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Dear Shareholder, The Board of Directors of RHT Holding Ltd (“RHT” or the “Company”) is pleased to present its Annual Report for the year ended 30 June 2017. This Report was approved by the Board of directors at a meeting held on 27 September 2017. On behalf of the Board of Directors of RHT, we invite you to join us at the Annual Meeting of the Company which will be held on 12 December 2017 at 10.30 hours at RHT House, 15/15 A Gordon Street, Rose Hill. We look forward to seeing you. Yours sincerely, Mr. Paul C.K.F Ah Leung Dr. Sidharth Sharma Chairperson Group Chief Executive Officer

Give way inside Notice of Annual Meeting to Shareholders 04 About the Group 06 RHT Holding Ltd | Annual Report 2017 | Leadership through innovationCorporate Information 08 Chairperson’s Message 10 Group Chief Executive Officer’s Report 12 Group Financial Highlights 15 Mobility 16 Statement of Compliance 18 Statement of Directors’ Responsibilities 19 Chairman of the Corporate Governance, Nomination and Remuneration 20 Committee’s Message Corporate Governance Report 22 Secretary’s Certificate 60 Statutory Disclosures 61 Financial Statements 3 62

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationNotice of Annual Meeting to Shareholders Notice is hereby given that the Annual Meeting of Shareholders of the RHT Holding Ltd (the “Company”) will be held at RHT House, 15/15A Gordon Street, Rose Hill, Mauritius on the 12 December 2017 at 10.30 hours to transact the following business in the manner required for the passing of ORDINARY RESOLUTIONS: 1. Presentation of the Group CEO on the Group activities for the financial year ended 30 June 2017. 2. To consider and approve the minutes of proceedings of the last Annual Meeting of Shareholders held on 14 December 2016. ORDINARY RESOLUTION I. “RESOLVED that the minutes of proceedings of the last Annual Meeting of Shareholders held on 14 December 2016 be hereby approved.” 3. To consider the Annual Report of the Company for the year ended 30 June 2017. 4. To receive the report of the auditors of the Company. 5. To consider and adopt the audited financial statements of the Company for the year ended 30 June 2017. ORDINARY RESOLUTION II. “RESOLVED that the audited financial statements of the Company for the financial year ended 30 June 2017 be hereby adopted.” 6. T o appoint as Director of the Company to hold office until the next Annual Meeting, Ms. Meha DESAI who has offered herself for election. ORDINARY RESOLUTION III. 7. T o re-appoint, by way of separate resolutions, as Directors of the Company to hold office until the next Annual Meeting, the persons listed at IV. to XI. below who offer themselves for re-election. ORDINARY RESOLUTIONS IV. to XI. “RESOLVED that the following persons be hereby re-appointed as Directors of the Company.” IV. Mr. Paul C. K. F. AH LEUNG V. Mr. Ravindra GOBURDHUN VI. Mr. Uday GUJADHUR VII. Mr. Yoosuf Mohamed KUREEMAN VIII. Mr. Gilbert Patrick Stephane LEAL IX. Mr. Kamil PATEL X. Dr. Sidharth SHARMA XI. Mr. Van Man SIN KWOK WONG 8. To re-appoint ERNST & YOUNG as auditors of the Company to hold office until the next Annual Meeting of shareholders and to authorise the Board of Directors to fix their remuneration. ORDINARY RESOLUTION XII. “RESOLVED that ERNST & YOUNG be hereby re-appointed as the auditors of the Company to hold office until the next Annual Meeting and to authorise the Board of Directors to fix their remuneration.” BY ORDER OF THE BOARD, Navitas Corporate Services Ltd Company Secretary 4 10 November 2017  

Notes: RHT Holding Ltd | Annual Report 2017 | Leadership through innovation (a) A shareholder of the Company entitled to attend and vote at this meeting may appoint a proxy (whether a shareholder or not) to attend and vote on his/her behalf. (b) The instrument appointing the proxy or any general power of attorney should reach the Company Secretary, Navitas  Corporate Services Ltd, Navitas House, Robinson Road, Floréal (Attention: Mrs. Vidou Seetaram), not less than twenty-four (24) hours before the start of the meeting and in default, the instrument of proxy shall not be treated as valid. (c) For the purpose of this Annual Meeting, the Directors have resolved, in compliance with Section 120(3) of the Companies Act 2001, that the shareholders who are entitled to receive notice of the meeting shall be those shareholders whose names are registered in the share register of the Company as at 17 November 2017. 5

We aspire to be one of Mauritius’ MISSION VISION most valuable Company through innovation, world classRHT Holding Ltd | Annual Report 2017 | Leadership through innovation performance and a clear focus on each of your business segments. To be a trendsetter offering an outstanding level of service that meets the highest environmental and social standards. About thGe ROUP RHT Holding Ltd initially started its operations in 1952 under the name Rose Hill Transport Ltd, operating in public transport in Mauritius. During its years of operation in the bus services sector, Rose Hill Transport Ltd has established itself as the leader on the market. In 2006, with a view to diversify the activities of the Rose Hill Transport Group, the Company was listed on the DEM Market and in 2008, the Group was restructured so as to separate its activities into different clusters. Subsequently, in 2010, the Shareholders of the Company resolved to change the name of the Group from Rose Hill Transport Ltd to RHT Holding Ltd. Although public transport remains the core activity of the Group, operating under the name of RHT Bus Services Ltd, the Group had diversified its activities in corporate venturing, investment in properties and investment in shares of blue-chip companies trading on the Stock Exchange of Mauritius as well as in International Funds. On the 7 September 2015, RHT Holding Ltd also became a member of the SEMSI Index of the Stock Exchange of Mauritius which seeks to promote the best companies in Mauritius which actively work towards a more sustainable business environment for all its stakeholders. The RHT Group is now entering a crucial phase. With the advent of the Metro project, the Company is poised to re-invent itself and to transition to markets that offer better margins. 6

1954 Pathway Official launch of Rose Hill Transport Ltd. 1965 Introduction of automatic transmission gear. 1972 1990 Difficult time during the national strikes. Recruitment of first lady RHT was the only bus transporter providing conductor, driver and traffic a service despite a ban by the unions. officer. 1998 Introduction of GPS technology in all RHT buses. 2001 RHT listed on the Development & Enterprise Market of Stock Exchange of Mauritius. 2005 First trial of electronic fare payment. 2010 RHT was probably among the few companies in the world to introduce FREE WIFI on its buses. 2015 2011 RHT Holding Ltd | Annual Report 2017 | Leadership through innovation RHT joined the prestigious SEMSI Launching of Etoile Card. (Stock Exchange of Mauritius Sustainability 2013 Index) as one of its 15 constituents. Launch of Smartline on Route along with the Obtained ISO 9001: 2008 Certification. Introduction of semi low floor buses. Trip Planner MobileApp for Bus tracking. Incorporation of ICL Zambia, subsidiary of RHT Ventures. 2016 2014 Launching of Fleet Pro. Awarded the Mauritius Business Re-introduction of the Excellence Award. Introduction of Chef on the bus Concept. double decker bus. Launching of mychauffeur.mu. 2017 7 Launching of Filao card. Procurement of buses with engine of EURO IV norm.

Registered office 32 (Ex 14) Hugnin Road, Rose Hill, Mauritius Company registration number C893 Date of Incorporation 27 April 1954 Board of Directors Paul C.K.F Ah Leung - Chairperson Sidharth Sharma - Group Chief Executive Officer Van Man Sin Kwok Wong - Executive Director Ravindra Goburdhun - Executive Director Nayan Sharma Stéphane Leal Kamil Patel Yoosuf Kureeman Uday Kumar Gujadhur Company Secretary Navitas Corporate Services Ltd External Auditor Ernst & Young Level 9, Tower 1, NeXTeracom, Cybercity, Ebene, Mauritius Internal Auditor PwC Mauritius 18, Cybercity Ebène, Réduit 72201, Mauritius RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Principal Bankers The Mauritius Commercial Bank Ltd The State Bank of Mauritius Ltd Barclays Bank Plc Corporate Share Registrar MCB Registry and Securities Ltd 8 information

RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 9

Chairperson’s Message Dear Shareholder, On behalf of the Board of Directors, I am pleased to present “Change is the only the Annual Report of RHT Holding Ltd (the “Company”) for the constant in life”. year ended 30 June 2017. Famous quotes from the Greek Philosopher Heraclitus One of the famous quotes from the Greek Philosopher Heraclitus, is “change is the only constant in life”. Indeed this is Indeed this is the the “way of life” of RHT Group and more than ever before the “way of life” Group needs to keep up with its motto “Leadership through Innovation” as this is the only way it can circumvent (if not of RHT Group benefit from) the effects of change. With the advent of the “metro-express” project with its impact and influence on the Mauritian Macro-Economic environment, the Group has had to completely review its strategic roadmaps at every level, from Corporate to Business units, while taking special care to involve the functional and operational units so that the whole Group is completely engaged in our strategic initiatives. It is important for all our stakeholders but even more for you, our shareholder, to know and understand that despite the fact that the Group has traditionally been associated with the challenging public transportation industry, RHT Group operates in other industries and business activity segments. As a matter of fact, the Group’s Business Unit Managers, under the leadership of our Group CEO, are pursuing the diversification and related growth strategies across the Group’s investments and ventures portfolios as well as across the product and services offerings in the markets RHT has chosen to serve. RHT Holding Ltd | Annual Report 2017 | Leadership through innovation RHT Investments Ltd still remains the main revenue earner and asset carrier of the Group. It holds a rather substantial stake in the Mauritius Commercial Bank Ltd stocks but has also been pursuing its diversification strategy and as previously reported, around 10% of the portfolio, as at date, has been invested in foreign Exchange-Traded Funds (ETF). The Board of RHT Investments Ltd continues investigating in the viability of investing in other multi-class and other structured investment products. RHT Investments Ltd has reported a capital gain in excess of 120% on Mauritius Commercial Bank Ltd stock. Transport and Micropayment System Ltd (TMSL) (previously known as Algorithmix Co. Ltd) operating under RHT Ventures Ltd and has affiliated with Tap to Pay (Hong Kong). The contactless “Filao Card” family was launched in June 2017 after all the necessary technical assessments were successfully performed and all required clearances secured from the authorities and other regulatory institutions. It is projected that by end of 2017, the target of 5,000 “Filao Card” users will be attained. TMSL is very hopeful that this 10 means of fast and secure payment will be extended to other public transport operators. TMSL has actually acquired invaluable experience in this field and is on its way to becoming the preferred mode of contactless payment in the public transportation industry.

GROUP TURNOVER GROUP PROFIT DIVIDEND PER SHARE Rs 255.2M Rs 37.8M Rs 1.15 The launch of the Double Decker on the 7 of September prime sites at Gordon Street. 2016 was a huge success. The re-introduction of the Double Decker bus is very much in line with the Group’s Financial performance vision to lead through Innovation and to make of RHT Bus Services Ltd a strong and reliable public transportation This year’s Group results indicate an improvement in a brand. context where Mauritius is confronted with several major challenges, especially in the field of public transportation Indeed in a survey carried out by TNS Analysis in July and with the advent of the Metro-Express project. August 2017, in terms of Brand Awareness, the RHT Brand was favoured by 60% of the interviewed respondents, in The Group’s turnover showed a slight improvement from terms of Brand Usage, the RHT Brand was ahead at 70% Rs241.5M last financial year to Rs255.2M in the financial and with respect to Brand Preference, the RHT Brand year ended 30th June 2017 and a worthy improvement in stood at 83%. This is a very strong indication of the Brand profit from Rs14.2 M in 2016 to Rs37.8 M this year. The net Value of RHT. asset value per share of the Company has improved from Rs49.89 to Rs59.25 which is a 5-year record high. However, it must also be pointed out that the recent bus Our public transportation segment is unfortunately the RHT Holding Ltd | Annual Report 2017 | Leadership through innovation acquisitions made by the main competitors of RHT Bus area that will still require more energy and attention. We Services Ltd and a slight, but noticeable, negative change in have been witnessing a constant drop in ridership of about ridership behaviour, seem to have unfavourably impacted 2 to 2.5 % monthly over a few months, competition on our the results of RHT Bus Services Ltd by an estimated fall of lines is indeed very fierce. 3.8% in traffic receipts. Dividend The Company’s financial situation has been further aggravated with the 12% increase in wages as at August The total dividend declared in the financial year ended 30 2016. In the face of these challenges, the company is June 2017 is Rs1.15 per share as compared with Rs1.05 per putting in place a strategy based on “operational efficiency” share last year. It is worth noting that the amount declared to address the situation, and is contemplating various in 2017 is also a 5-year record high. As in previous years, steps such as, inter-alia, improving fleet usage through a the dividend declared has been made possible essentially double shift system, which should bring a further decrease through dividends received through RHT Investments Ltd, in operational costs. which remains the main revenue earner of the Group. Island Communications Ltd (“ICL”), a fully owned subsidiary Acknowledgements of RHT Ventures Ltd is performing well and is steadily progressing in its market and product diversification On behalf of the Board of Directors, I would like to thank the strategy. ICL successfully launched its subsidiary in Zambia, Group’s management team and staff for their dedication as a new market, in September 2016 and is strongly and engagement in the face of the challenges ahead. I also pursuing its product diversification. Indeed iCare has wish to reiterate the trust and the confidence of the Board brought Rs1.3M to the company’s top line. of Directors in the Group’s Executives and the Group’s Management in the achievement of the Group’s Vision and ICL showed a turnover of Rs24.9M, of which about 10% in the implementation of the right strategic approaches was generated from non-GPS activities. ICL contributed a for the benefit of our community, clients, employees, and very decent profit before tax of Rs3.4M shareholders. RHT Properties Ltd concluded the purchase of 4 acres Paul C.K.F Ah Leung 11 of land at Richelieu with a view to build a new bus depot. Chairperson The idea, as reported, is to allow the company to unlock 27 September 2017 higher value for its land assets on Hugnin Street whereby the company is presently considering various real estate development options. RHT Properties Ltd is also progressing with its mix use building project on one of its

Group Chief Executive Officer’s Report Brand usage for RHT BS is 70% with our closest competitor at 13% Turning challenges into opportunities Dear Fellow Shareholder, business processes so that the company can tap in higher RHT Holding Ltd | Annual Report 2017 | Leadership through innovation margins and a greater market share. Highlights RHT BS has officially written to the government along with the The financial year ended 30 June 2017 was marked with the United Bus Services Ltd to express its interest to participate in announcement of the launch of the Metro Express project. We the Special Purpose Vehicle (SPV), alongside an international view this project as an opportunity to reorganise the transport operator, to run the Metro. sector and make it an important pillar of the economy. We believe having the local bus operators involved in the Metro The first phase of the project will be from Rose-Hill to Port- operations will allow greater integration and optimisation Louis and the first train is expected to be flagged in September of the system (Metro lines, feeder lines, terminals, longer 2019. RHT Bus Services Ltd (‘’RHTBS’’) will be allowed to retain distance routes) as a whole. 50% of its current fleet on its existing routes. It is has also been proposed that a number of new routes and a feeder network In line of the Group strategy, the umbrella RHT brand is will be provided to the company. now being put forward in sales and marketing activities of significance. RHT Holding Ltd (“RHT HL”) is in the process of In light of these significant changes in the operating engaging a brand management firm to rework the identity environment of the flagship company, RHT BS has engaged of the Group in a manner that highlights its strengths. We Haute Performance, a strategy consultancy firm with expertise want to be perceived as an investment company with focus in in transport and logistics from South Africa to help elaborate a transport by potential investors. 12 new business model. As a constituent of the sustainability (SEMSI) index of the The overall objective is to identify new areas of the value Stock Exchange of Mauritius we have a greater responsibility chain where RHT BS can reposition itself and re-engineer the in decarbonising our operations. In this respect, PV cells on

the roof top at the depot have been installed, which will reduce meeting took place on the 25th of October. We are confident our dependency on the national grid further. As of now we are that this measure and the rebranding exercise will stimulate recycling our used oil, tyres, batteries, electronic equipment and further interest for our stock. plastic bottles. Results We are now focused on a greater challenge, which involves the introduction of electric buses. The government has announced RHT HL saw an increase of 5.7% in turnover, which rose to that it will be providing a green subsidy as per the COP 21 Rs255.2M. Investment income, which amounted to Rs35.4M is initiative and we hope these funds will help us achieve our goal. not recognised in the topline. Profits for the year increased Despite a good dividend yield and a strong balance sheet, the from Rs14.2M last financial year to reach Rs37.2M for the year share price remained depressed in the financial year period. ended 30 June 2017. Similarly, shareholder’s interest rose from Rs606.7M to Rs720.6M. The company has taken the decision to hold analyst meetings regularly to disseminate the corporate results and share the The turnover of RHT BS for the year ended June 2017 was stable ongoing development projects at the Group level. The first at Rs222.2M. Traffic receipts fell down by 3.8% in the face of Profits RHT Holding Ltd | Annual Report 2017 | Leadership through innovation for the year increased 13 from Rs14.2M to Rs37.2M

Group Chief Executive Officer’s Report depressed petrol price and a greater presence of illegal We look forward operators on our network. The company, however, managed to delivering to turn a profit of Rs 6.8M compared to a loss of Rs993K in the further innovative previous financial year. The company is focused on increasing services and a operational efficiency and as such a better performance is strong financial expected in the new financial year. performance for the coming year RHT Investments Ltd (“RHT IL”) benefitted from the good RHT Holding Ltd | Annual Report 2017 | Leadership through innovation performance of its equity portfolio. Gains arising from financial assets held for trading stood at Rs28.9M, interest income was at Rs5.7M, dividend income brought in Rs18.2M and profits on trading was at Rs 17.1M. Total income for the company stood at Rs70.2M for the financial year ended compared to Rs40.5M for the previous year. Profits increased from Rs34.9M to Rs67.7M representing a progress of around 100%. The outlook for the new financial year is positive since the company continues to invest in high quality assets. Revenue for RHT Properties Ltd (“RHT PL”) remained stable at Rs2.9M although interest expense increased from Rs3.9M to Rs6.7M on the back of two properties purchased on Hugnin road and Richelieu. The development projects have had to be put on hold again given the uncertainty associated with the new fleet composition once the Metro is rolled out. Despite the weak performance of RHT PL our land assets remain a safe refuge to weather any downturn in financial markets. RHT Ventures Ltd (“RHT VL”) is a holding for all the new startups of RHT Group. The company revenue stream is majorly dependent on dividends from subsidiaries until a partial or complete exit is effected. For the year ended the company had an income of Rs540K, which is comparable to the previous financial year. Losses for the period under review stood at Rs2.8M as compared to Rs1.5M last year. The proposed partial exit in some ventures did not materialize as the timing was not appropriate. The prospects for RHT VL look promising in the new financial year since mychauffeur Ltd (“MyC”) and Transport and Micropayment System Ltd (“TMSL”) have achieved traction in their respective markets. Concluding remarks We are excited about the future as we hope to turn current challenges into opportunities. We look forward to delivering further innovative services and a strong financial performance for the new financial year. I would like to thank you for your support and confidence in our company. Dr. Sidharth Sharma 14 Group Chief Executive Officer 27 September 2017

Group Financial Rs255.2M Highlights Group Revenue RHT Bus Services Ltd. RHT Bus Services Ltd. Rs37.2M Revenue Profit for the year Group Profit Rs222.2M Rs6.8M Rs1.15 Dividend per Share RHT Investments Ltd RHT Investments Ltd Rs3.06 Profit for the year Total assets Earnings per Share Rs67.7M Rs707.5M Rs934.8M Total Assets RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Island Communications Ltd mychauffeur Ltd Rs59.25 Revenue Revenue Net Asset Value per Share Rs24.9M Rs13.3M Rs25.00 15 Share Price

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationMobility enjoyable, safer & shorter journey Mobility Report Over the past two decades, the number of vehicles on the roads of Mauritius has risen at an alarming rate (from 186,000 to 510,000) whilst the infrastructure has not kept pace. The standard of living has improved tremendously and Mauritius has now the distinction of being classified as a high middle income country. It is interesting to note that whilst the public transport industry weighs Rs5 Billion, the sales of cars exceeds Rs7Billion annually. This is largely attributable to the fact that cars have been made more affordable with the lower excise duties. As more people are travelling by cars and a significant proportion of public transport users are resorting to the services 16 offfered by illegal operators, this has the effect of putting pressure on the topline of bus companies. The other important issue the industry is facing is that of congestion, which is not only restricted to urban areas but now also in some rural areas. Bus trip times during peak period have become unpredictable and in the process weakening the value proposition of public transport.

Over the past 2 decades number of vehicles in Mauritius has increased at an alarming rate 510,000 186,000 RHT BS reinvents itself to become stronger and seeks to become more efficient by diversifying in new niches In the face of these important challenges Mauritius is now at a crossroad with respect to solutions available for a sustainable public transport network. The Metro Express project has been identified as an alternative means of transport for the country and the first phase will be a reality within the next two years. This new landscape is seen as an opportunity by RHT BS to reinvent itself and to become a stronger organisation. The company seeks to become more efficient and diversify in new niches with higher margins. One such opportunity is the “last mile” of a journey, which is usually covered by foot but where illegal operators thrive. It will now RHT Holding Ltd | Annual Report 2017 | Leadership through innovation be possible for feeder buses to provide commuters with a door to door service, allowing them to complete their journey in less time. New services such as bike sharing are also expected to take off as the overall public infrastructure is improved. Until now, the majority of commuters have been paying by cash for their travel. Payment can now be made via smartcards, which renders the journey shorter, enjoyable and safer. Smartcards can be used not only on buses but also on the trains. The filao card of TMSL is expected to lead this new cashless revolution in the transport sector. Other innovations we foresee in the sector include of the greater use of smartphones and user friendly apps. A commuter has the possibility to plan his journey in an efficient and cost-effective manner by synchronising different modes of transportation. He may order a vehicle (car, taxi, micro bus, motorcycle) to pick him at any location. The Trip Planner, an app that RHT developed can provide the best route option along with the estimated trip time. With the increasing population of cars the impact of green house gases on the environment is a concern. In most European countries, public transport consists of hybrid and electric vehicles. Some countries like the United Kingdom, France and Germany will introduce laws that will forbid vehicles that run on fossil fuel be manufactured in a foreseeable future. As a responsible transporter, RHT BS is discussing with government on subsidies that will make the introduction of electric buses in the country feasible. On a different note and with respect to an issue, which is close to our heart. Mobility for disabled people remains a challenge 17 especially if they wish to travel by public transport. As a responsible transporter RHT has purchased a bus with a mobility ramp, which has yet to be commissioned due to authorisation from the regulator. We hope the introduction of this bus will raise further awareness on the problems faced by people with reduced mobility.

Statement of Compliance (Section 75 (3) of the Financial Reporting Act 2004) Name of Public Interest Entity (‘PIE’): RHT Holding Ltd Reporting Period: Financial year ended 30 June 2017 On behalf of the Board of Directors of RHT Holding Ltd (the “Company”), we confirm that, to the best of our knowledge, the Company has complied with all of its obligations and requirements under the new National Code of Corporate Governance for Mauritius (2016) (the “new Code”). It is to be noted that even though the new Code is effective as from the reporting year ending 30 June 2018, the Board of Directors of the Company has resolved to adopt an earlier compliance with the new Code and has thus drafted its Report in line with the eight principles of the new Code. Paul C.K.F Ah Leung Dr. Sidharth Sharma Chairperson Group Chief Executive Officer RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 18

Statement of Directors’ Responsibilities The Directors acknowledge their responsibilities for: (i) Adequate accounting records and maintenance of effective internal control systems; (ii) The preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the results of its operations and cash flows for that period and which comply with International Financial Reporting Standards (IFRS); (iii) The selection of appropriate accounting policies supported by reasonable and prudent judgements. The external auditors are responsible for reporting on whether the financial statements are fairly presented. The Directors report that: • Adequate accounting records and an effective system of internal controls and risk management have been maintained; • Appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently; • International Financial Reporting Standards have been adhered to. Any departure in the interest in fair presentation has been disclosed, explained and quantified; • The Code of Corporate Governance has been adhered to. Approved by the Board of Directors on 27 September 2017 and signed for and on its behalf by: Paul C.K.F Ah Leung Dr. Sidharth Sharma Chairperson Group Chief Executive Officer RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 19

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationChairman of the Corporate Governance, Nomination and Remuneration Committee’s Message Dear Shareholders and valued Partners, I am extremely delighted to present to you this report on corporate governance for this last financial year. The Board of RHT Holding Ltd is a Board transparently elected in the annual general meeting by the shareholders of the company. It assumes full responsibility for leading and controlling the organisation and for meeting, to the best of its knowledge, all requirements laid down by law in the Republic of Mauritius. As a public interest entity, the Board of Directors has made a concerted effort to be an example and to become early adopters of the new Code for Corporate Governance in its belief that good governance is not simply a matter of compliance but also acts as a lever for growth and sustainability. It has followed the guidance notes to the Code closely and has paid careful attention to each principle found therein. The Board of RHT Holding Ltd has sought to be as transparent and complete as possible in its disclosures and in its reporting. All Board policies and documents are reviewed by the Corporate Governance Committee on an annual basis. I wish to thank the Board and especially the members of the Corporate Governance, Nomination and Remuneration Committee, the Company Secretary and the Company for its work and commitment this year towards excellence in corporate governance. On behalf of the Committee, Mr. Uday Gujadhur Chairman Corporate Governance, Nomination and Remuneration Committee 20

“Good governance is not simply RHT Holding Ltd | Annual Report 2017 | Leadership through innovation a matter of compliance but also acts as a lever for growth and 21 sustainability ”

Corporate Governance Report This report is laid out in the same order of the eight principles of The following key governance documents are available on the the Code for ease of reference: company website: Principle One • Code of Ethics Governance Structure • Board Charter • Organisation chart All organisations should be headed by an effective Board. These documents have been drafted with the skills, knowledge Responsibilities and accountabilities within the organisation and expertise of the Board who has not only been fully involved should be clearly identified. but has unanimously approved these important documents and seek to adhere to them by spirit and by letter. The Board takes its fiduciary responsibilities very carefully. Each director is appointed with the understanding of the amount of time and care that they will need to devote to the Board and to the organisation in order for it to prosper. RHT HOLDING LTD HUGNIN PROPERTY RHT RHT PROPERTIES DEVELOPMENT INVESTMENTS LTD LTD LTD 100% 100% 100% RHT FUND RHT Holding Ltd | Annual Report 2017 | Leadership through innovation MANAGEMENT LTDa 100% RHT SYSTEMS INDIA PRIVATE LTD 100% a Under process of winding up MYCHAUFFEUR LTD b T ransport and Micropayment Systems Ltd changed name 100% to Transport and Micropayment Systems Ltd 1 on 1 March 2017 c Algorithmix Ltd changed name to Transport and Micropayment 22 Systems Ltd on 1 March 2017. d Transport and Micropayment Systems Ltd and Transport and Micropayment Systems Ltd 1 were amalgamated on 1 August 2017

Group Structure RHT FLEET PRO ADVANCE BUS SERVICES SERVICES LTD INSTITUTE OF MOTORING LTD LTD 100% 100% 100% RHT ICL RHT Holding Ltd | Annual Report 2017 | Leadership through innovation VENTURES LTD ZAMBIA 100% LTD TRANSPORT AND 100% E MICROPAYMENT ISLAND Subsidiaries of RHT Holding Ltd SYSTEM LTD 1b,d Subsidiary of RHT Properties Ltd COMMUNICATIONS Subsidiaries of RHT Bus Services Ltd 100% LTD 100% SHOWBIZZ TRANSPORT AND ONE ADVERTISING Subsidiaries, Associate and ENTERTAINMENT MICROPAYMENT LTD Investment in Security of RHT Ventures Ltd LTD 100%SYSTEM LTD c,d 12.82% Subsidiary of Island 50% Communications Ltd 23

Corporate Governance Report Key Governance Responsibilities The Board takes particular note of the following key governance positions which are critical to the Board performing against its strategy and achieving a high level of good governance: Chairperson of the Board The position of the Chairperson of the Board is to hold as key responsibilities the following: 1. T he Chairperson of the Board of Directors provides leadership to the Board to ensure it functions effectively. The Board believes that it is in the best interests of all stakeholders for the Board to have the flexibility to determine the most qualified and appropriate individual to serve as Chair of the Board and to ensure that the candidate is an independent director; 2. Plan the Board’s annual schedule of meetings and agendas, in consultation with the Group Chief Executive Officer, Company Secretary and other directors as appropriate; 3. Coordinate with the Company Secretary to ensure that the Board receives the appropriate quantity and quality of information in a timely manner to enable it to make informed decisions; 4. Chair all meetings of the Board and ensure that meetings are conducted efficiently and effectively 5. Call special meetings, when required; 6. Facilitate full and candid Board discussions, ensure all directors exercise their skills, knowledge and expertise on key Board matters and assist the Board in achieving a consensus; 7. Develop teamwork and a cohesive Board culture and facilitate formal and informal communication with and among directors; 8. Help ensure that action items established by the Board are tracked and appropriate follow-up action is taken as necessary; 9. Make recommendations to the Nominating and Corporate Governance Committee as to Committee membership and Committee Chairs, for approval by the Board; 10. W ork with committee chairs to ensure that each committee functions effectively and keeps the Board apprised of actions taken; 11. Be authorised to attend all committee meetings, as appropriate; 12. Chair annual and special meetings of shareholders; 13. Collaborate with the Nomination and Corporate Governance Committee in identifying and recruiting new Board members; 14. C ollaborate with the Nomination and Corporate Governance Committee on the performance and structure of the Board of Directors and its committees, including the performance of individual directors; 15. Ensure that an annual Board evaluation exercise is carried out; and 16. Maintain a close working relationship with the Group Chief Executive Officer and any other key senior staff. Group Chief Executive Officer The Group Chief Executive Officer (GCEO) is responsible for leading the development and execution of the Company’s long term strategy with a view to creating shareholder value. The GCEO’s leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company’s long and short term plans. The GCEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The GCEO also communicates on behalf of the Company to shareholders, employees, Government authorities, other stakeholders and the public. RHT Holding Ltd | Annual Report 2017 | Leadership through innovation The position of the GCEO is to hold as key responsibilities the following: 1. To lead, in conjunction with the Board, the development of the Company’s strategy; 2. To lead and oversee the implementation of the Company’s long and short term plans in accordance with its strategy; 3. T o ensure the Company is appropriately organized and staffed and to have the authority to hire and terminate the employment of staff as necessary to enable it to achieve the approved strategy; 4. To ensure that expenditures of the Company are within the authorised annual budget of the Company; 5. To assess the principal risks of the Company and to ensure that these risks are being monitored and managed; 6. To ensure effective internal controls and management information systems are in place; 7. To ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and ethically; 8. T o ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business; 9. To act as a liaison between management and the Board; 10. To communicate effectively with shareholders, employees, Government authorities, other stakeholders and the public; 11. T o keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place and that the GCEO and management of the Company are adequately informed; 12. T o ensure that the Directors are properly informed and that sufficient information is provided to the Board to enable the 24 Directors to form appropriate judgments; 13. To ensure the integrity of all public disclosure by the Company; 14. In concert with the Chairman and Company Secretary, to develop Board agendas; 15. To request that special meetings of the Board be called when appropriate; 16. In concert with the Chairman and Company Secretary, to determine the date, time and location of the annual meeting of

Corporate Governance Report Key Governance Responsibilities (Cont’d) shareholders and to develop the agenda for the meeting; RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 17. to sit on some committees of the Board where appropriate as determined by the Board; and 18. to abide by specific internally established control systems and authorities, to lead by personal example and encourage 25 all employees to conduct their activities in accordance with all applicable laws and the Company’s standards and policies, including its Environmental, Social, and Health & Safety policies. Chairman of the Audit and Risk Committee The Chairman of the Audit and Risk Committee works in close co-operation with, and provides support and advice to, the Chairman of the Board. He has the following additional responsibilities: 1. To provide risk expertise to the Audit and Risk Committee; 2. To ensure compliance with the terms of the regulatory framework in Mauritius to act for the Audit and Risk Committee; 3. To chair the Audit and Risk Committee; 4. To guide and advise the Board in the approval of the annual report and accounts and an appropriate risk management framework; 5. To understand the accounting procedures, key internal controls and risk management in order to assure the Board that the Company’s financial integrity is sound; 6. To ensure that the Company has an appropriate reserves policy; 7. To agree with the Chairman of the Board and Group Financial Controller a reporting format for the Board, ensuring that the objectivity and independence of the Chair of the Audit and Risk Committee is not compromised; 8. To ensure that an update report of each Audit and Risk Committee meeting is presented to the Board; 9. To ensure that the report and accounts are properly audited, and that accepted recommendations of the external auditors are implemented; 10. To ensure that accepted recommendations of the internal audit reports are implemented; 11. T o meet the external auditor and, where relevant, the internal auditor independently from the GCEO and Finance Director, at least once a year; and 12. T o ensure that appropriate risk management training for Directors and senior management is available and effective.  Chairman of the Corporate Governance, Nomination and Remuneration Committee The Chairman of the Corporate Governance, Nomination and Remuneration Committee works in close co-operation with, and provides support and advice to, the Chairman of the Board. He has the following additional responsibilities: 1. Provide expertise in the areas of corporate governance, nominations and executive remuneration; 2. To ensure the Board is up to standard with global and national good governance standards; 3. Be a champion for good governance; 4. Ensure that the policies around remuneration and nomination are regularly upheld and transparently adhered to by the Board; 5. With the Chairman of the Board, oversee succession planning at the Board level and with the committee, present recommendations to the Board on successors; 6. To ensure that an update of each corporate governance committee meeting is presented to the Board; 7. To ensure that the Board receives regular and ongoing training and development; 8. Oversee the production of the company’s annual report each year; and 9. To ensure that an independent evaluation is carried out each year and that the recommendations from that evaluation are implemented. Other Key Governance Positions Group Financial Controller Reporting to the GCEO, the Group Financial Controller has the following responsibilities: 1. Proactively manage cash flows in a leveraged environment; 2. Manage financial capital; communicate capital requirements/ implications of business decisions to GCEO, merchandisers and BOD; 3. Conduct meaningful proactive analysis to improve key business decisions focusing on management of working capital; 4. Grow equity value – increase gross profit and reduce debt; 5. Ensure efficient capital expenditures and minimises taxes; 6. With direction from the Board, define the financial strategy; 7. Provide useful financial insights to help make better decisions about formulating and executing business strategy; 8. Establish internal control processes required to manage and grow the business; 9. Anticipate and correct problems in advance; 10. Drive the annual budget process and the monthly reporting;

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationCorporate Governance Report Other Key Governance Positions (Cont’d) Group Financial Controller (Cont’d) 11. Manage and lead IT organisation creating an IT competitive advantage for the business; 12. Effectively lead the finance / accounting team by hiring and retaining top-grade talent; 13. Develop and coach existing team and proactively replace underperformers as needed; 14. Develop and implement a risk management policy; 15. Ensure controls are in place to manage commodity positions and trading; 16. Develop processes and disciplines around monitoring and assessing risk in positions; 17. Expand financial reporting systems to determine daily and weekly gross profit estimates; 18. Drive effective internal and external communication interactions; 19. Effectively manage sponsor, bank, Board of director and financial advisor relationships; 20. Manage the fiduciary responsibility of the Group Financial Controller 21. Lead the financial evaluation of mergers and acquisition candidates; 22. Structure, negotiate, and finalize purchase agreements; and 23. Lead systems integration efforts. Human Resource Manager Reporting to the GCEO, the Group Human Resource Manager has the following responsibilities: 1. Assists the GCEO in providing leadership and direction for the organisation and its employees regarding personnel matters by managing a comprehensive human resource administration including recruitment, employment, and retention services, benefits management and counselling, salary administration and job evaluation, training and development, records management, departmental budgeting, labour and employee relations, succession planning, and human resource information systems; 2. C oordinates with functional leads within Human Resources to ensure efficient and effective collaboration to effectively support the organisation’s various initiatives; 3. Ensures consistent and equitable application of personnel policies and government regulations throughout the organisation by helping to advise senior managers about the applicable policies and regulations and enforcing the labour rules and regulations of the Organisation; 4. Manages and administers the staff employee service awards recognition program; 5. Counsels employees and supervisors regarding disciplinary and grievance procedures by providing information on personnel policies and regulations, recommending a plan of action, and resolving misunderstandings; 6. Develops and recommends personnel policies, practices, and procedures for approval by the GCEO and Board by determining causes of personnel concerns, reviewing and analysing reports and surveys, applicable regulations, professional literature, and statistical data concerning all aspects of personnel administration; 7. R eviews and analyses data to evaluate the effectiveness of existing HR processes and recommends improvements or actions as appropriate; 8. Contributes to the enhancement of the quality of the work environment within the Organisation by advising and leading the implementation of various programs and managing complex projects, including automating and maintaining operations and processing systems, communicating relevant information about programs and services to all levels of management throughout the Organisation, working with consultants and vendors, interpreting policies and state and federal laws, and working with advisory committees to conduct studies analysing the pros and cons of new and alternative initiatives; 9. Designs and develops new HR processes to improve the efficiency of HR operations and administration and recommends new approaches/procedures to effect continual improvement of operations performed; 10. Promotes a positive image of the Organisation by participating in community organisations, as well as national, state and local professional associations; 11. R epresents the department and serves as a resource by participating on various Organisation committees including Healthcare Plans Review, Equal Opportunity Advisory, and Permanent Residence Advisory committees; 12. Promotes effective employer-employee relations with bargaining unit employees by helping to provide direction on contract interpretations and participating in labour negotiations and grievance resolutions with relevant labour representatives and unions. 13. Assists in managing the group HR budget; 14. Contributes to a work environment that encourages knowledge of, respect for, and development of skills to engage with those of other cultures or backgrounds; 15. Remains competent and current on best Human Resources practices through self-directed professional reading, developing professional contacts with colleagues, attending professional development courses, and attending training and/or courses as directed by the GCEO; and 16. Contributes to the overall success of the Organisation by performing all other duties and responsibilities as assigned. 26

Corporate Governance Report Senior Management Team 1. James Fong Shao (FCCA) 4. Devarajen Adiapen Group Financial Controller Group Procurement Manager RHT Holding Ltd RHT Holding Ltd James Fong Shao is the Group Financial Controller of RHT Holder of a BA in Business Administration since 1998 from City RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Holding Ltd since July 2013. He has been appointed Director College UK, and a post graduate diploma in HRM since 2012, of 4 subsidiaries, namely, mychauffeur Ltd, FleetPro Services Mr. Adiapen joined RHT Group in May 1998 and is currently Ltd, ICL (Zambia) Ltd and Advance Institute of Motoring Ltd. the Group Procurement Manager, whereby he manages the group procurement needs. Devarajen is also the chairman of James previously worked with Deloitte for 20 years, first as Health and Safety committee since 2003. an Auditor and then as a Consultant on various assignments ranging from financial due diligence, preparation of business Devarajen is a member of the Association of Business plans, fraud investigation and preparation of strategic plan Executive UK. amongst others. He also acts as local consultant for GFATM in 2010. 5. Deepika Ramkoosalsing-Auckloo Group Project Executive 2. Brinda V. Chellapermal RHT Holding Ltd Group Human Resource Manager RHT Holding Ltd Deepika Ramkoosalsing-Auckloo is the Group Project Executive of RHT Group. She oversees all projects at the group Joining the HR Team of RHT Group in 2016 as Group HR level. Deepika joined RHT Group in 2014 and since then, she Manager, Brinda Chellapermal has over 22 years of experience occupied successively the function of Quality Assurance in HR Management with a specialization in HR Executive Executive, Transport Planner and currently Group Project providing guidance and leadership to senior managers. Her Executive. Deepika has 7 years of working experience whereby broad experience includes employee relations, payroll, talent she gained expertise both in movement of goods and people. acquisition and management. Prior to joining RHT Group, Deepika has worked for Rogers Logistics (Velogic) and Connections Tourism Management Ltd. Prior to joining RHT Group, she was the Group HR Manager of Somags for more than 17 years with a workforce of 800 Deepika has an industry-inspired approach and the application employees where she experienced career development and of her knowledge has enabled her to gain insights into how employee relations and talent management. When she left engineering, planning, economics, environmental science and Somags, Brinda worked for Human Resources Management modelling can work together to develop sustainable solutions Bureau as HR Consultant where she provided HR consulting to cropping challenges and changing business landscape. and outsourcing services for small to mid-sized companies. Deepika is the holder of a Bachelor of Science with Honours She holds a Diploma in Human Resource Management. She has in Logistics and Transport Management from the University experience in various sectors including professional services, Technology of Mauritius and she graduated with a Master of technology and insurance where she was responsible for Science (Eng) in Transport Planning and Engineering from the working with management team in defining and implementing renowned Institute for Transport Studies of the University of training, recruiting, performance management, employee Leeds in UK. engagement, compliance and worker’s compensation.   6. Arvind Chetty 3. Sandy Shiepping Traffic Manager & QMS Team Leader Group Sales and Marketing Manager RHT Bus Services Ltd RHT Holding Ltd Arvind joined RHT Bus Services Ltd in July 2014. Sandy Shiepping was appointed as Group Sales and Marketing of RHT Holding Ltd as from June 2017. Arvind has over 17 years working experience in different sectors like textile, mechanical engineering, civil engineering, She is a graduate in Management and Marketing from Curtin advertising, petroleum products, transport & logistics, sales University of Technology. Prior to joining RHT Holding Ltd, and marketing and public transport. she has been handling major accounts at JCDecaux, leader in outdoor media. She was also involved in promoting Arvind has a Brevet d’Aptitude Professionnelle in Maintenance professional equipment to HORECA for Coroi Maurice Ltée for Mechanics, a Brevet de Technicien in Mechanical Engineering a few years. Sandy has contributed in the marketing and sales Workshop Practice and a Diplôme Universitaire Supérieur de strategy of Flying Dodo Brewing Company, bringing innovation Technologie in Maintenance et Automatismes Industriels. to the one and only brewery restaurant in Mauritius. She also displayed her marketing skills in the ABC Automobile 27 Company, and has also gained experience in the corporate sales world at BAI Insurance Co.

RHT Holding Ltd | Annual Report 2017 | Leadership through innovation10 28 456 123 11 789

Corporate Governance Report Senior Management Team 7. Vimal Cheemontoo 10. Deeraj Heeraman Workshop Manager General Manager of mychauffeur Ltd & RHT Bus Services Ltd Project Leader of Advance Institute of Motoring Ltd Cheemontoo Vimal was appointed as the Workshop Manager Deeraj has 15 years of experience in the HR department with of RHT Bus Services Ltd on 1 January 2017. over 12 years of experience at management level. Deeraj has a Bachelor Degree Double Major in Human Resources Vimal has an engineering background in the field of Automotive, Management and Economics from the University of Cape Automation and Robotics. After having completed his Bachelor Town and a Post Graduate Diploma in Tourism and Leisure degree in Mechatronics in 2012, he joined Les Gaz Industriels from University of South Africa. He started his career in the Ltd as Maintenance Coordinator. In October 2013, he joined hotel industry in both Mauritius and Seychelles with 2 major RHT Bus Services Ltd as Assistant Workshop Manager, before groups in the sector (Constance and LUX*). He also had the being promoted to Workshop Manager in 2017. opportunity to head the HR of 4 call centres in the Altima Group until he joined the RHT Holding Ltd in 2012. Vimal has a Master Degree in Industrial Engineering and Management and an MBA in Leadership and Innovation. He has been appointed as Director of two of the newly He is an associate member of the Institution of Engineers incorporated companies in the group and as from 1 July 2016 Mauritius (IEM) and a member of the International Association and he was appointed as General Manager of mychauffeur of Engineers (IAENG). Ltd. 8. Ajmal Abdool Deeraj is also the Project Leader of Advance Institute of General Manager Motoring Ltd, which will start its operation in 2018 as one of Island Communications Ltd the 3 - 5 motor schools which will be operating in Mauritius. Ajmal Abdool was appointed as the General Manager of ICL 11. Dany Ramana in February 2007. He is responsible for the overall business Project Manager growth, strategic direction, performance of the company and Transport and Micropayment System Ltd market diversification into Africa. Dany joined RHT Bus Services Ltd in November 2011 as IT He initially joined the company as Software Engineer in 2005. Executive and was promoted as Project Manager in Transport Prior to joining ICL, Ajmal was with New Edge solutions as and Micropayment System Ltd for the Smart Travel Card Special Projects Consultant, implementing various software (Automatic Fare Collection System) in January 2017. projects within the Eclosia Group of companies. Having started his career at Currimjee Informatics as Business Dany has over 18 years working experience in the ICT sector. Systems Consultant, he has accumulated over 14 years of He has been working as System & Network Administrator, professional experience in the IT industry, covering a wide WIMAX Access Network Administrator in Mauritius and Africa. range of technical, operational and strategic roles. He has an Advance Certificate in PC Applications and a Diploma in Computer Studies. Ajmal holds a Masters Degree in Business Administration (specialization HR) from the University of Mauritius as well RHT Holding Ltd | Annual Report 2017 | Leadership through innovation as a Bachelor of Engineering (IT & Telecommunications) from Adelaide University, Australia. Ajmal is also a Chartered Member of the Logistics & Transport Institute, UK and a Member of the Mauritius Institute of Directors. 9. Balkrishoon Rajkoomar General Manager Fleet Pro Services Ltd Balkrishoon is a holder of a diploma in Automobile engineering, BS in Mechanical Engineering. He is an Associate Member of the Institute of Motor Industry, UK and the Institute of Automobile Engineers, India, and is a Member of the International Institute of Security and Safety Management. Career wise, he holds a high experience in fleet management, 29 maintenance and repairs, also held position as Plant and Engineer Manager for a construction company and has been the Chief Engineer of the National Transport Corporation. Balkrishoon was also a Technical consultant to Seychelles Public Transport Corporation.

Corporate Governance Report Principle Two The Structure of the Board and Its Committees The Board should contain independently minded directors. It should include an appropriate combination of executive directors, independent directors and non-independent non-executive directors to prevent one individual or a small group of individuals from dominating the Board’s decision taking. The Board should be of a size and level of diversity commensurate with the sophistication and scale of the organisation. Appropriate Board committees may be set up to assist the Board in the effective performance of its duties. The Board of RHT Holding Ltd has attempted to create the right balance and composition in such a way as to best serve the Company. The Board has an appropriate mix of gender, experience, diversity and all directors wholly endorse the belief in diversity which is expressed both in the Board charter and in the code of ethics. The Board is a unitary board and is led by an independent director Mr. Paul Ah Leung. Only Board members attend each Board meeting for the duration with other officers of the company, advisors and other subject matter experts only attending on invitation for as long as it is deemed necessary by the Chairman. The use of alternate directors is discouraged. This is made possible by the careful drafting of the annual board calendar that is set out each year by the Chairman of the Board and with the assistance of the Company Secretary. Over the last year the following meetings took place: Board Audit and Risk Committee Corporate Governance, meetings meetings Nomination and Remuneration 22 September 2016 01 November 2016 26 September 2016 Committee meetings 14 December 2016 31 October 2016 10 February 2017 08 February 2017 26 September 2016 18 May 2017 26 April 2017 27 June 2017 10 May 2017 08 February 2017 18 May 2017 20 June 2017 10 May 2017 The Chairman of the Board and the Chairmen of the Board committees are all independent directors, carefully selected for their relevant knowledge and experience in these key governance roles. The Board of RHT Holding Ltd is comprised of the following members: RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Name Executive Non-Executive Independent Responsibility Paul Ah Leung * X X Chairman of the Board Sidharth Sharma * X X X Group Chief Executive Nayan Sharma * ~ X Officer Yoosuf Kurreeman * Stephane Leal * X Chairman of Corporate Van Man Sin Kwok Wong * Governance, Nomination Uday Gujadhur * and Remuneration Committee Ravindra Goburdhun* X ~=Female X Chairman of the Audit and Kamil Patel * Risk Committee 30 *= Mauritian resident

Corporate Governance Report Directors of the Subsidiaries as at 30 June 2017 For the year under review, the Directors of the subsidiaries of RHT Holding Ltd were as follows: RHT RHT Bus RHT RHT RHT Island Fleet Pro Transport & RHT Fund my Advance Management chauffeur Institute Holding Services Investments Properties Ventures Communications Services Micropayment Ltd Ltd Of COMMON DIRECTORS Ltd Ltd Ltd Ltd Ltd Ltd Ltd Systems Ltd Motoring Nayan Sharma Gilbert Patrick Stephane Leal Ltd Sidharth Sharma Ravindra Goburdhun Van Man Sin Kwok Wong Yoosuf Mohammad Kureeman Paul Chung Kim Fung Ah Leung Kamil Patel Michel Patrice Leal (as alternate to S Leal) Meha Desai Uday Kumar Gujadhur Sulliman Adam Moollan James Stevenson F.Y.K Fong Shao Deeraj Lecknath Shankara Heeraman Share dealing The Company Secretary maintains a Register of Interests which is updated with every transaction entered into by the directors of the Company and their related parties. No director is allowed to deal in the shares of the Company during the closed periods. Hence, once a Director’s interests in the Company changes, this has to be notified to the Company in writing and the interests register is updated. Directors’ Interests in the Company’s securities as at 30 June 2017 Directors Direct % Indirect % RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Nayan Sharma Shares 12.96 Shares 0.55 Sidharth Sharma 1,576,690 0.25 Van Man Sin Kwok Wong 438,465 3.61 66,480 G P Stéphane Leal 108,930 0.90 30,500 - Yoosuf M Kureeman 215,850 1.77 1.11 Paul C.K.F Ah Leung 224,689 1.85 - Ravindra Goburdhun 0.04 135,000 - Kamil Patel 5,000 0.04 - Uday Gujadhur 5,020 - - - - - Total - - - - 21.17 - 1.91 Total issued shares 2,574,644 - 12,162,150 231,980 None of the Directors holds any interest in subsidiaries of the Company. Transactions of Directors in RHT shares during the year Name of Director Number of shares bought/acquired Number of shares sold Nayan Sharma 63,900 - 31 Sidharth Sharma 44,400 -

32 RHT Holding Ltd | Annual Report 2017 | Leadership through innovation

Corporate Governance Report Launching of Daewoo coacEhvents photo

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Corporate Governance Report 1. Paul C. F. K. Ah Leung – Chairperson and Independent Investment Manager to Essar Global, a Caymans Fund with Director investments worldwide. Until 2008 he was the CEO, Director Mr. Ah Leung, born in 1967, is a Member of the Chartered and Shareholder of a major Trust and Fiduciary company in Institute of Marketing (UK) and is currently the Group Chief Mauritius. Executive Officer of Rey & Lenferna Ltd, ATS International Ltd, ATS Manufacturing Ltd. and holds directorship in a number On the social side, he is an active member and past president of Mauritian and international companies. Mr. Ah Leung is of the Rotary Club of Port Louis engaged in various community a member of the Mauritius Institute of Directors and was projects. appointed as an Independent Director to the Board on 10 January 2007. Directorships in listed companies: CMB International Ltd, Trevo Capital Ltd, Quality Beverages Limited, Margarine Industries Directorships in listed companies: Forges Tardieu Ltd Limited, Soap & Allied Industries Limited, Dacosbro Limited. 2. Sidharth Sharma – Group CEO and Executive Director 5. Nayan Sharma - Non-Executive Director Dr. Sidharth Sharma, born in 1974, joined RHT Holding Ltd in Mrs. Sharma, born in 1949, is holder of a BA in Sociology from 1996 as Logistics Manager and was appointed as Director to the University of Delhi in 1972. She joined RHT Holding Ltd the Board in 2000. He had also worked at British Telecom as (formerly Rose Hill Transport Ltd) in 1990 as a Director. a Research Engineer. Dr. Sharma obtained his PhD in Telecommunications from the University of Bristol in 2004. Directors in listed companies: Nil He is currently the Director of the Mauritius Institute of 6. Stéphane Leal - Non-Executive Director RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Directors Ltd (MIoD), a Director of Fleet Pro Services Ltd Mr. Stéphane Leal, born in 1971, is the holder of a BSc in (previously known as FleetAfrica Indian Ocean Ltd) and an Finance and Marketing since 1994 from Boston College. Mr. Executive Director of all the subsidiaries of RHT Holding Ltd. Leal was appointed as Director to the Board of RHT Holding He has been appointed as the Group Chief Executive Officer Ltd on 27 September 2004. of RHT Holding Ltd on 7 March 2012. Mr. Leal is a director of Mauritours Ltd and a number of other Dr. Sharma is a member of the Business Council of Sustainable companies in the tourism sector and he is also a Director of Development (BCSD) a member of the Strategy Committee RHT Bus Services Ltd and of the venture companies of the of Port Louis Development Initiative and also serves on the Group. National Council for Road Safety. Directorship in listed companies: Nil Directorships in listed companies: Nil 7. Ravindra Goburdhun – Executive Director 3. Kamil Patel – Independent Director - Chairman of the Mr. Ravindra Goburdhun, born in 1958, holds a BSc Science Audit and Risk Committee from the University of Udaipur, India and has worked in the Mr. Patel, born in 1979, is the CEO of the Dölberg Group. He hotel sector for 10 years in France. Mr. Goburdhun is also a holds a MBA (Cum Laude) from the University of Edinburgh. Director on the board of RHT Investments Ltd, the investment Mr. Patel was appointed as an Independent Director of the arm of the group, Fleet Pro Services Ltd and RHT Ventures Ltd. Group as from the 1 July 2014. Directorships in listed companies: Nil Prior to joining Dölberg Group, Kamil ran his own tennis business within the hospitality industry and has been publicly 8. Yoosuf Kureeman – Non-Executive Director credited for changing tourism in Mauritius. He continues Mr. Kureeman, born in 1956, was appointed to the Board on serving his country as President of the Tennis Federation. 1 January 2007. Mr. Kureeman is also a Director of RHT Bus Services Ltd and of the venture companies of the group. He is Mauritian, was born in Ethiopia, raised in Switzerland and the United States and has strong ties with the UK. He is a Directorships in listed companies: Nil member of the Institute of Directors, serves on the Mauritius Tennis Federation and the Africa Tennis Federation. 9. Van Man Sin Kwok Wong – Executive Director Mr. Sin Kwok Wong, born in 1956, is a Fellow Member of Directorships in listed companies: Nil the Association of Chartered Certified Accountants. His varied experience in Mauritius comprise of Public Practice, 4. Uday Gujadhur – Independent Director – Chairman Commerce and Hotel Industry where he worked for 20 years of the Corporate Governance, Nomination and in a five-star luxury hotel as Financial Controller and Deputy Remuneration Committee General Manager. He joined the Board of RHT Holding Ltd on Mr. Gujadhur, born in 1955, is a Fellow of the Association of 30 June 2005 as Independent Director. Chartered Certified Accountants, UK, with over 30 years of Professional experience in auditing, taxation and consulting. Mr. Sin Kwok Wong is an Executive Director of RHT Holding He is a Fellow of the Mauritius Institute of Directors and Ltd, mainly in charge of property project development in the member of the Institute of Directors-UK. subsidiary company, RHT Properties Ltd. Mr. Gujadhur serves as an Independent Non-Executive Directorships in listed companies: Nil 35 Director of several companies including investment funds and listed entities. He is a board member of Essar Capital Limited,

Corporate Governance Report RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Company Secretary The critical role that the Company Secretary plays in ensuring the success of this Board is wholly acknowledged. The Company Secretary is appointed by the Board in accordance to its Constitution. The Company Secretary for RHT Holding Ltd is Navitas Corporate Services Ltd. Navitas Corporate Services Ltd is a leading provider of corporate services for companies in Mauritius and offers an extensive range of management services to domestic and international companies ranging from small stand-alone and medium-sized companies to large companies listed on the Mauritian Stock Exchange. Navitas Corporate Services Ltd is a completely independent company with no attachment to any other conglomerate. Navitas Corporate Services Ltd is directed by a Board of directors comprised of professionals who value and take to heart every activity that they are involved on behalf of their clients. Being renowned for providing companies with corporate services, Navitas Corporate Services Ltd adheres to corporate governance principles to add value to its portfolio of clients. The Board of RHT Holding Ltd is particularly served by Mrs. V Seetaram, the Operations Manager at Navitas Corporate Services Ltd. Mrs. Seetaram has graduated from the University of Kent, UK in 2004 with a LLB (Hons) and has joined Navitas Corporate Services Ltd in 2013. With a career in the corporate and financial services in the domestic/global business sector, Mrs. Seetaram has gained extensive experience in the structuring and administration of a wide portfolio of clients including domestic companies, global business companies and trusts inter alia. Mrs. Seetaram also acts as Company Secretary, on behalf of Navitas Corporate Services Ltd, to a full range of companies ranging from the small stand-alone to large conglomerates. Reporting to the Chairman of the Board, the responsibilities of the Company Secretary are as follows: 1. Provide the Board with guidance as to its duties, responsibilities and powers; 2. Inform the Board of all legislation relevant to or affecting meetings of shareholders and directors and reporting at any meetings and the filing of any documents required of the company and any failure to comply with such legislation; 3. Ensure that minutes of all meetings of shareholders and directors are properly recorded in accordance with paragraph 8 of the Fifth Schedule and paragraph 6 of the Eighth Schedule of the Companies Act 2001 (the “Act”) respectively as well as all statutory registers be properly maintained; 4. C ertify in the annual financial statements of the Company that the Company has filed with the Registrar all such returns as are required of the Company under the Act; and 5. E nsure that a copy of the Company’s annual financial statements and where applicable the annual report is sent in accordance with sections 219 and 220 to every person entitled to such statements or report in terms of the Act. Attendance at Board Meetings and Committee Meetings All Directors are committed to attending Board Meetings and Committee Meetings on which they serve. Below is a record of all Board meetings and Committee Meetings held this year: Directors Board of Directors Audit and Risk Corporate Governance Committee Nomination and Remuneration Nayan Sharma 5/6 Gilbert Patrick Stephane Leal 4/6 N/A Committee Sidharth Sharma 6/6 1/3 Ravindra Goburdhun 6/6 7/7 Van Man Sin Kwok Wong 6/6 N/A N/A Yoosuf Mohammad Kureeman 6/6 N/A 3/3 Paul C. K. F. Ah Leung 6/6 7/7 N/A 4/6 N/A N/A 36 Kamil Patel 5/6 N/A 3/3 6/7 2/3 Uday Gujadhur 3/7 N/A 2/3

Corporate Governance Report During the year under review, the meetings were mostly held to approve the quarterly accounts of the Company. The meeting RHT Holding Ltd | Annual Report 2017 | Leadership through innovation in December was to approve the re-composition of the Board and its committees, whereas the meeting in June was with respect to the approval of dividend. 37 In addition to regular Board and committee meetings the Board also held a two day strategic offsite in which the following was discussed: • Key risks facing the group and mitigation factors; • Overarching strategy and objectives for the upcoming year; • Strategy of each subsidiary in the group; • New ventures for the upcoming year; and • Key corporate governance initiatives. Board Committees The Board committees have been established in order to assist the Board in its mandate and to enhance its efficacy. The Board has decided that the correct number of committees at present is two and these are: 1. The Audit and Risk Committee 2. The Corporate Governance, Nomination and Remuneration Committee Audit and Risk Committee Dear Shareholder and valued Partner, On behalf of the Audit and Risk Committee, I am pleased to present the report for this financial year 2017. This report details the roles and responsibilities of the Committee and the work carried out during the year. I trust that it will be valuable to shareholders and stakeholders in their appreciation of the accomplishment of the Committee’s objectives. The Committee has continued to play a key oversight role for the Board by placing significant emphasis on sustaining the standard of the financial reporting process, as well as assessing Management’s judgement on major accounting treatments and the work carried out by third parties. We have considered a number of challenges from the Group’s businesses by placing significant focus on safeguarding the effectiveness and independence of the internal and external audit processes. A high-level review of strategic risks was undertaken this year. We have also carefully considered the reporting requirements of the new Code for Corporate Governance. Going forward each subsidiary will have to submit a risk report to the Committee on a quarterly basis. The Audit and Risk Committee continues to review closely any control failures identified in internal audit reports or otherwise and monitors the progress on Management’s and any subsidiaries implementation of recommendations and action plans. Where required, the Senior Management team are welcome to give an insight on challenges faced and the strategies used to manage those risks. This year the Board with the support of the Audit and Risk Committee has focused on improving its Internal and external controls. PwC were appointed as internal auditors and they have been giving quarterly feedback to the Audit and Risk Committee. The implementation of the recommendations by management is followed closely by the Audit and Risk Committee. EY was appointed as external auditor, bringing new energy after 34 years of Deloitte being external auditor. A meeting of the Board of D irectors was convened along with our Corporate Governance Consultant where the new Code of Corporate Governance was presented and was fully discussed. We have taken cognizance of the new Code of Corporate Governance for Mauritius (2016) which encourages high-quality corporate governance with greater flexibility coupled with the methodology “apply and explain”. As such RHT Holding Ltd have become early adopters of the Code this year and we are planning to update the Audit and Risk Committee charter accordingly. The Committee met seven times during the year under review. The minutes of proceedings are circulated to the Board to keep Directors fully appraised on the activities of the committee. The highlights for the financial year ended 30 June 2017 were as follows: Financial reporting • Review of quarterly reporting. • Review the Annual Report. • Take note and analyse the Group’s performance and position. • Take note of the abridged audited financial statements. • Recommend adoption of such statements to the Board of Directors prior to publication and filing. • Review significant matters and judgements including the valuation of investment properties. • Take note of the litigation registers for the Group and possible financial impact.

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationCorporate Governance Report External audit • A ssess the effectiveness and performance of external auditors and their continuing independence with regard to audit and non-audit services. • Take note of updated accounting policies following recent requirements by IFRS and impact on the financial statements of RHT Holding Ltd • Take note of the Interim Financial Reports issued. Health and Safety • E nsure that the health, safety and environmental risk identification processes lead to sound management strategies with RHT Holding Ltd various fields of activities. • Take note of the consolidated health & safety report (OSH cover and major issues in RHT Holding Ltd and its subsidiaries). • Take note of legal proceedings. Risk Governance & Internal Controls • Ensure roles and functions of external and internal audits are clarified, coordinated and effective. • Ensure highest standards of behaviour within the Company and its subsidiaries • Evaluate effectiveness of internal control and risk management system. Based on the activities carried out in 2016 / 2017, the Audit and Risk Committee believes that there were no material shortcomings in the design and effectiveness of internal controls, governance and risk management during the year. The Audit and Risk Committee discharged its responsibilities according to its mandate. Looking ahead, the Committee will remain focused on the audit, assurance and risk processes across the Company and its subsidiaries and maintain its oversight of financial, environmental and other regulatory requirements. On behalf of the Audit and Risk Committee and in my personal name, I wish to thank the GCEO and the Management team, our external auditors, the internal audit team and the Committee members for their contributions which have enabled the Committee to discharge its duties and responsibilities to the best of its abilities. Kamil Patel Chairman Audit and Risk Committee Principle Three Directors Appointment Procedures There should be a formal, rigorous and transparent process for the appointment, election, induction and re-election of directors. The search for Board candidates should be conducted, and appointments made, on merit, against objective criteria (to include skills, knowledge, experience, and independence and with due regard for the benefits of diversity on the Board, including gender). The Board should ensure that a formal, rigorous and transparent procedure be in place for planning the succession of all key officeholders. Appointment As part of its mandate the Board carefully considers the needs of the organisation in appointing directors onto the Board. The following factors are carefully considered: • Skills, knowledge and expertise required on the Board; • Skills, knowledge and expertise of the postulant; • Previous experience as a director; • Specific roles required on the Board such as chairman of a committee; • Balance required on the Board such as gender and age; 38 • Independence where required; • Reputation of the postulant in the country; • Amount of time the postulant is able to devote to the business of the Board; • The fees requested from each postulant; and • Conflicts of interests.

Corporate Governance Report To this end a transparent procedure is in place to vet the postulants according to this rubric. RHT Holding Ltd | Annual Report 2017 | Leadership through innovation Thereafter the members of the Corporate Governance, Nomination and Remuneration Committee will interview each postulant 39 and will make its recommendations to the Board. The Board will agree each appointment. Once the postulant has been selected they will be put forward to the shareholders at the Annual General Meeting by way of ordinary resolution for approval. Once a postulant has accepted a seat on the Board, they are asked to sign a service Contract which carefully outlines the following: • Term of office; • Time commitment expected from each director; • Confidentiality; • Conflicts of Interests; • Directors liability insurance; • Right to independent advice; • Mandatory induction program; • Training and development program; and • Board policies & procedures. Directors are re-elected each year at the Annual General Meeting of shareholders Succession planning The Board considers its succession very carefully in its annual strategy session. The Board has a defined succession planning policy which is applicable for the following personnel: 1. GCEO; 2. Independent and other Non-Executive Directors on the Board; 3. Senior management team; and 4. Any other positions within organisation at the discretion of the Chairman and GCEO in consultation with the Board. The Corporate Governance, Nomination and Remuneration Committee shall oversee and review succession plans from time to time and recommend the same to the Board. The Committee shall proactively review the succession requirements for the Board and carryout the due diligence process to determine the suitability of every person who is being considered for being appointed or re-appointed as a Director of the Board based on his educational qualification, experience and track record. The proposed candidate shall be evaluated by the Corporate Governance, Nomination and Remuneration Committee to determine the eligibility and fit and proper criteria as per the Companies Act 2001 and thereafter such candidature shall be recommended to the Board for its consideration and approval. Succession plan for the Senior Management Team is based on the inputs received from the Human Resource Manager and the GCEO. The Committee shall periodically review any vacancy or probable vacancy in the position of Senior Management team which may arise on account of retirement, resignation, death, removal or incapacity whether temporary or permanent or otherwise. The Board shall strive to fill such vacancy from within internal modes through elevation or otherwise subject to availability and in case no suitable candidate is available to fill the position, external candidates shall be considered. The Board shall in consultation with the GCEO and the Chairman of Corporate Governance, Nomination and Remuneration Committee will evaluate the suitability of any such person based on factors such as experience, age, health and leadership intelligence and recommend his or her candidature to the Board well before such vacancy arises to facilitate smooth transition. The Committee may also resolve to engage the services of such retired executive on a contractual or consultant basis or otherwise subject to his or her proven track record and his willingness to serve the organisation in such capacity. The prevailing HR standards for promotions and or transfers shall be designed in such a way that the existing or proposed senior managerial personnel shall get all-round exposure in various domains to facilitate career progression, prepare them for administrative responsibilities for discharging their functions effectively. Every member of the senior management team shall always endeavour to add capability in-house and mentor subordinates with potential working under him to handle his responsibility in his absence by exposing him to all aspects of work being handled by him. In the event of any unexpected occurrence in respect of any member in the core management team, the next person as per the organisation chart shall take interim charge of the position, pending a regular appointment in terms of the succession plan.

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationCorporate Governance Report Principle Four Directors Duties, Remuneration and Performance Directors should be aware of their legal duties. Directors should observe and foster high ethical standards and a strong ethical culture in their organisation. Each director must be able to allocate sufficient time to discharge his or her duties effectively. Conflicts of interest should be disclosed and managed. The Board is responsible for the governance of the organisation’s information, information technology and information security. The Board, committees and individual directors should be supplied with information in a timely manner and in an appropriate form and quality in order to perform to required standards. The Board, committees and individual directors should have their performance evaluated and be held accountable to appropriate stakeholders. The Board should be transparent, fair and consistent in determining the remuneration policy for directors and senior executives. Legal Duties All of the Directors on the Board including any alternate Directors are fully appraised of their fiduciary duties as laid out in the Act. Code of Ethics The Code of Ethics was drafted by the Board in consultation with the staff and management of the various entities and it is published on the website. Both directors and staff are made aware of this Code and the consequences of not complying with it. The Code of Ethics is reviewed each year by the Corporate Governance, Nomination and Remuneration Committee. Training sessions are held periodically throughout the organisation and its subsidiaries to ensure full compliance to this Code. Induction All new Board members are inducted by way of a formal induction program which is overseen by the Chairman of the Board and the Chairman of the Corporate Governance, Nomination and Remuneration Committee. Topics covered by the inductions are: • Shareholders’ agreement, Constitution and Board Charter; • Code of Ethics; • Regulatory framework of Mauritius; • Directors duties; • The new Code for Corporate Governance in Mauritius; • Risk management framework; • Directors Indemnity Insurance; • Organisation chart; • Operations of the Company and its subsidiaries; and • Introduction to key stakeholders including staff, legal and Board advisors. Continuous Development Program This year the Director Development Program was designed specifically for this Board. The following topics are being covered over a two-year period: • Principle functions and responsibilities of the Board; • Setting the Company strategic direction; • Making a difference as a Director; • How to avoid capture: a guide to conflicts of interest; • Shareholder relationship management; • CSR & corporate governance links; • The effective Board: proven case studies; • Board approaches to strategic risk management; • Holding Board committees to account; • Fraud, Whistleblowing, Anti-bribery, and Anti-corruption; • Family Owned and/or Controlled Corporations and Related Topics; • The Dragonfly perspective: Better decision-making by Boards; 40 • Corporate governance trends in Africa; • Building your company’s ESG Capital: an investment success; • Tensions in value creation: which goals, how and for whom? • 360-degree evaluation for director strengths and development opportunities; and • IT Security Governance: what every Board should know.

Corporate Governance Report Independent Board Evaluation Each year, the Board appoints an independent board evaluator to evaluate the performance of the Board, its committees, individual directors and its policies and procedures. The evaluation process is comprised of: 1. The Consultant reviewing all relevant board documentation; 2. Each Director completing a comprehensive questionnaire; 3. A one on one interview with each Board member and the Evaluator; and 4. A final report of findings plus recommendations. This year the evaluation was carried out by Reverend K. Andersen who made the following findings and recommendations: Director Development Key knowledge gaps will be addressed in a carefully crafted development plan. Board attendance The importance of attendance of all directors at board meetings was stressed. Participation at Board meetings All directors were encouraged to participate at board meetings Conflict of Interest The importance of a conflict of interest register was highlighted. The recommendations of this report were followed up as a matter of priority and all issues therein have been comprehensively addressed. Conflict of Interest As a Public Interest Entity, RHT Holding Ltd makes every effort to ensure that Directors declare any interest and report to the Chairman and the Company Secretary any related party transactions. A full register of conflicts of interests is kept by the Company Secretary and is updated on a regular basis. Each director is requested to complete the following declaration: Conflict of Interest As a member of the Board, I recognize that I owe a fiduciary duty of loyalty to RHT Holding Ltd and its subsidiaries. This duty RHT Holding Ltd | Annual Report 2017 | Leadership through innovation requires me to avoid conflicts of interest and to act at all times in the best interests of RHT Holding Ltd and its subsidiaries. The purpose of the conflicts of interest policy (set forth below) is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interests where necessary. This policy may be enforced against individual Board members as described below: Board members have a fiduciary duty to conduct themselves without conflicts to the interests of RHT Holding Ltd and its subsidiaries. In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of RHT Holding Ltd and its subsidiaries. A conflict of interest is conduct a transaction or relationship that presents or might conflict with a Board member’s obligations owed to RHT Holding Ltd and its subsidiaries and the Board member’s personal, business or other interests. All conflicts of interests are not necessarily prohibited or harmful. However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board members – with the interested Board member(s) recused from participating in debates and voting on the matter – are required. All actual and potential conflicts of interests shall be disclosed by Board members to the Corporate Governance, Nomination and 41 Remuneration Committee through the annual disclosure form and/or to the Board whenever a conflict arises. Members of the Board who are not affected shall make a determination as to whether a prohibited conflict exists and what subsequent action

Corporate Governance Report is appropriate (if any). The Chairman of the Corporate Governance, Nomination and Remuneration Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the Company Secretary together with the Chairman of the Corporate Governance, Nomination and Remuneration Committee, as well as all other conflict information, if any, provided by Board members. CONFLICTS OF INTEREST ACKNOWLEDGMENT AND DISLOSURE FORM I have read the conflicts of interest policy set forth above and agree to comply fully with its terms and conditions at all times during my service as a Board member on the Board of RHT Holding Ltd or its subsidiaries. If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Board of Directors in writing. Disclosure of Actual or Potential Conflicts of Interest: ............................................................................................................................................................................................................................................. ............................................................................................................................................................................................................................................. ............................................................................................................................................................................................................................................. ............................................................................................................................................................................................................................................. ............................................................................................................................................................................................................................................. ............................................................................................................................................................................................................................................ I acknowledge and agree that my selection for service on the Board and the opportunities made available to me by serving on the Board constitute good and valuable consideration for entering into this agreement, the receipt and sufficiency of which I hereby acknowledge. In my individual capacity: Signature: Name:.................................................................................................................................... Remuneration Each year the remuneration of the Board is reviewed by the Corporate Governance, Nomination and Remuneration Committee who makes its recommendations to the Board. Remuneration of both directors and the senior management team is based on performance and effort. No directors at RHT Holding Ltd or its subsidiaries have received shares in lieu of remuneration. RHT Holding Ltd | Annual Report 2017 | Leadership through innovation The following policy on remuneration has been adopted by the Board: RHT Holding Ltd Remuneration Policy Introduction Pursuant to the requirements of the Code of Corporate Governance in Mauritius, the Board of Directors of a listed company is required to define general guidelines for the company’s remuneration to the Board of Directors and Executive Management, which must be approved by the Board before a specific agreement on incentive pay with any member of the Company’s Board of Directors or Executive Management is entered into. According to Recommendations on Corporate Governance, the Board of Directors is also recommended to adopt a Remuneration Policy applicable to the Board of Directors and the Executive Management and that the Policy is tabled for Board’s approval on an annual basis. The recommendations are based on corporate governance best practice and applies to the members of the Board of Directors and Executive Management of RHT Holding Ltd and its subsidiaries. Any agreement between RHT Holding Ltd or its subsidiaries and the Board of Directors or the Executive Management concerning fixed remuneration or incentive pay must be subject to this policy. 42 Board of Directors The ordinary members of the Board of Directors receive a fixed base fee as consideration for their Board duties. The Chairperson of the Board of Directors receives a fixed fee equalling two times the base fee received by the ordinary Board members. In

Corporate Governance Report addition, the Board members may receive a fixed fee for their work on committees established by the Board of Directors and RHT Holding Ltd | Annual Report 2017 | Leadership through innovation the Board members may receive separate fees for completion of specific projects, e.g. a sale of the company or material assets. The remuneration of the Board of Directors is determined on the basis of standards in the market and reflects demands to competencies and efforts in light of the scope of their work and the number of Board meetings. Each year the general meeting approves the fees to the Board of Directors. Executive Management Fixed salary The aim with the fixed salary of the Executive Management is to attract and retain the best qualified members to the Executive Management. The elements of the fixed remuneration are determined based on market standards and the Company’s specific needs from time to time. As a part of the fixed salary the Company may offer other standard benefits, such as a company car scheme and free telephone. The Board of Directors and the Executive Management evaluate the fixed salary annually based on the results from the previous period and with due consideration to the trend within the market standards. Incentive pay To create alignment of interests between the Executive Management and the Company’s shareholders and to consider both short-term and long-term targets, RHT Holding Ltd considers it expedient to set up incentive plans for the members of its Executive Management. Such incentive plans may consist of warrants and non-share-based bonus agreements, which may be continuous, one-off and event-based. The Board of Directors may enter into agreements with the Executive Management about cash bonus plans. Cash bonus plans consist of a maximum bonus fixed annually which the Executive Management will receive if all targets for the relevant year are met. The maximum cash bonus shall be equivalent up to 100% the fixed salary of each member of the Executive Management. Payment of bonus depends on whether the conditions and targets defined in the agreement have been fully or partly met. This may be personal targets related to the performance of the individual member of the Executive Management or the performance of RHT Holding Ltd or its subsidiaries. In exceptional cases, other agreements that may lead to payment of a bonus of up to one year’s fixed salary may be made. Such agreements are typically expected to be made so as to take effect upon the occurrence of a specific event, for instance the acquisition of a controlling interest in the Company, the completion of a project, the continuing employment of the Executive Management until a specific point in time, defined either as a date or a period after the occurrence of a specific event. Change and phase-out of incentive plan The Board of Directors may change or phase out one or more incentive plans introduced pursuant to this policy. In the evaluation of whether this should be done, the criteria that formed the basis of the establishment of the plan will be taken into account. However, such changes can only be made within the framework of this policy. More extensive changes must be approved by the shareholders. The total remuneration earned by Directors this year in their capacity as Board members is listed below: Independent and Total Non-Executive Directors Executive Directors Rs 869,700 Rs Rs 236,115 478,258 Mrs. Nayan Sharma 869,700 - 605,080 Mr. J. Patrick Stephane Leal 386,045 Mr. Mohammad Yousuf Kureeman 236,115 - 356,342 Mr. Paul Ah Leung 1,718,075 Mr. Uday Kumar Gujadhur 478,258 - 914,950 Mr. Kamil Tayub Patel 4,423,900 Mr. Van Man Sin Kwok Wong 605,080 - 9,988,465 Mr. Ravindra Goburdhun Dr. Sidharth Sharma 386,045 - 356,342 - - 1,718,075 43 - 914,950 - 4,423,900 2,931,540 7,056,925

RHT Holding Ltd | Annual Report 2017 | Leadership through innovationCorporate Governance Report Information Technology and Information IT Security The Board of Directors realizes that in today’s era of technology, it is important to have a strategic alignment of information security with business strategy in order to achieve organizational goals. As such, the board ensures that appropriate resources are allocated for the implementation of an information and IT security framework within the organization. Moreover, all companies within the group have established a risk management register to ascertain that risks are systematically identified and mitigated so as to minimize the potential impact on information resources. The Company is also embracing technological change and is having most of digital information hosted on the cloud. This is as part of the strategy to cater for the growth of the organization across multiple physical locations and to ensure business continuity. Furthermore, the Company has implemented multiple security policies to ensure that data is safeguarded both within its premises as well as those hosted on the cloud including access rights granted only to authorized personnel, password expiry and complexity policy has been applied and backup process for digital information. As part of the planning and budgeting exercise, all IT expenditures are identified. For all purchases of over Rs500,000, the company has set up a tender committee which is responsible for the evaluation and selection of the most appropriate supplier for the requested services and purchases. A copy of an information and security governance guidelines is available on the website. Principle Five Risk Governance and Internal Control The Board should be responsible for risk governance and should ensure that the organisation develops and executes a comprehensive and robust system of risk management. The Board should ensure the maintenance of a sound internal control system. The risk governance of the organisation is the responsibility of and very closely monitored by the Board with the assistance of the Risk and Audit Committee. The Board ensures a successful process of internal controls and the key risks are listed below: The role of the Internal Audit is to provide independent, objective assurance services designed to add value and improve the Company’s operations. Once the Audit had been carried out, the Internal Auditors prepare a risk-based audit plan to review the adequacy and effectiveness of the Group’s system of internal controls. In conducting reviews, the Internal Auditors are alert to indicators of fraud and opportunities that could allow fraud, such as control weaknesses. In doing so, the Internal Auditors obtain reasonable assurance that business objectives for the process under review are being achieved and material control deficiencies are detected. Upon completion of each review, a formal report detailing the audit findings and the appropriate recommendations will be issued to the Chairperson of the Audit Committee, the Chairperson of the Board and the Chief Executive Officer. The timely and proper implementation of all required corrective, preventive or improvement measures are closely monitored. The Internal Auditors report directly to the Audit and Risk Committee. PwC was selected as our internal auditor in October 2015 on a 3-year plan with 3 audits per calendar year. Since July 2016, PwC carried out internal audits on the following areas: 1. Revenue and cash management 2. Stock management 3. Human resources and payroll Management of internal risks With the introduction of the new version of ISO 9001, each ISO certified organisation needs to identify, knows the impact and consequence of each risk, monitors and mitigates risks. At RHT Group, the following methodology has been used to identify each risk: 1. Setting up of management principles. 2. Defining risk policy for each management principle. 44 3. D efining risk management committee. Members include the Group Chief Executive Officer, Heads of Department and where appropriate middle management. 4. Performing a SWOT analysis for each business unit. 5. Performing the PESTEL analysis by identifying factors that have an impact on the organisation.

Corporate Governance Report 6. Performing a stakeholders’ analysis. 7. Analysing each supplier, input, process, output and customer from each process (SIPOC analysis). 8. A nalysing each risk by using the risk matrix. The impact and likelihood of each risk is identified. The risk is then classified as low, medium, high and extremely high risk in a register. An action plan or treatment is then determined for each risk and is then identified along with the treatment owner. Each department, cost centre or business unit has its own risk register. Whistle Blowing Policy In order to ensure that RHT Holding Ltd is fully protected against bribery and or corruption, the Board has constituted an Ethics Committee whose terms of reference are listed below: ETHICS COMMITTEE - TERMS OF REFERENCE 1. MEMBERSHIP 1.1 The members of the Ethics Committee shall be appointed by the Group Chief Executive Officer. 1.2 The members of the Ethics Committee will be drawn from the subsidiary companies of the Group. The Ethics Committee will consist of not less than three members. 1.3   T he Chairperson of the Ethics Committee will be appointed by the Board and shall be a Non-Executive Director of the Company. 1.4 The Confidential Secretary shall act as the secretary of the Ethics Committee. 2. DUTIES AND AUTHORITY 2.1 The Ethics Committee shall: RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 2.1.1 M ake recommendations to the Board through the Corporate Governance Committee on the development of strategy, policy, procedures and processes on ethical matters. 2.1.2 Make recommendations to the Board through the Corporate Governance Committee on steps to be taken to establish a culture of integrity and honesty in all of the Company’s business dealings. 2.1.3 R eview and monitor the Company’s policies and procedures for the identification, assessment, management and reporting of ethical risk. 2.1.4 Review and monitor the Company’s policies and procedures to prevent persons associated with the Company from engaging in bribery. 2.1.5 R eview and monitor the development and adoption of, and compliance with, the Company’s ethical due diligence policies and procedures covering: a) business relationships and activities, including the Company’s agents and intermediaries; b) mergers, acquisitions or major new projects. 2.1.6 Make recommendations to the Board on the establishment of, review of and monitoring compliance with the Company’s ethical policies and procedures, and in particular: a) responsibility for implementation of such policies and procedures; b) communication, both internally and externally of such policies and procedures; c) provision of training in relation to such policies and procedures; d) reporting of progress to the Board in respect of the implementation and compliance with such policy and procedures; e) as required, engage external auditors and obtain external reports. 2.1.7 Liaise if necessary with the Audit and Risk Committee on the mechanisms for employees to raise ethical concerns in confidence. 2.1.8 Engage with regulatory bodies, industry groups, advisers and other stakeholders over ethical issues. 2.1.9 R eview regular reports from the Company’s compliance officer and keep under review the adequacy and effectiveness of the Company’s compliance function with regard to ethical matters. 2.1.10 At least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval. 2.2 T he Ethics Committee is a subcommittee of the Corporate Governance, Nomination and Remuneration Committee of directors. Accordingly, the Ethics Committee exercises such powers of the Board as have been delegated to it, is answerable to the Corporate Governance committee and will report to it on a regular basis. It is authorised to investigate any activity within its terms of reference and to seek any information which it requires from the Company. 3. PROCEDURES 45 3.1 A ll members of the Board shall have the right to attend meetings of the Ethics Committee. Other individuals such as the Group Chief Executive Officer, General Managers & Ethics Officer and external advisers may be invited to attend all or part of any meeting as and when appropriate.

Corporate Governance Report 3.2 In the absence of the Chairperson of the Ethics Committee and/or an appointed deputy, the remaining members present  (provided they are not less than two in number) shall elect one of themselves to chair the meeting. The Chairperson of the Company may not chair the Ethics Committee when it is dealing with his or her succession. 3.3 The quorum necessary for the transaction of business shall be two. 3.4 A duly convened meeting of the Ethics Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Ethics Committee. 3.5 T he Ethics Committee shall meet at least quarterly and at such other times as the Chair of the Ethics Committee shall require only if there is business to conduct. 3.6 M eetings of the Ethics Committee shall be summoned by the secretary of the Ethics Committee at the request of any of its members. 3.7 U nless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Ethics Committee, any other person required to attend and all other non-executive directors, in a timely fashion. Supporting papers shall be sent to committee members, and to other attendees as appropriate, at the same time. 3.8 The secretary shall minute the proceedings and resolutions of all meetings of the Ethics Committee, including details of those present or in attendance and details of any conflicts of interest notified to the Ethics Committee. 4. REPORTING 4.1 Minutes of Ethics Committee meetings shall be circulated promptly to all members of the Ethics Committee and, once agreed, to all members of the Corporate Governance, Nomination and Remuneration Committee (unless a conflict of interest exists). 4.2 T he Chairperson of the Ethics Committee will report formally to the Corporate Governance, Nomination and Remuneration Committee on its proceedings after each meeting on all matters within the scope of its duties and responsibilities. 4.3 T he Ethics Committee shall make whatever recommendations to the Corporate Governance, Nomination and Remuneration Committee it deems appropriate in any area within its remit where action or improvement is needed. 4.4 The Ethics Committee shall have access to sufficient resources in order to carry out its duties. 4.5 The Ethics Committee is authorised by the Board to obtain outside legal or other independent professional advice. 4.6 T he Ethics Committee’s duties, responsibilities and activities during the year will be disclosed appropriately in the Annual Report and Accounts. In the last year under review, four whistle blowing complaints were received and all fully investigated by the committee. None were found to have substance. Principle Six Reporting with Integrity RHT Holding Ltd | Annual Report 2017 | Leadership through innovation The Board should present a fair, balanced and understandable assessment of the organisation’s financial, environmental, social and governance position, performance and outlook in its annual report and on its website. Financial Report The financial year ended 30 June 2017 has been positive for RHT Holding Ltd. Profits are up from Rs14.2M for the financial year ended 30 June 2016 to Rs37.2M for the financial year ended 30 June 2017. The revenue rose by 5.7% primarily driven by new business lines such as mychauffeur and Fleet Pro Services Ltd. These companies are expected to contribute further in the coming financial year since they have secured new contracts and the brands have become more established. The topline of ICL has also evolved very positively to reach Rs24.9M progressing by 27.6% over the previous financial year. The company is also getting a good traction in Zambia where it started its operations in September 2016 and this trend is expected to gather momentum further in the new financial year. The bulk of the turnover is still made by RHT Bus Services Ltd. (RHT BS). The turnover of RHT BS for the year ended 30 June 2017 increased by 1% to Rs222.2M. Traffic receipts showed a decline of 3.8%, which was compensated by other revenue streams. The company finished with a profit of Rs6.8M as compared to a loss of Rs993K last financial year. The subsidy package received by the company is relatively lower compared to other bus transport companies. Due to a policy of compensating on the basis of number of buses in the fleet rather than the number of passengers actually transported. The 46 current scheme does not favour RHT BS, which has a better loading factor compared to other companies. It is expected that with the change in policy proposed by the Government there will be a more level playing field.

Corporate Governance Report The advent of the Metro will affect significantly the nature of operations of RHT BS. The company is engaged with government in discussions on securing new routes that will mitigate any potential drop in passengers. The ongoing effort to maximize operational efficiency will be carried through in the new financial year and it is hoped these efforts will strengthen the profit figures further. RHT IL achieved an income of Rs70.2M for the financial year ended 30 June 2017 as compared to Rs40.5M for last year. The profits for the company stood at Rs67.7M whereas last year’s profits were at Rs35.6M. A large contribution to the profit arose from gains of MCB shares, which stood at Rs28.8M. The total shareholder equity of this company rose from Rs564.4M in the previous year to Rs707.6M, representing an appreciation of 25%. The diversification strategy of RHT IL’s portfolio has also been successful as the company has found new asset classes of good quality (yield and capital appreciation) and correspond to its low risk appetite. The income for RHT PL was the same for the financial year ended at Rs2.9M compared to the previous year. However, the losses for the company grew from Rs3.9M last financial year to end at Rs6.7M. This is mainly due to a larger loan interest of Rs6.2M used to finance the purchase of land asset at Richelieu and at Hugnin. The loss of RHT Ventures Ltd (RHT VL) stood at Rs2.8M as compared to Rs1.5M last financial year. The major cost items were professional fees relating to startup companies. The TMSL project was officially launched on the 6th of July. The project is well on track and it is hoped that the filao card will become the choice for the national smart card. The accounts of the Company have been prepared in accordance with Financial Reporting Standards and comply with the requirements of the Mauritius Companies Act 2001 and the Financial Reporting Act 2004. GROUP REVENUE FOR THE YEAR ENDED 30 JUNE 2017 Rs255.2M GROUP PROFIT RHT Holding Ltd | Annual Report 2017 | Leadership through innovation FOR THE YEAR ENDED 30 JUNE 2017 47 Rs37.2M The full set of audited financial accounts is found on pages 62 to126. The key performance indicators of RHT Holding Ltd are shown on next page.

Corporate Governance Report Key Performance Indicators 275,000 Revenue 241,494 255,231 250,000 FY 2017 225,000 242,483 200,000 37,813 175,000 230,395 FY 2017 Rs’000 195,207 FY 2014 FY 2015 FY 2016 FY 2013 15,189 Rs’000 60,000 54,474 Profit before tax 50,000 FY 2013 40,000 45,386 30,000 27,109 20,000 10,000 0 FY 2014 FY 2015 FY 2016 Dividend per share 1.20 1.05 1.15 1.10 FY 2017 RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 1.00 0.85 Rs Rs 0.90 0.80 0.65 0.70 0.60 0.45 0.50 FY 2013 0.40 FY 2014 FY 2015 FY 2016 Net asset per share 65.00 59.25 60.00 55.00 53.06 52.22 50.00 45.00 49.89 47.50 48 40.00 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017

Corporate Governance Report Key Performance Indicators (Cont’d) 35.00 Share price at 30 June 30,00 32.50 30.00 28.00 Rs Rs 26.50 25,00 25.00 FY 2017 20,00 FY 2013 FY 2014 FY 2015 FY 2016 Share price evolution over the year 26.00 25.50 25.50 25.50 25.50 25.50 25.25 25.25 25.25 25.25 25.25 25.25 25.00 25.00 25.00 24.50 24.00 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Share price and DEMEX index movement over the past 5 years 35 250 30 30.00 32.50 206.81 193.90 212.83 200 153.58 185.20 28.00 26.50 25.00 150 100 Rs Rs 25 Demex RHT Holding Ltd | Annual Report 2017 | Leadership through innovation 50 20 0 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 Share price at 30 June Demex at 30 June Share price evolution over the year 29 211.64 212.83 215 210 28 208.68 210.35 210.48 203.97 205 200.55 203.36 27 200.15 DEMEX index 197.93 200 196.13 193.40 26 195 25.50 25.50 25.50 25.50 25.25 25.25 25.25 25.25 25.25 25.25 190 49 25 25.00 25.00 185 24 180 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Share price evolution over the year DEMEX evolution over the year