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DIRECTORS’ REPORT

(continued)

RCS GROUP CONSOLIDATED FINANCIAL STATEMENTS

2015

04

6.

Change in financial year end

During the current financial period, the financial year has changed

from 31 March to 31 December to align with the reporting

requirements of the shareholder. The current period financial

results are therefore only representative of a 9 month period and

not comparative to the prior period.

7.

Event after the reporting period

The directors are not aware of any matters or circumstances arising

since the end of the financial period that may materially affect the

amounts and disclosure of these financial statements.

8.

Distribution to shareholder

A distribution to shareholder amounting to R250million was declared

afterthedateofthereportingperiodbutbeforethefinancialstatements

were authorised for issue (31March 2015: nil).

9.

Directors

The directors in office at the date of this report are:

Executive Directors

SW van der Merwe

(Chief executive officer) SouthAfrican

JJ Snyman

(Chief financial officer)

SouthAfrican

RF Adams

(Chief operating officer)

SouthAfrican

OPM Renard

French

Non-executive directors

ACPM van Groenendael

French

BPS Cavelier

French

VNA Kodjo Diop

French

I Perret-Noto

(Appointed 1 December 2015)

French

E Oblowitz

(Independent)

SouthAfrican

10.

Company secretary

The company secretary at the date of this report is GS Harker.

11.

Business/registered address

Business Address

RCS Building

Golf Park

Raapenberg Road

Mowbray

7700

Postal address

PO Box 6523

Parow East

Cape Town

7501

12.

Holding company

The RCS Group’s immediate holding company is BNP Paribas

Personal Finance Société Anonyme. The ultimate shareholder

is BNP Paribas Société Anonyme, incorporated in France and

listed on the Paris stock exchange.

13.

Auditors

The independent auditing firm, KPMG Inc., which was given

unrestricted access to all financial records and related

data, including minutes of all meetings of shareholders,

the board of directors and committees of the board, has

audited the financial statements. The directors believe that

all representations made to the independent auditors during

their audit were valid and appropriate. KPMG Inc.’s audit

report is presented on page 6 to 7.