Terms of Engagement

This document sets out a summary of the basis on which Mora Capital Partners (Pty) Ltd engages with prospective and contracted clients. It is for information purposes only and does not constitute a contract. The specific commercial and legal terms of any engagement are governed exclusively by the signed Capital Advisory and Funding Introduction Mandate Agreement.

Mora Capital Partners is a capital advisory and transaction structuring firm registered in the Republic of South Africa (registration number 2026/217033/07). We specialise in sourcing, structuring, and facilitating funding solutions for corporate clients of meaningful scale, through introductions to financial institutions, lenders, investors, development finance institutions, private credit providers, and other capital providers. We focus exclusively on transactions of significant quantum and complexity, where our capital structuring expertise, relationship network, and bespoke deal-packaging capability create demonstrable value.

Mora Capital Partners is a capital advisor. We are not a lender, credit provider, or financial intermediary.

• We are not a credit provider as contemplated under the National Credit Act, 34 of 2005
• We are not a financial services provider as contemplated under the Financial Advisory and Intermediary Services Act, 37 of 2002
• We do not lend money, approve credit, or guarantee funding
• We do not provide regulated financial products or services

All credit and funding decisions are made independently by the relevant financial institutions, lenders, or investors, subject to their own credit assessment, due diligence, approval processes, and legal documentation.

Under a signed mandate, Mora Capital Partners provides:

• Reviewing, analysing, and assessing the client's funding requirements and financial position
• Structuring bankable and commercially viable funding proposals
• Preparing or assisting with funding documentation, business plans, financial models, and information memoranda
• Independent credit assessment of counterparties and contract risk
• Targeted funder selection and pre-sounding
• Introducing the client to potential lenders, investors, financial institutions, DFIs, private credit providers, and other funding partners
• Facilitating, co-ordinating, and managing discussions and negotiations with potential funding partners
• Advising on optimal capital structures, funding instruments, and transaction terms
• Providing ongoing deal support through to financial close and disbursement

• Asset and Equipment Finance
• Project and Infrastructure Finance
• Contract and Trade Finance
• Working Capital Facilities and Revolving Credit
• Structured Debt and Mezzanine Finance
• Private Credit and Alternative Lending
• Equity and Quasi-Equity Investment
• Development finance and other institutional or private funding solutions

5.1 Preliminary Review

Prior to formal engagement, Mora Capital Partners conducts a preliminary review of the prospective transaction at our own risk and cost. We assess whether the transaction is likely to be bankable and whether our structuring expertise can add demonstrable value. We reserve the absolute right to accept or decline any prospective engagement. The preliminary review does not constitute the rendering of services and creates no contractual obligation on either party.

5.2 Formal Engagement

Where we elect to accept an engagement, we enter into a written Capital Advisory and Funding Introduction Mandate Agreement with the client. The mandate is signed by both parties, and the date of countersignature by Mora Capital Partners constitutes the Effective Date. From the Effective Date, the rendering of services and the client's obligation to settle the Packaging and Structuring Fee both arise.

5.3 Execution

Following formal engagement, we proceed with structuring, documentation, funder selection, submission, negotiation co-ordination, and execution support through to financial close.

Our engagements are remunerated through a combination of an upfront Packaging and Structuring Fee and a Success Fee. The specific quantum of each fee is set out in the signed mandate agreement applicable to the relevant engagement.

6.1 Packaging and Structuring Fee

An upfront fee payable on the Effective Date of the mandate, in consideration for our acceptance of the engagement and the commitment of our resources, expertise, relationship capital, and intellectual property. The Packaging and Structuring Fee is non-refundable, including where funding is not ultimately secured, where the client elects not to proceed, or where the client terminates the engagement. Where funding is successfully secured and a Success Fee becomes payable, the Packaging and Structuring Fee is credited in full against the Success Fee then payable.

6.2 Success Fee

A success-based fee calculated as a percentage of the total funding amount secured, approved, committed, or made available through our services. The applicable percentage is specified in the signed mandate agreement. The Success Fee becomes due upon formal funding approval, signing of any loan or facility agreement, financial close, or first disbursement — whichever occurs first.

6.3 General

All fees are quoted exclusive of VAT. Specific commercial terms are governed exclusively by the signed mandate agreement.

Mora Capital Partners' introductions and relationships with capital providers constitute proprietary intellectual property. All mandate agreements include comprehensive non-circumvention, non-solicitation, and anti-avoidance provisions protecting Mora Capital Partners against attempts to bypass the firm in dealings with introduced capital providers. Mandate agreements include a Tail Period during which the Success Fee remains payable on any funding arrangement entered into with an introduced capital provider, regardless of the reason for termination. The duration of the Tail Period is specified in the signed mandate agreement.

Mora Capital Partners maintains strict confidentiality with respect to all financial, commercial, operational, strategic, and transaction-related information exchanged during an engagement. Confidential information is disclosed to potential capital providers only to the extent necessary and on a confidential basis. All processing of personal information is conducted in accordance with POPIA. Further detail is in our Privacy Notice at www.moracapitalpartners.com/privacy-notice.

Prospective clients are encouraged to obtain independent legal, financial, and tax advice in respect of any mandate agreement and the fees payable. Mora Capital Partners does not provide legal or tax advice.

Submit a transaction for preliminary review by emailing a transaction summary and supporting documentation to deals@moracapitalpartners.com. Include where available:

• Company profile and shareholding structure
• Funding requirement, purpose, and proposed structure
• Latest annual financial statements and management accounts
• Six months of bank statements
• Relevant contracts, purchase orders, tenders, or SLAs
• Director and shareholder information
• Any supporting financial models or transaction documentation

Mora Capital Partners will conduct a preliminary review at our risk and cost and confirm whether the transaction is suitable for engagement.

Mora Capital Partners (Pty) Ltd

Registration No. 2026/217033/07

18 Big Charles Avenue, Mooikloof, Pretoria, Gauteng, 0081

Email (deal submissions): deals@moracapitalpartners.com

Email (general): tiego@moracapitalpartners.com

Telephone: +27 68 818 2163

Website: www.moracapitalpartners.com