Lesaka Technologies, Inc.: Form DEF 14A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14A-12

LESAKA TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

______________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

[ ]	Fee paid previously with preliminary materials.

[ ]	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LESAKA TECHNOLOGIES, INC.

______________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on November 14, 2024
______________________

To the Shareholders of Lesaka Technologies, Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders of Lesaka Technologies, Inc. will be held at our principal executive offices located at President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg 2196, South Africa on November 14, 2024 at 16:00 local time (9:00 am Eastern Time), for the following purposes:

1. To elect eleven directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

2. To ratify the selection of KPMG, Inc. as our independent registered public accounting firm for the fiscal year ending June 30, 2025.

3. To hold an advisory vote to approve executive compensation.

4. To vote on the approval of an employee stock ownership plan and the sale of 2,490,000 shares of our common stock to the ESOP Trust out of authorized but unissued shares.

5. To transact such other business and act upon any such other matters which may properly come before the annual meeting or any adjournment or postponement of the meeting.

Our Board of Directors has fixed the close of business on September 25, 2024, as the record date for determining shareholders entitled to notice of and to vote at the meeting. A list of the shareholders as of the record date will be available for inspection by shareholders at our principal executive offices during business hours for a period of ten days prior to the meeting.

Your attention is directed to our annual report for the fiscal year ended June 30, 2024, which is enclosed with this proxy statement.

Sincerely,

Kuben Pillay Director and Lead Independent Director	Ali Mazanderani Executive Chairman

Johannesburg, South Africa October 2, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2024. A complete set of proxy materials relating to our annual meeting is available on the internet. These materials, consisting of the Notice of Annual Meeting of Shareholders and Proxy Statement, including proxy card, and annual report, may be viewed and downloaded at https://materials.proxyvote.com/64107N.

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy accompanying this notice as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the meeting, you must request and obtain a proxy issued in your name from that record holder. You may also submit your proxy via the internet as specified in the accompanying internet voting instructions. Shareholders registered on our South African Branch Register ("South African Shareholders") are referred to the special instructions contained on page 5 of this proxy statement.

TABLE OF CONTENTS

PROXY STATEMENT EXECUTIVE SUMMARY	2
VOTING RIGHTS AND PROCEDURES	4
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING	6
PROPOSAL NO. 1: ELECTION OF DIRECTORS	6
PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	9
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	10
PROPOSAL NO. 4: THE APPROVAL OF THE ESOP AND THE SALE OF SHARES OF OUR COMMON STOCK TO THE ESOP TRUST OUT OF AUTHORIZED BUT UNISSUED SHARES	10
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	13
MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE	13
COMMITTEES OF THE BOARD	14
BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK	16
REMUNERATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	16
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS	17
SHAREHOLDER COMMUNICATIONS WITH THE BOARD	18
CORPORATE GOVERNANCE GUIDELINES	18
CODE OF ETHICS	18
SHARE OWNERSHIP GUIDELINES	19
COMPENSATION OF DIRECTORS	19
EQUITY COMPENSATION PLAN INFORMATION	16
EXECUTIVE COMPENSATION	20
ANALYSIS OF RISK IN OUR COMPENSATION STRUCTURE	20
COMPENSATION DISCUSSION AND ANALYSIS	20
EXECUTIVE SUMMARY	20
COMPENSATION PROGRAM OVERVIEW FOR FISCAL 2024	22
ELEMENTS OF 2024 COMPENSATION	26
OTHER CONSIDERATIONS	32
REMUNERATION COMMITTEE REPORT	33
EXECUTIVE COMPENSATION TABLES	33
SUMMARY COMPENSATION TABLE	34
PAY RATIO DISCLOSURE	35
ACTUAL 2024 COMPENSATION MIX	35
GRANTS OF PLAN-BASED AWARDS	36
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END	37
OPTION EXERCISES AND STOCK VESTED	38
PAY VERSUS PERFORMANCE DISCLOSURES	38
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL	42
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS	43
DELINQUENT SECTION 16(A) REPORTS	44
AUDIT AND NON-AUDIT FEES	45
AUDIT COMMITTEE REPORT	46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	46
ADDITIONAL INFORMATION	48

EXHIBIT A - TRUST DEED IN CONNECTION WITH THE ESOP	51
EXHIBIT B - RELATIONSHIP AGREEMENT IN CONNECTION WITH THE ESOP	79

LESAKA TECHNOLOGIES, INC.

______________________

PROXY STATEMENT EXECUTIVE SUMMARY

ANNUAL MEETING OF SHAREHOLDERS

Time and Date	16:00 local time (9:00am Eastern Time) on November 14, 2024
Place	President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, 2196, South Africa
Record Date	September 25, 2024

PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS

The following is a summary of proposals to be voted on at the annual meeting and the recommendation of our Board of Directors (our "Board") with respect to each such proposal. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review the proxy statement as well as our Annual Report on Form 10-K ("Annual Report").

Proposal 1 Election of Directors The Board has nominated eleven of our current directors for re-election at the annual meeting to hold office until the 2025 annual meeting. More information about this proposal can be found on pages 6-9. Recommendation: Our Board recommends a vote FOR each of the director nominees.		Proposal 2 Ratification of Independent Registered Public Accounting Firm The Board is asking shareholders to ratify the selection of KPMG, Inc. as our independent registered public accounting firm for the fiscal year ending June 30, 2025. More information about this proposal can be found on page 9. Recommendation: Our Board recommends a vote FOR the ratification of the selection of KPMG, Inc. as our independent registered public accounting firm.


Proposal 3 Advisory Vote to Approve Executive Compensation The Board is providing shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our executive officers named in the Summary Compensation Table under "Executive Compensation". More information about this proposal can be found on page 10. Recommendation: Our Board recommends a vote FOR the approval of executive compensation.		Proposal 4 Approval of ESOP and sale of our shares of common stock to the ESOP Trust The Board is asking shareholders to approve the ESOP and the sale of shares of our common stock to the ESOP Trust. More information about this proposal can be found on pages 10 - 13. Recommendation: Our Board recommends a vote FOR the approval of the ESOP and the sale of the shares to the ESOP Trust.

We are taking advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders over the internet. On or about October 3, 2024, we mailed to shareholders of record on the record date a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our Annual Report for the fiscal year ended June 30, 2024 online. If you received a Notice by mail, you will not automatically receive a printed copy of our proxy materials in the mail. You may request a paper copy of our proxy materials by mail or an electronic copy by e-mail by following the instructions listed on the Notice.

CORPORATE GOVERNANCE

Our Board is committed to excellence in corporate governance. We believe that principled and ethical governance benefits you, our shareholders, as well as our customers, employees and communities, and we maintain a governance profile that aligns with industry-leading standards. We believe that our governance structure will have a direct impact on the strength of our business. The following table presents a brief summary of our key governance structures.

Board Conduct and Oversight

Independence and Participation

Shareholder Rights

✓ Regular risk assessment

✓ Standards of ethics applied to all directors, executive officers and employees

✓ Significant time devoted to succession planning and leadership development efforts

✓ Evaluations of the Board and its committees

✓ Six of eleven directors are Nasdaq-independent

✓ Executive sessions of non-employee directors are generally held at each Board and committee meeting

✓ Audit Committee, Remuneration Committee, and Nominating and Corporate Governance Committee are each made up entirely of independent directors

✓ Special meeting right for shareholders holding an aggregate of 10% of voting stock

✓ All directors annually elected; no staggered Board

✓ No "Poison Pill"

✓ No supermajority voting requirements to change organizational documents

VOTING RIGHTS AND PROCEDURES

Shareholders as of the close of business on September 25, 2024, the record date, may attend and vote at the annual meeting. Each share is entitled to one vote. There were 63,240,250 shares of common stock outstanding on the record date.

A majority of the total number of outstanding shares of common stock, present either in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. Shareholders who are present at the annual meeting in person or by proxy and who abstain, and proxies relating to shares held by a bank or broker on your behalf (that is, in "street name"), that are voted on some proposals but not others (referred to as "broker non-votes") will be treated as present for purposes of determining whether a quorum is present. In the event that there are not sufficient votes to approve any proposal at the annual meeting, the annual meeting may be adjourned in order to permit the further solicitation of proxies. The inspector of election appointed for the annual meeting will tabulate all votes and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

The following describes how you may vote on each proposal and the votes required for approval of each proposal:

Proposal No 1-Our eleven director nominees will be elected by a plurality of votes. You may vote for each director nominee or withhold your vote from one or more of the nominees. Withholding a vote as to any director nominee is the equivalent of abstaining. In an uncontested election such as this, abstentions and broker non-votes have no effect on the outcome of the vote, since approval by a specific percentage of the shares present or outstanding is not required.
Proposal No. 2-The ratification of the selection of KPMG, Inc. ("KPMG") to act as our independent registered public accounting firm will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.
Proposal No. 3-The advisory vote to approve executive compensation will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.
Proposal No. 4- The approval of an employee stock ownership plan ("ESOP") and the sale of 2,490,000 shares of our common stock pursuant to the ESOP Trust (the "ESOP Trust") out of authorized but unissued shares will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.

If you provide your voting instructions on your proxy, your shares will be voted as you instruct, and, if a proposal comes up for a vote at the annual meeting that is not on the proxy, according to the best judgment of the persons named in the proxy.

If you do not indicate a specific choice on a proxy that you sign and submit, your shares will be voted:

FOR each of the director nominees;
FOR the ratification of the selection of KPMG as our independent registered public accounting firm;
FOR the approval of executive compensation; and
FOR the approval of the ESOP and sale of shares of our common stock to the ESOP Trust.

If your shares are held in "street name," and you do not instruct the bank or broker how to vote your shares on Proposals 1, 3 or 4, the bank or broker may not exercise discretion to vote for or against those proposals. This would be a "broker non-vote" and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 2, the bank or broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Please instruct your bank or broker so your vote can be counted.

Revocability of Proxies

You may revoke your proxy at any time prior to exercise of the proxy by delivering a written notice of revocation or a duly executed proxy with a later date by mail to our corporate secretary at Lesaka Technologies, Inc., P.O. Box 2424, Parklands 2121, South Africa, or by attending the meeting and voting in person. If you hold shares in "street name", you must contact that firm to revoke any prior voting instructions.

Internet Availability of Proxy Materials and Annual Report

A complete set of proxy materials relating to our annual meeting is available on the internet. These materials, consisting of the Notice of Annual Meeting of Shareholders and Proxy Statement, including proxy card, and Annual Report, may be viewed and downloaded at https://materials.proxyvote.com/64107N.

Market Information

Our common stock is listed on The Nasdaq Global Select Market ("Nasdaq") in the United States under the symbol "LSAK" and, via a secondary listing, on the Johannesburg Stock Exchange ("JSE"), in South Africa under the symbol "LSK". Nasdaq is our principal market for the trading of our common stock. Our transfer agent in the United States is Computershare Shareowner Services LLC, 480 Washington Blvd., Jersey City, New Jersey 07310. Our transfer agent in South Africa is JSE Investor Services (Pty) Ltd ("JSE Investor Services"), One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, South Africa.

Special Instructions to South African Shareholders

We are required to comply with certain South African regulations related to the circulation and tabulation of proxies issued to our South African Shareholders. The proxy form marked "Lesaka Technologies, Inc. Proxy for Shareholders Registered on South African Branch Register" must be used by South African Shareholders. The South African proxy must be lodged, posted or faxed to JSE Investor Services so as to reach them by 16:00, local time, on November 11, 2024. South African Shareholders that have already dematerialized their shares through a Central Securities Depository Participant ("CSDP") or broker, other than with own-name registration, should not complete the South African proxy. Instead, they should provide their CSDP or broker with their voting instructions or, alternatively, they should inform their CSDP or broker of their intention to attend the annual meeting in order for their CSDP or broker to be able to issue them with the necessary authorization to enable them to attend such meeting. South African Shareholders that hold their shares in certificated form or dematerialized own-name registration should complete the South African proxy and return it to JSE Investor Services.

Solicitation

The Board is soliciting your proxy to vote your shares at the annual meeting. We will bear the entire cost of the solicitation, including the preparation, assembly, printing and mailing of this proxy statement, including the proxy card and any additional solicitation materials furnished to our shareholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. We may reimburse these persons for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by personal contacts, telephone, facsimile, electronic mail or any other means by our directors, officers or employees. No additional compensation will be paid to our directors, officers or employees for performing these services. Except as described above, we do not presently intend to solicit proxies other than by mail.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The terms of office of each of our current directors will expire at the annual meeting. The Board has nominated for re-election eleven of our current directors (see "Information Regarding the Nominees" for information on all directors), each for a one-year term.

As previously announced, Mr. Javed Hamid resigned from the Board effective September 30, 2024, Mr. Chris Meyer resigned from the Board effective October 1, 2024 and Mr. Dan L. Smith joined the Board effective October 1, 2024. Following the completion of the Adumo transaction, Mr. Monde Nkosi resigned from the Board and Mr. Dean Sparrow joined the Board and the Capital Allocation Committee of the Board.

The persons named in the enclosed proxy intend to vote properly executed and returned proxies FOR the election of all nominees proposed by the Board unless authority to vote is withheld. In the event that any nominee is unable or unwilling to serve, the persons named in the proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board has no reason to believe that any nominee named herein will be unable or unwilling to serve.

The Board recommends that you vote FOR the election of each of the director nominees.

Information Regarding the Nominees

Kuben Pillay
64 years old
Director since 2020

Mr. Pillay has been our Lead Independent Director since February 1, 2024, and was previously our Chairman from June 2021 until January 31, 2024. He serves on South African public and private corporate boards including as Chairman of Sabvest Limited (JSE: SBV), lead independent director of OUTsurance (JSE: OUT). He was the non-executive chairman of the Primedia Group from 2014 to 2016, and also served as its group CEO from 2009 to 2014. Mr. Pillay was also a non-executive director of Transaction Capital Limited (JSE: TCP). Mr. Pillay was a managing financial partner at public interest law firm, Cheadle Thompson and Haysom, from 1993 to 1995 before joining Mineworkers Investment Company ("MIC") in 1996 as a founding executive director, and later serving as the non-executive chairman. Mr. Pillay also served as the independent non-executive chairman of Cell C Limited from August 2017 to October 2019. Mr. Pillay has a BA LLB from the University of the Witwatersrand, Johannesburg, and a Masters in Comparative Jurisprudence from Howard University, Washington DC

The Board believes that Mr. Pillay's expertise in legal and corporate governance, and media and consumer affairs and broad experience as a director of several publicly-traded companies covering a broad range of industries over many years make him a valuable member of our Board.

Ali Mazanderani
42 years old
Director since 2020

Mr. Mazanderani has been our Executive Chairman since February 1, 2024. He is a fintech investor and entrepreneur. He is the co-founder and chairman of Teya, a pan-European fintech. He is a non-executive director on the board of Thunes (Singapore based cross border payments company) and Kushki (Latin American payments company) and is the president of The European Digital Payments Industry Alliance (EDPIA). He was previously on the board of several other leading payments companies globally including StoneCo (Nasdaq: STNE) in Brazil from 2016 to 2022 and Network International Holdings Plc (LSE:NETW) in the Middle East from 2020 to 2021. He was formerly a Partner at Actis, a London-based emerging market private equity firm, where he led multiple landmark fintech investments globally. Prior to his career at Actis, Mr. Mazanderani advised private equity and corporate clients for OC&C Strategy Consultants in London and served as lead strategy consultant for First National Bank based in Johannesburg.

He holds postgraduate degrees in Economics from the University of Pretoria, Oxford University and the London School of Economics, an MBA from INSEAD and a Masters in Business Law from the University of St Gallen

The Board believes that Mr. Mazanderani's international experience in strategy, payments, technology, and private equity provide necessary and desired skills, experience and perspective to our Board.

Dan L. Smith 52 years old Director since 2024	Mr. Smith has been our Group Chief Financial Officer since October 1, 2024. He has held various roles in the financial services sectors in South Africa and the United Kingdom. Mr. Smith is a director of PPC Limited (JSE: PPC), ADvTECH Limited (JSE: ADH) and is an Investment Director at VCP. He founded DLS Advisors in 2020 and was its CEO until joining VCP in 2021, where he was employed until September 2024. Prior to that, he was employed by Standard Bank South Africa for over 25 years, where he accumulated vast corporate finance experience, including heading the Mergers & Acquisitions investment banking team. He holds a Bachelor of Commerce, a Bachelor of Accounting and a Higher Diploma in Taxation Law from the University of Witwatersrand and is a Chartered Accountant (SA). He is a Graduate of the Oxford Fintech Programme from the Said Business School, University of Oxford. He also has an Advavanced Valuation Techniques from the Gordon Institute of Business Science and a Diploma in Strategic Client Management from the UCT Graduate School of Business. The Board believes that Mr. Smith's strong leadership skills, his financial and accounting expertise and experience with corporate transactions and capital markets make him well-suited to serve as a director.

Naeem E. Kola 51 years old Director since 2022	Mr. Kola has been our Group Chief Operating Officer since October 1, 2024, and was previously our Group Chief Financial Officer from March 1, 2022 until September 30, 2024. Mr. Kola has progressively held senior finance roles in Dubai, most notably as Chief Financial Officer of the Emerging Markets Payments Group ("EMP"), a high-growth fintech business that grew materially and successfully concluded and integrated five acquisitions during Mr. Kola's six-year tenure as Chief Financial Officer. Prior to becoming Chief Financial Officer, Mr. Kola was Senior Vice President for Investments, Strategy and Business Planning at EMP. Since the acquisition of EMP by Network International in 2017, Mr. Kola has been an Operations Director and Strategic Advisor to the emerging market private equity firm Actis, where he again focused on fintech businesses. The Board believes that Mr. Kola's financial and accounting expertise and experience with corporate transactions and capital markets make him well-suited to serve as a director.

Steven J. Heilbron 59 years old Director since 2022	Mr. Heilbron has been the Chief Executive Officer of the Connect Group since 2013 and joined us following the acquisition of Connect in the same capacity. Mr. Heilbron has two decades of financial services experience, having spent 19 years working for Investec in South Africa and the UK, where he served as Global Head of Private Banking and Joint Chief Executive Officer of Investec Bank plc. He led a private consortium that acquired Cash Connect Management Solutions (Pty) Ltd ("CCMS") in 2013. Mr. Heilbron has presided over significant organic growth in the rebranded Connect Group, as well as spearheading the successful acquisition and integration of Kazang and EFTpos acquired from the Paycorp Group in February 2020. He is a member of the South African Institute of Chartered Accountants. The Board believes that Mr. Heilbron's strong leadership skills, his deep knowledge and many years of experience within the banking, payments and payment technologies space make him well-suited to serve as a director.

Lincoln C. Mali 56 years old Director since 2021	Mr. Mali has been our Chief Executive Officer: Southern Africa since May 1, 2021. Mr. Mali is a financial services executive with over 25 years in the industry. Until April 2021, he was the Head of Group Card and Payments at Standard Bank Group, having served in many different roles within that organization since 2001. Mr. Mali chaired the board of directors of Diners Club South Africa until April 2021, and was a member of the Central and Eastern Europe, Middle East and Africa Business Council for Visa. Mr. Mali holds Bachelor of Arts (BA) and Bachelor of Laws (LLB) degrees from Rhodes University, an MBA from Henley Management College, various diplomas and attended an Advanced Management Program at Harvard Business School. The Board believes that Mr. Mali's strong relationships and network with key industry players in South Africa and his motivational leadership style make him well-suited to serve as a director.

Antony C. Ball 65 years old Director since 2020	Mr. Ball is co-founder and chairman of Value Capital Partners (Pty) Ltd ("VCP"), a South Africa-based investment firm. Prior to VCP, Mr. Ball co-founded Brait in 1990, a leading South African private equity firm, regarded as a pioneer of private equity in the region, and held various leadership positions, including Deputy Chairman and CEO, between 1998 and 2011 when he left the company. Mr. Ball led Brait's investment in Lesaka in 2004, and served as a non-executive director of the company until 2012. Mr. Ball has a B Comm (Hons) from UCT, is a CA(SA), and completed an M Phil in Management Studies from Oxford University, where he studied as a Rhodes Scholar. The Board believes that Mr. Ball's expertise in private equity, public markets, finance, accounting and corporate governance and broad experience as an officer and director of several publicly-traded companies covering a broad range of industries make him a valuable member of our Board.

Nonkululeko N. Gobodo 63 years old Director since 2021	Ms. Gobodo is the first black female-chartered accountant in South Africa and brings a wealth of accounting and auditing experience from over 35 years of executive experience. She also has extensive experience as a non-executive director, having served on many boards including JSE listed Clicks Group Limited, PPC Limited and Shoprite Holdings Limited, as well as, Mercedes Benz, Imperial, the SA Maritime Authority, and the South Africa Revenue Service audit committee. She is a pioneer in her field, having established her own successful accounting and audit firm during the apartheid era. The firm grew to become SizweNtsalubaGobodo ("SNG"), the largest black accounting firm in South Africa. In 2018, SNG acquired the Grant Thornton South Africa license. In 2016, Ms. Gobodo founded Nkululeko Leadership Consulting, a boutique, black-owned and managed leadership consulting firm based in Sandton and served as its CEO for five years. In May 2021, she started Awakened Global, a movement that is contributing to end racial and gender inequality. She is a recipient of many business and professional awards. She was appointed as the Chancellor of the Walter Sisulu University in April 2023. The Board believes that Ms. Gobodo's experience in finance and audit and knowledge of the South African marketplace provides necessary and desired skills, experience and South African-centric perspective to our Board.

Venessa Naidoo 60 years old Director since 2023	Ms. Naidoo is an experienced non-executive director and currently serves on the boards of both OUTsurance (JSE: OUT), a leading South African insurance company, and RFG Holdings Limited (JSE: RFG) in South Africa. She brings a wealth of experience in finance, launching new technologies, managing rapid international growth, restructures, operating in emerging market economies and currencies, and delivering success in highly competitive environments. She holds a Bachelor of Accounting and Postgraduate Diploma in Accountancy from the University of Durban-Westville and is a Chartered Accountant (SA). She also completed the Harvard Business School and University of the Witwatersrand Senior Executive Programme. The Board believes that Ms. Naidoo's international experience in finance and audit, her entrepreneurial track record are essential qualities required by our Board.

Ekta Singh-Bushell
52 years old
Director since 2018

Ms. Singh-Bushell serves on global technology public and private corporate boards. She is a member of the board and chair of the nominating and governance committee, and technology committee for Huron Consulting Group (NASDAQ: HURN), a global consulting company offering services to healthcare, higher education, and life sciences and commercial industries; ChargePoint, Inc. (NYSE: CHPT), a leading EV charging as a service company, where she is a member of the audit committee; and Cisco (NASDAQ: CSCO), an industry-leading portfolio of technology innovations, which securely connects industries and communities through networking, security, collaboration, cloud management, and other services; where she is a member of the Audit Committee and the Environmental, Social, and Public Policy Committee. She formerly served on the boards of Datatec Limited (JSE: DTC), an international ICT solutions and services group, as Lead Independent Director and Designer Brands Inc. (NYSE: DBI) as a member of the audit, remuneration and nomination committees. From 2016 to 2017, Ms. Singh-Bushell served as deputy to the first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York. Prior to 2016, Ms. Singh-Bushell worked at Ernst & Young, serving in various leadership roles including global IT Effectiveness leader, US innovation & digital strategy leader; and chief Information security officer. Ms. Singh-Bushell is a member of the board of Women's Health Access Matters, a non-profit that supports increased awareness in women's health research, and between 2004 and 2014 she served in various leadership roles for the Asian American Federation. Ms. Singh-Bushell is a Certified Public Accountant and holds advanced international certifications in governance, sustainability, information systems security, audit, and control.

Ms. Singh-Bushell's experience in finance, audit, technology, and cybersecurity, as well as her international experience bring relevant and necessary skills, experience, and perspective to our Board.

In considering Ms. Singh-Bushell's nomination to the Board, the Nominating & Governance Committee of the Board considered all of Ms. Singh-Bushell's Board commitments and determined that they, in the aggregate, do not interfere with her commitments to Lesaka. Moreover, the Committee determined that the knowledge and experience that Ms. Singh-Bushell attains from these additional commitments provide an important dimension to the Lesaka Board, especially in the financial services and technology areas which are all directly relevant to our business.

Dean Sparrow
49 years old
Director since 2024

Mr. Sparrow has over 20 years' experience of investing in Information & Communications Technology businesses in Africa (eight years has been specifically focused on Fintech) with a background in corporate finance. His experience is broad and extends from pure investor to corporate development to hands on responsibility within the senior finance and executive leadership functions at both the operational and corporate levels. As the previous CEO of Capital Eye Investments, Mr. Sparrow was responsible for driving the strategic positioning and growth of the private equity investment vehicle with a focus on technology and technology dependent businesses within the African emerging market. Mr. Sparrow is currently the Group CEO of Crossfin Holdings (RF) (Pty) Ltd ("Crossfin"), a Fintech investment platform, and has held this position since its formation in May 2017. Crossfin had an indirect holding in Adumo Technologies (RF) (Pty) Ltd. He holds a Bachelor of Commerce Degree and Honours in Accounting from the University of South Africa and is a Chartered Accountant (SA).

The Board believes that Mr. Sparrow's leadership, financial technology, private equity and financial and accounting experience provide necessary and desired skills, experience and perspective to our Board.

PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has selected KPMG to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025. A representative of KPMG is expected to be present at the annual meeting. Such representative will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders.

We are asking our shareholders to ratify the selection of KPMG as our independent registered public accounting firm for the fiscal year ending June 30, 2025. Although ratification is not required by our Amended and Restated By-Laws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification as a matter of good corporate practice. In the event our shareholders fail to ratify the appointment, the Audit Committee may reconsider this selection. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our shareholders.

The Board recommends a vote FOR the ratification of the selection of KPMG.

PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are providing you with the opportunity to vote to approve, on an advisory basis, the compensation of our executive officers named in the Summary Compensation Table under "Executive Compensation," to whom we refer as our "named executive officers" or "NEOs". This proposal, which is commonly referred to as "say on pay," is required by Section 14A of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").

The philosophy of our executive compensation program is to link compensation to the achievement of our key strategic and financial goals. Therefore, we reward our executives for their contributions to our annual and long-term performance by tying a significant portion of their total compensation to key drivers of increased shareholder value. At the same time, we believe our program does not encourage excessive risk-taking by management. The "Executive Compensation" section of this proxy statement beginning on page 20, including the "Compensation Discussion and Analysis," describes in detail our executive compensation program and the decisions made by the Remuneration Committee with respect to our fiscal year ended June 30, 2024.

The Board is asking shareholders to cast a non-binding advisory vote on the following resolution:

"Resolved, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the disclosure rules of the U.S. Securities and Exchange Commission (the "SEC"), including the Compensation Discussion and Analysis, compensation tables and narrative discussions, is approved on an advisory basis".

Because your vote is advisory, it will not be binding upon the Board or the Remuneration Committee. However, the Board and the Remuneration Committee value the opinions expressed by our shareholders and will consider the outcome of the vote when considering future executive compensation decisions.

The Board recommends a vote FOR the approval of the compensation of our named executive officers.

PROPOSAL NO. 4: THE APPROVAL OF THE ESOP AND THE SALE OF SHARES OF OUR COMMON STOCK TO THE ESOP TRUST OUT OF AUTHORIZED BUT UNISSUED SHARES

We are asking you to approve an ESOP of Lesaka Technologies, Inc. and the sale of 2,490,000 shares of our common stock to the ESOP out of authorized but unissued shares. On September 23, 2024, our Board of Directors (the "Board") unanimously adopted resolutions approving, subject to shareholder approval, the ESOP for eligible employees as well as the corresponding issuance of shares of our common stock. The ESOP is described throughout the summary below, which is qualified in its entirety by reference to the full text of the trust deed and relationship agreement to be entered into in connection with the ESOP, which are set forth as Exhibit A and Exhibit B, respectively, to this proxy statement.

Purpose

In connection with its approval of the acquisition of the Connect Group, which closed in April 2022, the South African Competition authorities have required us to establish an employee share ownership program that complies with certain design principles ("B-BBEE Transaction"). In keeping with the design principles, the Board wishes to implement the ESOP which will confer a 3% shareholding on qualifying employees.

The B-BBEE Transaction will serve a dual purpose of retaining and incentivizing employees to contribute towards our profitability, growth and success as co-owners. Additionally, the B-BBEE Transaction will contribute positively towards our broad-based black economic empowerment ("B-BBEE") credentials as contemplated in the South African B-BBEE legislation.

Structure of ESOP

The ESOP will subscribe for 2,490,000 shares of common stock from the authorized but unissued shares of our common stock. Immediately after the subscription, the ESOP will own 3% of our issued and outstanding shares, assuming that no additional shares are issued between the date of this proxy statement and the closing of the subscription, including upon the exercise of existing options under our Amended and Restated 2022 Stock Incentive Plan ("2022 Plan").

The ESOP may acquire additional shares in certain corporate actions undertaken by us that affect all our shareholders, for example, in the case of a sub-division of our shares or a rights offer, to the extent that the ESOP has the funds to participate in the rights offer.

The ESOP will be governed by transaction documents which are standard for employee ownership programs in a South African context. The key agreements underpinning the ESOP are the trust deed and the relationship agreement. Our shares to be issued to the ESOP will be held by a trust (the "Trust"). Our employees, including employees of our subsidiaries (the "Group"), who are eligible to participate in the program will be beneficiaries under the Trust. The approximate number of participants in the ESOP will be 2,400.

Effective Date

The implementation of the B-BBEE Transaction is subject to the approval of our shareholders and the approval of the initial trustees of the Trust once the Trust has been registered with the local office of the South African Master's Office. The B-BBEE Transaction will be implemented as soon as practical after the approvals have been obtained.

Subscription Price and NVF

The subscription price payable by the Trust for our shares will be vendor funded by us through a notional vendor funding ("NVF") structure whereby we will provide a notional loan to the Trust representing the fair value of our shares, facilitating the acquisition by the Trust of our shares without requiring any upfront payment by the Trust except for the payment of a nominal value of $ 0.001 per share (which, in the aggregate, is hereinafter after referred to as the "Nominal Aggregate Amount"). The NVF structure will achieve the same economic effect as a traditional loan structure from us to the Trust to enable the Trust to subscribe for shares in us, but without any actual flow of funds from us to the Trust.

A notional amount on the date of issue will be ascribed to each share that the Trust will subscribe for, which will be equal to the fair market value of one of our shares (which is the amount the Trust would have paid for one of our shares in an ordinary course cash transaction with us) less a 10% discount. The principal amount on the NVF loan will accrue interest at a fixed rate of 3% per annum. The NVF will have a 7-year term.

On or about the 7^th anniversary of the implementation date of the ESOP, unless earlier accelerated per the terms of the transaction documents ("Maturity Date"), we will have the option to repurchase a portion of the shares held by the Trust at the Nominal Aggregate Amount to settle the total NVF loan outstanding. The number of shares to be repurchased will be determined by using a formula set out in the transaction documents that considers the total NVF loan outstanding on the Maturity Date and the market value of one of our shares held by the Trust. The purchase consideration that would have been payable for the shares we will repurchase (which is the fair market value we would have paid for the shares in an ordinary course cash transaction with the Trust on the Maturity Date) will be set off against the total NVF loan outstanding. After settlement of the NVF loan, 30% of the remaining shares held by the Trust, if any, will be distributed to eligible employees.

The Trust will hold shares of our common stock. The Trust will therefore be entitled to receive its proportionate share of any dividends and other distributions declared by us to its shareholders and vote its shares held on matters requiring shareholder approval.

Restrictions imposed on the Trust

The transaction documents contain certain restrictions that restrict the powers of the Trust in relation to the sale, transfer or other disposition of its shares held. The Trust's rights to transfer or encumber its shares held, other than to us, will be prohibited in the transaction documents. The Trust may not sell or encumber its shares held without the approval of our Board. Additionally, the Trust will also be restricted from participating in certain corporate actions, for example, the Trust will not be able to sell its shares held to us should we implement a general share buy-back. The restrictions will apply equally to any new shares acquired by the Trust pursuant to a corporate action implemented by us.

Trust Expenses

We will be responsible for all reasonable operating expenses incurred by the Trust until such time as the Trust has sufficient cash resources of its own to settle its operating expenses.

Administration of ESOP

The Trust will be administered by the board of trustees made up of five members nominated by our Board and the participants in the ESOP. Our Board will have the right to nominate two members to the board of trustees. The balance of the trustees, one of which must be an independent trustee, will be nominated by the participants. The nominees appointed to the board of trustees may not be members of our Board or an officer contemplated in Rule 16a-(f) of the Securities and Exchange Act of 1934. The nominees of the participants will need to meet an election criteria to be eligible for nomination which requires participant nominees to have been employed by the Group for a continuous and uninterrupted period of at least three years.

The trustees will have the discretion to determine how the Trust should vote its shares held on matters requiring shareholder approval. The decisions by the trustees will be decided by a majority vote.

Eligibility and Participation

While the ESOP has been established for the benefit of the permanent employees of the Group employed in South Africa, including any non-South African employees that have been issued a permanent residence permit in South Africa, certain employees will, however, be excluded from participating in the ESOP. The excluded employees include employees resident in the United States and members of our executive and senior management.

Employees who have been employed by the Group for a period of 24 Months as of December 31, 2024 will be eligible to participate in the ESOP. New employees who join Lesaka after the implementation of the ESOP or existing employees who were not eligible to participate as of December 31, 2024 will only be eligible to participate in the ESOP after they have been employed for at least 24 months by the relevant Group company.

Qualifying employees will be allocated two classes of units: an "A" unit and a "B" unit. Each class of unit grants a unit holder different distribution rights.

Each participant will be allocated a fixed number of A units, which entitle the unit holder to a portion of the 30% of the shares held by the Trust that may be distributed to participants after the settlement of the NVF on the Maturity Date. A fixed number of A units will be authorized for allocation to existing employees and new employees who are eligible to participate. A units will only be allocated for the term of the NVF.

A units are subject to good leaver and bad leaver provisions. Participants whose employment terminates before the Maturity Date due to retirement, death, or permanent physical, emotional, or mental incapacity will qualify as good leavers and will retain their rights to receive our shares on the Maturity Date. Participants who commit any act justifying dismissal by the Group for cause (including fraud or dishonesty) will be regarded as bad leavers and will forfeit their entitlements arising from the A units upon termination of their employment. Any A units and shares attributable to A units forfeited by participants whose employment has terminated on account of them being bad leavers will be forfeited to us. We may reallocate the A units forfeited by participants to any new qualifying employees who join after the implementation date.

Each participant will be allocated a single B unit, which entitles the unit holder to an equal share of the distributions declared by us to the Trust from time to time. All participants, regardless of whether they qualify as good leavers or bad leavers, will forfeit their B units and will no longer be entitled to receive a share of the distributions declared by us to the Trust after their employment with the Group terminates. The distributions that would have been payable to them will be reallocated equally to the remaining participants.

In terms of the design principles agreed with the South African competition authorities as part of the merger conditions of the acquisition of the Connect Group, we are not permitted to require participants to pay for their units or contribute towards the expenses of the Trust. The units allocated to participants are not transferable.

Distributions Prior to and Following the Maturity Date

Prior to the Maturity Date, to the extent the Trust receives a distribution from us, such as a cash dividend, or otherwise sells our shares, proceeds therefrom will first be used to cover the Trust's tax liabilities and administrative expenses, including the NVF loan in the event that the proceeds are a realized from a sale of any of our shares held by the Trust. Any remaining cash will be distributed to participants, with A Units receiving proceeds based on their relative number of A Units in respect of any distributions realized from any sale of our shares held by the Trust, and B Units receiving equal proportions of any distributions declared by us to the Trust from time to time.

Following the Maturity Date and to the extent that Trust's liabilities, including the NVF loan, have been paid, the Trust will notify A Unit participants of a potential distribution of our shares. Participants must confirm acceptance to receive shares or equivalent cash for fractional shares. We will assist participants in selling shares if cash is selected by a participant, with the relevant participant covering sale costs. If a participant does not accept their distribution within 18 months following the date on which the Trust distributes shares or equivalent cash for fractional shares to participants, they will forfeit their rights. Thereafter the Trust may sell these shares, use the proceeds to pay Trust liabilities, and distribute the remaining balance to A Unit participants as of the Maturity Date.

Termination of the ESOP

The Board may terminate the ESOP at any time. In the event of a termination, the total NVF loan outstanding, if any, will first have to be settled, and the remaining shares, if any, held by the Trust will be distributed to the participants.

Accounting implications of the ESOP

The Trust will be classified as a variable interest entity ("VIE") in which we hold a controlling financial interest. Therefore, the Trust will be consolidated into our consolidated financial statements. Our shares held by the Trust are expected to be treated as treasury shares, meaning they will be deducted from shareholders' equity at the amount for which the Trust had subscribed for these shares. Transactions involving the purchase and sale of our shares between us and the Trust will be recorded within equity, with no profit or loss recognized on these transactions in the consolidated statement operations.

The A units, as described above, represent share-based compensation for participants, entitling them to receive our shares following the Maturity Date (such period from the grant date through the Maturity Date being hereinafter referred to as the "Vesting Period"). An expense and a corresponding increase in equity will be recognized during the Vesting Period. Expenses recognized for A units held by participants who resign or are dismissed for cause (bad leavers) will be reversed upon forfeiture, with a corresponding reversal of the related equity.

The B units, as described above, entitle participants to cash payments as long as they hold the B units. An expense will be recognized on the date B Unit holder participants become entitled to a distribution, with a corresponding liability recorded. This liability will be settled when the Trust pays the cash to the participants.

Vote Required; Recommendation of the Board of Directors

Assuming the existence of a quorum, this Proposal 4 will be approved if the number of shares of our common stock voted in favor of this proposal exceeds the number of shares of our common stock voted in opposition to this proposal.

The Board unanimously recommends a vote FOR proposal 4 to approve the ESOP and the sale of shares of our common stock to the ESOP Trust out of authorized but unissued shares.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE

Our Board typically holds a regular meeting once every quarter and holds special meetings when necessary. During the fiscal year ended June 30, 2024, our Board held a total of five meetings. Each of our directors attended at least 75% of the total number of such meetings and the total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served. We encourage each member of the Board to attend the annual meeting of shareholders, but have not adopted a formal policy with respect to such attendance.

Messrs. Pillay, Heilbron, Kola, Mali, Meyer, and Nkosi and Messes. Gobodo and Naidoo attended last year's annual meeting. The non-employee directors meet regularly without any management directors or employees present. These meetings are held on the day of or the day preceding other Board or committee meetings. The Board annually examines the relationships between us and each of our directors. After this examination, the Board has concluded that Mr. Pillay, and Mses. Gobodo, Naidoo and Singh-Bushell are "independent" as defined under Nasdaq Rule 5605(a)(2) and under Rule 10A-3(b)(1) under the Exchange Act, as that term relates to membership on the Board and the various Board committees. Messrs. Ball and Nkosi are "independent" as defined under Nasdaq Rule 5605(a)(2), as that term relates to membership on the Board and the various Board committees other than the Audit Committee. The Board has determined that Mr. Meyer is not currently independent under Nasdaq Rule 5605(a)(2) and under Rule 10A-3(b)(1) because he was our Group Chief Executive Officer until February 29, 2024.

COMMITTEES OF THE BOARD

The Board has established an Audit Committee, a Remuneration Committee, a Nominating and Corporate Governance Committee, a Social and Ethics Committee and a Capital Allocation Committee (collectively, the "Board Committees"). The current members of our Board Committees are presented in the table below:

Director	Audit Committee	Remuneration Committee	Nominating and Corporate Governance Committee	Social and Ethics Committee	Capital Allocation Committee
Antony C. Ball		X*	X		X*
Nonkululeko N. Gobodo	X			X*
Steven J. Heilbron (#)
Naeem E. Kola (#)
Lincoln C. Mali (#)				X
Ali Mazanderani (#*)					X
S. Venessa Naidoo	X	X
Kuben Pillay (^)		X	X*	X
Ekta Singh-Bushell	X*		X	X
Dan L. Smith (#)
Dean Sparrow					X

# Executive
* Chairperson
^ Lead Independent Director

Audit Committee

The Audit Committee consists of Mses. Singh-Bushell, Gobodo, and Naidoo, with Ms. Singh-Bushell acting as the Chairperson. The Board has determined that Mses. Singh-Bushell and Gobodo are each an "audit committee financial expert" as that term is defined in applicable SEC rules, and that all members meet Nasdaq's financial literacy criteria. The Audit Committee held eight meetings during the 2024 fiscal year. See "Audit Committee Report" on page 46.

The Audit Committee was established by the Board for the primary purpose of overseeing or assisting the Board in overseeing the following:

Audit

the qualifications and independence of our registered public accounting firm
the organization and performance of our internal audit function

Compliance Processes

compliance with SEC and other legal and regulatory requirements
compliance with ethical standards we have adopted
review of our related party transactions

Financial Reporting

the integrity of our financial statements
the accounting and financial reporting processes and the audits of our financial statements
our systems of disclosure controls and procedures and internal control over financial reporting

Risk Management

review of our risk assessment and enterprise risk management process

A copy of our Audit Committee charter is available free of charge on our website, www.lesakatech.com.

Remuneration Committee

The Remuneration Committee consists of Messrs. Ball and Pillay and Ms. Naidoo, with Mr. Ball acting as the Chairperson. The Remuneration Committee held four meetings during the 2024 fiscal year.

The Remuneration Committee has the following principal responsibilities, authority and duties:

Compensation Structure & Strategy

review and approve performance goals and objectives relevant to the compensation of all our executive officers, evaluate the performance of each executive officer in light of those goals and objectives, and set each executive officer's compensation, including incentive-based and equity-based compensation, based on such evaluation
make recommendations to the Board with respect to incentive- and equity-based compensation plans
review and make recommendations to the Board regarding compensation-related matters outside the ordinary course, including, but not limited to, employment contracts, change-in-control provisions and severance arrangements
administer our stock option, stock incentive, and other stock compensation plans, including the function of making and approving all grants of options and other awards to all executive officers and directors, and all other eligible individuals, under such plans
administer our compensation clawback policy
review annually and make recommendations to the Board regarding director compensation
assist management in developing and, when appropriate, recommending to the Board, the design of compensation policies and plans
review and discuss with management the disclosures in our "Compensation Discussion and Analysis" and any other disclosures regarding executive compensation to be included in our public filings or shareholder reports
recommend to the Board whether the Compensation Discussion and Analysis should be included in our proxy statement, Annual Report, or information statement, as applicable, and prepare the related report required by the rules of the SEC

Human Resources & Workforce Management

generally oversee our human resources and workforce management programs

A copy of our Remuneration Committee charter is available free of charge on our website, www.lesakatech.com.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Messrs. Pillay, Ball and Ms. Singh-Bushell, with Mr. Pillay acting as the Chairperson. The Nominating and Corporate Governance Committee held four meetings during the 2024 fiscal year.

The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

Corporate Governance

review our Corporate Governance Guidelines annually and recommend changes, as appropriate, for review and approval by the Board
make recommendations regarding proposals submitted by our shareholders
establish and monitor procedures by which the Board will conduct, at least annually, evaluations of its performance

Board Composition

monitor the composition, size and independence of the Board
establish criteria for Board and committee membership and recommend to our Board proposed nominees for election to the Board and for membership on each committee of the Board
monitor our procedures for the receipt and consideration of director nominations by shareholders and other persons and for the receipt of shareholder communications directed to our Board
make recommendations to the Board regarding management succession planning and corporate governance best practices

A copy of our Nominating and Corporate Governance Committee charter is available free of charge on our website, www.lesakatech.com.

Social and Ethics Committee

The Social and Ethics Committee consists of Mses. Gobodo and Singh-Bushell and Mr. Pillay, with Ms. Gobodo acting as the Chairperson. The Social and Ethics Committee held three meetings during the 2024 fiscal year.

The Social and Ethics Committee was established to provide oversight of social and ethical matters related to our company and to ensure that we are and remain a committed socially responsible corporate citizen.

A copy of our Social and Ethics Committee charter is available free of charge on our website, www.lesakatech.com.

Capital Allocation Committee

The Capital Allocation Committee consists of Messrs. Ball, Meyer and Sparrow, with Mr. Ball acting as the Chairperson. The Capital Allocation Committee held four meetings during the 2024 fiscal year.

The principal duties and responsibilities of the Capital Allocation Committee are as follows:

Capital Allocation

review and make recommendations to the Board regarding major investment proposals and capital allocations
monitor the execution of approved acquisitions and review the performance of completed acquisitions

Investment Management

establish, oversee and periodically review the performance of our investments
ensure appropriate independent advice is sought in relation to major investments

A copy of our Capital Allocation Committee charter is available free of charge on our website, www.lesakatech.com.

BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK

Board Leadership

Our Board is led by Mr. Mazanderani, who serves as our Executive Chairman. Mr. Pillay serves as the Board's Lead Independent Director. Our Board believes this leadership structure effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. It gives primary responsibility for our operational leadership shareholder engagement, and strategic direction to our Executive Chairman, while Mr. Pillay facilitates our Board's independent oversight of management, promotes communication between senior management and our Board about issues such as management development and succession planning, executive compensation, and our performance, engages with other key stakeholders, and leads our Board's consideration of key governance matters.

The Board's Role in Risk Oversight

Managing risk is an ongoing process inherent in all decisions made by management. The Board discusses risk throughout the year, particularly at Board meetings when specific actions are considered for approval. The Board has ultimate responsibility to oversee our enterprise risk management program. This oversight is conducted primarily through various committees of the Board as described below.

The Audit Committee has direct oversight of and actively assists the management team's process in identifying, assessing, prioritizing and developing action plans to mitigate the material business, operational and strategic risks affecting us.

Furthermore, the Audit Committee directly provides oversight of risks relating to the integrity of our consolidated financial statements, internal control over financial reporting and the internal audit function. The Remuneration Committee oversees the management of risks related to our executive compensation program. The Nominating and Corporate Governance Committee oversees the management of risks related to management succession planning.

REMUNERATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our Remuneration Committee has at any time been one of our officers or employees. None of our executive officers serves or in the past has served as a member of the Board or Remuneration Committee of any entity that has one or more of its executive officers serving on our Board or our Remuneration Committee.

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee regularly assesses the appropriate composition, size and independence of the Board, and whether any vacancies are expected due to change in employment or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The Nominating and Corporate Governance Committee will consider shareholder recommendations for candidates for the Board in the same manner it considers nominees from other sources. In evaluating such recommendations, the Nominating and Corporate Governance Committee will use the qualifications standards described above and will seek to achieve a balance of knowledge, experiences and capabilities on the Board.

The Nominating and Corporate Governance Committee also reviews and determines whether existing members of the Board should stand for re-election, taking into consideration matters relating to the number of terms served by individual directors, the ability of an individual director to devote the appropriate level of time and attention to Board duties in light of other positions the individual director holds (including other directorships) and the changing needs of the Board. We do not have a limit on the number of terms an individual may serve as a director on our Board.

The Nominating and Corporate Governance Committee reviews with the Board the skills and characteristics required of Board members. Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee consider a candidate's independence, as well as the perceived needs of the Board and the candidate's background, skills, business experience and expected contributions. At a minimum, members of the Board must possess the highest professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

We believe that our board, as a group, have a balanced level of competencies and capabilities as demonstrated in the table below and our Nominating and Corporate Governance Committee considers each non-employees particular skill set when constituting its board committee. More detailed information on each of our director's experience, qualifications and skills is described in their biographies included above under Proposal No. 1:

The Nominating and Corporate Governance Committee may also take into account the benefits of diversity in candidates' viewpoints, backgrounds and experiences, as well as the benefits of constructive working relationships among directors. Other than as set forth in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity.

The below table reflects the board diversity matrix in accordance with Nasdaq Listing Rule 5605(f)(4):

Board Diversity Matrix (as of our record date on September 25, 2024)

Total number of directors:	12


Part I: Gender identity	Female	Male	Non-Binary	Did not disclose gender
Directors	3	9	0	0

Part II: Demographic Background
African American or Black	1	2	0	0
Alaskan Native or Native American	0	0	0	0
Asian	2	3	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	0	3	0	0
Two or More Races or Ethnicities	0	1	0	0
LGBTQ+	0
Did Not Disclosure Background	0

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Any shareholder who wishes to communicate directly with the Board may do so via mail, facsimile or e-mail, addressed as follows:

Lesaka Technologies, Inc.
Board of Directors
P.O. Box 2424
Parklands, 2121, South Africa

E-mail: phillipe.welthagen@lesakatech.com

Shareholders engaging with us are required to include their name and address in any such written or e-mail communication and also indicate whether the sender is a shareholder of our company. The corporate secretary shall transmit any communication to the Board, or individual director(s), as applicable, as soon as practicable upon receipt. Absent safety or security concerns, the corporate secretary shall relay all communications, without any other screening for content.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted a set of Corporate Governance Guidelines. We will continue to monitor our Corporate Governance Guidelines and adopt changes as necessary to comply with rules adopted by the SEC and Nasdaq, and to conform to best industry practice. This monitoring will include comparing our existing policies and practices to policies and practices suggested by various groups or authorities active in corporate governance and the practices of other public companies. A copy of our Corporate Governance Guidelines is available free of charge on our website at www.lesakatech.com.

CODE OF ETHICS

The Board has adopted a written code of ethics, as defined in the regulations of the SEC. We require all of our directors, officers, employees, contractors, consultants and temporary staff, including Messrs. Mazanderani, Kola, Heilbron and Mali, and other senior personnel performing similar functions, to adhere to this code in addressing the legal and ethical issues encountered in conducting their work. Our code of ethics requires avoidance of conflicts of interest, compliance with all laws and other legal requirements, conduct of business in an honest and ethical manner, integrity and actions in our best interest. Directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the code.

The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We currently have such procedures in place. A copy of our code of ethics is available free of charge on our website at www.lesakatech.com.

SHARE OWNERSHIP GUIDELINES

Our share ownership guidelines apply to our Executive Chairman and certain other executive officers. Our Executive Chairman is expected to own shares in our company that have a value of four times his annual base salary and our other executive officers are expected to own shares that have a value of two times their annual base salary. Shares may be owned directly by the individual, owned jointly with or separately by the individual's spouse, or held in trust for the benefit of the individual, the individual's spouse or children. Unvested time-based equity awards acquired through our stock incentive plan are included in the computation of share ownership. Our non-employee directors are not required to own shares in our company under our share ownership guidelines policy. We believe that this aligns with shareholding practices applicable to non-employee directors in South Africa.

COMPENSATION OF DIRECTORS

Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal 2024, our non-employee directors received compensation as described below.

Name	Fiscal 2024 Total Fee Arrangement ($)⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Stock Options ($)	Other ($)⁽²⁾	Total ($)
Antony C. Ball	160,000	160,000	-	-	24,000	184,000
Nonku N. Gobodo	154,500	154,500	-	-	23,124	177,624
Javed Hamid⁽³⁾

SEC Form DEF 14A filed by Lesaka Technologies Inc.