Page 03 · 3 of 14

Company and CIPC Structure

How the companies are actually registered and related through CIPC.

South African company relationship

There is no CIPC category called a ‘Project SPV’

Each entity is ordinarily incorporated as a separate private company. The words HoldCo, OpCo and SPV describe a company’s commercial function, not a unique CIPC company type.

Each entity would normally have:

Its own legal identity
Its own registration number
Its own statutory records
Its own accounting records
Its own contracts
Its own bank accounts
Its own tax and compliance obligations
Its own board and governance requirements

Ownership tree

How the companies connect

Group ownership tree

Existing / Ultimate Shareholders

UtCS Group Holdings (Pty) LtdGroup sponsor holding company

Utility Consulting SolutionsOperating company — the builder

UtCS Private Energy Portfolio HoldingsInvestment holding company — the owner

Project SPV 1

Project SPV 2

Project SPV 3 and future SPVs

Illustrative shareholding. In a simple initial structure, UtCS Group Holdings could own 100% of both the operating company and Portfolio HoldCo, and Portfolio HoldCo could own 100% of each Project SPV.

Sister companies

UtCS Group Holdings can own the operating company and Portfolio HoldCo, so the two are sister companies rather than one sitting inside the other.

Invest without buying UtCS

An investor may invest in Portfolio HoldCo without becoming a shareholder in Utility Consulting Solutions, protecting UtCS’s IP, staff, municipal business, technology platforms and unrelated projects.

Genuine separateness

What makes the SPVs genuinely ring-fenced?

Ring-fencing is created by corporate hygiene, not by the label on the company.

✓Separate bank accounts
✓Separate accounting records
✓Separate contracts
✓Documented intercompany services
✓Independent or appropriately constituted governance
✓Restrictions on unrelated business
✓Restrictions on additional borrowing
✓No casual mixing of funds
✓Properly approved related-party transactions
✓Complete beneficial ownership filings
✓Properly perfected investor security

Ring-fenced does not mean immune from failure

Legal separateness must be respected operationally and contractually. All required security, cessions, consents and registrations must be properly completed and perfected.

Executive Takeaway

CIPC registers ordinary private companies; the functional labels HoldCo, OpCo and SPV describe what each company does. Genuine ring-fencing depends on separate records, accounts, contracts, governance and properly perfected security.

Why this matters to UtCS

A clean group with sister companies protects UtCS’s brand, people, technology and unrelated future opportunities from any single portfolio-specific investor relationship.

Why this matters to investors

Separately incorporated, properly governed companies give investors confidence that each project can be isolated, diligenced and, if necessary, dealt with on its own.