NET 1 UEPS TECHNOLOGIES, INC.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on November 8, 201614, 2018

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To the Shareholders of Net 1 UEPS Technologies, Inc.:

NOTICE IS HEREBY GIVEN that the 20162018 Annual Meeting of Shareholders of Net 1 UEPS Technologies, Inc. will be held at our principal executive offices located at President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa on November 8, 201614, 2018 at 16h00,16:00 local time (09h00(9am Eastern Time), for the following purposes:

Our Board of Directors has fixed the close of business on September 23, 2016,28, 2018, as the record date for determining shareholders entitled to notice of and to vote at the meeting. A list of the shareholders as of the record date will be available for inspection by shareholders at our principal executive offices during business hours for a period of ten days prior to the meeting.

Your attention is directed to our annual report for the fiscal year ended June 30, 2016,2018, which is enclosed with this proxy statement.

The Board of Directors,Sincerely,

Christopher S. Seabrooke	Serge C. P. BelamantHerman G. Kotzé
Chairman	Chairman and Chief Executive Officer
Johannesburg, South Africa
October 5, 2018

Johannesburg, South Africa
September 30, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 8, 2016.14, 2018.A complete set of proxy materials relating to our annual meeting is available on the internet. These materials, consisting of the Notice of Annual Meeting of Shareholders and Proxy Statement, including proxy card, and annual report, may be viewed and downloaded at https://materials.proxyvote.com/Approved/64107N.

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy accompanying this notice as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the meeting, you must request and obtain a proxy issued in your name from that record holder. You may also submit your proxy via the internet as specified in the accompanying internet voting instructions. Shareholders registered on our South African Branch Register (“South African Shareholders”) are referred to the special instructions contained on page 45 of this proxy statement.

TABLE OF CONTENTS

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NET 1 UEPS TECHNOLOGIES, INC.

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PROXY STATEMENT
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EXECUTIVE SUMMARY

We are furnishing this proxy statement in connection with the solicitation by our BoardANNUAL MEETING OF SHAREHOLDERS

PROPOSALS TO BE VOTED ON AND BOARD VOTING RECOMMENDATIONS

The following is a summary of Directors (“Board”) of proxies for useproposals to be voted on at the annual meetingmeeting. This is only a summary, and it may not contain all of shareholdersthe information that is important to be held at President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa on November 8, 2016 at 16h00, local time (09h00 Eastern Time). Ouryou. For more complete information, please review the proxy statement as well as our annual report on Form 10-K10-K.

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CORPORATE GOVERNANCE

Our Board is committed to excellence in corporate governance. We believe that principled and ethical governance benefits you, our proxy materials were first mailedshareholders, as well as our customers, employees and communities, and we maintain a governance profile that aligns with industry-leading standards. We believe that our governance structure will have a direct impact on or about September 30, 2016.the strength of our business. The following table presents a brief summary of highlights of our governance profile.

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VOTING RIGHTS AND PROCEDURES

Shareholders who owned our common stock atas of the close of business on September 23, 2016,28, 2018, the record date, may attend and vote at the annual meeting. Each share is entitled to one vote. There were 52,521,34556,833,925 shares of common stock outstanding on the record date.

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

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



• Proposal No 1—Our seven director nominees will be elected by a plurality of votes. You may vote for each director nominee or withhold your vote from one or more of the nominees. Withholding a vote as to any director nominee is the equivalent of abstaining. In an uncontested election such as this, abstentions and broker non-votes have no effect, since approval by a specific percentage of the shares present or outstanding is not required.

  	•	Proposal No 1—Our five director nominees will be elected by a plurality of votes. You may vote for each director nominee or withhold your vote from one or more of the nominees. Withholding a vote as to any director nominee is the equivalent of abstaining. In an uncontested election such as this, abstentions and broker non-votes have no effect, since approval by a specific percentage of the shares present or outstanding is not required.
  	•	Proposal No. 2—The ratification of the selection of Deloitte & Touche (South Africa) (“Deloitte”) to act as our independent registered public accounting firm will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.
  	•	Proposal No. 3—The advisory vote to approve executive compensation will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.

• Proposal No. 2—The ratification of the selection of Deloitte & Touche (South Africa) (“Deloitte”) to act as our independent registered public accounting firm will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non- votes will not affect the outcome of the vote.

• Proposal No. 3— The advisory vote to approve executive compensation will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.

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

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



• FOR each of the director nominees;

  	•	FOR each of the director nominees;
  	•	FOR the ratification of the selection of Deloitte as our independent registered public accounting firm; and
  	•	FOR the approval of executive compensation.

• FOR the ratification of the selection of Deloitte as our independent registered public accounting firm; and

• FOR the approval of executive compensation.

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

The Board recommends:

Revocability of Proxies

You may revoke your proxy at any time prior to exercise of the proxy by delivering a written notice of revocation or a duly executed proxy with a later date by mail to our corporate secretary at Net 1 UEPS Technologies, Inc., PO Box 2424, Parklands 2121, South Africa, or by attending the meeting and voting in person. If you hold shares through a bank or brokerage firm, you must contact that firm to revoke any prior voting instructions.

Internet Availability of Proxy Materials and Annual Report

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

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Market Information

Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) in the United States under the symbol “UEPS” and, via a secondary listing, on the Johannesburg Stock Exchange (“JSE”), in South Africa under the symbol “NT1.” Nasdaq is our principal market for the trading of our common stock. Our transfer agent in the United States is Computershare Shareowner Services LLC, 480 Washington Blvd., Jersey City, New Jersey 07310. Our transfer agent in South Africa is Link Market Services South Africa (Pty) Ltd (“Link Market”), 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, South Africa.

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Special Instructions to South African Shareholders

We are required to comply with certain South African regulations related to the circulation and tabulation of proxies issued to our South African Shareholders. The proxy form marked “Net 1 UEPS Technologies, Inc. Proxy for Shareholders Registered on South African Branch Register” must be used by South African Shareholders. The South African proxy must be lodged, posted or faxed to Link Market so as to reach them by 16h00,16:00, local time, on November 4, 2016.9, 2018. South African Shareholders that have already dematerialized their shares through a Central Securities Depository Participant (“CSDP”) or broker, other than with own-name registration, should not complete the South African proxy. Instead they should provide their CSDP or broker with their voting instructions or, alternatively, they should inform their CSDP or broker of their intention to attend the annual meeting in order for their CSDP or broker to be able to issue them with the necessary authorization to enable them to attend such meeting. South African Shareholders that hold their shares in certificated form or dematerialized own-name registration should complete the South African proxy and return it to Link Market.

Solicitation

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

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PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NO. 1: ELECTION OF DIRECTORS

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

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

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

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Information Regarding the Nominees

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

The Audit Committee of our Board has proposed thatselected Deloitte be selected to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2017.2019. A representative of Deloitte is expected to be present at the annual meeting. Such representative will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders. Deloitte currently serves as our independent registered public accounting firm.

We are asking our shareholders to ratify the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, 2017.2019. Although ratification is not required by our Amended and Restated By-Laws or otherwise, the Board is submitting the selection of Deloitte to our shareholders for ratification as a matter of good corporate practice. In the event our shareholders fail to ratify the appointment, the Audit Committee may reconsider this selection. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our shareholders.

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

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PROPOSAL NO. 3: AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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

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The philosophy of our executive compensation program is to link compensation to the achievement of our key strategic and financial goals. Therefore, we reward our executives for their contributions to our annual and long-term performance by tying a significant portion of their total compensation to key drivers of increased shareholder value. At the same time, we believe our program does not encourage excessive risk-taking by management. The “Executive Compensation” section of this proxy statement beginning on page 13, including the “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the decisions made by the Remuneration Committee with respect to our fiscal year ended June 30, 2016.2018.

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

“Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, is approved on a non-bindingan advisory basis.”

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

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

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE

Our Board typically holds a regular meeting once every quarter and holds special meetings when necessary. During the fiscal year ended June 30, 2016,2018, our Board held a total of six meetings. AllEach of the directors who served during our 2016 fiscal year attended 100% of the meetings of the Board. All of theincumbent directors attended 100% of the aggregatetotal number of meetings of thosethe Board and the total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served, except for Mr. Seabrooke, who did not attend one audit committee meeting during the fiscal year. We encourage each member of the Board to attend the annual meeting of shareholders, but have not adopted a formal policy with respect to such attendance.attendance.

All of our directors who served during fiscal 20162018 attended last year’s annual meeting, except Messrs. S.C.P. BelamantEdwards, Mockett and Edwards.Pein (and Mr. Smith, and Ms. Singh-Bushell who joined the Board after our annual meeting). The non-employee directors meet regularly without any management directors or employees present. These meetings are held on the day of or the day preceding other Board or committee meetings.

The Board annually examines the relationships between the Companyus and each of our directors. After this examination, the Board has concluded that Messrs. Seabrooke, Pein, Edwards and EdwardsMockett and Ms. Singh-Bushell are “independent” as defined under Nasdaq Rule 5605(a)(2) and under Rule 10A-3(b)(1) under the Exchange Act, as that term relates to membership on the Board and the various Board committees.

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COMMITTEESOFTHEBOARD

The Board has established an Audit Committee, a Remuneration Committee and a Nominating and Corporate Governance Committee. The members of our Board Committees are presented in the table below:

# Executive
* Chairperson

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Audit Committee

The Audit Committee consists of Messrs. Seabrooke, Pein, Edwards and Edwards,Mockett and Ms. Singh-Bushell, with Mr. Seabrooke acting as the Chairperson. The Board has determined that Mr. Seabrooke is an “audit committee financial expert” as that term is defined in applicable SEC rules, and that all three members meet Nasdaq’s financial literacy criteria. The Audit Committee held eightseven meetings during the 20162018 fiscal year. See “Audit Committee Report” on page 32.

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

A copy of our Audit Committee charter is available without charge on our website, www.net1.com under the “Investor Relations–Governance” section.www.net1.com.

Remuneration Committee

The Remuneration Committee comprisesconsists of Messrs. Pein, Seabrooke, Edwards and Edwards,Mockett and Ms. Singh-Bushell, with Mr. Pein acting as the Chairperson. The Remuneration Committee held five meetings during the 20162018 fiscal year.

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

A copy of our Remuneration Committee charter is available without charge on our website, www.net1.com under the “Investor Relations–Governance” section.www.net1.com.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee comprises Messrs. Seabrooke, Pein, Edwards and Edwards,Mockett and Ms. Singh-Bushell, with Mr. Seabrooke acting as the Chairperson. The Nominating and Corporate Governance Committee held threefour meetings during the 20162018 fiscal year.

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

A copy of our Nominating and Corporate Governance Committee charter is available without charge on our website, www.net1.com under the “Investor Relations–Governance” section.www.net1.com.

BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK

Board Leadership

Our Board is led by our Chairman,an independent director, Mr. S.C.P. Belamant,Seabrooke, who is also our Chief Executive Officer. TheChairman. Our Board believes that Mr. S.C.P. Belamant’s service as both Chairmanthis leadership structure effectively allocates authority, responsibility, and oversight between management and the independent members of the Boardour Board. It gives primary responsibility for our operational leadership and strategic direction to our Chief Executive Officer, is inwhile the Chairman facilitates our best interests and the best interestsBoard’s independent oversight of our shareholders.

A combined Chairman and Chief Executive Officer leadership structure is commonly utilized by public companies in the United States,management, promotes communication between senior management and our Board believes that this leadership structure has been effective for usabout issues such as management development and minimizes the potential for duplicationsuccession planning, executive compensation, and our performance, engages with shareholders, and leads our Board’s consideration of efforts and conflict of roles.

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Mr. S.C.P. Belamant possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us, and is thus better positioned than a non-employee Chairman to focus the Board’s time and attention on the matters that are most critical to us. Additionally, having one person serve as both Chairman of the Board and Chief Executive Officer enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our shareholders, employees, customers and suppliers.

While our Amended and Restated By-Laws do not require that the roles of Chairman of the Board and Chief Executive Officer be filled by the same person, our Board believes that having Mr. S.C.P. Belamant fill both positions is the appropriate leadership structure for us.

We do not have a lead director. The Board believes that all of our independent directors are active and engaged Board members and that a number of them fulfill a lead director role at various times depending upon the particular issues involved. Further, Mr. Seabrooke, who is the Chairman of both the Nominating and Corporate Governance Committee and the Audit Committee and is a member of the Remuneration Committee, presides over all executive sessions of the independent directors.key governance matters.

The Board’s Role in Risk Oversight

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

Our Enterprise Risk Management Committee is responsible for identifying, assessing, prioritizing and developing action plans to mitigate the material business, operational and strategic risks affecting us. The Enterprise Risk Management Committee comprises Mr. Kotzé, our Chief Executive Officer (who serves as Chairperson), Mr. Alex M.R. Smith, our Chief Financial Officer, and Warren E. Segall, our Group Compliance Officer. The Group Compliance OfficerMr. Segall meets semi-annually with the leaders of our various business units and his findings are reported to and discussed by the Enterprise Risk Management Committee. The Enterprise Risk Management Committee meets and reports to the Audit Committee semi-annually.

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

REMUNERATIONCOMMITTEEINTERLOCKSANDINSIDERPARTICIPATION

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

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NOMINATIONSPROCESSANDDIRECTORQUALIFICATIONS

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

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

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

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee regularly assesses the appropriate composition, size and independence of the Board, and whether any vacancies are expected due to change in employment or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The Nominating and Corporate Governance Committee will consider shareholder recommendations for candidates for the Board that are properly submitted in accordance with Section 4.16 of our Amended and Restated By-Laws in the same manner it considers nominees from other sources. In evaluating such recommendations, the Nominating and Corporate Governance Committee will use the qualifications standards described above and will seek to achieve a balance of knowledge, experience and capability on the Board.

SHAREHOLDERCOMMUNICATIONSWITHTHEBOARD

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

Net 1 UEPS Technologies, Inc.
Board of Directors
PO Box 2424
Parklands, 2121, South Africa
Fax: 27+27 11 880 7080

The corporate secretary shall transmit any communication to the Board, or individual director(s), as applicable, as soon as practicable upon receipt. Absent safety or security concerns, the corporate secretary shall relay all communications, without any other screening for content.

CORPORATEGOVERNANCEGUIDELINES

The Board has adopted a set of corporate governance guidelines.Corporate Governance Guidelines. We will continue to monitor our corporate governance guidelinesCorporate Governance Guidelines and adopt changes as necessary to comply with rules adopted by the SEC and Nasdaq, and to conform to best industry practice. This monitoring will include comparing our existing policies and practices to policies and practices suggested by various groups or authorities active in corporate governance and the practices of other public companies. A copy of our corporate governance guidelinesCorporate Governance Guidelines is available on our website at www.net1.com under the “Investor Relations–Governance” section.www.net1.com.

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CODEOFETHICS

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

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            The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We currently have such procedures in place. A copy of our code of ethics is available upon request made either by mail to our corporate secretary at Net 1 UEPS Technologies, Inc., PO Box 2424, Parklands 2121, South Africa or by telephone to our Investor Relations Department at + 1 917-767-6722. A copy of our code of ethics is also available free of charge on our website at www.net1.com underwww.net1.com.

SHARE OWNERSHIP GUIDELINES

            Effective July 1, 2018, we adopted a share ownership guideline policy for our chief executive officer, other executive officers, and our non-employee directors. Our Chief Executive Officer is expected to own shares in our Company that have a value of four times his annual base salary and our other executive officers are expected to own shares that have a value of two times their annual base salary. Our non-employee directors are expected to own shares of our Company that have a value equal to $250,000. Shares may be owned directly by the “Investor Relations–Governance” section.individual owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children. Unvested time-based equity awards acquired through our Stock incentive plan are included in the computation of share ownership.

COMPENSATIONOFDIRECTORS

Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal 2016,2018, our non-employee directors received compensation as described below.

(1) As of June 30, 2016, the number of shares of restricted stock held by each non-employee director is as follows: Mr. Edwards – 8,445 Mr. Pein – 11,301; Mr. Seabrooke – 14,120.

(2) Represents shares of restricted stock granted on August 19, 2015, one-third of which vest on August 19, 2016, 2017 and 2018, respectively. Vesting of such shares is conditioned upon the recipient’s continuous service as a member of our Board through the applicable vesting date. The dollar value reflected is based on the closing price of our common stock on the date of grant. Based on this price, the number of shares granted was as follows: Mr. Edwards—4,489; Mr. Pein—5,985 and Mr. Seabrooke—7,481.

In determining fiscal 20162018 compensation, the Board analyzed the annual compensation of non-employee directors of U.S.- and UK-listed transaction processor companies with a range of market equity capitalizations above, below and comparable to ours. The peer group comprised: Heartland Payment Systems, Inc., Global Payments Inc., WEXBlue Label Telecoms Limited, Bottom Line Technologies Inc., Euronet Worldwide Inc., Total System Services, Inc., Verifone Systems, Inc.,Everi Holdings Inc, Evertec Inc, ExlService holdings Inc, Jack Henry & Associates, Inc., Sage Group plc and Green Dot Corporation.Corporation, MoneyGram International Inc., Verifone Systems, Inc and WEX Inc. In addition, the Board considered the various roles of the non-employee directors. Directors receive a base fee for membership on the Board. Directors who serve on Board committees and/or serve as Chairperson of Board committees receive additional compensation in recognition of the additional time they are required to spend on committee matters.

            Grants of restricted stock made during fiscal 2017, as well those grants made in prior years, originally vested over a three-year period. After the end of fiscal 2017, the Board consulted with Pay Governance, an independent compensation consultant, and determined that one-year vesting of restricted stock grants is a more common compensation practice for independent directors and therefore, amended the terms of outstanding awards to vest one-year after grant. As a result of this amendment, all shares held at June 30, 2017, were fully-vested.

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EQUITYCOMPENSATIONPLANINFORMATION

The following table sets forth information regarding our compensation plans under which our equity securities are authorized for issuance as of June 30, 2016:2018:

(1)   In connection with the acquisition of Prism in July 2006, we granted Prism employees options to purchase shares of common stock at an exercise price of $22.51 per share, which was the average of the high and low sale prices of the common stock on the date of grant. These options expired unexercised on August 24, 2016.

EXECUTIVECOMPENSATION

ANALYSIS OF RISK IN OUR COMPENSATION STRUCTURE

As part of its responsibilities to annually review all incentive compensation and equity-based plans, and evaluate whether the compensation arrangements of our employees incentivize unnecessary and excessive risk-taking, the Remuneration Committee evaluated the risk profile of our compensation policies and practices for fiscal 2016 and concluded that they do not motivate imprudent risk taking.2018 . In its evaluation, the Remuneration Committee reviewed our employee compensation structures, and noted numerous design elements that manage and mitigate risk without diminishing the incentive nature of the compensation, including:

• a balanced mix between cash and equity, and annual and longer-term incentives;
• caps on incentive awards at reasonable levels;
• linear payouts between target levels with respect to annual cash incentive awards;
• discretion on individual awards, particularly in special circumstances; and
• long-term incentives.

The Remuneration Committee also reviewed our compensation programs for certain design features that may have the potential to encourage excessive risk-taking, including: over-weighting towards annual incentives, highly leveraged payout curves, unreasonable thresholds, and steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds. The Remuneration Committee concluded that our compensation programs do not include such elements.

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In addition, the Remuneration Committee analyzed our overall enterprise risks and how compensation programs may impact individual behavior in a manner that could exacerbate these enterprise risks. For this purpose, the Remuneration Committee considered our growth and return performance, volatility and leverage. In light of these analyses, the Remuneration Committee concluded that it has a balanced pay and performance program that does not encourage excessive risk-taking that is reasonably likely to have a material adverse effect on us. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the long term.

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 2016EXECUTIVE SUMMARY

            In this Compensation SummaryDiscussion and Analysis, we:

• Outline our compensation philosophy and discuss how the Remuneration Committee determines executive pay.
• Describe each element of executive pay, including base salaries, short-term and long-term incentives and executive benefits.

            We anticipate that there may be changes to our compensation programs and rewards in fiscal 2018 as we continue to develop and revise our philosophy regarding how best to motivate our executives to drive towards our short-term and long-term growth.

Pay for Performance

            The Remuneration Committee considered the absolute and relative alignment of executive compensation when it considered the appropriateness of the level and form of compensation and found executive compensation and our performance to be aligned.

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Results of Shareholder Say-on-Pay Votes

             We provide our shareholders with the opportunity to cast an annual, nonbinding advisory vote to approve executive compensation (a “say-on-pay proposal”). At our annual meeting of shareholders held on November 15, 2017, approximately 70% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Remuneration Committee considered the outcome of that advisory vote to be an endorsement of the Remuneration Committee’s compensation philosophy and implementation. The Remuneration Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our named executive officers.

Highlighted Compensation Policies and Practices

            Our executive compensation and corporate governance policies are structured to closely link executive compensation to our performance and increase long-term shareholder value.

            To achieve our objectives, we have incorporated the following policies and practices:

            Our named executive officers for fiscal 2018 are set forth in the following table:

Overview14

Base Salary.Messrs. Kotzé, Pillay and Soma received base salary increases during fiscal 2018.

Base Salary: Agreements with Messrs. Smith and Oh.Mr. Smith’s salary was determined pursuant to an employment agreement, which became effective on March 1, 2018, and Mr. Oh received an increase in his salary pursuant to a new service agreement which became effective on July 1, 2017.

Performance-Based Annual Cash Incentive.Messrs. Kotzé, Pillay and Soma received payments of $235,200, $70,866 and $93,100, respectively, under our cash incentive award plan. Mr. Oh received 24% and 68%, respectively, of the potential quantitative and qualitative portions of his cash incentive award for fiscal 2018.

Discretionary Bonus.Mr. Smith received a bonus of $56,250 and a signing bonus of ZAR 3,000,000 ($252,806) during fiscal 2018.

Long-Term Equity Based Incentives.In August 2017, we made an annual award of restricted stock to Messrs. Kotzé, Pillay and Soma with vesting based on our share price performance based on 30-day volume-weighted average price (“VWAP”) targets for a measurement period from when we file our Annual Report on Form 10-K for the fiscal year ended 2020 and ending on December 31, 2020. The Remuneration Committee considers these VWAP targets to be challenging. In August 2017, we also made an award of restricted stock to Messrs. Kotzé, Oh, Pillay and Soma, with time-based vesting. 75%, 67% and 67% of FY 2018 long-term equity awards to Messrs Kotzé, Pillay and Soma, respectively, were performance based.

DEVELOPMENTS DURING FISCAL 2018

            Mr. Smith was employed as our Chief Financial Officer and Director on March 1, 2018.

COMPENSATION PROGRAM OVERVIEW FOR FISCAL 2018

The goal of our executive compensation program is the same as our goal for operating theour Company—to create long-term value for our shareholders. To achieve this goal, we seek to reward our named executive officers for sustained financial and operating performance and leadership excellence, to align their interests with those of our shareholders and to encourage them to remain with us for long and rewarding careers. This section of the proxy statement explains how our compensation program is designed and operates in practice with respect to the five individuals who comprised our named executive officers at the end of our 2016 fiscal year— Messrs. S.C.P. Belamant, Kotzé, Oh, P.M. Belamant and Soma.

Each element of our executive compensation program is designed to fulfill one or more of our performance, alignment and retention objectives. These elements consist of salary, bonus and both equity and non-equity incentive compensation. Each named executive officer receives one or more, but not necessarily all, of these elements.

14Compensation Components

In determining the type and amount of compensation for each executive officer, we focus on both current pay and the opportunity for future compensation and seek to combine compensation elements so as to optimize his or her contribution to us.

Pay Mix

We consider the mix of our compensation components from year to year based on our overall performance, an executive’s individual contributions, and compensation practices of other U.S.-U.S.-based and UK-based public companies including companies in our “peer group” described below. We do not have an exact formula for allocating between cash and non-cash compensation. We do, nonetheless, provide for a balanced mix of compensation components that are designed to encourage and reward behavior that promotes shareholder value in both the short and long term.

            Our executive compensation program is designed to attract, motivate and retain key executive talent and promote strong, sustainable long-term performance. The three components of total direct compensation delivered in our program are 1) base salary; 2) performance-based cash annual incentive and/or annual bonus; and 3) performance-based long-term equity-based incentives. We place an emphasis on variable performance-based pay, with approximately 71% percent of total target compensation for fiscal 2018 established for Mr. Kotzé based on achievement of performance objectives. Each component promotes value creation and aligns our management team’s compensation with our long-term strategic objectives.

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The chart below illustrates the mix of the elements of the 2016fiscal 2018 compensation program we established for our named executive officers who are eligible for incentive compensation, using target levels for the cash incentive component.component, “Bonus” represents the signing bonus paid to Mr. Smith and “Other” represents amounts paid to Mr. Oh related to participation in national health insurance and the national pension plan provided under the laws of South Korea, reimbursement for annual physical examinations for him and his spouse, and the use of a Company-provided car and driver for business and reasonable personal use:

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Compensation Objectives

Performance. We reward excellent performance byseek to motivate our named executive officers and motivate them to continue to produce superior, long-term results through a combination of cash bonuses, incentive payments and grants of restricted stock that dependvest based on the achievement of pre-defined levels of financial and operating goals and equity awards in the form of stock options or restricted stock that derive their value from increases in our share price and/or satisfaction of other financial and strategic performance goals. Base salary, bonus and non-equity incentive compensation are designed to reward annual achievements and be commensurate with each executive officer’s scope of responsibility, demonstrated ingenuity, dedication, leadership and management effectiveness. Equity incentive compensation generally focuses on achievement of longer term results.

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Alignment. We seek to align the interests of our named executive officers with our shareholders by evaluating them on the basis of financial and non-financial measurements that we believe ultimately drive long-term shareholder value. The elements of our compensation package that we believe align these interests most closely are a combination of annual quantitative and qualitative cash compensation awards stock option awards which increase in value as our stock price increases and restricted stock awards which vest over time and are granted or become vested upon the satisfaction of specified performance goals.

Retention. The long tenure of our management team, in particular, Messrs. S.C.P. Belamant, Kotzé, Pillay and Soma, has made them especially knowledgeable about our business and industry and thus particularly valuable to us. Mr. S.C.P. Belamant, in particular, has intricate knowledge of, and has created large parts of the proprietary technology and software deployed by us in our operations, which is an indispensable part of our technological advantage in our various operations and future developments in our growth pipeline. We wish to avoid losing these long-tenured officers and their invaluable knowledge, particularly given how important they are to our future performance. Therefore, retentionRetention is a key objective of our executive compensation program. We attempt to retain our named executive officers by seeking to provide a competitive pay package and using continued service as a condition to receipt of full compensation. The extendedtime-based vesting terms of equity awards have the effect of tying this element of compensation to continued service with us.

Implementing our Objectives

Organization of the Remuneration Committee

            The Remuneration Committee typically holds four regularly scheduled meetings each year, with additional meetings scheduled when required. There are currently four directors on the committee. Each member of the committee is required to be:

• An independent director under independence standards established by the NASDAQ.
• A non-employee director under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
• An outside director under Section 162(m) of the Internal Revenue Code.

Process for Determining Compensation.and General Industry Benchmarking

The Remuneration Committee analyzes compensation data of companies that it selects as a peer group to better understand how our pay package compares with those companies. The Remuneration Committee then uses this knowledge to develop our executive compensation program based on its judgment of what is appropriate and necessary to fulfill and maintain our staffing needs. As described in more detail below, it considers internal pay equity as between the Chief Executive Officer and the Chief Financial Officer and uses a formulaic approach to set the Chief Financial Officer’s compensation relative to the Chief Executive Officer’s compensation but does not do so for the other named executive officers.

The peer group selected by the Remuneration Committee comprises a broad spectrum of companies, which range significantly in size from a revenue, profitability and enterprise value perspective. The peer group consists of payment processing companies generally considered comparable to us in terms of their businesses (such as being a payment systems provider) as well as other companies within other parts of the information technology sector and those operating in or providing services in emerging markets. In the early part of each fiscal year, the Remuneration Committee establishes base salaries and sets the short-term cash incentive award plan remuneration targets and payment criteria. Following the end of each fiscal year, the Remuneration Committee determines the annual incentive cash payments and bonuses, if any, to be made to each executive officer based on their and our performance during the fiscal year.

Our peer group, which includes both U.S. and UK listed companies, consists of the following companies: Heartland Payment Systems, Inc., Global Payments Inc., WEX Inc., Euronet Worldwide, Inc., Total System Services, Inc., Verifone Systems, Inc., Jack Henry & Associates, Inc., Sage Group plc and Green Dot Corporation.

The Remuneration Committee’s process for determining compensation includes an analysis of all elements of compensation. The Remuneration Committee compares these compensation components separately and in total to compensation at the peer group companies, taking into account, among other things, theour relative market capitalizations of the Company andcapitalization against the members of the peer group. TheFor fiscal 2018, the Remuneration Committee setsset the compensation of Mr. Kotzé based onto take into account the total compensation package of Mr. S.C.P. Belamant. Since thefollowing issues. The role played by Mr. Kotzé iswas significantly broader than that of a typical Chief Executive Officer because he straddled the Chief Financial Officer and Chief Executive Officer positions during a time of corporate turbulence. The compensation of other named executive officers was determined based on specific performance criteria established by the Mr Kotzé and approved by the Remuneration Committee’s goal is to set this package at approximately 45% to 65%Committee.

            Our peer group, which includes U.S., UK and South African listed companies, consists of Mr. S.C.P. Belamant’s total compensation package.the following companies: Blue Label Telecoms Limited, Bottom Line Technologies Inc., Euronet Worldwide Inc., Everi Holdings Inc, Evertec Inc, ExlService holdings Inc, Jack Henry & Associates, Inc., Green Dot Corporation, MoneyGram International Inc., Verifone Systems, Inc and WEX Inc.

            Because the Remuneration Committee considersconsidered international comparables in its compensation analysis for both Messrs. S.C.P. Belamant andMr. Kotzé, theirhis total compensation packages arewere denominated in U.S. dollars (“USD”). Because Mr. Soma’s compensation package iswas derived from the amount of compensation we paypaid to Mr. Kotzé, his compensation package iswas also denominated in USD. Our other executive officers based in South Africa may elect to be paid in a currency other than USD, in which case the U.S. dollar amount is converted into South African Rand (“ZAR”) at the exchange rate in effect at the time of payment.

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In addition, as a result of Mr. S.C.P. Belamant’s relocation to the UK, from December 2015, he is paid his USD-denominated base salary in USD. In the early part of each fiscal year, the Remuneration Committee establishes base salaries and sets the short-term cash incentive award plan remuneration targets and payment criteria for Messrs. S.C.P. Belamant and Kotzé. Following the end of each fiscal year, the Remuneration Committee determines the annual incentive cash payments and bonuses, if any, to be made to each executive officer based on their and our performance during the fiscal year.

Compensation for fiscal 20162018 for Mr.Messrs. Smith and Oh was determined in accordance with his servicetheir respective compensation agreements. Mr. Oh’sSmith’s compensation iswas denominated in USD and paidconverted into South African Rand (“ZAR”) at the exchange rate in Korean won (KRW)effect at the time of payment in accordance with the terms of his negotiated serviceagreement. Mr. Oh’s compensation was denominated and paid in South Korean won (“KRW”) in accordance with the terms of their negotiated agreements. UnderCompensation for the other executives was based on recommendations and input from Mr. Kotzé with final approval by the Remuneration Committee.

Employment Agreements

            From time to time, we enter into employment agreements with senior executives of companies that we acquire in connection with the acquisition. Compensation under such employment agreements would not ordinarily be determined by reference to peer group comparisons. In March 2018, we entered into an employment agreement and a contract of employment agreement with Mr. Smith in connection with his roles with Net1 and Net1 Applied Technologies South Africa Proprietary Limited, respectively. In November 2017, we entered into two service agreements, he receives a base salary and is entitled to receive a cash incentive payment based upon the achievement of certain targets that are linked to the operating performance ofeffective July 1, 2017, with Mr. Oh in connection with his roles at Net1 Korea and KSNET. We have aligned KSNET’s fiscal year end with ours. However, in order to remain consistent with our Korean peer competitors, we continue to determine For more information about Messrs. Smith and Oh’s service agreements, see “Performance-Based Annual Bonuses—Mr. Oh’s cash incentive payment (and our KSNET staff’s remuneration) using KSNET’s financial results for the twelve month period ending December of each year. Accordingly, we determined Mr. Oh’s cash incentive payment for the twelve month period ended December 31, 2015.Oh” below.

Before the Remuneration Committee makes decisions on compensation for the year, it discusses with Mr. S.C.P. Belamant each executive officer’s performance during the year, his or her accomplishments and specific areas of progress. Mr. S.C.P. Belamant bases his evaluation on his knowledge of each executive officer’s performance (with due regard to the operational environment) and targets that have been set for a particular performance period. The executive officers are then evaluated based on their individual performance during the fiscal year. Mr. S.C.P. Belamant makes a recommendation to the Remuneration Committee on each executive officer’s compensation, except for his own and Mr. Kotzé’s compensation. Executive officers do not propose or seek approval for their own compensation. Mr. S.C.P. Belamant’s and Mr. Kotzé’s annual performance review is developed by the Remuneration Committee as a whole.

The Remuneration Committee also consults with Messrs. S.C.P. Belamant and Kotzé regarding non-executive officer employee compensation and is responsible for approving all awards under our stock incentive plan.

Equity Grant Practices.Practices

We believe that our long-term performance of our Company is achieved through a culture that encourages long-term performance by our executive officers through the use of stock and stock-based awards. Accordingly, awards of stock options and restricted stock are a fundamental element in our executive compensation program because they emphasize long-term performance, as measured by creation of shareholder value, and help align the interests of our shareholders and employees.

            We have granted equity awards through our stock incentive plan which was adopted by our Board and approved by our shareholders to permit the grant of stock options and other stock-based awards to our employees, directors and consultants. Options granted under the plan vest ratably over a period of three to five years after grant unless otherwise provided in a particular award agreement and have ten-year terms from the date of grant.

shareholders. In determining the size of an equity award to an executive officer, the Remuneration Committee considers the executive’s then current cash total compensation package (which includes salary, potential bonus and cash incentive award plan compensation), any previously received equity awards, the value of the grant at the time of award and the number of shares available for grants pursuant to our stock incentive plan.

We record stock-based compensation charges over the vesting term of the equity award as required under current accounting standards. When awarding equity compensation, management and the Remuneration Committee seek to weigh the cost of these grants with their potential benefits as a compensation tool. We believe that combining grants

ELEMENTS OF 2018 COMPENSATION

Base Salaries

            Our executive compensation programs emphasize performance-based pay. This includes annual bonuses and equity –based long term incentive awards. However, base salaries remain a necessary and typical part of stock optionscompensation for attracting and restricted stock effectively balances our objective of focusing ourretaining outstanding employees including ourat all levels.

Adjustments to Base Salary

            Salaries for fiscal 2018 for all named executive officers except Messrs. Smith and Oh were determined in the first quarter of fiscal 2018 after a review of our peer group companies described above. Messrs. Kotzé and Soma received base salary increases of 8% and 6%, respectively, during fiscal 2018. Mr. Pillay received a base salary increase of 77% effective October 1, 2017, for fiscal 2018. No other adjustments were made.

Base Salary Determined Under Employment Agreements

            Base salary for Mr. Smith was determined based on delivering long-term valuehis employment agreement effective March 1, 2018, and Mr. Oh’s base salary was based on his service agreements that became effective July 1, 2017.

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Performance-Based Annual Bonuses

Messrs. Kotzé, Pillay and Soma

            For fiscal 2018, the Remuneration Committee established a cash incentive award plan for Messrs. Kotzé, Pillay and Soma pursuant to which each of them would be eligible to earn a cash incentive award based on our shareholders,fiscal 2018 financial performance, our share price performance and each individual’s contribution toward the achievement of certain corporate objectives.

            The 2018 plan provides for a target level cash incentive award of 100% of Mr. Kotzé’s annual base salary for fiscal 2018. Under the plan, 70% will be based on quantitative factors including (i) our fiscal 2018 financial performance and (ii) our share price performance during a defined 365 day period; and 30% will be based on qualitative factors. The 2018 plan provides for a target level cash incentive award of 50% of Messrs. Pillay and Soma’s annual base salary for fiscal 2018 and 60% will be based on quantitative factors including (i) our fiscal 2018 financial performance and (ii) our share price performance during a defined 365 day period; and 40% will be based on qualitative factors.

            The quantitative portion of the award is limited, for Mr. Kotzé, to 150% of his base salary multiplied by 0.70 and, for Messrs. Pillay and Soma, to 64.3% of their base salary multiplied by 0.70; however, it is further divided and determined, as more fully described below, based on the achievement of certain fundamental diluted earnings per share (“Fundamental EPS”) and the achievement of certain levels of VWAP of our shares. The Fundamental EPS and VWAP components of the cash incentive award operate independently. It is possible for each executive to earn all or a portion of the Fundamental EPS component of the award but none of the VWAP component of the award and vice versa. The qualitative portion of the award is limited to 30% of Messrs. Kotzé’s annual base salary and 20% of Messrs. Pillay and Soma’s annual base salary and is based on certain predetermined performance criteria.

Quantitative Portion of the Cash Incentive Award Plan

Fundamental EPS Thresholds (60% of the Quantitative Portion of the Cash Incentive Award Plan)

            The Fundamental EPS component of the quantitative portion of the award provided for threshold, target and maximum amounts was 0%, 100% and 150% for each of Messrs. Kotzé, Pillay and Mr. Soma, respectively.

            The quantitative portion of the cash incentive award plan was based on the achievement of specified levels of Fundamental EPS for fiscal 2018. The following levels of Fundamental EPS would entitle the executive to receive the following percentages of this portion of the award:

            Fundamental EPS at or above $1.57 and below $1.90 will be interpolated relative to next threshold on a linear basis.Fundamental EPS is measured in U.S. dollars as our earnings per share on a constant currency basis determined in accordance with U.S. generally accepted accounting principles, as adjusted to exclude the effects related to (i) amortization of intangible assets (net of deferred taxes) and acquisition-related costs; (ii) stock-based compensation charges and (iii) other items that the Remuneration Committee may determine in its discretion to be appropriate (for example, accounting changes and one-time or unusual items).

VWAP Thresholds (40% of the Quantitative Portion of the Cash Incentive Award Plan)

            The VWAP component of the quantitative portion of the award provided for threshold, target and maximum amounts was 0%, 100% and 150% for each of Messrs. Kotzé, Pillay and Mr. Soma, respectively.

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            Thresholds are absolute and not subject to interpolation. In order to calculate the total quantitative portion of the cash incentive award, the percentages achieved with respect to each of the Fundamental EPS and VWAP components of the award (which can range from 0% - 150% in each case) are each multiplied by (a) 0.60 with respect to the Fundamental EPS component and 0.40 with respect to the VWAP component, (b) 0.70 for Mr. Kotzé and 0.30 for each of Messrs. Pillay and Soma, respectively, and (c) the executive’s 2018 base annual salary.

Qualitative Portion of the Cash Incentive Award Plan

            Mr. Kotzé was entitled to receive up to 30% of his annual base salary based on his individual contribution toward the achievement of the following performance criteria:

            Mr. Pillay was entitled to receive up to 20% of his annual base salary based on his individual contribution toward the achievement of the following performance criteria:

            Mr. Soma was entitled to receive up to 20% of his annual base salary based on his individual contribution toward the achievement of the following performance criteria:

Potential and Actual Payments

            The table below presents our potential and actual payments to Messrs. Kotzé, Pillay and Soma related to the quantitative portion of our cash incentive award plan for fiscal 2018:

            In August 2018, the Remuneration Committee met and determined each element of our financial performance described above and each executive’s contribution toward the qualitative objectives. Based on Fundamental EPS of $1.59 per share, the Remuneration Committee determined to award $73,500, $15,945 and $17,100, respectively, to each of Messrs. Kotzé, Pillay and Soma related to the Fundamental EPS component of the quantitative component of the fiscal 2018 cash incentive award plan and make no award to Messrs. Kotzé, Pillay and Soma in respect of the VWAP component because required share price targets were not achieved.

            In August 2018, the Remuneration Committee considered whether to make payments in respect of the qualitative portion of the cash incentive award plan. The Remuneration Committee determined to award Messrs. Kotzé, Pillay and Soma, 77%, 77.50% and 100%, or $161,700, $54,921 and $76,000, respectively, of the qualitative portion of the cash incentive award.

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            In reaching its conclusion regarding Mr. Kotzé, the Remuneration Committee considered several factors including Mr. Kotzé’s leadership regarding the phasing-out of the SASSA contract, development and improvement of business relationships with our objectivestrategic partners, development and presentation of providing value to our employees witha strategic plan and leadership of the equity awards.

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Stock options have value only to the extent that our stock price on the date of exercise exceeds the stock price on the date of grant or any particular minimum share price necessary to vest such options, and thus are an effective compensation tool only if the stock price appreciates during the vesting term. In this sense, stock options are a motivational tool.

Employment Agreements. Messrs. S.C.P. Belamant, Kotzé, P.M. Belamant and Soma are employed on an “at will” basis, without employment agreements, severance payment arrangements (except as required by local labor laws), or payment arrangements that would be triggered by a changeChief Financial Officer recruitment process which ultimately resulted in control. The absence of such arrangements enables us to terminate the employment of these named executive officersMr. Smith. In reaching its conclusions regarding Messrs. Pillay and Soma, the Remuneration Committee consulted with discretion asMr. Kotzé, regarding each executive’s achievement of their respective qualitative targets. Mr. Kotzé concluded that each of the executives had demonstrated their achievement of each of their individual qualitative targets and determined to award the 77.50% of the qualitative award to Mr. Pillay and the maximum qualitative award to Mr. Soma.

Discretionary Bonus for Mr. Smith

            The Remuneration Committee determined to award a bonus of 15% of fiscal 2018 base salary, or $56,250, to Mr. Smith. Mr. Smith successfully transitioned the Chief Financial Officer duties from Mr. Kotzé and ensured minimal disruption to our operations during the transition.

Pay mix for Chief Executive Officer

            The chart below illustrates the mix of the elements of the fiscal 2018 compensation program we established for Mr. Kotzé who was eligible for incentive compensation, using target levels for the cash incentive component.

Mr. Smith

            For fiscal year 2018, Mr. Smith’s base salary was determined in accordance with the terms of any severance arrangement that might be provided uponhis employment contract agreement. We entered into an employment agreement and a restrictive covenants agreement with Mr. Smith in connection with his role as our Chief Financial Officer. In addition, Mr. Smith and our wholly owned subsidiary, Net1 Applied Technologies South Africa Proprietary Limited, entered into a contract of employment (“SA Employment Contract”) and a restrictive covenants agreement, which also became effective on March 1, 2018. Mr. Smith is entitled to receive an annual base salary and an annual bonus/cash incentive award (subject to the Remuneration Committee’s determination of the qualitative and quantitative components of such termination. This is consistent with our performance-based employmentaward), both of which are denominated in USD and compensation philosophy.paid in South African Rand (“ZAR”) and was also paid a signing bonus of ZAR 3.0 million ($252,806, translated at exchange rates as of March 1, 2018).

We do have            Similar to the restraint of trade agreements that we have with each of theseour other named executive officers, except P.M. Belamant. The terms of these agreements provideMr. Smith’s restrictive covenant agreement provides that upon the termination of the executive’s employment, the executivehis services with us, he is restricted, for a period of 24 months, from soliciting business from certain customers, working for or holding interests in our competitors or participating in a competitive activity within the territories where we do business. The employment agreement provides that Mr. Smith is an at-will employee and his SA Employment Contract provides that either party may terminate the agreement with three months’ notice.

We do from time to time enter into employment agreements with senior executives of companies that we acquire21

Mr. Oh

            For fiscal year 2018, Mr. Oh’s base salary was determined in connectionaccordance with the acquisition. Compensation under such employment agreements would not ordinarily be determined by reference to peer group comparisons.terms of his service agreements. We entered into two such service agreements with Mr. Oh in June 2014,October 2017, in connection with his roles at Net1 Korea and KSNET. The terms of these two three-year agreements were based on the original KSNET service agreement with Mr. Oh that concluded in October 2010, and no peer group comparisons were performed.

We appointed Mr. Oh as a representative director of Net1 Korea and entered into a three-year service agreement with him in conjunction with such appointment. Under the Net1 Korea service agreement, Mr. Oh is entitled to receive the following cash compensation: (i) an annual base salary of KRW 10 million and (ii) an annual bonus of up to KRW 80 million, based on the achievement of qualitative targets determined by our Chairman. The qualitative target for the 2016 fiscal year was the successful launch in Korea during the year of any of our products that are not currently marketed by Net1 Korea in the Korean market (e.g., Virtual Credit Card, Variable PIN, Money transfers, and bill payments). The other terms of the Net1 Korea service agreement are substantially similar to the terms of the KSNET service agreement described below.

Under the KSNET service agreement, Mr. Oh is entitled to receive: (i) an annual base salary of KRW 405 million and (ii) an annual bonus of up to KRW 440 million, which comprises a quantitative and qualitative portion.

The quantitative portion of the annual bonus is capped at a maximum of KRW 338 million and will be based on the achievement of specified levels of KSNET’s free cash flow and profit before interest and tax and any bonus under the service agreement (“PBIT”) during any calendar year during the term of the service agreement, as described below. Mr. Oh is entitled to receive KRW 2 million for every KRW 1 billion of free cash flow (defined as operating cash flow, minus tax and capital expenditures) during the year. The maximum payable in respect of the free cash flow metric is KRW 50 million.

If PBIT is at least 90% but less than 100% of the previous year’s PBIT, then Mr. Oh is entitled to receive (i) KRW 208 million, minus (ii) KRW 10 million for each 1% by which current PBIT is less than the previous year’s PBIT. If PBIT is equal to or greater than the previous year’s PBIT, then Mr. Oh is entitled to receive KRW 208 million, plus KRW 3,333,333 for each 1% increase in PBIT when compared to the previous year (up to a maximum of KRW 80 million in respect of the excess), for a total maximum of KRW 288 million.

The qualitative portion of the annual bonus is capped at a maximum of KRW 102 million and is based on the achievement of certain key objectives to be determined annually by our Chairman. Each item comprising the qualitative portion is based on performance during our fiscal year ending June 30. Achievement of the qualitative targets will be determined by our Remuneration Committee each year.

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The qualitative targets for the 2016 fiscal year were:

(i)   If KSNET maintains or improves its market position in the Korean card value-added network (“VAN”) market, or if KSNET internally improves the relative contribution of the banking VAN, payment gateway (“PG”), and purchase business unit compared to the core VAN business unit (i.e. if banking VAN, PG, and purchase business unit contribute more than the current 14% of gross profit), Mr. Oh is entitled to receive KRW 50 million; and

(ii)   If KSNET is not the subject of any adverse regulatory findings, fines, or penalties during the relevant period, Mr. Oh is entitled to receive KRW 52 million.

Under the terms of histhese service agreements, Mr. Oh is entitled to participatereceive an annual base salary, an annual bonus (comprising quantitative and qualitative performance measures) and other benefits, including participation in national health insurance and the national pension plan provided under the laws of South Korea, to receive reimbursement for annual physical examinations for him and his spouse, education expenses and to makethe use of a company providedCompany-provided car and driver for business and reasonable personal use.

            We have aligned KSNET’s fiscal year end with ours. However, in order to remain consistent with our South Korean peer competitors, we continue to determine the quantitative portion of Mr. Oh’s annual bonus (and our KSNET staff’s remuneration) using KSNET’s financial results for the twelve month period ending December 31 of each year. Accordingly, we determined Mr. Oh’s cash incentive payment for the twelve month period ended December 31, 2017.

Similar to the restraint of trade agreements that we have with our other named executive officers, Mr. Oh’s service agreement provides that upon the termination of his services with us, he is restricted, for a period of 36 months, from soliciting business from certain customers, working for or holding interests in our competitors or participating in a competitive activity within the territories where we do business. The service agreement also provides for certain payments upon his termination of service by us without just cause, which payments are described below under “Potential Payments Upon Termination or Change-in-Control” on page 28.29.

Considerations Regarding Tax Deductibility of Compensation. Section 162(m) of the Code places a limit of $1 million on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer and each of the three most highly compensated executive officers other than our Chief Executive Officer or Chief Financial Officer. Certain qualified performance-based compensation is not subject to this deduction limit. To maintain flexibility in compensating our named executive officers in a manner designed to promote our various corporate goals, it is not a policy of the Remuneration Committee that all executive compensation must be tax-deductible. The Remuneration Committee believes that the importance of retaining this flexibility outweighs the benefits of tax deductibility.Quantitative Metrics

Compensation Consultants.Neither we nor the Remuneration Committee have any contractual arrangement with any compensation consultant or used the services of any compensation consultant who has a role in determining or recommending the amount or form of executive officer compensation.

Role of Shareholder Say-on-Pay Votes.We provide our shareholders with the opportunity to cast an annual, nonbinding advisory vote to approve executive compensation (a “say-on-pay proposal”). At our annual meeting of shareholders held on November 11, 2015, approximately 73% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Remuneration Committee considered the outcome of that advisory vote to be an endorsement of the Remuneration Committee’s compensation philosophy and implementation. The Remuneration Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our named executive officers.

Elements of 2016 Compensation

Base Salary.Salaries for fiscal 2016 were determined in the first quarter of the 2016 fiscal year after a review of our peer group companies described above. The annual base salaries of Messrs. S.C.P. Belamant, Kotzé and Soma were increased by 3% to $1,004,250, $531,480 and $324,450, respectively. The increase in annual base salary in each case was effective July 1, 2015. Mr. Oh received base salaries for fiscal 2016 under the terms of his new service agreements. See “Implementing our Objectives—Employment Agreements.” Mr. P.M. Belamant’s annual base salary was increased by 3% to GBP 190,776, effective October 1, 2015.

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Payments under Cash Incentive Award Plan for Messrs. S.C.P. Belamant and Kotzé. During the first quarter of fiscal 2016, the Remuneration Committee established a cash incentive award plan for Messrs. S.C.P. Belamant and Kotzé pursuant to which each of them would be eligible to earn a cash incentive award based on our fiscal 2016 financial performance and his individual contribution toward the achievement of certain corporate objectives. The plan provided for a target-level cash incentive award of 100% of the executive’s base salary for fiscal 2016, 70% of which was to be based on a quantitative metric (achievement of specified levels of fundamental diluted earnings per share) and 30% of which was to be based on the level of achievement of the qualitative factors described below.

The quantitative portion of the award provided for threshold, target and maximum amounts of 50%, 100% and 200% for Mr. S.C.P. Belamant, and 50%, 100% and 150% for Mr. Kotzé,Oh’s annual bonus comprises approximately 65% of the executive’s respective base salary multiplied by 0.70 (to reflect that 70%potential bonus amount is capped at a maximum of the target award was based on the quantitative factors). The qualitative portion of the award was limited to 100% of the executive’s base salary multiplied by 0.30 (to reflect that 30% of the target award was based on qualitative factors).

Quantitative Portion of the Cash Incentive Award Plan

The quantitative portion of the cash incentive award plan wasKRW 364 million and is calculated based on the achievement of specified levels of fundamental diluted earnings per share for fiscal 2016. The following levels(i) KSNET’s free cash flow and (ii) profit before interest and tax and any bonus under his service agreement (“PBIT”) during any calendar year during the term of fundamental diluted earnings per share entitle the executiveservice agreement, as described below.

            Mr. Oh is entitled to receive KRW 2 million for every KRW 1 billion of free cash flow (defined as operating cash flow, minus tax and capital expenditures) during the following percentages of this portion of the award:

Fundamental EPS above $2.49 and below $2.73 is interpolated on a linear basis and rounded to the nearest percentage.

Quantitative Portion of the Cash Incentive Award Plan—Potential and Actual Payments

year. The table below presents our potential and actual payments to Messrs. S.C.P. Belamant and Kotzé related to the quantitative portion of our cash incentive award plan for fiscal 2016:

After the close of fiscal 2016, the Remuneration Committee met and determined each element of the Company’s financial performance described above and each executive’s contribution toward the progress against the qualitative objectives. Based on fundamental diluted earnings per share of less than $2.49 per share, the Remuneration Committee determined to make no award to Messrs. S.C.P. Belamant and Kotzémaximum payable in respect of the quantitative portionfree cash flow metric is KRW 54 million.

            If PBIT is at least 90% but less than 100% of the cash incentive award plan for fiscal 2016.

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Qualitative Portion of the Cash Incentive Award Plan

Each of Messrs. S.C.P. Belamant and Kotzé wasprevious year’s PBIT, then Mr. Oh is entitled to receive up(i) KRW 225 million, minus (ii) KRW 22.5 million for each 1% by which current PBIT is less than the previous year’s PBIT. If PBIT is equal to 30%or greater than the previous year’s PBIT, then Mr. Oh is entitled to receive KRW 225 million, plus KRW 3.4 million for each 1% increase in PBIT when compared to the previous year (up to a maximum of his annual base salary based on his individual contribution toward the achievement of the following Company-wide shareholder enhancing objectives no later than August 2016 (which is the scheduled time during the year that the Remuneration Committee reviews performance against the qualitative metrics of our cash incentive award plan):

After the close of fiscal 2016, the Remuneration Committee considered whether to make paymentsKRW 85 million in respect of the qualitative portionexcess), for a total maximum of the cash incentive award plan. The Remuneration Committee determined to award each of Mr. S.C.P. Belamant and Mr. Kotzé 83.33%, or $251,063 and $132,870, respectively, of the qualitative portion of the cash incentive award.KRW 310 million.

In reaching its conclusion, the Remuneration Committee considered several factors. First, the Remuneration Committee identified that succession planning remains a priority issue for our Board and an ongoing obligation of Mr. S.C.P. Belamant. The Remuneration Committee acknowledged that a new organizational plan had been produced by Mr. S.C.P. Belamant as a blueprint for growth of our Company; however, the Board still has to consider and discuss the organization plan. The Remuneration Committee therefore determined that there was progress in the succession plan; however, it had not been finalized at August 25, 2016.

Second, the Remuneration Committee determined that the targeted growth and geographical expansion of the mobile payments business had been achieved, including signing an agreement in India and the acquisition of Transact 24 and Masterpayment.

Lastly, the Remuneration Committee noted that a fully functioning office had been established in the United Kingdom during the period and four employees, including Messrs S.C.P. Belamant and P.M. Belamant, are now based there. The Remuneration Committee determined that the target had been achieved in light of this progress as well as the on-going business development activities in Europe and elsewhere.

Bonus for Mr. Oh pursuant to employment contracts.            The table below presents our potential and actual payments to Mr. Oh related to the achievement of his quantitative targets during fiscal 2018:

Qualitative Metrics

            The qualitative portion of the annual bonus is capped at a maximum of KRW 200 million and is based on the achievement of certain key objectives to be determined annually by our Chairman. Each item comprising the qualitative portion is based on performance during our fiscal year ending June 30. Achievement of the qualitative targets will be determined by our Remuneration Committee each year.

            The qualitative targets for fiscal 2016:2018 were:

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For fiscal 2016,2018, the Remuneration Committee awarded $87,037$123,339, or approximately 68%, to Mr. Oh for the qualitative portion of his bonus. In reaching its award determination, the Remuneration Committee concluded that Mr. Oh had met two of his qualitative objectives for fiscal 2016:2018, namely: (1) maintaining or improving our market position insignificantly improves the Korean Cardrelative contribution of Banking VAN, marketPG, WCF and Purchase business and (2) KSNET not being subject to any adverse regulatory findings, fines or penalties.penalties and partially achieved two of these objectives, namely: (1) maintaining or improving our market position in the South Korean card VAN market, (2) progress in growing new business and (3) cooperation with other Net1 group companies. The Remuneration Committee determined that Mr. Oh had not successfully launched anyformulated a succession plan for KSNET.

Equity grants

Time-based Equity Incentive Awards

            On August 23, 2017, we granted 50,000 shares of our productsrestricted stock to Mr. Kotzé and 15,000 shares of restricted stock to each of Messrs. Oh, Pillay and Soma, respectively, all of which include only a time-based vesting condition. These shares of restricted stock will vest only if the recipient remains employed by us on a full-time basis on August 23, 2020. Any shares that do not vest in Korea,accordance with the above-described conditions will be forfeited.

Equity Awards to Mr. Smith on March 1, 2018

            On March 1, 2018, Mr. Smith received 22,817 shares of restricted stock, of which 11,409 will vest on March 1, 2019, and 11,408 will vest on March 1, 2020, subject to his continued employment.

Performance-based Equity Incentive Awards

            On August 23, 2017, we granted restricted stock to Messrs. Kotzé, Pillay and Soma that is subject to time-based and performance-based vesting. Mr. Kotzé was onegranted 150,000 shares of restricted stock representing approximately 200% of his objectives

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Bonuses for Messrs S.C.P. Belamant, Kotzé, P.M. Belamant and Soma.The Remuneration Committee determined to award a bonus of 10% of fiscal 2016current base salary or $100,425 and $53,148, respectively, to Messrs S.C.P. Belamant and Kotzé as recognition for closing the International Finance Corporation transaction, ongoing negotiations with SASSA and managing ongoing legal proceedings against our Company. Mr. P.M. Belamant, our Managing Director – ZAZOO Limited received a bonus of $66,772 for fiscal 2016, as a result of his contribution to the internationalization of our business and steps to diversify our operations outside of South Africa and his ongoing oversight of the existing South African businesses in his portfolio, including our Manje services that have proven to be extremely successful in a short period of time. Mr. Soma, our Vice-President – Information Technology received a bonus of $113,558 for fiscal 2016, as a result of his ongoing management of our strategic relationship with MasterCard, World Food Program and Grindrod Bank Limited and continuing oversight of the information technology component of our Sarbanes-Oxley compliance. These relationships are vital to our South African businesses, including social welfare distribution and EasyPay Everywhere, as well as to our international expansion plans where a worldwide MasterCard agreement may provide us with competitive pricing and result in accelerated implementations.

Equity Incentive Awards. On August 19, 2015, Messrs. S.C.P. Belamant, Kotzé, Oh, P.M. BelamantPillay and Soma were awarded 100,175, 39,762, 12,000, 11,600 and 12,000each granted 30,000 shares of our restricted stock respectively.representing approximately 75% of their current base salaries. The values of these grants are presented in the Summary Compensation Table below. These shares of restricted stock will vest in full only on the date, if any, both of the following conditions are satisfied: (1)

            The VWAP levels and vesting percentages related to such levels are as follows:

            Any shares that do not vest in accordance with the recipient is employed by us on a full-time basis onabove-described conditions will be forfeited.

OTHER CONSIDERATIONS

Section 162(m)

            Prior to December 22, 2017, when the date that we file our Annual Report on Form 10-K for the fiscal year ended June 30, 2018Tax Cuts and (2) if that condition is satisfied, then the shares will vest based on the levelJobs Act of Fundamental EPS we achieve for the fiscal year ended June 30, 20182017 (“2018 Fundamental EPS”TCJA”), as follows – (i) one-third was signed into law, Section 162(m) of the shares will vestInternal Revenue Code of 1986, as amended (“IRC”), limited our deduction for federal income tax purposes to not more than $1 million of compensation paid to certain executive officers in a calendar year. Compensation above $1 million could be deducted if we achieve 2018 Fundamental EPS of $2.88; (ii) two-thirds ofit was “performance-based compensation.” Under the shares will vest if we achieve 2018 Fundamental EPS of $3.30;TCJA, the performance-based exception has been repealed and (iii) all of the shares will vest if we achieve 2018 Fundamental EPS of $3.76. At levels of 2018 Fundamental EPS greater $2.88$1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and less than $3.76, the number of shares that will vest will be determined by linear interpolation relativetop three other highest compensated executive officers serving at fiscal year-end. The new rules generally apply to 2018 Fundamental EPS of $3.30.taxable years beginning after December 31, 2017.

Other.From December 2015,23

            Prior to the TCJA, the Remuneration Committee agreedhad not adopted a policy requiring all compensation to pay Mr. S.C.P. Belamant a housing allowance. In addition,we provide on-site residential security services for Mr. S.C.P. Belamant consisting of two armed guards. These services are provided based on bona fide business-related security concerns and are an integral part of our overall risk management program. The Board believes that provision of these security services is a necessary and appropriate business expense because Mr. S.C.P. Belamant’s personal safety and security are of the utmost importance to us and our shareholders. These security services may be viewed as conveying a personal benefit to Mr. S.C.P. Belamant. We believe that it is beneficial for Mr. Kotzé to obtain citizenship of a country in the European Uniondeductible, in order to effectively expand intomaintain flexibility in compensating our executive officers in a manner designed to promote our objectives. Going forward, while the European marketplace.We have agreedRemuneration Committee intends to pay all costs relatedevaluate the effects of the revised compensation limits of Section 162(m) on any compensation it proposes to grant, the Remuneration Committee intends to continue to provide future compensation in a manner consistent with our best interests and those of our shareholders, including compensation that is potentially not deductible.

The Remuneration Committee’s Advisors

            In June 2017, the Remuneration Committee retained Pay Governance, an independent advisor, to assist with its executive compensation and non-employee director remuneration. The committee has the sole authority to select, compensate and terminate its external advisors.

            The Remuneration Committee has assessed Pay Governance’s independence pursuant to SEC rules and concluded that there are no conflicts of interest. Pay Governance is a nationally recognized independent advisor of executive compensation advisor services.

Clawback Policy

            The Remuneration Committee adopted a clawback policy in February 2017 which applies to named executive officers who receive “incentive compensation.” For purposes of the Clawback Policy “incentive compensation” means any cash compensation or the portion of an award of cash compensation that is granted, earned or vested based wholly upon the attainment of a performance measure that is determined and presented in accordance with the accounting principles used in preparing our financial statements or derived wholly or in part from such measure and share price or total shareholder return. The policy requires the forfeiture, recovery or reimbursement of the incentive compensation earned within the two-year period preceding the date on which we are required to prepare an accounting restatement under the applicable plans as:

• required by applicable law; or

• due to material noncompliance with any financial reporting requirement under the U.S. securities laws that is caused by any current or former named executive officer’s fraud or intentional misconduct that caused or substantially caused the need for such restatement.

Anti-hedging Policy

            We maintain an anti-hedging policy, which prohibits employees and directors from trading in puts, calls, options or other future rights to purchase or sell shares of our common stock. Officers and directors are also prohibited from pledging their shares. An exception to this processprohibition may be granted where a person wishes to pledge shares as collateral for a loan (not including margin debt) and during fiscal 2016 we reimbursed certain legal expense incurred. During fiscal 2016, Mr. S.C.P. Belamant and Mr. Kotzé electedclearly demonstrates the financial capacity to have unused vacation days paidrepay the loan without resort to them.

Under Mr. Oh’s service agreement, he was paid or reimbursedthe pledged securities. Any person wishing to enter into such an arrangement must first receive pre-approval for the items described under “— Compensation Discussion and Analysis—Implementingproposed transaction from our Objectives—Employment Agreements.” As a result of PM Belamant’s relocation to the UK, we agreed to pay the monthly rental fees for his private residence until such time as he purchases a property, at which time he would be entitled to a housing allowance. This benefit expires in November 2016. He also participates in a tax equalization program under which we will reimburse him, in cash, for any additional taxes paid as a result of his residence in the UK. Finally, we have agreed to reimburse Mr. P.M. Belamant for two economy class seats per calendar year between South Africa and the UK.Group Compliance Officer.

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REMUNERATION COMMITTEE REPORT

For the Year Ended June 30, 20162018

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Net 1 UEPS Technologies, Inc. specifically incorporates it by reference into a document filed under the Exchange Act.

The Remuneration Committee, which comprises threeconsists of four independent directors, has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with our Chief Executive Officer, Serge C.P. Belamant, and our Chief Financial Officer, Herman G.Mr. Kotzé. Based on this review and discussion, the Remuneration Committee recommended to our Board that the “Compensation Discussion and Analysis” section be included in our Annual Report on Form 10-K and this proxy statement.

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EXECUTIVE COMPENSATION TABLES

The following narrative, tables and footnotes describe the “total compensation” earned during fiscal years 2016, 20152018, 2017 and 2014,2016, as applicable, by our named executive officers. The total compensation presented below in the Summary Compensation Table does not reflect the actual compensation received by our named executive officers or the target compensation of our named executive officers in fiscal 2016.2018. The actual value realized by our named executive officers in fiscal 20162018 from long-term equity incentives (options and restricted stock) is presented in the Option Exercises and Stock Vested Table on page 28.29.

Target annual incentive awards for fiscal 20162018 are presented in the Grants of Plan-Based Awards table on page 26.27.

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SUMMARY COMPENSATION TABLE⁽¹⁾

The following table sets forth the compensation earned by our named executive officers for services rendered during fiscal years 2016, 20152018, 2017 and 2014.2016.

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PAY RATIO DISCLOSURE

            Mr. Herman G. Kotzé, who serves as our Chief Executive Officer, had total compensation for fiscal year 2018 was $1,952,833, as reflected in the Summary Compensation Table above. We have selected June 30, 2018, as the date to identify our median employee. As of June 30, 2018, we had 8,379 employees, which includes 2,651 employees related to our June 30, 2018, DNI acquisition. These 2,651 DNI employees and our CEO are excluded from our June 30, 2018, pay ratio calculations, and therefore we have used 5,727 employees as our pay ratio disclosure population. Almost all of our employees included in this population are based in jurisdiction outside of the United States and the vast majority, approximately 94%, of these employees, are employed in South Africa and contribute to our South African processing and financial inclusion businesses.

            We have used the annualized functional currency base salary of our employees included in our pay ratio disclosure population as of June 30, 2018, and calculated the United States dollar equivalent of these salaries by converting the functional currency amounts to United States dollars using exchange rates as of June 30, 2018. We have sorted this list from lowest to highest and we estimate that our median employee had a United States dollar equivalent salary of $5,349 as of June 30, 2018. Mr. Kotzé’s fiscal year 2018 base salary was approximately 365 times that of our median employee.

            The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculating the pay ratio, as permitted by SEC rules.

ACTUAL 20162018 COMPENSATION MIX

The chart below illustrates the mix of the actual elements of the compensation program paid in fiscal 20162018 for our named executive officers pursuant to our target incentive compensation program:officers:

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GRANTS OF PLAN-BASED AWARDS⁽¹⁾

The following table provides information concerning non-equity and equity incentive plan awards granted during fiscal 20162018 to each of our named executive officers.officers.

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OUTSTANDING EQUITY AWARDS AT 20162018 FISCAL YEAR-END⁽¹⁾

The following table shows all outstanding equity awards held by our named executive officers at the end of fiscal 2016.2018. The market value of unvested shares reflected in this table is calculated by multiplying the number of unvested shares by the per share closing price of $9.99$9.08 of our common stock on June 30, 2016,2018, the last trading day of the fiscal year.