Proposed Social Bond

LUTHANDO MADUNA FOUNDATION

PROPOSED R500 BILLION MULTI-TRANCHE LISTED SOCIAL BOND PROGRAMME

INSTITUTIONAL PROGRAMME MEMORANDUM, PRELIMINARY PROSPECTUS & COMPREHENSIVE TERM SHEET

Programme: Luthando Maduna Foundation Social Bond Programme
Aggregate Programme Size: Up to R500,000,000,000
Issuer: Stratum Financial Group
Social Programme Sponsor: Luthando Maduna Foundation
Listing Venue: [JSE Limited Subject to Approval]
Currency: South African Rand (ZAR), unless otherwise specified
Programme Type: Multi-Tranche Social and Infrastructure Investment Bond Programme
Status: Proposed / Indicative / Subject to Regulatory, Legal, Investment and Listing Approvals
Date: 29 September 2026
Version: Institutional Master Draft

PART I — PROGRAMME OVERVIEW

1. INTRODUCTION

1.1 Purpose

The Luthando Maduna Foundation proposes the establishment of a large-scale, multi-tranche listed social bond programme with an aggregate programme capacity of up to R500 billion.

1.2 Programme Objective

The Programme is intended to mobilise institutional, corporate, development-finance and qualifying private capital towards a portfolio of measurable social and economic infrastructure initiatives across South Africa and, subject to applicable approvals and structures, the wider SADC and African markets.

1.3 Core Development Philosophy

The Programme is founded on the principle that communities should participate not only as consumers of economic infrastructure but, through appropriately structured investment vehicles, as participants in the economic value generated by such infrastructure.

1.4 Core Programme Concept

The Programme combines:

1. social infrastructure;

2. affordable and inclusive property development;

3. employment creation;

4. local enterprise development;

5. sports infrastructure;

6. community participation;

7. digital financial inclusion;

8. institutional investment;

9. responsible capital formation; and

10. measurable social impact.

1.5 Wealth Rotation System

The Programme incorporates the proposed Wealth Rotation System (“WRS”), under which participating consumers may, subject to the final legal and economic structure, interact with participating commercial businesses through a digital platform and potentially participate economically in qualifying investment structures.

1.6 Fundamental Principle

The Programme is intended to move from a conventional model of:

Income → Consumption → Expense

towards a model in which qualifying economic activity may support:

Income → Consumption → Business Revenue → Economic Value → Investment → Community Participation

PART II — DEFINITIONS

2.1 General Definitions

For purposes of this Programme:

2.1.1 “Foundation”

Means the Luthando Maduna Foundation, being the proposed social-purpose programme sponsor.

2.1.2 “Programme”

Means the R500 billion Luthando Maduna Foundation Social Bond Programme.

2.1.3 “Issuer”

Means the entity ultimately appointed and legally authorised to issue the Bonds.

2.1.4 “Bonds”

Means debt securities issued pursuant to the Programme.

2.1.5 “Tranche”

Means an individual issuance of Bonds under the Programme.

2.1.6 “Social Projects”

Means projects satisfying the Programme's approved Social Bond Framework and eligibility criteria.

2.1.7 “Programme Manager”

Means the entity appointed to coordinate implementation, reporting, administration and programme execution.

2.1.8 “Independent Trustee”

Means an appropriately authorised and independent trustee appointed to safeguard applicable investor and programme interests.

2.1.9 “Community Participant”

Means an individual or qualifying organisation participating in an approved community ownership, savings, investment or social programme.

2.1.10 “WRS”

Means the Wealth Rotation System described in this Prospectus.

2.1.11 “Stratum Fintech”

Means the proposed technology platform through which approved community financial participation and transaction functionality may be facilitated.

2.1.12 “Stratum Property Group”

Means the proposed property development platform responsible for developing qualifying property assets.

2.1.13 “Net Profit”

Means profit calculated according to the final audited accounting methodology approved for the relevant programme entity.

PART III — PROGRAMME TERMS

3.1 Principal Programme Terms

PART IV — PROGRAMME SIZE AND ISSUANCE STRATEGY

4.1 Aggregate Programme Limit

The Programme shall have a maximum aggregate nominal issuance capacity of:

R500,000,000,000

subject to applicable regulatory, legal, market and issuer capacity requirements.

4.2 Staged Issuance

The R500 billion Programme is not intended to constitute a single immediate issuance.

Issuance may occur through multiple tranches according to:

1. project readiness;

2. investor demand;

3. regulatory approvals;

4. construction requirements;

5. financing requirements;

6. cash-flow requirements;

7. market conditions;

8. credit enhancement availability; and

9. social-impact eligibility.

4.3 Indicative Tranche Architecture

The Programme may include:

4.3.1 Tranche A — Social Infrastructure Bonds

Funding:

• housing;

• community infrastructure;

• schools;

• clinics;

• public facilities;

• informal-settlement upgrading;

• utilities.

4.3.2 Tranche B — Inclusive Property Bonds

Funding:

• Mini Complexes;

• Mixed-Use Complexes;

• affordable rental accommodation;

• commercial nodes;

• local enterprise infrastructure.

4.3.3 Tranche C — Sports & Youth Development Bonds

Funding:

• Sports Cities;

• sporting facilities;

• academies;

• sports medicine;

• broadcasting;

• youth development.

4.3.4 Tranche D — Economic Mobility Bonds

Funding:

• SME infrastructure;

• enterprise hubs;

• market infrastructure;

• transport-linked economic nodes;

• employment initiatives.

4.3.5 Tranche E — African Cities Infrastructure Bonds

Funding qualifying projects associated with the proposed 100 Inclusive African Cities programme, subject to jurisdictional approvals.

4.3.6 Tranche F — Green and Resilient Infrastructure Bonds

Potential projects include:

• solar micro-grids;

• water infrastructure;

• rainwater harvesting;

• energy efficiency;

• waste management;

• climate-resilient construction.

PART V — SOCIAL BOND OBJECTIVES

5.1 Primary Objective

The Programme seeks to finance projects that generate measurable positive social outcomes.

5.2 Target Outcomes

The Programme may target:

5.2.1 Housing

Increasing access to formal, safe and affordable accommodation.

5.2.2 Employment

Creating direct and indirect employment during construction and operation.

5.2.3 Enterprise Development

Providing physical and commercial infrastructure for emerging businesses.

5.2.4 Education

Supporting schools, training facilities and educational infrastructure.

5.2.5 Health

Supporting clinics, healthcare facilities and related infrastructure.

5.2.6 Sports

Developing sustainable sports infrastructure and youth pathways.

5.2.7 Financial Inclusion

Creating mechanisms through which qualifying communities can participate in formal financial systems.

5.2.8 Urban Regeneration

Replacing or upgrading inadequate settlement structures with planned infrastructure.

PART VI — SOCIAL BOND ELIGIBILITY FRAMEWORK

6.1 Eligible Project Categories

Projects may qualify where they satisfy one or more approved categories.

6.1.1 Affordable Housing

Projects providing:

• affordable housing;

• rental accommodation;

• rent-to-own structures;

• serviced accommodation;

• community housing.

6.1.2 Informal Settlement Upgrading

Projects involving:

• formal housing;

• roads;

• sanitation;

• electricity;

• water;

• community facilities;

• economic infrastructure.

6.1.3 Employment Generation

Projects demonstrating measurable employment creation.

6.1.4 SME Development

Projects creating affordable commercial premises for emerging enterprises.

6.1.5 Education

Projects including:

• schools;

• digital learning;

• vocational training;

• entrepreneurship programmes;

• technology incubators.

6.1.6 Healthcare

Projects including:

• primary healthcare;

• clinics;

• emergency services;

• health infrastructure.

6.1.7 Sports

Projects providing:

• sporting facilities;

• youth academies;

• community recreation;

• sports medicine;

• digital sports production.

PART VII — USE OF PROCEEDS

7.1 Principle

Net proceeds from each Bond issuance shall be allocated only to projects satisfying the approved eligibility criteria.

7.2 Segregated Accounts

Where legally and operationally appropriate, proceeds shall be maintained in designated accounts or otherwise tracked through an auditable allocation system.

7.3 Prohibited Uses

Unless specifically permitted under the final Social Bond Framework, proceeds should not be used for:

1. unrelated speculative investments;

2. activities inconsistent with the approved social mandate;

3. distributions to programme principals unrelated to approved programme expenses;

4. political campaign activities; or

5. transactions creating undisclosed conflicts of interest.

PART VIII — STRATUM PROPERTY PORTFOLIO

8.1 General

The Programme may finance qualifying property assets developed through approved project companies and development structures.

8.2 Stratum Mini Complex

8.2.1 Target

Up to 100,000 Mini Complexes, subject to feasibility and funding.

8.2.2 Concept

A Mini Complex is a scalable community economic node integrating:

• residential accommodation;

• micro-retail;

• services;

• community facilities;

• local enterprise space.

8.2.3 Infrastructure

Potential infrastructure includes:

• solar generation;

• water storage;

• security;

• waste management;

• digital connectivity;

• community retail.

8.2.4 Social Objective

The Mini Complex model is intended to provide a transition from informal settlement conditions towards formal, serviced and economically productive environments.

PART IX — STRATUM MIXED-USE COMPLEXES

9.1 Target

Up to 20,000 Mixed-Use Complexes, subject to development feasibility.

9.2 Concept

Mixed-Use Complexes may combine:

1. residential apartments;

2. retail;

3. offices;

4. healthcare;

5. education;

6. light industrial facilities;

7. technology incubation;

8. community services.

9.3 Economic Model

The objective is to bring:

Living + Working + Shopping + Services

closer together.

9.4 Wealth Rotation

Where legally and technically feasible, participating commercial businesses may connect to the WRS platform.

PART X — STRATUM SPORTS CITIES

10.1 Target

Up to 2,000 Sports Cities, subject to feasibility and approved project pipelines.

10.2 Infrastructure

Each Sports City may contain:

• stadium facilities;

• indoor arenas;

• football pitches;

• athletics facilities;

• training academies;

• sports medicine;

• accommodation;

• hospitality;

• broadcasting facilities;

• retail;

• digital media studios.

10.3 Youth Development

The programme may connect schools, clubs, academies and professional sports organisations.

10.4 Commercial Sustainability

Revenue may potentially arise from:

• events;

• sponsorship;

• broadcasting;

• hospitality;

• retail;

• accommodation;

• memberships;

• facility hire.

PART XI — WEALTH ROTATION SYSTEM

11.1 Purpose

The WRS is intended to create a digital relationship between:

Consumer → Business → Revenue → Investment → Community

11.2 Transaction Identification

Subject to applicable banking, privacy, payments and financial-sector requirements, participating transactions may be digitally identified through approved systems.

11.3 Consumer Participation

A qualifying participant may:

1. register;

2. complete applicable KYC requirements;

3. establish a qualifying financial account;

4. join an approved community investment structure;

5. transact with participating businesses;

6. accumulate qualifying participation records.

11.4 Economic Participation

Where legally permitted, qualifying commercial profits may be allocated according to a predetermined distribution methodology.

Such allocation shall not be represented as guaranteed investment returns.

11.5 Investment Distinction

Consumer rewards, loyalty benefits, investment returns and bond coupons shall be legally and economically distinguished.

PART XII — BANK-FIRST ONBOARDING PROTOCOL

12.1 Principle

The proposed onboarding architecture places regulated financial institutions at the centre of identity verification and account establishment.

12.2 Step 1 — Bank Verification

Members undergo applicable:

• KYC;

• AML;

• FICA;

• identity verification;

• account verification.

12.3 Step 2 — Membership Number

Following successful onboarding, the participant may receive a unique membership identifier.

12.4 Step 3 — Platform Synchronisation

The approved membership profile may be synchronised with the Stratum Fintech platform.

12.5 Step 4 — Contribution

A participant may make a monthly contribution, proposed at a minimum of:

R250 per month

subject to final product, regulatory and affordability design.

12.6 Step 5 — Investment Allocation

Where the legal structure permits, qualifying contributions may be allocated to approved investment instruments.

PART XIII — COMMUNITY ONBOARDING PILLARS

13.1 School Parents

The programme may utilise school and parent networks to develop:

• savings;

• infrastructure funding;

• education-related benefits;

• community investment participation.

13.2 Social Security Beneficiaries

Programmes may be designed to provide voluntary pathways to formal savings and investment.

Participation must remain subject to applicable law and must not imply that beneficiaries are required to invest social grants.

13.3 Soccer Fans

Sports communities may participate in:

• Sports City programmes;

• fan economic platforms;

• event ecosystems;

• youth development.

13.4 Public Transport Communities

The programme may engage:

• taxi associations;

• bus communities;

• rail users;

• transport-linked businesses.

13.5 Working Class

The programme may provide accessible participation mechanisms through regulated financial products.

PART XIV — COMMUNITY CONTRIBUTION MODEL

14.1 Indicative Contribution

The proposed baseline contribution is:

R250 per month

14.2 Voluntary Nature

Participation shall be voluntary and subject to the legal structure of the relevant financial product.

14.3 Contribution Collection

Potential collection mechanisms may include:

• debit orders;

• EFT;

• bank APIs;

• approved payment platforms;

• employer-linked arrangements;

• other regulated payment mechanisms.

14.4 No Guaranteed Return

Membership or contribution shall not automatically constitute a guaranteed return, ownership of a specific property, or entitlement to a predetermined profit.

PART XV — PROPOSED ECONOMIC PARTICIPATION MODEL

15.1 General

The Programme contemplates an ecosystem in which community participation may be connected to commercial activity.

15.2 Illustrative Flow

Member

↓

Bank Account

↓

Contribution / Transaction

↓

Participating Business

↓

Revenue

↓

Operating Profit

↓

Approved Distribution / Reinvestment

↓

Community / Investment Vehicle

15.3 Distribution

The precise distribution formula shall be determined in the definitive legal documentation.

15.4 Consumer Spend

Where approved, consumer spend may be used as one factor in determining participation in an applicable reward, patronage, loyalty or economic-sharing mechanism.

PART XVI — GOVERNANCE STRUCTURE

16.1 Foundation

The Foundation shall operate within its constitution, PBO status and applicable laws.

16.2 Issuer

The Issuer shall have responsibility for the legal issuance of Bonds.

16.3 Trustee

An independent trustee shall oversee the relevant trust and investor protection mechanisms.

16.4 Programme Committee

A Programme Committee may oversee:

1. project eligibility;

2. capital allocation;

3. impact monitoring;

4. risk;

5. compliance;

6. reporting.

16.5 Investment Committee

An independent Investment Committee may assess:

• investment proposals;

• project economics;

• financial viability;

• risk;

• expected social outcomes.

16.6 Social Impact Committee

A Social Impact Committee may assess:

• beneficiary outcomes;

• employment;

• housing;

• education;

• health;

• community development.

PART XVII — INDEPENDENT TRUSTEE

17.1 Appointment

An appropriately authorised independent trustee shall be appointed.

17.2 Responsibilities

The trustee may be responsible for:

1. safeguarding designated funds;

2. monitoring compliance with trust arrangements;

3. receiving reports;

4. overseeing approved distributions;

5. monitoring conflicts;

6. protecting applicable beneficiaries and investors.

17.3 Independence

The trustee should have no undisclosed material conflict with the entities whose activities it oversees.

PART XVIII — FIVE PERCENT SOCIAL IMPACT POOL

18.1 Principle

Subject to the final legal, accounting and tax structure, up to:

5% of defined net programme profits

may be allocated towards approved public-benefit programmes.

18.2 Target Programme

The initial strategic focus may include:

Reduction and eventual eradication of inadequate informal settlement conditions across qualifying SADC communities.

18.3 Eligible Activities

The Social Impact Pool may support:

• housing;

• sanitation;

• water;

• electricity;

• schools;

• clinics;

• roads;

• economic infrastructure;

• community facilities.

18.4 Independent Administration

The Social Impact Pool should be independently monitored.

PART XIX — STRATEGIC PARTNER ECOSYSTEM

19.1 Financial Institutions

Potential institutional participants may include:

• FNB;

• Standard Bank;

• Nedbank;

• RMB;

• Ashburton Investments;

• other approved financial institutions.

Participation shall be subject to executed agreements and required approvals.

19.2 Construction

Potential construction and engineering participants may include:

• Concor;

• Grupo Cobra;

• other EPC contractors.

19.3 Building Materials

Potential suppliers may include:

• Corobrik;

• Macsteel;

• AfriSam;

• PG Bison;

• PG Glass.

19.4 Technology and Fit-Out

Potential suppliers may include:

• Bosch;

• Tile Africa;

• technology providers;

• renewable-energy providers.

19.5 Professional Services

Professional service providers may provide:

• accounting;

• tax;

• advisory;

• transaction support;

• impact measurement;

• programme management.

Any statutory audit shall remain subject to applicable independence requirements.

PART XX — NASGB AND SPORTS ECOSYSTEM

20.1 School Network

The Programme contemplates engagement with school governance structures and educational networks.

20.2 Indicative Target

An initial strategic target may be:

10,000 schools

subject to agreements and implementation capacity.

20.3 Sports Ecosystem

The programme may engage:

• football clubs;

• soccer legends;

• sporting federations;

• schools;

• academies;

• broadcasters;

• sponsors.

PART XXI — CAPITAL STRUCTURE

21.1 Bond Ranking

Each Tranche shall specify whether Bonds are:

1. senior secured;

2. senior unsecured;

3. subordinated;

4. project-linked;

5. asset-backed; or

6. otherwise structured.

21.2 Security

Where applicable, security may include:

• guarantees;

• security over qualifying assets;

• pledged accounts;

• receivables;

• reserve accounts;

• other approved credit enhancement.

21.3 Reserve Accounts

Certain Tranches may establish:

21.3.1 Debt Service Reserve Account

To provide liquidity support for scheduled debt service.

21.3.2 Operating Reserve

To support approved operating requirements.

21.3.3 Social Impact Reserve

To ring-fence approved social programme funding.

PART XXII — CREDIT ENHANCEMENT

22.1 Potential Mechanisms

The Programme may explore:

• guarantees;

• first-loss capital;

• subordinated capital;

• development-finance participation;

• insurance;

• reserve accounts;

• government-supported programmes where legally available.

22.2 No Assumed Guarantee

No guarantee shall be represented as existing until formally executed.

PART XXIII — INVESTOR BASE

23.1 Institutional Investors

Potential investors include:

• pension funds;

• asset managers;

• insurers;

• banks;

• development finance institutions;

• impact investors.

23.2 Corporate Investors

Corporates may participate through:

• direct investment;

• strategic allocations;

• impact programmes;

• supplier finance;

• sponsorship.

23.3 Retail Investors

Retail participation may be considered where permitted by applicable securities laws and the final listing structure.

PART XXIV — LISTING

24.1 Proposed Listing

The Programme may seek listing on the:

JSE Limited

or another appropriate regulated exchange.

24.2 Listing Requirements

Each Tranche shall remain subject to:

• listing rules;

• disclosure requirements;

• applicable securities laws;

• exchange approvals;

• issuer requirements.

PART XXV — REPORTING

25.1 Financial Reporting

The Programme shall produce appropriate financial reports.

25.2 Impact Reporting

Annual impact reporting should include measurable indicators.

25.3 Allocation Reporting

The Programme should disclose:

1. proceeds raised;

2. proceeds allocated;

3. unallocated proceeds;

4. project categories;

5. project locations;

6. project status.

25.4 Impact Indicators

Potential indicators include:

• housing units delivered;

• households served;

• jobs created;

• SMEs supported;

• schools reached;

• clinics supported;

• sports facilities developed;

• renewable capacity installed;

• beneficiaries reached.

PART XXVI — SOCIAL IMPACT MEASUREMENT

26.1 Measurement Framework

The Programme should establish baseline measurements before project implementation.

26.2 Key Performance Indicators

Housing

• units developed;

• households accommodated;

• informal structures replaced/upgraded.

Employment

• construction jobs;

• permanent jobs;

• youth employment;

• women-owned enterprise participation.

Enterprise

• SMEs established;

• retail spaces occupied;

• local procurement.

Education

• schools reached;

• learners served;

• training hours.

Sports

• facilities developed;

• participants;

• youth programmes;

• events hosted.

PART XXVII — ENVIRONMENTAL AND RESILIENCE PRINCIPLES

27.1 Sustainable Development

Projects should, where practical, incorporate:

• energy efficiency;

• renewable energy;

• water conservation;

• waste reduction;

• climate resilience.

27.2 Renewable Infrastructure

Mini Complexes and Mixed-Use Complexes may incorporate solar micro-grids.

27.3 Water

Potential systems include:

• rainwater harvesting;

• water recycling;

• efficient plumbing.

PART XXVIII — RISK FACTORS

28.1 Development Risk

Property projects may experience:

• construction delays;

• cost overruns;

• planning delays;

• contractor failure.

28.2 Market Risk

Commercial and property revenues may fluctuate.

28.3 Interest Rate Risk

Bond pricing and project financing may be affected by changes in interest rates.

28.4 Liquidity Risk

There may be limited secondary-market liquidity for particular Bond Tranches.

28.5 Regulatory Risk

The Programme requires compliance with applicable:

• company law;

• securities law;

• financial-sector regulation;

• FICA;

• tax legislation;

• exchange rules;

• consumer protection requirements.

28.6 Technology Risk

The WRS may be exposed to:

• cybersecurity;

• system failures;

• data breaches;

• integration failures.

28.7 Execution Risk

The achievement of the Programme's stated targets depends on:

• capital availability;

• project readiness;

• land;

• approvals;

• contractors;

• operating partners;

• market demand.

PART XXIX — CONSUMER AND INVESTOR PROTECTION

29.1 Separation of Roles

The Foundation, Issuer, developers, fintech operators and investment managers should have clearly defined legal responsibilities.

29.2 No Misrepresentation

Marketing materials should not state or imply:

• guaranteed profits;

• guaranteed property ownership;

• guaranteed Bond returns;

• guaranteed appreciation;

• government guarantees;

unless such guarantees legally exist.

29.3 Transparent Fees

All applicable:

• management fees;

• transaction fees;

• administration fees;

• development fees;

• performance fees;

should be disclosed.

PART XXX — CONFLICTS OF INTEREST

30.1 Principle

All related-party transactions should be disclosed and managed according to applicable law.

30.2 Independent Approval

Material related-party transactions should require independent review and approval.

30.3 Disclosure

The Programme should disclose relationships between:

• Foundation;

• Issuer;

• developers;

• service providers;

• investment managers;

• trustees;

• directors.

PART XXXI — TAX

31.1 General

The tax treatment of:

• Bonds;

• coupons;

• investment income;

• property income;

• dividends;

• distributions;

• Foundation receipts;

shall be determined by qualified tax advisers.

31.2 PBO Considerations

The Foundation's public-benefit and tax status shall remain separate from the commercial activities of participating entities.

31.3 No Automatic Tax Benefit

Nothing in this Prospectus constitutes a representation that an investor or participant will receive a particular tax benefit.

PART XXXII — PROGRAMME ENTITIES

32.1 Proposed Structure

A possible architecture is:

Luthando Maduna Foundation

↓

Social Bond Programme / Issuer

↓

Independent Trustee

↓

Programme SPVs

↓

Project Companies

↓

Stratum Property / Infrastructure Platforms

↓

Individual Developments

32.2 Technology Layer

Separately:

Stratum Fintech

↓

Banking / Payment Infrastructure

↓

Community Participants

↓

Participating Businesses

PART XXXIII — NEW CITY OF ALEXANDRA

33.1 Strategic Development

The Programme may designate the proposed New City of Alexandra as a flagship development initiative.

33.2 Potential Components

The development concept may incorporate:

1. residential accommodation;

2. commercial districts;

3. schools;

4. healthcare;

5. sports;

6. transport;

7. digital infrastructure;

8. enterprise zones;

9. public spaces;

10. renewable-energy systems.

33.3 Inclusive African Cities

The broader Programme may seek to develop a network of:

100 Inclusive African Cities

subject to jurisdictional, financial and regulatory approvals.

PART XXXIV — COMMUNITY ECONOMIC MODEL

34.1 The Consumer

The consumer participates in the economy through everyday expenditure.

34.2 The Business

Businesses generate revenue from consumer demand.

34.3 The Property

Property provides the physical economic platform.

34.4 The Investor

Investors provide capital.

34.5 The Community

The community may participate through qualifying financial and economic structures.

34.6 The Foundation

The Foundation facilitates social-purpose objectives and public-benefit programmes.

PART XXXV — INDICATIVE PROGRAMME ECONOMIC FLYWHEEL

35.1 Capital

Investors provide capital

↓

35.2 Development

Capital finances infrastructure

↓

35.3 Business

Businesses operate within the infrastructure

↓

35.4 Consumption

Communities purchase goods and services

↓

35.5 Revenue

Businesses generate revenue

↓

35.6 Economic Value

Qualifying economic value is generated

↓

35.7 Reinvestment / Participation

Capital is reinvested or distributed according to the applicable structure

↓

35.8 Social Impact

Infrastructure and community outcomes expand

↓

35.9 Repeat

The cycle continues

PART XXXVI — PROGRAMME TARGETS

36.1 Illustrative Long-Term Targets

36.2 Target Status

These figures constitute strategic programme ambitions and not guaranteed delivery commitments unless incorporated into binding project agreements.

PART XXXVII — PROGRAMME ADMINISTRATION

37.1 Programme Administrator

The Programme Administrator shall coordinate:

• issuance administration;

• investor records;

• reporting;

• project allocation;

• compliance monitoring.

37.2 Registrar

A registrar may maintain Bondholder records.

37.3 Paying Agent

An authorised paying agent may process:

• coupon payments;

• principal repayments;

• other Bondholder payments.

37.4 Calculation Agent

Where required, a calculation agent may determine:

• interest;

• reference rates;

• payment amounts.

PART XXXVIII — EXTERNAL REVIEW

38.1 Independent Review

Each Social Bond Framework should undergo independent external review.

38.2 Review Areas

The reviewer may assess:

1. eligible project categories;

2. use of proceeds;

3. project evaluation;

4. management of proceeds;

5. impact reporting.

38.3 Annual Verification

Allocation and impact reporting may be independently verified.

PART XXXIX — INVESTOR REPORTING

39.1 Annual Programme Report

The annual report should contain:

• financial statements;

• allocation report;

• impact report;

• risk report;

• governance report.

39.2 Project-Level Reporting

Material projects should provide:

• budget;

• construction status;

• expenditure;

• social outcomes;

• risk status.

PART XL — CONDITIONS PRECEDENT

40.1 General

No Tranche shall be issued until applicable conditions precedent are satisfied.

40.2 Indicative Conditions

These may include:

1. regulatory approval;

2. listing approval;

3. legal opinions;

4. trustee appointment;

5. banking arrangements;

6. project eligibility confirmation;

7. independent external review;

8. financial model approval;

9. tax opinions;

10. execution of definitive documentation.

PART XLI — DOCUMENTATION

41.1 Programme Documents

The final Programme may require:

1. Programme Memorandum;

2. Trust Deed;

3. Agency Agreement;

4. Subscription Agreement;

5. Security Documents;

6. Social Bond Framework;

7. Project Framework;

8. Information Memorandum;

9. Listing documentation;

10. Risk disclosures;

11. Financial models;

12. Impact Measurement Framework.

PART XLII — LEGAL STATUS OF THIS DOCUMENT

42.1 Indicative Nature

This document is intended as a strategic and preliminary institutional framework.

42.2 Non-Binding Nature

Except where expressly stated otherwise in executed agreements, this document does not itself constitute:

• an offer of securities;

• an invitation to invest;

• a guarantee;

• a commitment to issue Bonds;

• a commitment by any named third party.

42.3 Final Documentation

The final terms of each Tranche shall be determined in definitive legal documentation.

PART XLIII — IMPLEMENTATION ROADMAP

43.1 Phase 1 — Institutional Formation

1. confirm Foundation governance;

2. establish Programme governance;

3. appoint advisers;

4. establish independent trustee arrangements.

43.2 Phase 2 — Social Bond Framework

1. define eligible projects;

2. define impact KPIs;

3. establish use-of-proceeds framework;

4. obtain external review.

43.3 Phase 3 — Financial Architecture

1. appoint transaction advisers;

2. establish Issuer;

3. establish SPVs;

4. establish banking structures;

5. establish security and reserve mechanisms.

43.4 Phase 4 — Pilot Projects

Launch initial:

• Mini Complexes;

• Mixed-Use projects;

• Sports infrastructure;

• social infrastructure projects.

43.5 Phase 5 — First Bond Issuance

Subject to approvals:

1. investor roadshow;

2. bookbuilding;

3. pricing;

4. allocation;

5. listing;

6. deployment.

43.6 Phase 6 — Scale

Following successful implementation, subsequent Tranches may be issued against an expanding project pipeline.

PART XLIV — STRATEGIC INVESTMENT PROPOSITION

44.1 Institutional Proposition

The Programme seeks to provide investors with exposure to a structured portfolio of social and economic infrastructure while establishing measurable impact reporting.

44.2 Community Proposition

The Programme seeks to provide qualifying communities with pathways to participate in formal economic infrastructure.

44.3 Corporate Proposition

Corporate partners may participate through:

• procurement;

• infrastructure supply;

• employment;

• retail;

• technology;

• finance;

• sponsorship.

44.4 Development Proposition

The Programme seeks to create an integrated infrastructure platform rather than isolated social projects.

PART XLV — CONCLUSION

45.1 Programme Vision

The Luthando Maduna Foundation Social Bond Programme is conceived as a long-term infrastructure and social-investment platform designed to connect capital, communities, property, businesses and social development.

45.2 Core Proposition

Its central proposition is:

Build the infrastructure. Enable the businesses. Mobilise the community. Rotate economic value. Reinvest into people and places.

45.3 Long-Term Ambition

The proposed R500 billion Programme provides an institutional framework through which a portfolio of:

• affordable housing;

• mixed-use developments;

• Sports Cities;

• schools;

• healthcare infrastructure;

• enterprise infrastructure;

• renewable infrastructure; and

• inclusive African cities

may potentially be financed at scale.

45.4 Final Principle

The Programme is intended to combine institutional capital with measurable social outcomes, while maintaining appropriate separation between:

the Foundation's public-benefit activities,

the Issuer's capital-market obligations,

commercial development activities,

regulated financial services,

and

community participation mechanisms.

SCHEDULE 1 — INDICATIVE PROGRAMME CAPITAL MAP

SCHEDULE 2 — INDICATIVE SOCIAL IMPACT DASHBOARD

SCHEDULE 3 — PROPOSED INSTITUTIONAL GOVERNANCE STACK

Luthando Maduna Foundation
Social Purpose & Public Benefit

↓

Independent Programme Governance

↓

Issuer / Bond Programme

↓

Independent Trustee

↓

Programme Administrator

↓

Investment / Project Committee

↓

Project SPVs

↓

Stratum Property / Infrastructure Platforms

↓

Mini Complexes | Mixed-Use | Sports Cities | Social Infrastructure

↓

Businesses + Employment + Community Services

SCHEDULE 4 — CORE PROGRAMME MESSAGE

R500 BILLION SOCIAL INFRASTRUCTURE PLATFORM

100,000 Mini Complexes
20,000 Mixed-Use Developments
2,000 Sports Cities
10,000 Schools
100 Inclusive African Cities

ONE INTEGRATED PLATFORM

Capital → Infrastructure → Businesses → Jobs → Consumption → Economic Value → Reinvestment → Social Impact