EX-97 23 ex97.htm EX-97 ex97
Exhibit 97
LESAKA TECHNOLOGIES,
 
INC.
the “Company”
COMPENSATION
 
CLAWBACK POLICY
 
 
CONTENTS
 
 
 
 
 
1.
 
PURPOSE
 
The Company has adopted
 
this Policy to comply
 
with Section 954 of
 
the Dodd-Frank Wall
 
Street Reform and Consumer
Protection Act of 2010, as codified by Section 10D of the Exchange Act, and Nasdaq Listing Rule 5608, which require the
recovery of certain forms
 
of executive compensation in the
 
case of accounting restatements resulting from
 
a material error
in
 
an
 
issuer’s
 
financial
 
statements
 
or
 
material
 
noncompliance
 
with
 
financial
 
reporting
 
requirements
 
under
 
the
 
federal
securities laws.
2.
 
ADMINISTRATION
 
This Policy shall be
 
administered by the Board
 
or, if so, designated by the
 
Board to the Remuneration
 
Committee, in which
case references herein to the Board shall be deemed
 
references to the Remuneration Committee.
 
 
 
 
 
 
 
3.
 
DEFINITIONS
 
For purposes of this Policy,
 
the following capitalized terms shall have the meanings
 
set forth below.
a.
 
“
Acknowledgement Form
” shall mean the acknowledgment form attached hereto as Annex
 
A.
(a)
 
“
Board
” shall mean the Board of Directors of the Company.
 
b.
 
“
Commission
” shall mean the U.S. Securities and Exchange Commission.
c.
 
“
Covered Executive
” shall
 
mean the
 
Company’s current
 
and former
 
executive officers,
 
and such
 
other employees
who may from time to
 
time be deemed subject
 
to this Policy by the
 
Board. For purposes of this
 
Policy, an
 
executive
officer means an officer as defined in
 
Rule 16a-1(f) under the Exchange Act.
d.
 
“
Erroneously Awarded
 
Compensation
” shall
 
mean, with
 
respect to
 
each Covered
 
Executive in
 
connection with
 
a
Restatement,
 
the
 
amount
 
of
 
Incentive-based
 
Compensation
 
that
 
exceeds
 
the
 
amount
 
of
 
Incentive-based
Compensation
 
that
 
would
 
have
 
been
 
received
 
by
 
the
 
Covered
 
Executive
 
had
 
it
 
been
 
determined
 
based
 
on
 
the
restated amounts, without regard to any taxes paid by
 
the Covered Executive.
e.
 
“
Exchange Act
” shall mean the Securities Exchange Act of 1934, as amended.
f.
 
“
Financial Reporting
 
Measures
” shall
 
mean measures
 
that are
 
determined and
 
presented in
 
accordance with
 
the
accounting
 
principles
 
used
 
in
 
preparing
 
the
 
Company’s
 
financial
 
statements,
 
and
 
any
 
measures
 
that
 
are
 
derived
wholly
 
or
 
in
 
part
 
from
 
such
 
measures.
 
Stock
 
price
 
and
 
total
 
shareholder
 
return
 
shall
 
also
 
constitute
 
“Financial
Reporting
 
Measures.”
 
A
 
Financial
 
Reporting
 
Measure
 
need
 
not
 
be
 
presented
 
within
 
the
 
Company’s
 
financial
statements or included in a filing with the Commission.
 
g.
 
“
Incentive-based Compensation
” shall mean any compensation that is granted,
 
earned, or vested based wholly or
in part
 
upon the
 
attainment
 
of a
 
Financial Reporting
 
Measure. Incentive
 
-based Compensation
 
shall be
 
deemed to
have been received
 
during the fiscal
 
period in which
 
the Financial Reporting
 
Measure specified in
 
the Incentive-based
Compensation award is attained, even if
 
such Incentive-based Compensation is paid or granted after
 
the end of such
fiscal
 
period.
 
For
 
the
 
avoidance
 
of
 
doubt,
 
Incentive-based
 
Compensation
 
does
 
not
 
include
 
annual
 
salary,
compensation awarded
 
based on
 
completion
 
of a
 
specified period
 
of service,
 
or compensation
 
awarded based
 
on
subjective standards, strategic measures, or operational measures.
h.
 
“
Nasdaq
” shall mean the Nasdaq Stock Market LLC.
i.
 
“
Policy
” shall mean this compensation clawback policy,
 
as may be amended or restated from time to time.
j.
 
“
Restatement
”
 
shall
 
mean
 
an
 
accounting
 
restatement
 
due
 
to
 
material
 
noncompliance
 
by
 
the
 
Company
 
with
 
any
financial reporting
 
requirement under
 
the federal
 
securities laws,
 
including any
 
required accounting
 
restatement to
correct an error
 
in previously issued financial
 
statements that is material
 
to the previously
 
issued financial statements,
or that would result
 
in a material misstatement
 
if the error were
 
corrected in the current
 
period or left uncorrected
 
in
the current period.
k.
 
“
Restatement Date
” shall
 
be the
 
earlier of
 
(i) the date
 
the Board, a
 
committee of the
 
Board, or
 
officer(s) are authorized
to take
 
such action if
 
Board action is
 
not required, concludes,
 
or reasonably should
 
have concluded,
 
that the
 
Company
is required
 
to prepare
 
a Restatement
 
or (ii)
 
the date
 
a court,
 
regulator,
 
or other
 
legally authorized
 
body directs
 
the
Company to prepare a Restatement.
4.
 
EFFECTIVE DATE
This Policy shall
 
be effective
 
as of the
 
date it is
 
adopted by the
 
Board and shall
 
apply to Incentive
 
-based Compensation
that is approved, awarded, or granted to Covered Executives on
 
or after that date.
5.
 
SCOPE
5.1.
 
This Policy applies to all Incentive-based Compensation
 
received by the Covered Executives
 
i.
 
after beginning service as an executive officer,
 
ii.
 
who
 
served
 
as
 
an
 
executive
 
officer
 
at
 
any
 
time
 
during
 
the
 
performance
 
period
 
for
 
such
 
Incentive-based
Compensation, and
 
iii.
 
during the three (3) completed fiscal years immediately
 
preceding a Restatement Date.
 
 
 
 
 
 
 
 
 
 
 
5.2.
 
In addition
 
to these
 
last three
 
(3) completed
 
fiscal years,
 
the Policy
 
applies to
 
any transition
 
period that
 
results
from a change in the
 
Company’s fiscal year within or immediately following those
 
three (3) completed fiscal years,
provided, however,
 
that a transition
 
period between
 
the last
 
day of
 
the Company’s
 
previous fiscal
 
year end
 
and
the first day
 
of its
 
new fiscal
 
year that comprises
 
a period of
 
nine (9)
 
to twelve
 
(12) months
 
would be
 
deemed a
completed fiscal year for
 
purposes of this Policy.
 
For the avoidance of
 
doubt, the Company’s obligation to
 
recover
Erroneously Awarded Compensation is not dependent
 
on if or when the restated financial statements are filed.
6.
 
RECOVERY
6.1.
 
In the event
 
the Company is
 
required to prepare
 
a Restatement, the
 
Company shall,
 
as promptly as
 
reasonably
possible, recover any Erroneously Awarded Compensation
 
received by a Covered Executive during the three (3)
completed fiscal years
 
immediately preceding
 
the Restatement Date.
 
For Incentive-based
 
Compensation based
on
 
stock
 
price
 
or
 
total
 
shareholder
 
return,
 
the
 
Board
 
shall
 
determine
 
the
 
amount
 
of
 
Erroneously
 
Awarded
Compensation
 
based
 
on
 
a
 
reasonable
 
estimate
 
of
 
the
 
effect
 
of
 
the
 
Restatement
 
on
 
the
 
stock
 
price
 
or
 
total
shareholder return upon
 
which the
 
Incentive-based Compensation was
 
received and the
 
Company shall
 
document
such reasonable estimate and provide such documentation
 
to Nasdaq.
6.2.
 
Subsequent
 
changes
 
in
 
a
 
Covered
 
Executive’s
 
employment
 
status,
 
including
 
retirement
 
or
 
termination
 
of
employment, do not
 
affect the Company’s rights to
 
recover Incentive-based Compensation pursuant to
 
this Policy.
6.3.
 
The Board
 
shall determine,
 
in its
 
sole discretion,
 
the method
 
of recovering
 
any Incentive-based
 
Compensation
pursuant to this Policy.
 
Such methods may include, but are not limited to:
 
i.
 
direct recovery by reimbursement;
 
ii.
 
set-off against future compensation;
iii.
 
forfeiture of equity awards;
 
iv.
 
set-off or cancelation against planned future awards;
v.
forfeiture
 
of
 
deferred
 
compensation
 
(subject
 
to
 
compliance
 
with
 
the
 
Internal
 
Revenue
 
Code
 
and
 
related
regulations); and/or
 
vi.
 
any other recovery action approved by the Board and permitted
 
under applicable law
.
7.
 
IMPRACTABILITY
The Board
 
shall recover
 
any Erroneously
 
Awarded
 
Compensation
 
in accordance
 
with this
 
Policy
 
unless such
 
recovery
would
 
be
 
impracticable,
 
as determined
 
by
 
the
 
Board
 
in
 
accordance
 
with
 
Rule
 
10D-1
 
under
 
the
 
Exchange
 
Act
 
and
 
the
listing standards of Nasdaq.
8.
 
NO INDEMNIFICATION
The
 
Company
 
shall
 
not
 
indemnify
 
any
 
current
 
or
 
former
 
Covered
 
Executive
 
against
 
the
 
loss
 
of
 
Erroneously
 
Awarded
Compensation, and shall not pay, or reimburse any Covered Executives,
 
for any insurance policy to fund
 
such executive’s
potential recovery obligations.
 
9.
 
ACKNOWLEDGEMENT
 
9.1.
 
Each Covered Executive shall sign and return to the Company,
 
within 30 calendar days following the later of
 
i.
 
the effective date of this Policy first set forth above
 
or
 
ii.
 
the date the individual becomes a Covered Executive,
 
the Acknowledgement Form,
 
pursuant to which
 
the Covered Executive agrees
 
to be bound
 
by, and to comply with,
the terms and conditions of this Policy.
10.
 
AMENDMENT AND INTERPRETATION
 
The Board may amend this Policy from time to time in its
 
discretion and shall amend this Policy as it deems necessary
 
to
reflect the regulations adopted by the Commission and to comply with any rules or standards adopted by Nasdaq or such
other national
 
securities
 
exchange
 
on which
 
the Company’s
 
securities
 
are then
 
listed. It
 
is intended
 
that this
 
Policy be
interpreted in a
 
manner that is
 
consistent with
 
the requirements
 
of Section 10D
 
of the Exchange
 
Act and any
 
applicable
 
 
 
 
 
 
 
 
 
 
rules
 
or
 
standards
 
adopted
 
by
 
the
 
Commission
 
and
 
Nasdaq,
 
or
 
such
 
other
 
national
 
securities
 
exchange
 
on
 
which
 
the
Company’s securities are then listed.
11.
 
OTHER RECOUPMENT RIGHTS
 
The Board may
 
require that any
 
employment agreement,
 
equity award agreement,
 
or similar agreement
 
entered into on
or after the effective date shall require a Covered Executive
 
to agree to abide by the terms of this Policy as a condition
 
to
the grant of
 
any benefit.
 
Any right of
 
recoupment under
 
this Policy is
 
in addition to,
 
and not in
 
lieu of, any
 
other rights
 
of
recoupment
 
or remedies
 
that
 
may be
 
available
 
to the
 
Company
 
pursuant
 
to
 
the terms
 
of any
 
employment
 
agreement,
equity award agreement, similar agreement, or policy
 
and any other legal remedies available to the Company.
12.
 
SUCCESORS
 
This
 
Policy
 
shall
 
be
 
binding
 
and
 
enforceable
 
against
 
all
 
Covered
 
Executives
 
and
 
their
 
administrators,
 
beneficiaries,
executors, heirs, or other legal representatives.
13.
 
GOVERNING LAW
This Policy shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving
effect to any choice or conflict of law provision
 
or rule (whether of the State of Florida or any other jurisdiction).
14.
 
POLICY REVIEW
 
14.1.
 
THE POLICY IS SUBJECT TO REVISION
 
a.
 
The
 
Remuneration
 
Committee
 
of
 
the
 
Company
 
will
 
review
 
this
 
policy
 
annually
 
and
 
may
 
recommend
changes from time to time for the consideration of the
 
Board.
 
LESAKA BOARD APPROVAL
 
RECEIVED: SEPTEMBER 2024
ANNEXURE A: ACKNOWLEDGEMENT FORM
By signing below,
 
the undersigned
 
acknowledges and
 
confirms that the
 
undersigned has received
 
and reviewed
 
a copy
of the Lesaka Technologies,
 
Inc. (the “Company”)
 
Compensation Clawback
 
Policy (the “Policy”).
 
Capitalized terms used
but not defined
 
in this
 
Acknowledgement Form
 
(this “Acknowledgement
 
Form”) shall
 
have the
 
meanings set
 
forth in
 
the
Policy.
By
 
signing
 
this
 
Acknowledgement
 
Form,
 
the
 
undersigned
 
acknowledges
 
and
 
agrees
 
that
 
the
 
undersigned
 
is
 
and
 
will
continue to be subject to the Policy
 
and that the Policy will apply both
 
during and after the undersigned’s employment with
the Company.
 
Further,
 
by signing
 
below,
 
the undersigned
 
agrees to
 
abide by
 
the terms
 
of the
 
Policy,
 
including, without
limitation, by
 
returning
 
any Incentive
 
-based Compensation
 
subject
 
to recovery
 
under the
 
Policy to
 
the Company
 
to the
extent required by,
 
and in a manner consistent with, the Policy.
_____________________________
Signature
_____________________________
Print Name
_____________________________Date