THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Net 1 UEPS Technologies, Inc. (UEPS)

10/28/2005 Proxy Information

Pursuant to the common stock purchase agreement, dated January 30, 2004, between us and SAPEF III International G.P. Limited (or its nominees), SAPEF III is entitled to designate three nominees to our board of directors. SAPEF IIIÕs current designees are Messrs. Antony Ball, Chad Smart and Alasdair Pein. We are currently negotiating with SAPEF III certain registration rights with respect to the shares of common stock owned by SAPEF III. For services provided related to the Aplitec transaction, Brait received fees totaling approximately $3.7 million. Brait exercised its option to purchase an equivalent of 833,333 shares of our commons stock for an exercise price of $3.00 per share as partial payment for services rendered. The remaining amount was paid in cash in July 2004. Antony Ball is a director and an officer of Brait S.A. and certain affiliates, including without limitation, Brait International and those affiliates that manage SAPEF and SAPET. Chad Smart is an officer of Brait S.A. and certain affiliates, including without limitation, Brait International and those affiliates that manage SAPEF and SAPET. Each of Messrs. Ball and Smart is a member of our board of directors.

Pursuant to the stock purchase agreement, dated July 18, 2005, among the investment entities affiliated with General Atlantic, us and certain other parties, General Atlantic is entitled to designate one nominee to our board of directors. This designee is currently Mr. Wendelstadt. In addition, pursuant to the stock purchase agreement, we agreed to grant registration rights to provide, under certain circumstances and subject to certain limitations, rights with respect to the registration under the Securities Act of our shares held by investment entities affiliated with General Atlantic. We are currently negotiating these rights pursuant to a registration rights agreement.

We have a credit facility with Nedbank, pursuant to which Nedbank has agreed to provide us with a revolving credit facility of up to ZAR500,000,000, or approximately $76.9 million. Borrowings under the facility bear interest at NedbankÕs prime lending rate minus 200 base points. The facility is cross-guaranteed by all of our subsidiaries and is secured by our accounts receivable and intercompany loans receivable. The facility has no termination date but is reviewed annually by Nedbank. During July 2005, we borrowed approximately $4.8 million against this facility in order to fund operations. These amounts were repaid in August 2005. Other than these borrowings, as a group we have not made any other borrowings under the credit facility.

Nedbank beneficially owns approximately 10% of our outstanding special convertible preferred stock, which represents 2.7% of the outstanding shares of our voting stock. We provide Nedbank with POS devices and other pay processing hardware. In addition, we have a software development and maintenance contract with Nedbank and provide other sundry services. During our years ended June 30, 2005 and 2004, we earned $2.0 and $1.6 million, respectively under the software development and maintenance contract and $11.1 million and $0.9 million, respectively in hardware sales from Nedbank. In addition, during the year ended June 30, 2004, we earned $0.1 million from other sundry services. Included in our accounts receivable as of June 30, 2005 and 2004 was $0.8 and $1.0 million, respectively due from Nedbank.

In July 2005, we entered into an agreement with Nedbank pursuant to which Nedbank agreed to waive certain licensing restrictions under our agreements with Nedbank.

From July 2002 to April 2004, Net 1 Holdings S.a.r.l. made payments on our behalf to various creditors, including attorneys, accountants and financial advisors. Included in our trade and other payables as of June 30, 2004, was $0.4 million due to Net 1 Holdings S.a.r.l. In October, 2004, the amount payable to Net 1 Holdings S.a.r.l. was paid in full. As of June 30, 2004, Net 1 Holdings S.a.r.l. owned of record the equivalent of 1,420,097 shares of our common stock. Dr. Belamant was the chief executive officer of Net 1 Holdings S.a.r.l. and could vote all of its shares. Net 1 Holdings S.a.r.l. was liquidated and wound up during the year ended June 30, 2005.

Pursuant to a board resolution dated January 29, 2002, approximately $0.4 million, (2003: $0.2 million) of consulting fees payable to our former chief executive officer Claude Guerard were postponed until we had sufficient funds. In July 2004, the amount payable to Mr. Guerard was paid in full.