing);
12. As a caution the board should note that the level of involvement of AEEI in the activities
of AYO could lead to a breach of the Companies Act and the JSE Listing Rules;
13. The lack of u rgency with regards finalizing executive contracts, the associated
remuneration packages and long-term incentives and bonuses; and
14. The requirement for the R400 million investment/loan imposed onto the company by AEEI
into 3 Laws Capital Proprietary Limited (a related party) to be returned with interest in our
bank account by the due date of 31 August 2018 as per the signed resolution (note various

attempts to gain visibility on statements of the account have failed to date which has given
us much consternation).

We are deeply concerned and emphasize that we have limited control and autonomy over the activities in
the company as a result of the group structure and in particular AEEI interference. As executive directors, we
are ultimately legally liable for anything that goes wrong in the company and we all carry significant personal
AYO TECHNOLOGYSOLUTIONSUMIYKD
/FOIIMERLY:SKA'VN/ALO TECHNOLOGYSOLUFIONSLIAIITK

RKG. NO:1996/DAMM/KS
CHAIRMAN S YOUNG DIRECTORSIXAW HANDY/I GAA|XKLDIKN. S NODWELE
WG MADKONGA. KARDULLACFHKNKXNCXSAR AMOR.TM NASA.NN RHOMBI
COMPANY SKRETAAY: N MKALISL'I

TED+ET KKAll LNXI IFAX:~17 KlALR DT11


risk which we largely have no control over. This is clearly not sustainable and not in line with the governance
standards required of us as directors of a large JSE listed entity, lt is also obvious that the vision set for AYO
and the execution thereof in terms of building its operational capability is vastly different to the narrow
historic investment mindset of AEEI in terms of the execution against the plan presented to the board. Little
to no progress has been made since the last board meeting on the 3" of May 2018.

As discussed in the meetings, it must be noted that we are no longer able to execute on our responsibilities
as directors under these conditions and should we not be satisfied with the progress on the above concerns,
and that these issues are adequately addressed, then we will be considering the few options that remain
available to us before the end of August 2018.

Yours faithfully,

Kevin Hardy Si e odwele ied Gamieldien

Chief Executive Officer Chief investment ONcer Chiefi:inanclal ONcer

AYO TKCHNOLOGYSOLUTIONSOMITS D
/FORMERLY:SKXUNJAIO TKCNNOLOGI'SOLUTIONSISLUTKO/

RKG. NO.'1996/014443/0S
CHAIRMAN' S YOUNG OIRKCTIRG: XAW HARDYZI GAMIKLOIKN S NODWKLK
WG MADZONGA. X ABOULLA.CTHKNNUCXSAB AMOD.TM NTSASA Mf XHOZA
COMPANY SKCR START' N M BALGKLI

TKL:~77 7 3 4373400 I fAX: ~77 Zl419 0731

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