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Results of Lesaka June 3, 2024 Special Meeting of Shareholders
Lesaka Technologies, Inc.
Registered in the state of Florida, USA
(IRS Employer Identification No. 98-0171860)
Nasdaq share code: LSAK
JSE share code: LSK
LEI: 529900J4IZMWV4RDEB07
ISIN: US64107N2062
("Lesaka," or the "Company")
Results of Lesaka June 3, 2024 Special Meeting of Shareholders
Option award to Ali Mazanderani
On June 3, 2024, at a special meeting of shareholders (the "Special Meeting") of Lesaka, the shareholders of the Company
approved the grant of a stock option ("Option Award") to Mr. Ali Mazanderani, the Company's Executive Chairman,
pursuant to a stock option agreement, as further described in the Company's definitive proxy statement for the Special
Meeting filed with the Securities and Exchange Commission on April 22, 2024 (the "2024 Proxy Statement").
Below is an overview of the Option Award.
Award Terms Details
Option Award 4,000,000 stock options.
Equity Type Options to acquire common stock.
Exercise Prices 1,000,000 stock options at an exercise price of US$6.00 per share;
1,000,000 stock options at an exercise price of US$8.00 per share;
1,000,000 stock options at an exercise price of US$11.00 per share;
1,000,000 stock options at an exercise price of US$14.00 per share.
Exercise Date Mr. Mazanderani may only exercise the vested Option Award after January 31, 2028.
Expiration Date January 31, 2029.
Employment Requirement Vesting of the Option Award is subject to Mr. Mazanderani's continuous employment
as Executive Chairman through January 31, 2026.
Termination of No acceleration of vesting upon termination of employment, death or disability.
Employment
Change in Control of the No automatic acceleration of vesting upon a change in control of the Company.
Company
Exercise Methods Exercise Methods:
1. Cash: exercise price is paid in cash or cash equivalent upon exercise of options.
2. Tender of Stock: if permitted by the Company, by tender to the Company of
shares held by Mr. Mazanderani, including shares deliverable upon exercise of
the Option Award.
3. Broker-Assisted Cashless Exercise.
4. By any other means acceptable to the Company.
5. A combination of the foregoing.
Clawback The Option Award is subject to the Company's clawback policy, as in effect from time
to time.
The Option Award was previously approved, subject to shareholder approval, by the Board. The summary of the Option
Award contained herein is qualified by and subject to the full text of the Option Award, which was included as Appendix
A to the 2024 Proxy Statement and is attached as Exhibit 10.1 to the Company's Form 8-K filed with the United States
Securities and Exchange Commission on June 3, 2024.
Amendment to Amended and Restated Stock Incentive Plan
On June 3, 2024, at the Special Meeting, the shareholders of the Company approved an amendment to the Company's
Amended and Restated Stock Incentive Plan (the "Plan") to increase the number of shares authorized for issuance under
the Plan by 3,000,000, as further described in the 2024 Proxy Statement.
The amendment to the Plan was previously approved, subject to shareholder approval, by the Board. The summary of the
amendment to the Plan contained herein is qualified by and subject to the full text of the amendment to the Plan, which was
included as Appendix B to the 2024 Proxy Statement and is attached as Exhibit 10.2 to the Company's Form 8-K filed with
the United States Securities and Exchange Commission on June 3, 2024.
Summary of voting results at Special Meeting
The following is a summary of the voting results for each matter presented to shareholders at the Special Meeting held on
June 3, 2024.
Proposal No. 1—To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the grant of a stock
option to Mr. Ali Mazanderani, our Executive Chairman, pursuant to a stock option agreement
The grant of the Option Award was approved and the votes cast were as follows:
Votes cast
For Against Abstain
37,833,315 2,659,068 38,437
Proposal No. 2—To approve an amendment to our current Amended and Restated Stock Incentive Plan to
increase the number of shares of our common stock authorized for issuance by 3,000,000
The amendment to the Company's Plan was approved and the votes cast were as follows:
Votes cast
For Against Abstain
37,662,353 2,831,772 36,695
About Lesaka (www.lesakatech.com)
Lesaka Technologies, (LesakaTM) is a South African Fintech company that utilizes its proprietary banking and payment
technologies to deliver superior financial services solutions to merchants (B2B) and consumers (B2C) in Southern Africa.
Lesaka's mission is to drive true financial inclusion for both merchant and consumer markets through offering affordable
financial services to previously underserved sectors of the economy. Lesaka offers cash management solutions, growth
capital, card acquiring, bill payment technologies and value-added services to retail merchants as well as banking, lending,
and insurance solutions to consumers across Southern Africa.
Lesaka has a primary listing on NASDAQ (NasdaqGS: LSAK) and a secondary listing on the Johannesburg Stock Exchange
(JSE: LSK). Visit www.lesakatech.com for additional information about Lesaka Technologies (LesakaTM).
Investor Relations Contact:
Phillipe Welthagen
Email : phillipe.welthagen@lesakatech.com
Mobile: +27 84 512 5393
FNK IR:
Rob Fink / Matt Chesler, CFA
Email: lsak@fnkir.com
Johannesburg
June 3, 2024
Sponsor:
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 03-06-2024 03:34:00
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