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 and Principal Accounting Officer or controller(who also serves as our principal accounting officer) and other senior personnel performing similar functions, to adhere to this code in addressing the legal and ethical issues encountered in conducting their work. Our code of ethics requires avoidance of conflicts of interest, compliance with all laws and other legal requirements, conduct of business in an honest and ethical manner, integrity and actions in our best interest. Directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the code. The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We currently have such procedures in place. A copy of our code of ethics is available upon request made either by mail to our corporate secretary at Net 1 UEPS Technologies, Inc., P OPO Box 2424, Parklands 2121, Gauteng, 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 under the “Investor Relations—Relations–Governance” section.

COMPENSATIONOFDIRECTORS

Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal 2013,2016, our non-employee directors received compensation as described below.

(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 20132016 compensation, the Board analyzed the annual compensation of non-employee directors of US-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: Micros Systems Inc, Heartland Payment Systems, Inc., Global Payments Inc., Wright Express Corporation,WEX Inc., Euronet Worldwide, Inc., Total System Services, Inc., Verifone Systems, Inc., Jack Henry & Associates, Inc. and, Sage Group plc.plc and Green Dot Corporation. 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 chairChairperson of Board committees receive additional compensation in recognition of the additional time they are required to spend on committee matters.

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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, 2013:2016:

(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 20132016 and concluded that they do not motivate imprudent risk taking. 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:

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 20132016 Compensation Summary

Overview

The goal of our executive compensation program is the same as our goal for operating the company—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 fourfive individuals who comprised our named executive officers at the end of our 20132016 fiscal year—Dr. Messrs. S.C.P. Belamant, and Messrs. Kotzé, Oh, P.M. Belamant and Soma. Our named executive officers have the broadest job responsibilities and are the only individuals who have policy-making authority.

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.

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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.

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 US-U.S.- 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.

The chart below illustrates the mix of the elements of the 20132016 compensation program we established for our named executive officers who are eligible for incentive compensation, using target levels for the cash incentive component.

Compensation Objectives

Performance. We reward excellent performance by our named executive officers and motivate them to continue to produce superior, long-term results through a combination of cash bonuses, incentive payments that depend on 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 Remuneration Committee recognizes that the talent pool in South Africa is more limited than in other more developed countries. In addition, the long tenure of our South Africa-based management team, in particular, Dr.Messrs. S.C.P. Belamant, and Messrs. Kotzé and Soma, has made them especially knowledgeable about our business and industry and thus particularly valuable to us. Dr.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, retention 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 extended vesting terms of equity awards have the effect of tying this element of compensation to continued service with us.

Implementing our Objectives

Process for Determining Compensation.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 engagedoperating in or providing services in emerging markets.

Our peer group, which includes both USU.S. and UK listed companies, consists of the following companies: Micros Systems Inc., Heartland Payment Systems, Inc., Global Payments Inc., Wright Express Corporation,WEX Inc., Euronet Worldwide, Inc., Total System Services, Inc., Verifone Systems, Inc., Jack Henry & Associates, Inc. and, 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, the relative market capitalizations of Net1the Company and the members of the peer group. The Remuneration Committee sets the compensation of Mr. Kotzé based on the total compensation package of Dr.Mr. S.C.P. Belamant. Since the role played by Mr. Kotzé is significantly broader than that of a typical Chief Financial Officer, the Remuneration Committee’s goal is to set this package at approximately 45% to 65% of Dr.Mr. S.C.P. Belamant’s total compensation package. Because the Remuneration Committee considers international comparables in its compensation analysis for both Dr.Messrs. S.C.P. Belamant and Mr. Kotzé, their total compensation packages are denominated in US dollars.U.S. dollars (“USD”). Because Mr. Soma’s compensation package is derived from the amount of compensation we pay to Mr. Kotzé, his compensation package is also denominated in US dollars.USD. Our executive officers based in South Africa may elect to be paid in a currency other than US dollars,USD, in which case the USU.S. dollar amount is converted into ZARSouth 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 our chiefMessrs. S.C.P. Belamant and financial officers.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 20132016 for Mr. Oh was determined in accordance with his employment agreement.service agreements. Mr. Oh’s compensation is denominated and paid in Korean won (KRW) in accordance with the terms of his negotiated employment agreement.service agreements. Under the employment agreement,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 of Net1 Korea and KSNET. We had expected to alignhave aligned KSNET’s fiscal year end with ours, however, it is not practicable at this stageours. However, in order to make this change.remain consistent with our Korean peer competitors, we continue to determine 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 2012.31, 2015.

Before the Remuneration Committee makes decisions on compensation for the year, it discusses with Dr.Mr. S.C.P. Belamant each executive officer’s performance during the year, his or her accomplishments and specific areas of progress. Dr.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. Dr.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. Dr.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 Dr.Messrs. S.C.P. Belamant and Mr. Kotzé regarding non-executive officer employee compensation and is responsible for approving all awards under our Stock Incentive Plan.stock incentive plan.

Equity Grant Practices.We believe that long-term performance of our companyCompany 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 foster a commonalityhelp align the interests of interest betweenour shareholders and employees. We have granted equity awards through our Stock Incentive Planstock incentive plan which was adopted by our Board of Directors 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.

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.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 of stock options and restricted stock effectively balances our objective of focusing our employees, including our named executive officers, on delivering long-term value to our shareholders, with our objective of providing value to our employees with 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. Our South African resident executivesMessrs. 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 change in control. The absence of such arrangements enables us to terminate the employment of these named executive officers with discretion as to the terms of any severance arrangement that might be provided upon such termination. This is consistent with our performance-based employment and compensation philosophy.

We do have restraint of trade agreements with each of these named executive officers.officers, except P.M. Belamant. The terms of these agreements provide that upon the termination of the executive’s employment, the executive 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.

However, weWe do from time to time enter into employment agreements with senior executives of companies that we acquire in connection with and as a condition to the acquisition. Compensation under that initialsuch employment agreementagreements would not ordinarily be determined by reference to peer group comparisons. We entered into an employmenttwo service agreements with Mr. Oh in June 2014, 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, in connection with our acquisition of KSNET. Under this employment agreement, which expires on June 30, 2014,and no peer group comparisons were performed.

We appointed Mr. Oh receivesas 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 37510 million for the entire term,and (ii) an annual conditional guaranteed bonus of up to KRW 20080 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 (iii)(ii) an annual conditional incremental 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 2.72%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 base salary multiplied by an operating profit growth multiple. KRW 80 million in respect of the excess), for a total maximum of KRW 288 million.

The qualitative portion of the annual guaranteed bonus is conditionedcapped at a maximum of KRW 102 million and is based on KSNET achieving operating profit in athe 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 (defined as KSNET net income before interest, taxation andending June 30. Achievement of the conditional guaranteed bonus and the conditional incremental bonus), that is greater or equal to operating profitqualitative targets will be determined by our Remuneration Committee each year.

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The qualitative targets for the immediately preceding fiscal year. Operating profit growth multiple is the amount (expressed in percentage terms), if any, beyond which operating profit in a2016 fiscal year exceeds operating profit forwere:

(i)   If KSNET maintains or improves its market position in the immediately preceding fiscal year by 15%. The combined conditional guaranteedKorean card value-added network (“VAN”) market, or if KSNET internally improves the relative contribution of the banking VAN, payment gateway (“PG”), and incremental bonuspurchase 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 limitedentitled to 125%receive KRW 50 million; and

(ii)   If KSNET is not the subject of annual base salary. We agreed that a fiscal year would end in December because we did not changeany adverse regulatory findings, fines, or penalties during the year end of KSNET from Decemberrelevant period, Mr. Oh is entitled to June as was initially contemplated when signing the employment agreement with Mr. Oh. Accordingly, Mr. Oh’s annual conditional guaranteed and incremental bonuses are calculated on the 12 month period ended December 31, 2012, for the purposes of fiscal 2013.receive KRW 52 million.

Under the terms of his employment agreement,service agreements, Mr. Oh is entitled to participate in national health insurance and the national pension plan provided under the laws of Korea, to receive reimbursement for annual physical examinations for him and his spouse, education expenses and to make use of a company provided car and driver for business and reasonable personal use.

Similar to the restraint of trade agreements that we have with our other named executive officers, Mr. Oh’s employmentservice 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 employmentservice 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 25.

Considerations Regarding Tax Deductibility of Compensation.Section 162(m) of the US tax codeCode 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.

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 October 31, 2012,November 11, 2015, approximately 72%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 20132016 Compensation

Base Salary.Salaries for fiscal 20132016 were determined in the first quarter of the 20132016 fiscal year after a review of our peer group companies described above. NoneThe annual base salaries of our named executive officers received aMessrs. 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 increasein each case was effective July 1, 2015. Mr. Oh received base salaries for fiscal 2013.2016 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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The table below presents our potential and actual payments to Messrs. S.C.P. Belamant and $637,875 for Mr. Kotzé. See related to the Grantsquantitative portion of Plan-Based Awards table on page 23 for information about theour cash incentive award plan target levels.for fiscal 2016:

After adoptionthe 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 Kotzé in respect of the quantitative portion of the cash incentive award plan several significantfor fiscal 2016.

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Qualitative Portion of the Cash Incentive Award Plan

Each of Messrs. S.C.P. Belamant and unforeseen developments affected us forKotzé was entitled to receive up to 30% of his annual base salary based on his individual contribution toward the remainderachievement 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 2013.2016, 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 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.

In reaching its conclusion, the Remuneration Committee considered several factors. First, the costs (including direct employee implementation costs, smart card costsRemuneration Committee identified that succession planning remains a priority issue for our Board and capital expenditures)an ongoing obligation of implementingMr. 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 SASSA contract were significantly higher than anticipated, primarily becauseBoard still has to consider and discuss the number of beneficiaries whom we were contractually required to enrollorganization plan. The Remuneration Committee therefore determined that there was continually revised upward by SASSA, from an initial estimate of 15.5 million to approximately 21.7 million, comprising approximately 9.5 million grant recipients and 12.2 million beneficiaries (rather thanprogress in the earlier estimate of 6 million beneficiaries associated with these recipients). This upward revision, together with an extension of the enrollment deadline for grant recipient cardholders, required us to spend significantly more on implementation than wesuccession plan; however, it had anticipated. Our total cash outlay of approximately $105 million was measurably more than we had initially anticipated.

Second, the AllPay tender litigation continued into 2013 (and continues to date), with three separate appeals filed by AllPay during the course of the year (two with the South African Constitutional Court and one with the South African Supreme Court of Appeal). Despite the fact that AllPay has been unsuccessful in its challenges of the SASSA tender award to us, our management has been forced to devote a tremendous amount of time and attention to each phase of the litigation. Third, in late November 2012, we received notice that we were being investigated by the U.S. Department of Justice and the Securities and Exchange Commission for potential violations of the Foreign Corrupt Practices Act. We have been cooperating with the investigation. However, the investigation has been costly, has compromised the ability of management to devote their time to other matters relating to our business and has damaged our reputation, which has also negatively affected our ability to execute our strategic plan during the past year.

As a result of these unforeseen developments, the Remuneration Committee determined after considerable discussion that the targeted growth and geographical expansion of the mobile payments business had been achieved, including signing an agreement in retrospect,India and the cash incentive award plan proved inadequate as a measurement tool by which to gauge the performanceacquisition of Dr. BelamantTransact 24 and Mr. Kotzé under the circumstances. After much deliberation,Masterpayment.

Lastly, the Remuneration Committee decidednoted that it would be appropriate to award bonusesa fully functioning office had been established in lieu of cash incentive awards based on the Committee’s judgmentUnited Kingdom during the period and assessment of the accomplishments of Dr.four employees, including Messrs S.C.P. Belamant and Mr. Kotzé during the year. In determining the amount of the bonus awards, theP.M. Belamant, are now based there. The Remuneration Committee useddetermined that the value spectrumtarget had been achieved in light of potential awards under the original incentive planthis progress as well as the targeted levels providedon-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 for fiscal 2016:

For fiscal 2016, the Remuneration Committee awarded $87,037 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: (1) maintaining or improving our market position in the plan as a benchmarkKorean Card VAN market and (2) KSNET not being subject to measure the achievements of Dr. Belamant and Mr. Kotzé.any adverse regulatory findings, fines or penalties. The Remuneration Committee in particular was cognizant of the successful, timely and cost-efficient implementation of the SASSA contract, a complex and logistically demanding projectdetermined that now serves as a showcase for our ability to roll out a national social grants payment system. In addition, we achieved a significant company milestone by facilitating the interoperabilityMr. Oh had not successfully launched any of our proprietary UEPS technology with the global EMV standardproducts in Korea, which was one of his objectives

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Bonuses for Messrs S.C.P. Belamant, Kotzé, P.M. Belamant and issued MasterCard-branded UEPS/EMV smart cards to 10 million of our social welfare grant customers. After reviewing the executives’ achievements over a difficult and demanding time, theSoma.The Remuneration Committee determined to pay bonusesaward a bonus of 10% of fiscal 2016 base salary, or $100,425 and $53,148, respectively, to Dr.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. KotzéP.M. Belamant, our Managing Director – ZAZOO Limited received a bonus of $812,175 and $429,975, respectively.

Conditional Guaranteed and Incremental Bonus for Mr. Oh. Mr. Oh met his conditional guaranteed bonus target and therefore an amount of $186,507 was paid to him$66,772 for fiscal 2013. Mr. Oh did not meet2016, as a result of his conditional incremental bonus targetcontribution to the internationalization of our business and therefore no incremental bonus was paidsteps to him for fiscal 2013.

Bonus for Mr. Soma.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—Vice-President – Information Technology received a bonus of $72,000$113,558 for fiscal 20132016, as a result of his oversightongoing management of various software development projects, including the UEPS/EMV application for MasterCard-branded SASSA cards; oversight of the deployment of UEPS/EMV enabled hardwareour strategic relationship with MasterCard, World Food Program and software related to our SASSA contract during the implementation phases;Grindrod Bank Limited and continuing oversight of the information technology component of our Sarbanes OxleySarbanes-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. InOn August 2012, Dr.19, 2015, Messrs. S.C.P. Belamant, Mr. Kotzé, Oh, P.M. Belamant and Mr. Soma were awarded options to purchase 102,000, 54,000100,175, 39,762, 12,000, 11,600 and 50,00012,000 shares of commonour restricted stock, respectively. These options are exercisable at a price of $8.75 per share, which was the closing price of our common stock on the Nasdaq Stock Market on August 22, 2012.One-third of the options awarded to Dr. Belamant, Mr. Kotzé and Mr. Soma vest on each of the first, second and third anniversaries of the grant date and expire ten years after the grant date, conditioned on the continuous service of the recipient through the applicable vesting date.

Finally, the performance target, of $1.90 fundamental earnings per share for fiscal 2013, related to the second and third trancheshares of restricted stock grantedwill vest in November 2010 was not metfull only on the date, if any, the following conditions are satisfied: (1) the recipient is employed by us on a full-time basis on the date that we file our Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and accordingly 33,333(2) if that condition is satisfied, then the shares will vest based on the level of Fundamental EPS we achieve for the fiscal year ended June 30, 2018 (“2018 Fundamental EPS”), as follows – (i) one-third of the shares will vest if we achieve 2018 Fundamental EPS of $2.88; (ii) two-thirds of the shares will vest if we achieve 2018 Fundamental EPS of $3.30; and 22,000(iii) all of the shares will vest if we achieve 2018 Fundamental EPS of our common stock$3.76. At levels of 2018 Fundamental EPS greater $2.88 and less than $3.76, the number of shares that will vest will be forfeiteddetermined by Dr.linear interpolation relative to 2018 Fundamental EPS of $3.30.

Other.From December 2015, the Remuneration Committee agreed to pay Mr. S.C.P. Belamant and Mr. Kotzéa housing allowance. In addition, respectively, in November 2013.

Other.Wewe provide on-site residential security services for Dr.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 Dr.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 Dr.Mr. S.C.P. Belamant. We believe that it is beneficial for Mr. Kotzé to obtain citizenship of a country in the European Union in order to effectively expand into the European marketplace.We have agreed to pay all costs related to this process and during fiscal 2016 we reimbursed certain legal expense incurred. During fiscal 2016, Mr. S.C.P. Belamant and Mr. Kotzé elected to have unused vacation days paid to them.

Under Mr. Oh’s employmentservice agreement, he iswas paid or reimbursed for the items described under “— Compensation Discussion and Analysis—Implementing 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 reimbursementa 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 mandatory national health insurance, national pensionany 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 school fees and is entitled to the use of an automobile.UK.

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