Audit & Risk Committee Charter

LESAKA TECHNOLOGIES, INC. AUDIT & RISK COMMITTEE CHARTER

1. EXECUTIVE SUMMARY 3

   1. INTRODUCTION 3

2. PURPOSE, COMPOSITION AND MEETING OF THE COMMITTEE 4

   1. PURPOSE OF THE COMMITTEE 4

   2. COMPOSITION 4

      • MEMBERSHIP 4

      • APPOINTMENT AND REMOVAL OF MEMBERS 5

      • CHAIRPERSON AND SUBCOMMITTEE 5

   3. MEETINGS 5

3. RESPONSIBILITIES 5

   1. DUTIES AND POWERS 5

      • DOCUMENTS/ REPORTS/ ACCOUNTING INFORMATION REVIEW 5

      • INDEPENDENT AUDITOR 6

      • FINANCIAL REPORTING PROCESSES, ACCOUNTING POLICIES, AND INTERNAL CONTROL PROCEDURE 7

      • INTERNAL AUDIT 8

      • LEGAL, COMPLIANCE AND RISK MANAGEMENT 8

      • OTHER RESPONSIBILITIES 9

4. RESOURCES AND AUTHORITY 9

   1. RESOURCES AND AUTHORITY 9

5. CHARTER REVIEW 10

   1. ANNUAL REVIEW 10

1. ‌EXECUTIVE SUMMARY
   1. ‌INTRODUCTION

      The Audit & Risk Committee (hereinafter referred to as the "Committee") of the Board of Directors (hereinafter referred to as the "Board") of Lesaka Technologies, Inc. (hereinafter referred to as the "Company") has the responsibilities, authority and duties described in this charter (hereinafter referred to as the "Charter").

      The Committee plays an important role in overseeing the Company's governance, risk management

      and internal control practices. The Committee shall provide independent oversight to the Board.

      The Charter below sets forth the authority and responsibility of the Committee in fulfilling its purpose.

2. ‌PURPOSE, COMPOSITION AND MEETING OF THE COMMITTEE
   1. ‌PURPOSE OF THE COMMITTEE

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

      • The Company's accounting and financial reporting processes and the audit of the Company's

        financial statements;

      • The Company's compliance with legal and regulatory requirements;

      • The qualifications, independence, and performance of the Company's independent auditors and of

        the internal audit function;

      • Review and approve the internal audit plan, evaluate the performance thereof and address findings;

      • Oversee the risk management function, ensuring effective identification and mitigation of risks in the organisation; and

      • The Company's systems and disclosure controls and procedures, internal controls over financial

        reporting and compliance with ethical standards adopted by the Company.

        The Committee shall encourage continuous improvement and foster adherence to the Company's policies, procedures, and practices at all levels. The Committee has the authority to conduct investigations into any matters within its scope of responsibility.

        The Committee's principal responsibility is one of oversight. The fundamental responsibility for the Company's financial statements and disclosures rests with management and the independent auditor. The Committee relies on: management for the preparation and accuracy of the Company's financial statements; both management and the Company's internal audit management for establishing effective internal controls and procedures to ensure the Company's compliance with accounting standards, financial reporting procedures and applicable laws and regulations; and the Company's independent auditors for an unbiased, diligent audit or review, as applicable, of the Company's financial statements and the effectiveness of the Company's internal controls. The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures.

        The Committee shall fulfil its responsibilities by carrying out the activities enumerated in Section 3 of this Charter. The Committee shall report regularly to the Board regarding the execution of its duties and responsibilities and circulate copies of Committee minutes to the Board.

   2. ‌COMPOSITION
      • ‌MEMBERSHIP

        The Committee shall be appointed by the Board and shall comprise at least three (3) directors of the Company.

        Each Committee member shall meet the applicable standards of independence and the determination of independence shall be made by the Board and as defined by applicable listing standards.

        Each Committee member shall be a person other than a chairman of the board or an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director and shall otherwise meet the independence requirements of The NASDAQ Stock Market LLC ("NASDAQ"), the Securities and Exchange Commission (the "SEC"), and applicable law.

        No member of the committee shall have participated in the preparation of the financial statements of the Company or any of its subsidiaries at any time in the prior three years.

        All members of the Committee must comply with all financial literacy requirements of the securities exchanges on which the Company is listed. At least one member shall qualify as an "audit & risk committee financial expert" as defined by the SEC and determined by the Board and appropriate disclosure shall be made. The existence of such a member, including their name and the fact that they are independent, shall be disclosed in periodic filings as required by the SEC.

      • ‌APPOINTMENT AND REMOVAL OF MEMBERS

        Each member of the Committee shall be elected by the Board upon the recommendation of the Nominating and Corporate Governance Committee at the first Board meeting following each annual meeting of shareholders and shall serve until the first Board meeting following the next annual meeting of shareholders and until their successors are elected and qualify.

        The Board may remove any Committee member with or without cause.

        A director shall not serve as a member of the Committee, if any executive officer of the Company serves on the board of directors of another company that employs such director as an executive officer.

      • ‌CHAIRPERSON AND SUBCOMMITTEE

        The Board shall elect one member of the Committee as the chairperson of the Committee (the

        "Chairperson").

   3. ‌MEETINGS

      The Committee shall hold meetings at least four (4) times each year at such times and places as it deems necessary to fulfil its responsibilities and shall hold such additional meetings as deemed necessary or desirable by the Chairperson and as may be required to perform the functions described under "Duties and Powers" below.

      Each scheduled meeting shall conclude with an executive session of the Committee without members of management being present.

      In addition, the Committee shall meet periodically in separate executive sessions with management, the director of the internal audit function and the independent auditor. The Committee shall also meet with the independent auditor and management to discuss the annual audited financial statements and quarterly financial statements, including the Company's disclosures under "management's discussion and analysis of financial condition and results of operations".

3. ‌RESPONSIBILITIES
   1. ‌DUTIES AND POWERS

      To fulfil its responsibilities and duties, the Committee shall:

      • ‌DOCUMENTS/ REPORTS/ ACCOUNTING INFORMATION REVIEW

        • Review and reassess this Charter periodically, at least annually, and recommend to the Board any necessary amendments;

        • Review and discuss with management, the internal auditors, and the independent auditor the Company's annual and quarterly financial statements prior to the first public release of the Company's financial results for such year or quarter, and the Company's Annual Report