Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Alfred Mockett as an Independent
Non-Executive Director
On May 29, 2017, the board of directors (the Board) of Net 1
UEPS Technologies, Inc. (the Company), upon the recommendation of the Boards
audit committee, increased the size of the Board from five to six members and
appointed Alfred Mockett to the Board, effective June 1, 2017, for a term that
will expire at the Companys next annual meeting of shareholders. Mr. Mockett
was also appointed to the nominating and corporate governance, audit and
remuneration committees.
The Board determined that Mr. Mockett is independent under the
rules of The Nasdaq Stock Market as well as the applicable rules and regulations
adopted by the U.S. Securities and Exchange Commission (the SEC).
Mr. Mocketts career spans more than 30 years of guiding
publicly and privately held corporations worldwide. He has served as chief
executive officer of Dex One Corporation, a NASDAQ-listed provider of online,
mobile and print marketing solutions, chairman and chief executive officer of
Motive Inc, a NASDAQ-listed provider of broadband and mobile service management
software, chairman and chief executive officer of American Management Systems, a
billion dollar NYSE-listed consulting firm to the global financial services and
communications industries, and chief executive officer of British
Telecommunications divisions and subsidiaries: BT Ignite, BT Worldwide, BT
Global Communications, and BT Special Businesses.
Mr. Mockett currently serves as non-executive chairman of Hibu
Group Limited and non-executive director of Corporate Risk Holdings LLC.
As previously disclosed, pursuant to the policy agreement,
dated April 11, 2016 (the Policy Agreement), by and among International
Finance Corporation, IFC African, Latin American and Caribbean Fund, LP, IFC
Financial Institutions Growth Fund, LP, and Africa Capitalization Fund, Ltd.
(collectively, the IFC) and the Company, the IFC has the right to nominate one
director to the Companys board of directors so long as the IFC in aggregate
beneficially own shares representing at least 5% of the Companys common stock.
The IFC has advised the Company that it regards Mr. Mockett as the independent
director nominated by the IFC under the terms of the Policy Agreement.
Mr. Mockett will receive compensation for his Board and
committee service in accordance with the Companys standard compensation
arrangements for non-employee directors, which are described in the Companys
definitive proxy statement on Schedule 14A filed with the SEC on September 30,
2016.
In connection with Mr. Mocketts appointment to the Board, the
Company entered into (i) an independent director agreement, dated as of June 1,
2017 (the Independent Director Agreement), providing for, among other things,
the terms of Mr. Mocketts service, compensation and liability, and (ii) an
indemnification agreement, dated as of June 1, 2017 (the Indemnification
Agreement), providing Mr. Mockett with customary indemnification. The foregoing
descriptions of the Independent Director Agreement and Indemnification Agreement
are qualified in their entirety by reference to the text of
such agreements, which are filed as Exhibits 10.62 and 10.63 to this Current
Report on Form 8-K and incorporated herein by reference.
Mr. Mockett has no reportable transactions under Item 404(a) of
Regulation S-K.