NVest Financial Holdings Investor Presentation

March2015

In a Nutshell – who we are…

The NVest Financial Holdings Group is an

all encompassing Eastern Cape based

financial services group, providing

mainly retail clients, with broad range financial services including financial

advisory, stock broking, short term assurance, fiduciary, asset management

and property services.

Broad range

financial services

Financial Advisory

Stock Broking

Short Term

Insurance

Fiduciary

Asset Manage

ment

Property Services

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AUM = R13.35bn

Composition of the NVest Group (POST LISTING)

•Holding company based in East London. Reg. 2008/015990/06

NVest Financial Holdings Limited

•Ownership 100%, Reg. 2003/030583/07, Financial Services Provider

NFB Finance Brokers Eastern Cape (Pty) Limited

•Ownership 65%, Reg. 2005/025001/07, Financial Services Provider

NFB Finance Brokers Port Elizabeth (Pty) Limited

•Ownership 76%, Reg. 1996/010593/07, Financial Services Provider

NFB Insurance Brokers (Border) (Pty) Limited

•Ownership 50%, Reg. 2005/042953/07, Financial Services Provider

NFB Asset Management (Pty) Limited

•Ownership 100%, Reg. 2008/015192/07, Member of the JSE Limited

NVest Securities (Pty) Limited

•Ownership 45%, Reg. 2010/008681/06 NVest Properties Limited

•Ownership 76%, Reg. 2005/041916/07

NVest Property Services (Pty) Limited

•Ownership 70%, Reg. 2008/018611/07, Member of Fiduciary Institute of SA

Independent Executor & Trust (Pty) Limited

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Insight into our Businesses NVest Financial Holdings Limited • Group “Head Office” Structure and Holding Company • Employs 104 employees in group as a whole (of which 16 work directly for NVFH) • 36% of employees within entire group of companies have a 3 year diploma/degree or

more • Average employee duration working within the group of companies: 8 years

NFB Private Wealth Management • Inclusive of NFB Finance Brokers Eastern Cape (Pty) Ltd and NFB Finance Brokers Port

Elizabeth (Pty) Limited – with 41 staff, largest component of Group • The original “core” company & largest independent financial advisory business in EC • Specializing in: • Financial advisory services: general investment, risk and financial advice and

intermediary services to retail clients; • Employee Benefits: group pension and provident schemes & group risk planning; • Healthcare Advisory Services: personal and group healthcare (medical aid) planning

• Assets Under Management & Administration: R6.65bn 4

Insight into our Businesses NFB Insurance Brokers (Border) (Pty) Limited • Short-term insurance brokerage specializing in Personal and Commercial insurances • Largest independent insurance brokerage in East London with 22 permanent employees

NFB Asset Management (Pty) Limited • Multi-manager Investment Specialists providing asset allocation, fund selection and

portfolio construction expertise • Manage 3 registered unit trust portfolios and a number of model portfolios • Assets Under Administration & Management: R2.36bn

NVest Securities (Pty) Limited • A traditional stock broking company that focuses on private clients – 9 employees • Previously East London branch of Sasfin Securities • The company’s core competency is managing both local and offshore discretionary

equity portfolios & offers execution-only JSE trading and money-broking services. • Also manages the successful NFB Equity Fund (registered unit trust) • Assets Under Management & Administration: R6.75bn

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Insight into our Businesses NVest Properties Limited

• A property investment company structured to invest in SA retail, industrial and commercial property with strong cash flows and solid property fundamentals

• Property portfolio (currently valued at approximately R300m) • Combination of bank finance (30 – 50% Loan to Value), commercial paper (“Notes”) and

shareholder loans used in order to enhance long term capital appreciation

Independent Executor and Trust (Pty) Limited • A fiduciary services provider, specializing in the drafting of Wills, Estate Planning and the

Administration of Deceased Estates and Trusts

NVest Property Services • Formed in April 2015 as an extension of the services already being provided by property

holding company NVest Properties. • Predominantly a property management, sales and leasing business, together with all

services ancilliary thereto.

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Audited Historical Information (2012-2014)

STATEMENT OF COMPREHENSIVE INCOME

Year ended Feb 2014

Year ended Feb 2013

Year ended Feb 2012

R’000 R’000 R’000 Revenue 97,212 78,579 75,964 Operating Profit 31,500 22,859 20,869 Operating Profit % 32% 29% 27% Investment Income 1,654 1,204 1,031 Taxation -9,736 -7,805 -6,938 Minority Shareholders -1,742 -703 -417 Profit before associates 21,676 15,555 14,545 Income from associates* 9,251 5,431 65 Profit attributable to shareholders 30,927 20,986 14,610 Less: Profit on sale of property in associate -3,212 - - Normalised earnings attributable to shareholders

27,715 20,986 14,610

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*=mainly 45% of NVest Properties Limited

Our Journey to date…(1985-1998)

1985

• NFB Financial Services Group was founded in April 1985 in Port Elizabeth, fundamentally as money market and gilt brokers.

1986

• An NFB office was opened in East London.

1987

• NFB business operations were extended into equity and unit trust investments as a result of low interest rates. A further office was opened in Johannesburg.

1990 • NFB operations were extended to Frankfurt to take advantage of Eskom bond trading through the

Financial Rand.

1994

• Fedsure acquired 49% of NFB’s domestic and international business operation.

1995 • NFB’s founding M.D. along with the international business, formally separated.

1997

• NFB introduced a Short Term Insurance division in East London to cater for the short term insurance needs of our individual and corporate clients.

1998

• NFB’s Port Elizabeth division was sold during this year (to be re-opened in 2008). • The year also saw the birth of NFB’s Employee Benefits and Healthcare Advisory Services Divisions in

East London.

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Our Journey to date…(2000-2003)

2000

• A watershed year in terms of profit, performance and the level of optimised earnings achieved. • NFB Group launched its own NFB branded wrap fund. • NFB Portfolio Management Services (PMS), NFB’s exclusive share portfolio management division,

opened in East London. • NFB selected as one of the top 20 non-listed companies in South Africa.

2001

• Saw the launch of a new brand identity of the NFB group together with a coordinated effort to raise the group’s profile in the market.

• Fedsure sold its interest in NFB as a result of Fedsure being acquired by Investec. • In a quest to optimise value-add to clients, NFB PMS launched the NFB Managed Income Portfolio. • By Dec the group had accumulated approximately R3 billion AUM. • Again selected as one of the 20 top non-listed companies in South Africa.

2002

• By April, NFB PMS had accumulated R100 million of AUM (over 2½ years). • NFB launched a range of risk-profiled funds, actively managed by NFB’s Asset Management (NFB AM)

Division, a new division created for that purpose. • Selected as one of the 20 top non-listed companies in SA for third year running.

2003

• NFB PMS introduced the NFB Dividend Growth Portfolio.

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Our Journey to date…(2004-2008)

2004

• By January, AUM of NFB PMS had grown to R200 million, doubling in less than 2 years. • By the end of April, NFB AM had R150m in AUM. By August AUM had grown to R200m. • NFB AM was appointed as Asset Managers to its first institutional portfolio, taking AUM to over R400m. • NFB’s East London division formally separated from the Johannesburg based Company to form an East

London owned and managed entity, NFB Eastern Cape (Pty) Limited [later to be the foundation of the NVest Financial Holdings Group of Companies formed in 2008].

2005

• NFBAM AUM exceeded R500m mark. NFB Asset Management (Pty) Limited was formally incorporated as a separate entity.

• NFB East London operation AUM reached R2 billion after the split from NFB Johannesburg.

2006

• NFBAM AUM exceeded R1 billion. • NFB PMS AUM exceed R650 million.

2007

• NFB launched its first two registered unit trusts, the NFB Conservative Fund of Funds and the NFB Balanced Fund of Funds.

• NFB’s East London practice was awarded third place in the Celestis SA Best Practice of the Year Award.

2008

• NFB East London operation reached R3 billion AUM in managed investments alone. • NFB launched a third unit trust, the NFB Equity Fund. • NFB re-established itself in Port Elizabeth. • In July, the group re-structured to become the NVest Financial Holdings Group of Companies, of which

NFB was now a subsidiary. Sasfin Financial Services acquired a 19% stake in the Group. • December 2008 saw the Group acquiring Sasfin’s East London branch to form NVest Securities (admitted as

an Equities member of JSE Limited that same year) into which NFB PMS was amalgamated.

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Our Journey to date…(2008-2013)

2009 • NFB nominated as Finalist in the Border Kei Chamber of Business Awards. • NVFH acquired 70% of Independent Executor and Trust (a small but well-established fiduciary services

business).

2010 • April 2010 saw NFB celebrate its 25th Anniversary and AUM exceeds R6bn.

2011

• NFB Insurance Brokers purchased Elite Insurance Consultants, making NFBIB the largest short term brokers in East London.

• NVest Properties was formally established and October saw the Group’s first (private) issue of Commercial Paper by NVP.

• A range of NFB AM model portfolios was launched on the Investec administrative platform, followed shortly by a limited range of model portfolios on the Glacier administrative platform.

2012

• NFB Insurance Brokers purchase another brokerage: Kearney Financial Brokers. • By March, Group’s staff complement has grown to 85. • In early 2012 NVest Properties was converted to a public company in anticipation of its first public offer of

commercial paper.

2013

• NVest Holdings AUM exceeds R9bn • NVest Securities’ discretionary AUM exceeded R3bn for the first time. • NFB Global Balanced Fund was launched on the Sanlam Asset Management Ireland platform and

distribution agreements were concluded with Old Mutual International and Glacier International.

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Our Journey to date…(2014 -2015)

2014

•NVFH Group staff compliment exceeded 100. •NFB Private Wealth Management’s total discretionary AUM reached R6.5bn. •NFBPE acquired Alex Grunewald & Associates, effectively doubling the size of the PE operation and setting up

the business for future growth and enhanced performance. •New offices (a third building in EL) were built specifically to accommodate NFB Insurance Brokers as a result

of company growth. •NVest Properties’ property portfolio reached approximately R300m in value. •NFB AM bought a stake in Ci Holdings which itself owns 100% of the Ci unit trust management company; by

the end of this year the SCI white-label arrangements had transitioned across and NFB AM had R2.1 billion in Ci assets.

•NVest Securities gained it’s third fully fledged Stock Broker. •Total NVest Financial Holdings Group AUM reached R14bn (NFBEC, NFBPE, NVS and NFBAM).

2015

• Final decision was made to convert NVest Financial Holdings to a public company and list it on the Alt-X Exchange of the JSE.

•The Group re-acquired 100% of NFB Finance Brokers Western Cape Proprietary Limited in January and in April 2015 NFB’s Cape Town office established new premises in the CBD of Cape Town

• In March, the Group launched its commercial property services company primarily offering property broking and management services. In April, NFB celebrated its 30th anniversary.

•Plans underway to open a small NVest Properties office in Durban.

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Our Rationale for Listing and Intended Capital Raising Exercise

• To raise the organisation’s profile and visibility and open possibilities for growth beyond the Eastern Cape;

• To create a platform that will help us grow beyond our current ability;

• To help increase the liquidity of the shares of the Company and affordability of shares;

• Ability to implement a staff incentive scheme to help retain key individuals;

• Ensuring all employees have ability to own shares in the Company and thus ensure vested interest in performance and growth.

The rationale for the listing is:

• The large and established client base and staff of the NVFH Group; • We will also place lines of stock with clients of Sasfin Securities on a

national basis to ensure a geographic spread.

Capital Raising will be done via a combination of a Preferential

Offering and a Private Placement utilizing:

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Pricing of Shares

Issue Price of R1 per share (205 million shares = R205m market cap on listing)

Expected historical P:E ratio -- 7.5 to 8 times

Expected dividend payout ratio -- at least 2 times cover

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Our Key People – Executive Directors

•27 years with Group; 55 years of age •Qualifications •International Capital Markets Qualification (Registered Persons Examination), 2001 •National Certificate in Wealth Management, 2005

Anthony Godwin

(CEO)

•10 years with Group; 55 years of age •Qualifications: •BComm, Bacc (Hons) •Adv Cert in IR and HR

Frank Knox

•4 years with Group; 40 years of age •Qualifications •Bachelor of Commerce (Accountancy) (Rhodes), 1996 •Postgraduate Diploma in Accountancy (Rhodes), 1997 •Advanced Diploma in International Taxation (RAU), 1999 •CA(SA), 1999 •JSE Traders Exam, 2011 •South African Institute of Stockbrokers Board Exam (SAIS), 2012

Robert McIntyre

(Corporate Finance)

•21 years with Group; 42 years of age •Qualifications •Bachelor of Commerce, 1994 – Economics, Management, Accounting (Rhodes) •International Capital Markets Qualification (Registered Persons Examination), 2001

Gavin Ramsay

•15 years with Group; 54 years of age •Qualifications •International Capital Markets Qualification •JSE Traders Exam •UNISA Programme in Investment Analysis and Portfolio Management modules – Investment Background, Investment Analysis, Ethics and Tax Planning for Investments

Andrew Kent

•17 years with Group; 40 years of age – Senior Financial Advisor •Qualifications: BComm, Postgrad Diploma in Financial Planning, ICMQ

Travis McClure

•8 years with Group; 40 years of age – Senior Financial Advisor •Qualifications: BA(Law), LLB, Admitted Attorney, Postgrad Diploma in Financial Planning

Philip Bartlett

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Our Key People – Company Secretary • 18 years with Group; 40 years of age • Qualifications • Bachelor of Commerce (Rhodes), 1997 • Postgraduate Diploma in Financial Planning (UFS),2000 • Advanced Postgraduate Diploma in Financial Planning (UFS), 2002 • International Capital Markets Qualification (SAIFM - Registered Persons Examination), 2001 • Certificate in Compliance Management (UCT), 2006 • JSE Compliance Officers Exam (SAIFM), 2008

Brendan Connellan (Company

Secretary & Executive Director)

Our Key People – Executive Committee • 7 years with Group; 36 years of age – Head IT: Developer & Networker • Qualifications: • Currently studying towards a National Diploma in I.T., UNISA

Quentin Barnard– Chief Information

Officer

All executive directors will also fall within the Executive Committee

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Thank you