Sasfin : South African Securitisation Programme (RF) Limited Annual Financial Statements for the year ended 30 June 2023

South African Securitisation

Programme (RF) Limited

(Registration number:1991/002706/06)

Annual Financial Statements for the year ended 30 June 2023

In terms of section 29(1)(e)(ii) of the Companies Act, No 71 of 2008 as amended, we confirm that these annual financial statements were prepared under the supervision of Harriet Heymans CA(SA), Financial Director of Sasfin Bank Limited, and have been audited in compliance with the requirements of sections 29(1)(e)(i) and 30(2)(a) of the Companies Act, No 71 of 2008 as amended.

South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Corporate details

Country of incorporation and domicile	South Africa
Directors	DP Towers (Chair)
	E Deiner
	D Govender
	B Harmse
Registered office	140 West Street
	6th Floor
	Sandton
	Johannesburg
	2196
Postal address	PO Box 95104
	Grant Park
	Johannesburg
	2051
Controlling entity	Sasfin Bank Limited
Ultimate holding entity	The Company is wholly owned by The South African Securitisation
	Issuer Owner Trust, a trust set up solely for the purposes of holding
	the ordinary shares of the Company. The trustee of the trust is
	Stonehage Fleming Corporate Services (Pty) Ltd. The Company is
	controlled, administered, and managed by Sasfin Bank Limited in
	accordance with IFRS.
Auditor	PricewaterhouseCoopers Inc (PwC)
Company Secretary	Stonehage Fleming Corporate Services Proprietary Limited
Company registration number	1991/002706/06
Tax reference number	9664004711
Debt sponsor	Sasfin Bank Limited
Calculation agent	Sasfin Bank Limited
Transfer agent	Sasfin Bank Limited
Paying agent	Sasfin Bank Limited
Publish date	23 November 2023

South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Contents

The reports and statements set out below comprise the annual financial statements presented to the shareholder.

Index		Page
Directors' responsibility statement	...........................................................................................................................	1
Company Secretary's certification	...........................................................................................................................	2
Directors' report	3
Audit committee report ………………………………………………………………………………………………………..5
Independent auditor's report………………………………………………………………………………………………….8
Statement of financial position	17
Statement of profit or loss and other comprehensive income	18
Statement of changes in equity	19
Statement of cash flows	20
Notes to the financial statements	21
Glossary	87
Legal entity terminology used in this report
Company:	South African Securitisation Programme (RF) Limited
Controlling company:	Sasfin Bank Limited
Group:	Sasfin Holdings Limited and its subsidiaries
Administrator:	Sasfin Bank Limited
Servicer	Sasfin Bank Limited

South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Directors' responsibility statement

The Board of Directors (the Board) of South African Securitisation Programme (RF) Limited (the Company) is responsible for the preparation and fair presentation of the Directors' report and the annual financial statements of the Company including significant accounting policies and other explanatory notes.

The annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRS® Accounting Standards) as issued by the International Accounting Standards Board (IASB), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act, No 71 of 2008, as amended (Companies Act).

The Board is also responsible for such internal controls as they deem necessary to enable the preparation of these annual financial statements and for maintaining adequate accounting records and an effective system of risk management.

The Company has been established as a structured entity for Sasfin Bank Limited and is deemed to be controlled by Sasfin Bank Limited ("Sasfin Bank") in accordance with IFRS® Accounting Standards. Consequently, the day-to-day management and oversight of SASP are the responsibility of Sasfin Bank. The Board therefore place reliance on the management and governance by the Sasfin Group in the execution of its duties and obligations towards SASP.

The Sasfin Group is responsible for the controls and the security of Sasfin's website and, where applicable, for establishing and controlling the process for electronically distributing the annual financial statements and other financial information to shareholders. The examination of controls over the maintenance and integrity of the Sasfin's website is beyond the scope of the audit of the financial statements. However, we accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. However, if we do become aware of any subsequent amendments, we will notify the directors of the Sasfin Group that the financial statements no longer correspond with the manually signed financial statements.

Based on its own monitoring and oversight as well as assurance obtained from management, the Board is of the view that an effective internal financial control environment exists to support the integrity of the annual financial statements. Where weaknesses were identified, specifically on system-related controls and processes, the adequacy and design of compensating controls instituted by management were considered and found to be adequate and effective.

The Board has a reasonable expectation that the Company will have adequate resources to continue in operational existence and as a going concern in the financial year ahead.

It is the responsibility of the independent auditor to report on the fair presentation of the annual financial statements.

The annual financial statements for the year ended 30 June 2023 were approved by the Board on 23 November 2023 and are signed on its behalf by:

D Govender	DP Towers
Director	Director
23 November 2023	23 November 2023

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South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Company Secretary's certification

We hereby certify, in terms of section 88(2)(e) of the Companies Act, that South African Securitisation Programme (RF) Limited has filed all returns and notices required by the Companies Act with the Companies and Intellectual Property Commission for the financial year ended 30 June 2023, and that all such returns and notices as required of a public company are true, correct and up to date.

Stonehage Fleming Corporate Services Proprietary Limited

Company Secretary

23 November 2023

2

South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Directors' report

The directors have pleasure in submitting their report on the annual financial statements of South African Securitisation Programme (RF) Limited (the Company) for the year ended 30 June 2023.

1. Nature of Business
   The Company is a securitisation structured entity created solely to acquire equipment finance agreements from the Sasfin Holdings Limited Group of Companies.
2. Financial results
   The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS® Accounting Standards) and the requirements of the Companies Act, No 71 of 2008. Full details of the financial position, results of operations and cash flows of the Company are set out in these annual financial statements.
   During the period under review, the Administrator further strengthened its operational, IT and financial processes, controls and capabilities. Through this process, it was identified that certain transactions had not been correctly accounted for in prior periods. As noted in the Company Audit Committee Report, the review confirmed that there were errors affecting the prior periods that required restatement as set out in Note 30. These prior period errors impacted the opening retained earnings for the 2022 financial period and certain line items in the Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive income and Statement of Cashflows. The combination of the changes referred to above contributed to the late publication of the annual financial statements. The Board is confident that the unique circumstances which impacted our year end process are unlikely to recur in future and the Company will be able to meet its reporting timelines as it has done in the past.
3. Directorate and Changes to the Board The Directors of the Company are:

D Govender	Non-Executive
DP Towers	Independent Non-executive
E Deiner	Independent Non-executive
B Harmse	Independent Non-executive

4. Company Secretary

Maitland Group South Africa Limited was appointed as Company Secretary on 1 October 2011. Stonehage Fleming acquired the corporate services business of Maitland during the previous financial year with Stonehage Fleming Corporate Services Proprietary Limited continuing as Company Secretary.

Postal address	PO Box 781396
	Sandton
	Johannesburg
	2146
Business address	54 Glenhove Road
	Melrose
	Johannesburg
	Gauteng
	2196

5. Share Capital

Ordinary Share Capital

There have been no changes to the authorised or issued ordinary share capital during the year under review.

Preference Share Capital

There have been no changes to the authorised or issued preference share capital during the year under review.

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South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Directors' report … continued

1. Ultimate Holding Entity
   The Company is wholly owned by The South African Securitisation Issuer Owner Trust, a trust set up solely for the purposes of holding the ordinary shares of the company. The trustee of the trust is Stonehage Fleming Corporate Services (Pty) Ltd.
   The company is controlled, administered and managed by Sasfin Bank Limited in accordance with IFRS Accounting Standards.
2. Dividends
   The company declared, and paid preference share dividends of R20 million (2022: R40 million) during the current financial year.
3. Directors' Emoluments
   Three directors of the Company are employed by independent external service providers and are remunerated by their respective employers on a separate basis. The remaining director is employed and remunerated by Sasfin Bank Limited. There was no remuneration or benefit paid directly to the directors or by any company within the Group for services provided in their capacity as directors of the Company, other than as disclosed in note 22.1.
4. Significant events during the reporting period
   Management has assessed the current economic environment, which is being impacted by high inflation, rising interest rates as well as geopolitical issues such as the conflict in Ukraine and the Middle East. The Company's operations and financial statements have been largely unaffected by the factors mentioned but the risks will continue to be monitored on an on-going basis by the Company's executive management team.
5. Special Resolutions
   No special resolution were passed during the year.
6. Corporate Governance
   The principles of the King Code on Corporate Governance (King IV Code™) as applied to all companies in the Sasfin Group, are equally applied in the governance of the Company. An explanation of how the King IV Code™ principles are applied in the Group can be found on the Sasfin website, www.sasfin.com/investor-relations/#results-and-reports.
7. Subsequent events
   The Board is not aware of any material events that occurred after the reporting date and up to the date of this report, apart from those mentioned in note 31 (Subsequent events) to the Annual Financial Statements.
8. Going concern
   The directors believe that the company has adequate financial resources to continue in operation for the foreseeable future and accordingly the annual financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the company is in sound financial position and that it has access to sufficient cash resources and borrowing facilities to meet its foreseeable cash requirements. The directors are not aware of any new material changes that may adversely impact the company. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or any pending changes to legislation which may affect the company.

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South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Audit committee report

1. Members of the Audit Committee
   The members of the audit committee are all independent non-executive directors of the Company and are:
   Members
   B Harmse (Chairman) E Deiner
   DP Towers
   The Committee is satisfied that the members thereof have the required knowledge and experience as set out in Section 94(5) of the Companies Act, Regulation 42 of the Companies Regulations, 2011 and principle 8.55 of King IV.
2. Meetings held by the Audit Committee
   The audit committee performs the duties laid upon it by Section 94(7) of the Companies Act by holding meetings with the key role players on a regular basis and by the unrestricted access granted to the external auditor.
   For the period under review, the Committee met four times, on 18 August 2022, 18 May 2023, 27 October 2023 and 16 November 2023.
3. Specific Functions of the Committee Financial Reporting
4. • Have regard to all factors and risks that may impact on the integrity of the annual financial statements, including factors that may predispose the Servicer and Administrator to present a misleading picture, significant judgements and reporting decisions made, monitoring or enforcement actions by a regulatory body, any evidence that brings into question previously published information, forward-looking statements or information;
   • Evaluated the adequacy and effectiveness of the internal financial controls and reporting processes, supported by the work of the Internal Audit function and other assurance providers. Where weaknesses were identified, specifically on system-related controls and processes, the adequacy and design of compensating controls instituted by Sasfin was considered. The Committee satisfied itself as to the overall adequacy and operating effectiveness of the internal financial control environment. During the year, Sasfin initiated a remediation programme to address compliance and internal financial control related deficiencies identified. The Board of Sasfin subsequently constituted a sub-committee (Board Remediation Oversight Committee) to oversee the adequate and effective implementation of the remediation plans, progress of which will be reported to the Committee on an ongoing basis;
   • Review the annual financial statements, interim reports, preliminary or provisional result announcements, summarised integrated information, any trading statements and similar documents;
   • Comment on the annual financial statements, the accounting practices and the effectiveness of the internal financial controls;
   • Recommend to the Board the engagement of an external assurance provider as may be provided for in the Transaction Documents; being the Memorandum of Incorporation of the company, the trust deed of the legal owner and all contracts, agreements, addendums to contracts and agreements and other memorandums governing the rights and obligations of the Company and its counter parties; and
   • Recommend the annual financial statements for approval by the Board.

External Audit

The Committee is responsible for recommending the appointment of the external auditor and to oversee the external audit process and in this regard the Committee must after consultation with the Servicer and Administrator:

• Nominate the external auditor for appointment by the shareholders;
• In line with section 92 of the Companies Act, Mr. Vincent Tshikhovhokhovho, the previous audit engagement partner, has rotated off the Sasfin audit after a tenure of five consecutive financial years. The Committee considered and recommended to the Board and shareholders the appointment of Mr Costa Natsas as the new designated audit partner for approval;
• Approve the terms of engagement and remuneration for the external audit engagement;
• Monitor and report on the independence of the external auditor in the annual financial statements;
• Define a policy for non-audit services provided by the external auditor in the annual financial statements;
• Pre-approvethe contracts for non-audit services to be rendered by the external auditor;
• Ensure that there is a process for the Audit Committee to be informed of any Reportable Irregularities (as identified in the Auditing Profession Act, 2005) identified and reported by the external auditor in respect of the company;
• Review the quality and effectiveness of the external audit process;

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South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Audit committee report … continued

• Consider whether the audit firm and, where appropriate, the individual auditor that will be responsible for performing the functions of auditor, are accredited as such on the JSE list of Auditors and their advisors as required by the JSE Limited Listings Requirements; and
• Recommend for re-election PricewaterhouseCoopers Inc (PwC) as the audit firm, with Costa Natsas as the engagement partner, for shareholder approval.
• The Committee is satisfied that PwC is independent of the Company, and the partner who is responsible for signing the Company's Annual Financial Statements, as set out in section 94(8) of the Companies Act, has the requisite skills and expertise. This included consideration of:
  o The representations by PwC to the Committee including the auditor's suitability assessment in terms of the JSE
  Listing Requirements.
  o The independence of PwC not being impaired as set out by IRBA as well as other regulatory and internal processes within the audit firm.
  o Policies and controls regarding non-assurance services provided by PwC.

The Company's external auditor is PwC. Fees paid for audit and other services are approved by the Committee.

Internal Audit

The Committee may, if deemed necessary interact with the internal audit function of the Servicer and Administrator in as far as same relates to and may impact the Company in respect of:

• Financial reporting risks;
• Internal financial controls;
• Fraud risks as it relates to financial reporting; and
• IT risks as it relates to financial reporting.

For clarity, the internal audit function does not report to the Committee, but forms part of the Servicer and Administrator's responsibilities in terms of their relevant appointments and related agreements.

Combined Assurance

The Committee will, if applicable, ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities, and in particular the Committee should:

1. • Ensure that the combined assurance received is appropriate to address all the significant risks facing the Company; and
   • Monitor the relationship between the external assurance providers and the Company.
2. Financial Risk Management
   The Company's financial risk management is governed by the financial risk management framework, policies and procedures implemented and maintained by the Sasfin Group.
3. Annual Confirmations of Key Functions for the year
   Financial control and financial reporting
   The Committee reviews the annual financial statements and dividend declarations and recommends those to the Board for approval. This role includes an assessment of the accounting policies and key assumptions applied in the preparation of the financial statements, as well as dealing in technical reporting matters. In doing so, the Committee also confirmed compliance of the annual financial statements with IFRS and the JSE Debt Listings Requirements. Further, consideration has been given to the Proactive Monitoring report to ensure the integrity of the financial information in the annual financial statements. Lastly the Committee confirms that it has assessed and confirms the appropriateness of the going concern basis for the preparation of the annual financial statements and the solvency and liquidity tests in support of financial assistance and distributions.
   During the period under review, the administrator and servicer became aware that certain prior period transactions may not have been correctly accounted for. A review to identify and quantify these confirmed that there were errors affecting prior periods that required restatement and/or reclassifications as set out in Note 30. These have been independently reviewed by Internal Audit.

6

South African Securitisation Programme (RF) Limited

(Registration number: 1991/002706/06)

Annual financial statements for the year ended 30 June 2023

Audit committee report … continued

The prior period errors have impacted the opening retained earnings for the 2021 and 2022 financial periods and required the restatement of certain line items in the Consolidated statements of financial position, profit or loss and other comprehensive income and cash flows for the 2022 financial period.

Accounting for sale of assets from Bank to SASP

An accounting assessment in accordance with IFRS 9 Financial Instruments was performed for the transfers of financial assets from Bank to SASP as part of the securitisations. This was a complex assessment and concluded that the transfers of these financial assets (i.e loans and advances) by the Bank to SASP do not meet the IFRS 9 derecognition requirements for current and prior years even though legally there is a 'true sale'. Therefore, on transfer, the Bank continues to recognise these loans and advances ('securitised loans and advances') and a corresponding intercompany financial liability ('securitisation liability') for the consideration received. SASP will not recognise the transferred loans and advances. Instead, it recognises an intercompany financial asset ('intercompany loans from securitised assets') which is measured based on the underlying loans and advances. This assessment resulted in a restatement in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

1. The Audit Committee can confirm that:
2. • Resources have been utilised efficiently; and
   • The internal controls have been effective in all material aspects throughout the year under review, and where weaknesses have been found adequate remedial action has been taken and/or compensating controls have been implemented;
   • Proper accounting records have been maintained;
   • Controls have ensured that the Company's assets are safeguarded; and
   • The skills, independence, audit plan, reporting and overall performance of the external auditor is acceptable.
3. Annual Financial Statements The Committee has:
4. • Reviewed and discussed the audited annual financial statements with the external auditor and Directors;
   • Reviewed the external auditor's management letter and management's response thereto; and
   • Reviewed significant adjustments resulting from external audit queries and any unadjusted audit differences (where applicable).

The Audit Committee is satisfied with the work performed by the Financial and Executive Directors of the administrator and servicer, with which the day-to-day management and oversight of SASP resides.

On behalf of the Audit Committee

B Harmse

Audit Committee Chairman

23 November 2023

7