1. Exchange Control: Required if any party is non-South African or transaction has cross-border elements

2. BEE Provisions: Required if the transaction affects BEE status of either company

3. Share Valuation: Detailed valuation methodology if not pre-determined

4. Anti-dilution Provisions: Protection against share value dilution before completion

5. Break Fee: Penalties for failing to complete the transaction

6. Post-Completion Covenants: Ongoing obligations after the swap is completed

7. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court jurisdiction

1. Schedule 1 - Share Details: Detailed description of shares being exchanged, including share numbers and classes

2. Schedule 2 - Swap Ratio Calculation: Formula and methodology for determining the share exchange ratio

3. Schedule 3 - Warranties: Detailed warranties regarding the shares and companies

4. Schedule 4 - Completion Requirements: Checklist of documents and actions required for completion

5. Schedule 5 - Corporate Information: Details of both companies including shareholders, directors, and capital structure

6. Appendix A - Share Certificates: Copies of relevant share certificates

7. Appendix B - Board Resolutions: Corporate authorizations for the transaction

8. Appendix C - Regulatory Approvals: Copies of required regulatory approvals and filings