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AgriCoin Terms and Conditions

General Terms and Conditions

AgriCoin

These Terms and Conditions (“Terms”) govern participation in the Senwes AgriCoin Loyalty Scheme (“the Scheme”) operated by Senwes Limited and its group of companies. Participation in the Scheme constitutes acceptance of these Terms and the Senwes group’s AgriCoin Scheme Rules, together with all applicable laws of the Republic of South Africa. By accepting these Terms, the Participant acknowledges that certain personal information will be shared in its group of companies in the ordinary course of our business. Participation in the Scheme is free and voluntary.

2. Definitions

Words and expressions used in these Terms shall bear the meanings assigned to them in the official Scheme Rules, unless the context indicates otherwise.

3. Purpose of the scheme

The purpose of the Scheme is to reward customer loyalty and strengthen long-term customer relationships by allocating AgriCoins to qualifying participants based on qualifying business conducted with participating Senwes Group of companies. The Senwes Board of Directors acts as custodian of the Scheme and ensure fair and equal treatment of all Participants.

4. Eligibility and participation

Participation is voluntary, free of charge and limited to qualifying customers who have accepted the Scheme Rules. Senwes reserves the right, acting in accordance with to Scheme Rules, to approve, suspend or terminate participation at its discretion. Should a Participant not comply with all applicable legislation their participation in the Scheme will be terminated.

5. Earning of AgriCoin

Allocations are based on the value of the business conducted during an allocation period and calculated in accordance with the methodology determined by Senwes under the Scheme Rules.

Returned goods may result in negative Allocations, which will be offset against future Allocations.

All calculations and determinations by the Board are final and binding.

6. Use and redemption of AgriCoin

AgriCoin may only be redeemed as a discount on future purchases at participating Senwes Group companies. AgriCoin is not redeemable for cash, has no monetary value, do not bear interest and confer no ownership or investment rights.

7. Validity, expiry and forfeiture

AgriCoin is subject to expiry and may be forfeited if not redeemed within the prescribed timeframes as per the Scheme rules. AgriCoins may be converted into Senwes Shares within the prescribed timeframes at a price determined by the Board.

8. Transferability of AgriCoins

A participant can transfer his / her AgriCoins to another Participant. By requesting the transfer of AgriCoins, the participant warrants that all parties required by law have provided their consent. The transferor and transferee acknowledge and agree that Senwes Group bears no responsibility or liability whatsoever in respect of such transfer.

9. Tax

Any tax implications arising from the earning, holding, redemption or utilization of AgriCoins remain the sole responsibility of the Participant. The Senwes group will not provide any tax advice or taxable values and Participants are encouraged to obtain their own independent tax advice.

10. Data protection

Personal information is processed in accordance with POPIA and the Senwes Group Privacy Policy.

11. Amendment and termination

Senwes reserves the right to amend, suspend or terminate the Scheme at any time, subject to applicable law and the Scheme Rules. Upon termination, Allocations reflected in the Register shall be paid within 30 business days, as determined by the Board.

12. Limitation of liability

Participation is at the participant’s own risk. Senwes shall not be liable for any loss arising from participation in the Scheme.

13. Dispute resolution

Disputes shall be resolved in accordance with the dispute resolution provisions in the Scheme Rules.

14. Governing law

These Terms are governed by the laws of the Republic of South Africa.

15. Precedence

In the event of inconsistency, the Scheme Rules prevail. These Terms prevail over marketing material. The English version is the governing version.

16. Contact details

Senwes Limited
1 Charel de Klerk Street
Klerksdorp, South Africa
Email: [email protected]

For customers

Senwes AgriCoin Scheme Rules

Purpose: the Senwes Bonus Scheme ("the Scheme") aims to create and sustain long-term relationships with Senwes Customers by rewarding them regularly for the business with the Senwes Group and Member Companies, thereby enhancing the customer relationship based on trust and high levels of devotion.

Senwes is committed to ensure customer satisfaction and loyalty and will strive to the highest level of customer service. The Senwes Board of Directors shall be the custodian of the Scheme and shall ensure just and equitable treatment of all Participants.

1. Definitions and interpretation

In this Scheme document, unless otherwise indicated or inconsistent with the context, the following words shall have the meanings assigned to them, and related words shall have corresponding meanings:

  • 1.1 "The Act" means the Companies Act, 71 of 2008, as amended.
  • 1.2 "the Allocation" means the allocation credited and applicable as a discount on future purchases to the Participant, subject to clause 2.2, based on the Value of the Business and recorded in the accounting records of the Company.
    • Allocations are not payable in cash to the Participant.
    • Base allocations are based on business conducted with a Member Company, while enhancement allocations are based on the volume of business conducted with the Senwes Group.
    • These may be earned seasonally or continuously and communicated from time to time.
    • AgriCoins are awarded on the net transaction value after existing AgriCoins have been used. The gross amount does not qualify for further allocations.
    • If a product is returned for which allocations were awarded and used, the allocations may become negative and will be offset against future allocations.
  • 1.3 "Allocation period" means monthly allocations over a 12-month period, being the Senwes financial year from 1 May to 30 April, as may be amended by the Board.
  • 1.4 "Utilisation of Allocations" allocations may be used by Participants against future purchases at designated divisions.
    • Allocations cannot be converted into cash and may be transferred between persons and entities as per the Terms and Conditions.
  • 1.5 "the Board" means the Board of Directors of Senwes Limited.
  • 1.6 "the Business" means business conducted by the Senwes Group or a related party, or by a Member Company.
  • 1.7 "Business Day" means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.
  • 1.8 "Effective Date" means 1 May 2026, subject to Board approval.
  • 1.9 "the Customer" means any customer of the Senwes Group.
  • 1.10 "the Company" means Senwes Limited.
  • 1.11 "Member Company" means any company in the Senwes Group or designated by the Board to participate in the Scheme.
  • 1.12 "the MOI" means the Memorandum of Incorporation of Senwes Limited as adopted and approved from time to time and registered in accordance with the Act.
  • 1.13 "the Participant" means a customer who has accepted the Scheme Terms and Conditions.
    • No allocations will be made to employee personnel numbers, unless business is conducted through a valid customer account without other discounts.
  • 1.14 "the Scheme" means the Senwes AgriCoin Bonus Scheme.
  • 1.15 "the Scheme Member" means a designated participating entity.
  • 1.16 "the Settling Entity" means a Scheme Member or company responsible for settling Allocations.
  • 1.17 "the Scheme period" means from the Effective Date until termination.
  • 1.18 "Senwes" means Senwes Limited (1997/005336/06).
  • 1.19 "the Senwes Group" means the group of companies providing goods and services in the agricultural sector.
  • 1.20 "Taxation" means applicable taxes in terms of South African law.
  • 1.21 "Value of the Business" means the business conducted by a Participant used to calculate Allocations.
  • 1.22 "Unclaimed Allocations" means allocations not utilised by Participants.
  • 1.23 "Expiry of Allocations" means allocations must be used or converted within two years.
  • 1.24 Interpretation Rules:
    • The singular includes the plural and vice versa.
    • The masculine includes the feminine and vice versa.
    • Natural persons include legal entities and vice versa.

    Where applicable, the provisions of clause 1 will impose material obligations as set out therein. Expressions defined in the Act shall bear the meanings ascribed to them in the Act. Clause headings are inserted for convenience purposes only and shall not be taken into account for interpretation purposes. In the interpretation of the Scheme rules, the contra proferentem rule of interpretation shall not apply. These Scheme rules shall also not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors were involved in the preparation of these Scheme rules. The Scheme rules shall be determined, construed, and interpreted in accordance with the legislation in force from time to time in the Republic of South Africa.

2. Establishment of the Scheme
  1. 2.1 The Scheme is hereby established for the Scheme period, during which Allocations will be made to Participants throughout the Allocation period, based on the Value of the Business that such Participant has conducted with the Senwes Group or Scheme member.
  2. 2.2 The Board is authorized, in its absolute and sole discretion, to determine the following in terms of the Scheme:
    2.2.1 the business units and/or Members that will be contributors as Scheme members, and with which Participants have conducted Business during the Allocation period, and which will determine the Allocations to Participants based on the Value of the Business so conducted;
    2.2.2 the percentage of the Gross Profit, or any similar basis, available as an Allocation to all Participants based on the Value of the Business of such a Participant with the Senwes Group, after provision has been made for dividends to shareholders in terms of section 46 of the Act, which amount shall constitute the ‘Scheme allocation’ to Participants;
    2.2.3 The Member company(ies) that may become Scheme members shall be designated by the Board, subject to the condition that:
    2.2.3.1 The Board of the Member company has accepted the nomination to become a Scheme member prior to the Effective date of the Scheme or before the Allocation period, and undertakes to compensate the Participant as a Settling Entity in the Scheme, as provided herein, in accordance with and mutatis mutandis on the basis set out in clause 2.5 below.
    2.2.3.2 The Member company shall comply with and agree to any amendments to the Scheme and obligations that the Board may impose and issue from time to time.
  3. 2.3 Subject to clause 2.5, the Board shall determine the Scheme allocation, after thorough consultation with Scheme members, as a bonus based on the Value of the Business of each Participant and the proportion in which a Participant has contributed to the profitability of the Senwes Group and/or any other qualification criteria.
    This includes, inter alia, the net realizable gross profit of Senwes and/or Scheme members from:
    • Senwes Grainlink business activities (tonnes delivered, stored, and/or sold)
    • Retail business activities in Hinterland Holdings (turnover of Participants)
    • Senwes Equipment business activities (turnover of Participants)
    • Agri Credit Solutions (interest amounts of Participants)
    • Certisure business activities (insurance premiums)
    • Hinterland Fuels business activities (turnover of Participants)
    • Any other companies or business units within the Senwes Group as approved by the Board
  4. 2.4 Each Participant’s Allocation shall be credited in the Participant’s name in a Register of Participants, and reflected in the annual financial and accounting records of the Company. Each Participant shall receive a statement reflecting the Allocation not yet applied, subject to clause 2.5.1.
  5. 2.5 During the Scheme period, the Board may:
    2.5.1 Before or upon expiry of the Allocation period, but not later than 3 months thereafter, determine each Participant’s Allocation, after which Participants shall be notified within 6 months of such determination.
    2.5.2 The calculation, crediting, and application of Allocations as discounts on future purchases, as determined by the Board, shall be final and binding on Participants and Scheme members.
  6. 2.6 Allocations are based on the Value of the Business during the Allocation period. Any tax liability or other levies, deductions, or withholdings arising from Allocations shall be for the account of the Participant.

3. Powers of the Board and Rights of Participants
  1. 3.1 The Board shall be authorized to:
    3.1.1 allocate the Allocation to a Participant as determined in clause 2.5.2 above;
    3.1.2 appoint any of the companies within the Senwes Group as Scheme members to make Allocations to Participants or to determine the most appropriate instrument to provide Allocations in any manner whatsoever, as may be determined in its sole discretion, and to appoint Settling Entities, as provided in clause 2.2.4 above.
  2. 3.2 It is recorded and agreed that Allocations to Participants:
    3.2.1 shall not be converted into or paid out in cash;
    3.2.2 third-party creditors shall not be able to attach the Accrued Allocations of the Participant;
    3.2.3 shall not bear interest or confer any other benefit, has no monetary value and confer no ownership or investment rights to the Participant;
    3.2.4 the Allocation may not be applied against any debt with Agri Credit Solutions.

4. Termination of the Scheme and Application of Allocations
  1. 4.1 The Scheme shall be terminated if any of the following events occur:
    4.1.1 the adoption and registration of an effective resolution to liquidate Senwes; or
    4.1.2 a binding order is made by a court with jurisdiction over the liquidation of Senwes or a Scheme member; or
    4.1.3 the Board resolves to terminate the Scheme;
    provided that the total Allocations as reflected in the Register of Participants, up to the date of the actual termination of the Scheme, as determined by the Board, shall be paid to Participants into their designated bank accounts within a period of 30 (thirty) business days after the occurrence of any of the events indicated above.
  2. 4.2 All unclaimed Allocations may be invested or otherwise used by the Directors for the benefit of the Company, provided that Allocations unclaimed for a period of 2 (two) years from the date on which the allocations were forfeited or may be forfeited by the Directors for the benefit of the Company.

5. Disputes
  1. 5.1 This clause is a separate, severable agreement, distinct from the rest of these Scheme rules and shall:
    5.1.1 not be invalid, voidable, or unenforceable by reason of any alleged misrepresentation, error, duress, undue influence, impossibility (initial or subsequent), illegality, impropriety, absence of agreement, lack of authorization, or any other reason relating essentially to the rest of the Scheme and not to this clause. The intention of the Parties is that any such matter shall be subject to arbitration under this clause;
    5.1.2 remain effective even if the Scheme is terminated or cancelled;
    5.1.3 not be subject to compliance with or waiver of the Suspensive Conditions.
  2. 5.2 Except as expressly provided elsewhere in these Scheme rules, any dispute arising out of or relating to these Scheme rules or the subject matter of these Scheme rules, including any disputes regarding:
    5.2.1 the existence of this Scheme separate from this clause;
    5.2.2 the interpretation and effect of the Scheme;
    5.2.3 the respective rights or obligations of the Parties under this Scheme;
    5.2.4 the rectification of these Scheme rules;
    5.2.5 the breach, suspension, or cancellation of these Scheme rules, or any matters arising from such breach, suspension, or cancellation; and
    5.2.6 delictual damages, restitution for unjust enrichment, or any other claim, regardless of whether the rest of these Scheme rules, separate from this clause, are valid and enforceable;
    shall first be referred to the Chief Executive Officer of Senwes (or their nominee), and if still unresolved after 15 days (or such additional period as the Parties may agree), shall be determined by arbitration as set out in this clause.
  3. 5.3 Any party may, by way of written notice to another party, require that a dispute be resolved by arbitration in accordance with this clause.
  4. 5.4 The arbitration shall be held and concluded as soon as possible:
    5.4.1 in accordance with the provisions of South African law;
    5.4.2 in Johannesburg, in English; and
    5.4.3 in the presence of only the arbitrator, their assistant(s) and record-keeping personnel if required by the arbitrator, the legal and other representatives of the parties who wish to be present or represented, and only for as long as the arbitrator permits witnesses that the parties wish to call to give expert or other evidence.
  5. 5.5 The arbitrator shall be a person acceptable to both parties, and if the matter in dispute is largely:
    5.5.1 a legal matter or deemed to be a legal matter, then a practicing attorney or advocate with at least 15 years’ experience;
    5.5.2 an accounting matter, then a practicing chartered accountant with at least 15 years’ experience; or
    5.5.3 any other matter, then an independent person.
  6. 5.6 If the parties cannot agree, within five days after arbitration has been requested by notice as referred to herein, whether a dispute is in principle a legal, accounting, or other matter, the dispute shall be deemed to be, in principle, a legal matter.
  7. 5.7 If the parties cannot agree on an arbitrator within 14 days after notice is given in terms of 5.3, the arbitrator shall be appointed at the request of one or both of the parties by the President of the Law Society of the Northern Province or their legal successor.
  8. 5.8 The decisions of the arbitrator shall be final and binding on the parties and, at the request of any of them, may be made an order of any court having jurisdiction over the parties or any one of them.
  9. 5.9 The arbitrator shall be entitled to make such award, including an order for specific performance, interdict, damages, or penalty, as they in their sole discretion deem appropriate and proper, and to deal with the cost aspect at their discretion, including, where applicable, costs on an attorney-and-own-client scale, as well as their own fees and expenses. The arbitrator shall be entitled to receive and rely on specialist advice and/or to use expert testimony in their decision.
  10. 5.10 The arbitration shall be governed by the Arbitration Act, 42 of 1965, or any replacement Act, and shall take place in accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa or such other procedures or rules as the Arbitrator may determine in their sole discretion.
  11. 5.11 The arbitrator shall not be required to strictly adhere to the principles of law and may decide on matters submitted to them as they deem fair in the circumstances.
  12. 5.12 If two or more disputes are referred to arbitration simultaneously, and some of the matters are of an accounting or general nature while others are of a legal nature, unless otherwise agreed, such disputes shall be deemed to be of a legal nature and the matters shall be referred to a single arbitrator for determination in accordance with this clause 5.
  13. 5.13 Notwithstanding the provisions of this clause 5, the High Court of South Africa shall have jurisdiction to take any steps by way of notice of motion by any of the Parties to these Scheme rules against the other Parties, in which interim relief or urgent final relief is sought, however arising or in connection with these Scheme rules.

6. Communication to Participants and Members
  1. The terms and conditions as determined by the Board, as set out in clause 2.2, shall be communicated to Scheme members and Participants in the most appropriate manner, as determined from time to time by the Board.

7. Governing Law and Definitions
  1. It is hereby recorded that Scheme members and Participants are expected to:
    7.1 comply with prevailing legislation from time to time and, more specifically, provide “know your client” information as required and defined under the Financial Intelligence Centre Act, No. 38 of 2001, as amended from time to time;
    7.2 exercise a choice to participate in the Scheme on a voluntary basis by accessing https://www.senwes.co.za/rewards and accepting the Scheme rules and Terms of Use before they can become a Scheme member or a Participant.

8. Previous AgriRewards Scheme
  1. The previously announced AgriRewards long-term scheme allocations will continue until 30 April 2026. Thereafter, the AgriCoin scheme will commence from 1 May 2026. The AgriRewards and AgriCoin schemes are not related, and all allocations from 1 May 2026 will be made under the AgriCoin scheme.
  2. Allocations from the AgriRewards scheme are not transferable to the AgriCoin scheme. They are also not immediately payable in cash.
  3. AgriRewards allocations granted from April 2017 to April 2026, and not previously converted to shares or paid out to deceased estates, remain payable to the AgriRewards participants at the end of the 16-year period as announced and reflected on the AgriRewards statements.
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