Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Ms. Ekta Singh-Bushell as an Independent
Non-Executive Director
On September 17, 2018, the board of directors (the Board) of
Net 1 UEPS Technologies, Inc. (the Company) increased the size of the Board
from six to seven members and appointed Ekta Singh-Bushell to the Board,
effective October 1, 2018, for a term that will expire at the Companys next
annual meeting of shareholders. Ms. Singh-Bushell was also appointed to the
nominating and corporate governance, audit and remuneration committees.
The Board determined that Ms. Singh-Bushell 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).
Ms. Singh-Bushell serves on public and private corporate boards
to which she brings diverse global management experience in financial, digital,
technology, cybersecurity and risk operations. These include being a
non-employee director of TTEC Holdings Inc. (Nasdaq: TTEC), Datatec Limited
(JSE: DTC), and DSW Inc. (NYSE: DSW) and a Strategic Board Advisor to
DecisionsGPS LLC.
She was previously Chief Operating Officer in the Executive
Office of The Federal Reserve Bank of New York and prior to that had a 17 year
career with Ernst & Young (EY). She served in several senior partner roles
with EY including US Innovation and Digital Strategy Leader, Northeast Advisory
People Leader and Chief Information Security Officer. She has also served in
various Board roles for the Asian American Federation. During her extensive
career, she has lived and worked in India, the UK and the USA.
Ms. Singh-Bushell is a Certified Public Accountant (USA). She
has a Masters degree in Electrical Engineering and Computer Science from the
University of California, Berkeley, and a Bachelors of Engineering Degree from
the University of Poona, India. She is also skilled in the science of
governance, relationship and executive leadership effectiveness, having
completed programs at Harvard Business School, Kellogg School of Management,
INSEAD and Singapore Management University.
Ms. Singh-Bushell will receive compensation for her 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 29,
2017.
In connection with Ms. Singh-Bushells appointment to the
Board, the Company entered into (i) an independent director agreement, dated as
of September 18, 2018 (the Independent Director Agreement), providing for,
among other things, the terms of Ms. Singh-Bushells service, compensation and
liability, and (ii) an indemnification agreement, dated as of September 18, 2018
(the Indemnification Agreement), providing Ms. Singh-Bushell with customary
indemnification, the terms of which are identical in all material respects to
the agreements that the Company previously entered into with its directors, and
were filed with the Securities and Exchange Commission as Exhibit10.5 to the
Companys Annual Report on Form 10-K, dated as of August 24, 2017, and Exhibit 10.32. to the Companys Annual
Report on Form 10-K, dated as of August 25, 2016.
Ms. Singh-Bushell has no reportable transactions under Item
404(a) of Regulation S-K.