UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934
(Amendment (Amendment No.     )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

NET 1 UEPS TECHNOLOGIES, INC.
(Name of Registrant as Specified Inin Its Charter)

______________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NET 1 UEPS TECHNOLOGIES, INC.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on November 19, 20148, 2016

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To the Shareholders of Net 1 UEPS Technologies, Inc.:

NOTICE IS HEREBY GIVEN that the 20142016 Annual Meeting of Shareholders of Net 1 UEPS Technologies, Inc., a Florida corporation, will be held at our principal executive offices located at President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa on November 19, 20148, 2016 at 16h00, local time (09h00 Eastern Time), for the following purposes:

Our Board of Directors has fixed the close of business on October 3, 2014,September 23, 2016, as the record date for determining shareholders entitled to notice of and to vote at the meeting. A list of the shareholders as of the record date will be available for inspection by shareholders at our principal executive offices during business hours for a period of ten days prior to the meeting.

Your attention is directed to our annual report for the fiscal year ended June 30, 2014,2016, which is enclosed with this proxy statement.

The Board of Directors,

	The Board of Directors,
	Dr. Serge C. P. Belamant
	Chairman and Chief Executive Officer

Johannesburg, South Africa
October 10, 2014September 30, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 19, 2014.8, 2016.A complete set of proxy materials relating to our annual meeting is available on the Internet.internet. These materials, consisting of the Notice of Annual Meeting of Shareholders and Proxy Statement, including proxy card, and annual report, may be viewed and downloaded at http:https://materials.proxyvote.com/Approved/64107N.

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy accompanying this notice as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the meeting, you must request and obtain a proxy issued in your name from that record holder. You may also submit your proxy via the Internetinternet as specified in the accompanying Internetinternet voting instructions. Shareholders registered on our South African Branch Register (“South African shareholders”Shareholders”) are referred to the special instructions contained on page 4 of this proxy statement.

TABLE OF CONTENTS

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NET 1 UEPS TECHNOLOGIES, INC.

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PROXY STATEMENT
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We are furnishing this proxy statement in connection with the solicitation by our boardBoard of directorsDirectors (“Board”) of proxies for use at the annual meeting of shareholders to be held at President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa on November 19, 20148, 2016 at 16h00, local time (09h00 Eastern Time). Our annual report on Form 10-K and our proxy materials were first mailed on or about October 10, 2014.September 30, 2016.

VOTING RIGHTS AND PROCEDURES

Shareholders who owned our common stock at the close of business on October 3, 2014,September 23, 2016, the record date, may attend and vote at the annual meeting. Each share is entitled to one vote. There were 46,475,62352,521,345 shares of common stock outstanding on the record date.

A majority of the total number of outstanding shares of common stock, present either in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. Shareholders who are present at the annual meeting in person or by proxy and who abstain, and proxies relating to shares held by a bank or broker on your behalf (that is, in “street name”), that are not voted (referred to as “broker non-votes”) will be treated as present for purposes of determining whether a quorum is present. In the event that there are not sufficient votes to approve any proposal at the annual meeting, the annual meeting may be adjourned in order to permit the further solicitation of proxies. The inspector of election appointed for the annual meeting will tabulate all votes and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

The following describes how you may vote on each proposal and the votes required for approval of each proposal:

If you provide your voting instructions on your proxy, your shares will be voted as you instruct, and according to the best judgment of the persons named in the proxy if a proposal comes up for a vote at the annual meeting that is not on the proxy.

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If you do not indicate a specific choice on a proxy that you sign and submit, your shares will be voted:

If your shares are held in “street name,” and you do not instruct the bank or broker as to how to vote your shares on Proposals 1 or 3, the bank or broker may not exercise discretion to vote for or against those proposals. This would be a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 2, the bank or broker may exercise its discretion to vote for or against that proposal in the absence of your instruction.Please instruct your bank or broker so your vote can be counted.

The Board of Directors recommends:

Revocability of Proxies

You may revoke your proxy at any time prior to exercise of the proxy by delivering a written notice of revocation or a duly executed proxy with a later date by mail to our corporate secretary at Net 1 UEPS Technologies, Inc., PO Box 2424, Parklands 2121, Johannesburg, South Africa, or by attending the meeting and voting in person. If you hold shares through a bank or brokerage firm, you must contact that firm to revoke any prior voting instructions.

Internet Availability of Proxy Materials and Annual Report

A complete set of proxy materials relating to our annual meeting is available on the Internet.internet. These materials, consisting of the Notice of Annual Meeting of Shareholders and Proxy Statement, including proxy card, and annual report, may be viewed and downloaded at http:https://materials.proxyvote.com/Approved/64107N.

Market Information

Our common stock is listed on The Nasdaq Global Select Market or Nasdaq,(“Nasdaq”) in the United States under the symbol “UEPS” and, via a secondary listing, on the Johannesburg Stock Exchange or JSE,(“JSE”), in South Africa under the symbol “NT1.” The Nasdaq is our principal market for the trading of our common stock. Our transfer agent in the United States is Computershare Shareowner Services LLC, 480 Washington Blvd,Blvd., Jersey City, New Jersey 07310. Our transfer agent in South Africa is Link Market Services South Africa (Pty) Ltd (“Link Market”), 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, South Africa.

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Special Instructions to South African Shareholders

We are required to comply with certain South African regulations related to the circulation and tabulation of proxies issued to our South African shareholders.Shareholders. The proxy form marked “Net 1 UEPS Technologies, Inc. Proxy for Shareholders Registered on South African Branch Register” must be used by South African shareholders.Shareholders. The South African proxy must be lodged, posted or faxed to Link Market so as to reach them by 16:0016h00, local time, on November 14, 2014.4, 2016. South African shareholdersShareholders that have already dematerialized their shares through a CSDPCentral Securities Depository Participant (“CSDP”) or broker, other than with own-name registration, should not complete the South African proxy. Instead they should provide their CSDP or broker with their voting instructions or, alternatively, they should inform their CSDP or broker of their intention to attend the annual meeting in order for their CSDP or broker to be able to issue them with the necessary authorization to enable them to attend such meeting. South African shareholdersShareholders that hold their shares in certificated form or dematerialized own-name registration should complete the South African proxy and return it to Link Market.

Solicitation

We will bear the entire cost of the solicitation, including the preparation, assembly, printing and mailing of this proxy statement, including the proxy card and any additional solicitation materials furnished to our shareholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. We may reimburse these persons for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by personal contacts, telephone, facsimile, electronic mail or any other means by our directors, officers or employees. No additional compensation will be paid to our directors, officers or employees for performing these services. Except as described above, we do not presently intend to solicit proxies other than by mail.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The terms of office of each of our current directors will expire at the annual meeting. The Board has determined to nominatenominated for re-election each of our current directors (see “Information Regarding the Nominees” for information on all directors) for a one-year term.

The persons named in the enclosed proxy intend to vote properly executed and returned proxiesFOR the election of all nominees proposed by the Board unless authority to vote is withheld. In the event that any nominee is unable or unwilling to serve, the persons named in the proxy will vote for such substitute nominee or nominees as they, in their discretion, shall determine. The Board has no reason to believe that any nominee named herein will be unable or unwilling to serve.

The Board recommends that you vote FOR election of each of the director nominees.

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Information Regarding the Nominees

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PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has proposed that Deloitte be selected to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2015.2017. A representative of Deloitte is expected to be present at the annual meeting. Such representative will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from shareholders. Deloitte currently serves as our independent registered public accounting firm.

We are asking our shareholders to ratify the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending June 30, 2015.2017. Although ratification is not required by our by-lawsAmended and Restated By-Laws or otherwise, the Board is submitting the selection of Deloitte to our shareholders for ratification as a matter of good corporate practice. In the event our shareholders fail to ratify the appointment, the Audit Committee may reconsider this selection. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our shareholders.

The Board recommends a vote FOR ratification of the selection of Deloitte.

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PROPOSAL NO. 3: AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are providing you with the opportunity to vote to approve, on ana non-binding advisory non-binding basis, the compensation of our executive officers named in the Summary Compensation Table under “Executive Compensation,” whom we refer to as our “named executive officers” or NEOs. This proposal, which is commonly referred to as “say on pay,” is required by Section 14A toof the U.S. Securities Exchange Act of 1934, or Exchange Act.as amended (the “Exchange Act”).

The philosophy of our executive compensation program is to link compensation to the achievement of our key strategic and financial goals. Therefore, we reward our executives for their contributions to our annual and long-term performance by tying a significant portion of their total compensation to key drivers of increased shareholder value. At the same time, we believe our program does not encourage excessive risk-taking by management. The “Executive Compensation” section of this proxy statement beginning on page 13, including the “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the decisions made by the Board’s Remuneration Committee with respect to our fiscal year ended June 30, 2014.2016.

The Board is asking shareholders to cast a non-binding advisory vote on the following resolution:

“Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, is approved on a non-binding advisory basis.”

Because your vote is advisory, it will not be binding upon the Board or the Remuneration Committee. However, the Board and the Remuneration Committee value the opinions expressed by our shareholders and will consider the outcome of the vote when considering future executive compensation decisions.

The Board recommends a vote FOR approval of the compensation of our named executive officers.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

MEETINGS OF THE BOARD AND DIRECTOR INDEPENDENCE

Our Board typically holds a regular meeting once every quarter and holds special meetings when necessary. During the fiscal year ended June 30, 2014,2016, our Board held a total of fivesix meetings. All of the directors who served during our 20142016 fiscal year attended 100% of the meetings of the Board. All of the directors attended 100% of the aggregate number of meetings of those committees of the Board on which such director served during the year. We encourage each member of the Board to attend the annual meeting of shareholders, but have not adopted a formal policy with respect to such attendance.

All of our directors who served during fiscal 20142016 attended last year’s annual meeting, except Mr. Pein.Messrs. S.C.P. Belamant and Edwards. The non-managementnon-employee directors meet regularly without any management directors or employees present. These meetings are held on the day of or the day preceding other Board or committee meetings.

The Board annually examines the relationships between the Company and each of our directors. After this examination, the Board has concluded that Messrs. Seabrooke, Pein and Edwards are “independent” as defined under Nasdaq Rule 5605(a)(2) and under Rule 10A-3(b)(1) under the Exchange Act, as that term relates to membership on the Board and the various Board committees.

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COMMITTEESOFTHEBOARD

The Board has established an Audit Committee, a Remuneration Committee and a Nominating and Corporate Governance Committee. The members of our Board Committees are presented in the table below:

Audit Committee

The Audit Committee consists of Messrs. Seabrooke, Pein and Edwards, with Mr. Seabrooke acting as the chairperson.Chairperson. The Board has determined that Mr. Seabrooke is an “audit committee financial expert” as that term is defined in applicable Securities and Exchange Commission, or SEC rules, and that all three members meet Nasdaq’s financial literacy criteria. The Audit Committee held seveneight meetings during the 20142016 fiscal year. See “Audit Committee Report” on page 28.32.

The Audit Committee was established by the Board for the primary purpose of overseeing or assisting the Board in overseeing the following:

A copy of our Audit Committee charter is available without charge on our website, www.net1.com under the “Investor Relations – Relations–Governance” section.

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Remuneration Committee

The Remuneration Committee comprises Messrs. Pein, Seabrooke and Edwards, with Mr. Pein acting as the chairperson.Chairperson. The Remuneration Committee held fourfive meetings during the 20142016 fiscal year. The Remuneration Committee has the following principal responsibilities, authority and duties:

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A copy of our Remuneration Committee charter is available without charge on our website, www.net1.com under the “Investor Relations – Relations–Governance” section.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee comprises Messrs. Seabrooke, Pein and Edwards, with Mr. Seabrooke acting as the chairperson.Chairperson. The Nominating and Corporate Governance Committee held three meetings during the 20142016 fiscal year. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

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A copy of our Nominating and Corporate Governance Committee charter is available without charge on our website, www.net1.com under the “Investor Relations – Relations–Governance” section.

BOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK

Board Leadership

Our Board of Directors is led by our Chairman, Dr.Mr. S.C.P. Belamant, who is also our Chief Executive Officer. The Board believes that Dr.Mr. S.C.P. Belamant’s service as both Chairman of the Board and Chief Executive Officer is in our best interests and the best interests of our shareholders.

A combined Chairman and Chief Executive Officer leadership structure is commonly utilized by public companies in the United States, and our Board believes that this leadership structure has been effective for us and minimizes the potential for duplication of efforts and conflict of roles. Dr.

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Mr. S.C.P. Belamant possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us, and is thus better positioned than a non-employee chairmanChairman to focus the Board’s time and attention on the matters that are most critical to us. Additionally, having one person serve as both Chairman of the Board and Chief Executive Officer enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our shareholders, employees, customers and suppliers.

While our BylawsAmended and Restated By-Laws do not require that the roles of Chairman of the Board and Chief Executive Officer be filled by the same person, our Board believes that having Dr.Mr. S.C.P. Belamant fill both positions is the appropriate leadership structure for us.

We do not have a lead director. The Board believes that all of our independent directors are active and engaged Board members and that a number of them fulfill a lead director role at various times depending upon the particular issues involved. Further, Mr. Seabrooke, who is the Chairman of both the Nominating and Corporate Governance Committee and the Audit Committee and is a member of the Remuneration Committee, presides over all executive sessions of the independent directors.

The Board’s Role in Risk Oversight

Managing risk is an ongoing process inherent in all decisions made by management. The Board of Directors discusses risk throughout the year, particularly at Board meetings when specific actions are considered for approval. The Board of Directors has ultimate responsibility to oversee our enterprise risk management program. This oversight is conducted primarily through various committees of the Board as described below.

Our Enterprise Risk Management Committee is responsible for identifying, assessing, prioritizing and developing action plans to mitigate the material business, operational and strategic risks affecting us. The Enterprise Risk Management Committee comprises our Chief Executive Officer (who serves as chair)Chairperson), Chief Financial Officer and Group Compliance Officer. The Group Compliance Officer meets semi-annually with the leaders of our various business units and his findings are reported to and discussed by the Enterprise Risk Management Committee. The Enterprise Risk Management Committee meets and reports to the Audit Committee semi-annually.

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The Audit Committee directly provides oversight of risks relating to the integrity of our consolidated financial statements, internal control over financial reporting and the internal audit function. The Remuneration Committee oversees the management of risks related to our executive compensation program. The Nominating and Corporate Governance Committee oversees the management of risks related to management succession planning.

REMUNERATIONCOMMITTEEINTERLOCKSANDINSIDERPARTICIPATION

None of the members of our Remuneration Committee has at any time been one of our officers or employees. None of our executive officers serves or in the past has served as a member of the Board or remuneration committee of any entity that has one or more of its executive officers serving on our Board or our Remuneration Committee.

NOMINATIONSPROCESSANDDIRECTORQUALIFICATIONS

The Nominating and Corporate Governance Committee reviews with the Board the skills and characteristics required of Board members. Our Corporate Governance Guidelines provide that the committee willNominating and Corporate Governance Committee consider a candidate’s independence, as well as the perceived needs of the Board and the candidate’s background, skills, business experience and expected contributions. At a minimum, members of the Board must possess the highest professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

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The committeeNominating and Corporate Governance Committee may also take into account the benefits of diversity in candidates’ viewpoints, background and experience, as well as the benefits of constructive working relationships among directors. Other than as set forth in our Corporate Governance Guidelines, the committeeNominating and Corporate Governance Committee does not have a formal policy with respect to diversity.

The Nominating and Corporate Governance Committee also reviews and determines whether existing members of the Board should stand for re-election, taking into consideration matters relating to the number of terms served by individual directors, the ability of an individual director to devote the appropriate level of time and attention to Board duties in light of other positions he holds (including other directorships) and the changing needs of the Board. We do not have a limit on the number of terms an individual may serve as a director on our Board.

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The committeeNominating and Corporate Governance Committee regularly assesses the appropriate composition, size and independence of the Board, and whether any vacancies are expected due to change in employment or otherwise. In the event that vacancies are anticipated, or otherwise arise, the committeeNominating and Corporate Governance Committee considers various potential candidates for director. Candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The committeeNominating and Corporate Governance Committee will consider shareholder recommendations for candidates for the Board that are properly submitted in accordance with Section 4.16 of our by-lawsAmended and Restated By-Laws in the same manner it considers nominees from other sources. In evaluating such recommendations, the committeeNominating and Corporate Governance Committee will use the qualifications standards described above and will seek to achieve a balance of knowledge, experience and capability on the Board.

SHAREHOLDERCOMMUNICATIONSWITHTHEBOARD

Any shareholder who wishes to communicate directly with the Board may do so via mail or facsimile, addressed as follows:

Net 1 UEPS Technologies, Inc.
Board of Directors
PO Box 2424
Parklands, 2121, Johannesburg, South Africa
Fax: 27 11 880 7080

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The corporate secretary shall transmit any communication to the Board, or individual director(s), as applicable, as soon as practicable upon receipt. Absent safety or security concerns, the corporate secretary shall relay all communications, without any other screening for content.

CORPORATEGOVERNANCEGUIDELINES

The Board has adopted a set of corporate governance guidelines. We will continue to monitor our corporate governance guidelines and adopt changes as necessary to comply with rules adopted by the SEC and Nasdaq, and to conform to best industry practice. This monitoring will include comparing our existing policies and practices to policies and practices suggested by various groups or authorities active in corporate governance and the practices of other public companies. A copy of our corporate governance guidelines is available on our website at www.net1.com under the “Investor Relations – Relations–Governance” section.

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CODEOFETHICS

The Board has adopted a written code of ethics, as defined in the regulations of the SEC. We require all of our directors, officers, employees, contractors, consultants and temporary staff, including our Chief Executive Officer, our Chief Financial Officer (who also serves as our principal accounting officer) and other senior personnel performing similar functions, to adhere to this code in addressing the legal and ethical issues encountered in conducting their work. Our code of ethics requires avoidance of conflicts of interest, compliance with all laws and other legal requirements, conduct of business in an honest and ethical manner, integrity and actions in our best interest. Directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the code. The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We currently have such procedures in place. A copy of our code of ethics is available upon request made either by mail to our corporate secretary at Net 1 UEPS Technologies, Inc., PO Box 2424, Parklands 2121, Johannesburg, South Africa or by telephone to our Investor Relations Department at + 1 917-767-6722. A copy of our code of ethics is also available free of charge on our website at www.net1.com under the “Investor Relations – Relations–Governance” section.

COMPENSATIONOFDIRECTORS

Directors who are also executive officers do not receive separate compensation for their services as directors. During fiscal 2014,2016, our non-employee directors received compensation as described below.

(1) As of June 30, 2014,2016, the number of shares of restricted stock held by each non-employee director is as follows: Mr. Edwards – 9,394; Mr. Mosehla – 0;8,445 Mr. Pein – 12,614;11,301; Mr. Seabrooke – 15,768. 
14,120.

(2) Represents shares of restricted stock granted on August 21, 2013,19, 2015, one-third of which vest on August 22, 2014, 201519, 2016, 2017 and 2016,2018, respectively. Vesting of such shares is conditioned upon the recipient’s continuous service as a member of our Board through the applicable vesting date. The dollar value reflected is based on the closing price of our common stock on the date of grant. Based on this price, the number of shares granted was as follows: Mr. Edwards—4,863;4,489; Mr. Mosehla—3,741; Mr. Pein—6,5305,985 and Mr. Seabrooke—8,163.
     (3) Mr. Mosehla resigned on October 31, 2013. Upon his resignation, he forfeited 7,171 shares of unvested restricted stock.7,481.

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     (4) Fees earned or paid in cash ($) includes $60,000 paid to Mr. Seabrooke in recognition of the considerable extra time and effort spent by him in fiscal 2013 as Chairman of the Audit Committee but outside of normal Board and Audit Committee forums, in particular in regard to matters arising from the SASSA tender award. No additional fees were, or will be, awarded for time and effort spent by him in fiscal 2014.

In determining fiscal 20142016 compensation, the Board analyzed the annual compensation of non-employee directors of US-U.S.- and UK-listed transaction processor companies with a range of market equity capitalizations above, below and comparable to ours. The peer group comprised: Micros Systems Inc, Heartland Payment Systems, Inc., Global Payments Inc., Wright Express Corporation,WEX Inc., Euronet Worldwide, Inc., Total System Services, Inc., Verifone Systems, Inc., Jack Henry & Associates, Inc. and, Sage Group plc.plc and Green Dot Corporation. In addition, the Board considered the various roles of the non-employee directors. Directors receive a base fee for membership on the Board. Directors who serve on Board committees and/or serve as chairChairperson of Board committees receive additional compensation in recognition of the additional time they are required to spend on committee matters.

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EQUITYCOMPENSATIONPLANINFORMATION

The following table sets forth information regarding our compensation plans under which our equity securities are authorized for issuance as of June 30, 2014:2016:

(1)   In connection with the acquisition of Prism in July 2006, we granted Prism employees options to purchase shares of common stock at an exercise price of $22.51 per share, which was the average of the high and low sale prices of the common stock on the date of grant. These options are all currently exercisable and expireexpired unexercised on August 24, 2016.

EXECUTIVECOMPENSATION

ANALYSIS OF RISK IN OUR COMPENSATION STRUCTURE

As part of its responsibilities to annually review all incentive compensation and equity-based plans, and evaluate whether the compensation arrangements of our employees incentivize unnecessary and excessive risk-taking, the Remuneration Committee evaluated the risk profile of our compensation policies and practices for fiscal 20142016 and concluded that they do not motivate imprudent risk taking. In its evaluation, the Remuneration Committee reviewed our employee compensation structures, and noted numerous design elements that manage and mitigate risk without diminishing the incentive nature of the compensation, including:

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The Remuneration Committee also reviewed our compensation programs for certain design features that may have the potential to encourage excessive risk-taking, including: over-weighting towards annual incentives, highly leveraged payout curves, unreasonable thresholds, and steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds. The Remuneration Committee concluded that our compensation programs do not include such elements.

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In addition, the Remuneration Committee analyzed our overall enterprise risks and how compensation programs may impact individual behavior in a manner that could exacerbate these enterprise risks. For this purpose, the Remuneration Committee considered our growth and return performance, volatility and leverage. In light of these analyses, the Remuneration Committee concluded that it has a balanced pay and performance program that does not encourage excessive risk-taking that is reasonably likely to have a material adverse effect on us. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the long term.

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 20142016 Compensation Summary

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Overview

The goal of our executive compensation program is the same as our goal for operating the Company—to create long-term value for our shareholders. To achieve this goal, we seek to reward our named executive officers for sustained financial and operating performance and leadership excellence, to align their interests with those of our shareholders and to encourage them to remain with us for long and rewarding careers. This section of the proxy statement explains how our compensation program is designed and operates in practice with respect to the fourfive individuals who comprised our named executive officers at the end of our 20142016 fiscal year—Dr. Messrs. S.C.P. Belamant, and Messrs. Kotzé, Oh, P.M. Belamant and Soma. Our named executive officers have the broadest job responsibilities and are the only individuals who have policy-making authority.

Each element of our executive compensation program is designed to fulfill one or more of our performance, alignment and retention objectives. These elements consist of salary, bonus and both equity and non-equity incentive compensation. Each named executive officer receives one or more, but not necessarily all, of these elements.

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In determining the type and amount of compensation for each executive officer, we focus on both current pay and the opportunity for future compensation and seek to combine compensation elements so as to optimize his or her contribution to us.

We consider the mix of our compensation components from year to year based on our overall performance, an executive’s individual contributions, and compensation practices of other US-U.S.- and UK-based public companies including companies in our “peer group” described below. We do not have an exact formula for allocating between cash and non-cash compensation. We do, nonetheless, provide for a balanced mix of compensation components that are designed to encourage and reward behavior that promotes shareholder value in both the short and long term.

The chart below illustrates the mix of the elements of the 20142016 compensation program we established for our named executive officers who are eligible for incentive compensation, using target levels for the cash incentive component.

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Compensation Objectives

Performance. We reward excellent performance by our named executive officers and motivate them to continue to produce superior, long-term results through a combination of cash bonuses, incentive payments that depend on achievement of pre-defined levels of financial and operating goals and equity awards in the form of stock options or restricted stock that derive their value from increases in our share price and/or satisfaction of other financial and strategic performance goals. Base salary, bonus and non-equity incentive compensation are designed to reward annual achievements and be commensurate with each executive officer’s scope of responsibility, demonstrated ingenuity, dedication, leadership and management effectiveness. Equity incentive compensation generally focuses on achievement of longer term results.

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Alignment. We seek to align the interests of our named executive officers with our shareholders by evaluating them on the basis of financial and non-financial measurements that we believe ultimately drive long-term shareholder value. The elements of our compensation package that we believe align these interests most closely are a combination of annual quantitative and qualitative cash compensation awards, stock option awards which increase in value as our stock price increases and restricted stock awards which vest over time and are granted or become vested upon the satisfaction of specified performance goals.

Retention. The Remuneration Committee recognizes that the talent pool in South Africa is more limited than in other more developed countries. In addition, the long tenure of our South Africa-based management team, in particular, Dr.Messrs. S.C.P. Belamant, and Messrs. Kotzé and Soma, has made them especially knowledgeable about our business and industry and thus particularly valuable to us. Dr.Mr. S.C.P. Belamant, in particular, has intricate knowledge of, and has created large parts of the proprietary technology and software deployed by us in our operations, which is an indispensable part of our technological advantage in our various operations and future developments in our growth pipeline. We wish to avoid losing these long-tenured officers and their invaluable knowledge, particularly given how important they are to our future performance. Therefore, retention is a key objective of our executive compensation program. We attempt to retain our named executive officers by seeking to provide a competitive pay package and using continued service as a condition to receipt of full compensation. The extended vesting terms of equity awards have the effect of tying this element of compensation to continued service with us.

Implementing our Objectives

Process for Determining Compensation.The Remuneration Committee analyzes compensation data of companies that it selects as a peer group to better understand how our pay package compares with those companies. The Remuneration Committee then uses this knowledge to develop our executive compensation program based on its judgment of what is appropriate and necessary to fulfill and maintain our staffing needs. As described in more detail below, it considers internal pay equity as between the Chief Executive Officer and the Chief Financial Officer and uses a formulaic approach to set the Chief Financial Officer’s compensation relative to the Chief Executive Officer’s compensation but does not do so for the other named executive officers.

The peer group selected by the Remuneration Committee comprises a broad spectrum of companies, which range significantly in size from a revenue, profitability and enterprise value perspective. The peer group consists of payment processing companies generally considered comparable to us in terms of their businesses (such as being a payment systems provider) as well as other companies within other parts of the information technology sector and those operating in or providing services in emerging markets.

Our peer group, which includes both USU.S. and UK listed companies, consists of the following companies:Micros Systems Inc., Heartland Payment Systems, Inc., Global Payments Inc., Wright Express Corporation,WEX Inc., Euronet Worldwide, Inc., Total System Services, Inc., Verifone Systems, Inc., Jack Henry & Associates, Inc. and, Sage Group plc and Green Dot Corporation.

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The Remuneration Committee'sCommittee’s process for determining compensation includes an analysis of all elements of compensation. The Remuneration Committee compares these compensation components separately and in total to compensation at the peer group companies, taking into account, among other things, the relative market capitalizations of the Company and the members of the peer group. The Remuneration Committee sets the compensation of Mr. Kotzé based on the total compensation package of Dr.Mr. S.C.P. Belamant. Since the role played by Mr. Kotzé is significantly broader than that of a typical chief financial officer,Chief Financial Officer, the Remuneration Committee'sCommittee’s goal is to set this package at approximately 45% to 65% of Dr. Belamant'sMr. S.C.P. Belamant’s total compensation package. Because the Remuneration Committee considers international comparables in its compensation analysis for both Dr.Messrs. S.C.P. Belamant and Mr. Kotzé, their total compensation packages are denominated in US dollars.U.S. dollars (“USD”). Because Mr. Soma'sSoma’s compensation package is derived from the amount of compensation we pay to Mr. Kotzé, his compensation package is also denominated in US dollars.USD. Our executive officers based in South Africa may elect to be paid in a currency other than US dollars,USD, in which case the USU.S. dollar amount is converted into South African Rand ("ZAR"(“ZAR”) at the exchange rate in effect at the time of payment.

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In addition, as a result of Mr. S.C.P. Belamant’s relocation to the UK, from December 2015, he is paid his USD-denominated base salary in USD. In the early part of each fiscal year, the Remuneration Committee establishes base salaries and sets the short-term cash incentive award plan remuneration targets and payment criteria for Dr.Messrs. S.C.P. Belamant and Mr. Kotzé. Following the end of each fiscal year, the Remuneration Committee determines the annual incentive cash payments and bonuses, if any, to be made to each executive officer based on their and our performance during the fiscal year.

Compensation for fiscal 20142016 for Mr. Oh was determined in accordance with his employment agreement.service agreements. Mr. Oh’s compensation is denominated and paid in Korean won (KRW) in accordance with the terms of his negotiated employment agreement.service agreements. Under the employment agreement,service agreements, he receives a base salary and is entitled to receive a cash incentive payment based upon the achievement of certain targets that are linked to the operating performance of Net1 Korea and KSNET. We have aligned KSNET’s fiscal year end with ours. However, in order to remain consistent with our Korean peer competitors, we continue to determine Mr. Oh’s cash incentive payment (and our KSNET staff’s remuneration) using KSNET’s financial results for the twelve month period ending December of each year. Accordingly, we determined Mr. Oh’s cash incentive payment for the twelve month period ended December 2013.31, 2015.

Before the Remuneration Committee makes decisions on compensation for the year, it discusses with Dr.Mr. S.C.P. Belamant each executive officer’s performance during the year, his or her accomplishments and specific areas of progress. Dr.Mr. S.C.P. Belamant bases his evaluation on his knowledge of each executive officer’s performance (with due regard to the operational environment) and targets that have been set for a particular performance period. The executive officers are then evaluated based on their individual performance during the fiscal year. Dr.Mr. S.C.P. Belamant makes a recommendation to the Remuneration Committee on each executive officer’s compensation, except for his own and Mr. Kotzé’s compensation. Executive officers do not propose or seek approval for their own compensation. Dr.Mr. S.C.P. Belamant’s and Mr. Kotzé’s annual performance review is developed by the Remuneration Committee as a whole.

The Remuneration Committee also consults with Dr.Messrs. S.C.P. Belamant and Mr. Kotzé regarding non-executive officer employee compensation and is responsible for approving all awards under our Amended and Restated Stock Incentive Plan (the "Stock Incentive Plan").stock incentive plan.

Equity Grant Practices.We believe that long-term performance of our companyCompany is achieved through a culture that encourages long-term performance by our executive officers through the use of stock and stock-based awards. Accordingly, awards of stock options and restricted stock are a fundamental element in our executive compensation program because they emphasize long-term performance, as measured by creation of shareholder value, and foster a commonalityhelp align the interests of interest betweenour shareholders and employees. We have granted equity awards through our Stock Incentive Planstock incentive plan which was adopted by our Board of Directors and approved by our shareholders to permit the grant of stock options and other stock-based awards to our employees, directors and consultants. Options granted under the plan vest ratably over a period of three to five years after grant unless otherwise provided in a particular award agreement and have ten-year terms from the date of grant.

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In determining the size of an equity award to an executive officer, the Remuneration Committee considers the executive’s then current cash total compensation package (which includes salary, potential bonus and cash incentive award plan compensation), any previously received equity awards, the value of the grant at the time of award and the number of shares available for grants pursuant to our Stock Incentive Plan.stock incentive plan.

We record stock-based compensation charges over the vesting term of the equity award as required under current accounting standards. When awarding equity compensation, management and the Remuneration Committee seek to weigh the cost of these grants with their potential benefits as a compensation tool. We believe that combining grants of stock options and restricted stock effectively balances our objective of focusing our employees, including our named executive officers, on delivering long-term value to our shareholders, with our objective of providing value to our employees with the equity awards.

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Stock options have value only to the extent that our stock price on the date of exercise exceeds the stock price on the date of grant or any particular minimum share price necessary to vest such options, and thus are an effective compensation tool only if the stock price appreciates during the vesting term. In this sense, stock options are a motivational tool.

Employment Agreements. Our South African resident executivesMessrs. S.C.P. Belamant, Kotzé, P.M. Belamant and Soma are employed on an “at will” basis, without employment agreements, severance payment arrangements (except as required by local labor laws), or payment arrangements that would be triggered by a change in control. The absence of such arrangements enables us to terminate the employment of these named executive officers with discretion as to the terms of any severance arrangement that might be provided upon such termination. This is consistent with our performance-based employment and compensation philosophy.

We do have restraint of trade agreements with each of these named executive officers.officers, except P.M. Belamant. The terms of these agreements provide that upon the termination of the executive’s employment, the executive is restricted, for a period of 24 months, from soliciting business from certain customers, working for or holding interests in our competitors or participating in a competitive activity within the territories where we do business.

     However, weWe do from time to time enter into employment agreements with senior executives of companies that we acquire in connection with the acquisition. Compensation under that initialsuch employment agreementagreements would not ordinarily be determined by reference to peer group comparisons. We entered into an employmenttwo service agreements with Mr. Oh in June 2014, in connection with his roles at Net1 Korea and KSNET. The terms of these two three-year agreements were based on the original KSNET service agreement with Mr. Oh that concluded in October 2010, in connection with our acquisition of KSNET. The agreement expired on June 30, 2014 and was renewed for a three-year term commencing July 1, 2014. Concurrently, weno peer group comparisons were performed.

We appointed Mr. Oh as a representative director of Net1 Korea and entered into a three-year employmentservice agreement with him in conjunction with such appointment. Under the Net1 Korea service agreement, Mr. Oh pursuant to this appointment, which provides only for nominal compensation. The terms of the two new three-year agreements were based on the original KSNET agreement and no peer group comparisons were performed.

     Under the employment agreement that was in effect for fiscal 2014, Mr. Oh wasis entitled to receive the following cash compensation: (i) an annual base salary of KRW 37510 million for the entire term,and (ii) an annual conditional guaranteed bonus of up to KRW 20080 million, based on the achievement of qualitative targets determined by our Chairman. The qualitative target for the 2016 fiscal year was the successful launch in Korea during the year of any of our products that are not currently marketed by Net1 Korea in the Korean market (e.g., Virtual Credit Card, Variable PIN, Money transfers, and bill payments). The other terms of the Net1 Korea service agreement are substantially similar to the terms of the KSNET service agreement described below.

Under the KSNET service agreement, Mr. Oh is entitled to receive: (i) an annual base salary of KRW 405 million and (iii)(ii) an annual conditional incremental bonus of up to KRW 440 million, which comprises a quantitative and qualitative portion.

The quantitative portion of the annual bonus is capped at a maximum of KRW 338 million and will be based on the achievement of specified levels of KSNET’s free cash flow and profit before interest and tax and any bonus under the service agreement (“PBIT”) during any calendar year during the term of the service agreement, as described below. Mr. Oh is entitled to receive KRW 2 million for every KRW 1 billion of free cash flow (defined as operating cash flow, minus tax and capital expenditures) during the year. The maximum payable in respect of the free cash flow metric is KRW 50 million.

If PBIT is at least 90% but less than 100% of the previous year’s PBIT, then Mr. Oh is entitled to receive (i) KRW 208 million, minus (ii) KRW 10 million for each 1% by which current PBIT is less than the previous year’s PBIT. If PBIT is equal to 2.72%or greater than the previous year’s PBIT, then Mr. Oh is entitled to receive KRW 208 million, plus KRW 3,333,333 for each 1% increase in PBIT when compared to the previous year (up to a maximum of base salary multipliedKRW 80 million in respect of the excess), for a total maximum of KRW 288 million.

The qualitative portion of the annual bonus is capped at a maximum of KRW 102 million and is based on the achievement of certain key objectives to be determined annually by an operating profit growth multiple. The annual guaranteed bonus was conditionedour Chairman. Each item comprising the qualitative portion is based on KSNET achieving operating profit in aperformance during our fiscal year (defined as KSNET net income before interest, taxation andending June 30. Achievement of the conditional guaranteed bonus and the conditional incremental bonus) that was greater or equal to operating profitqualitative targets will be determined by our Remuneration Committee each year.

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The qualitative targets for the immediately preceding fiscal year. Operating profit growth multiple was defined as the amount (expressed in percentage terms), if any, beyond which operating profit in a2016 fiscal year exceeds operating profit forwere:

(i)   If KSNET maintains or improves its market position in the immediately preceding fiscal year by 15%. The combined conditional guaranteedKorean card value-added network (“VAN”) market, or if KSNET internally improves the relative contribution of the banking VAN, payment gateway (“PG”), and incremental bonus was limitedpurchase business unit compared to 125%the core VAN business unit (i.e. if banking VAN, PG, and purchase business unit contribute more than the current 14% of annual base salary. Because KSNET’s fiscal year ends in December,gross profit), Mr. Oh’s annual conditional guaranteedOh is entitled to receive KRW 50 million; and incremental bonuses were calculated on

(ii)   If KSNET is not the 12 monthsubject of any adverse regulatory findings, fines, or penalties during the relevant period, ending December 31.Mr. Oh is entitled to receive KRW 52 million.

Under the terms of his employmentservice agreements, Mr. Oh is entitled to participate in national health insurance and the national pension plan provided under the laws of Korea, to receive reimbursement for annual physical examinations for him and his spouse, education expenses and to make use of a company provided car and driver for business and reasonable personal use.

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Similar to the restraint of trade agreements that we have with our other named executive officers, Mr. Oh’s employmentservice agreement provides that upon the termination of his services with us, he is restricted, for a period of 36 months, from soliciting business from certain customers, working for or holding interests in our competitors or participating in a competitive activity within the territories where we do business. The employmentservice agreement also provides for certain payments upon his termination of service by us without just cause, which payments are described below under “Potential Payments Upon Termination or Change-inControl”Change-in-Control” on page 25.28.

Considerations Regarding Tax Deductibility of Compensation. Section 162(m) of the US tax codeCode places a limit of $1 million on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer and each of the three most highly compensated executive officers other than our Chief Executive Officer or Chief Financial Officer. Certain qualified performance-based compensation is not subject to this deduction limit. To maintain flexibility in compensating our named executive officers in a manner designed to promote our various corporate goals, it is not a policy of the Remuneration Committee that all executive compensation must be tax-deductible. The Remuneration Committee believes that the importance of retaining this flexibility outweighs the benefits of tax deductibility.

Compensation Consultants.Neither we nor the Remuneration Committee have any contractual arrangement with any compensation consultant or used the services of any compensation consultant who has a role in determining or recommending the amount or form of executive officer compensation.

Role of Shareholder Say-on-Pay Votes.We provide our shareholders with the opportunity to cast an annual, nonbinding advisory vote to approve executive compensation (a “say-on-pay proposal”). At our annual meeting of shareholders held on November 18, 2013,11, 2015, approximately 74%73% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Remuneration Committee considered the outcome of that advisory vote to be an endorsement of the Remuneration Committee’s compensation philosophy and implementation. The Remuneration Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our named executive officers.

Elements of 20142016 Compensation

Base Salary.Salaries for fiscal 20142016 were determined in the first quarter of the 20142016 fiscal year after a review of our peer group companies described above. The annual base salaries of Dr.Messrs. S.C.P. Belamant, and Messrs. Kotzé and Soma were increased by 5%3% to $937,125, $496,125$1,004,250, $531,480 and $302,400,$324,450, respectively. The increase in annual base salary in each case was effective July 1, 2013.2015. Mr. Oh did not receive areceived base salaries for fiscal 2016 under the terms of his new service agreements. See “Implementing our Objectives—Employment Agreements.” Mr. P.M. Belamant’s annual base salary increase for fiscal 2014.was increased by 3% to GBP 190,776, effective October 1, 2015.

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Payments under Cash Incentive Award Plan for Messrs. S.C.P. Belamant and Kotzé. During the first quarter of fiscal 2014,2016, the Remuneration Committee established a cash incentive award plan for Dr.Messrs. S.C.P. Belamant and Mr. Kotzé pursuant to which each of them would be eligible to earn a cash incentive award based on our fiscal 20142016 financial performance and his individual contribution toward the achievement of certain corporate objectives. The plan provided for a target-level cash incentive award of 100% of the executive’s base salary for fiscal 2014,2016, 70% of which was to be based on a quantitative metric (achievement of specified levels of fundamental diluted earnings per share) and 30% of which was to be based on the level of achievement of the qualitative factors described below.

The quantitative portion of the award provided for threshold, target and maximum amounts of 50%, 100% and 200% for Dr.Mr. S.C.P. Belamant, orand 50%, 100% and 150% for Mr. Kotzé, respectively, of the executive’s respective base salary multiplied by 0.70 (to reflect that 70% of the target award was based on the quantitative factors). The qualitative portion of the award was limited to 100% of the executive’s base salary multiplied by 0.30 (to reflect that 30% of the target award was based on qualitative factors).

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Quantitative Portion of the Cash Incentive Award Plan

The quantitative portion of the cash incentive award plan was based on the achievement of specified levels of fundamental diluted earnings per share for fiscal 2014.2016. The following levels of fundamental diluted earnings per share entitle the executive to receive the following percentages of this portion of the award:

Fundamental EPS above $2.49 and below $2.73 is interpolated on a linear basis and rounded to the nearest percentage.

Quantitative Portion of the Cash Incentive Award Plan—Potential and Actual Payments

The table below presents our potential and actual payments to Dr.Messrs. S.C.P. Belamant and Mr. Kotzé related to the quantitative portion of our cash incentive award plan for fiscal 2014:2016:

After the close of fiscal 2014,2016, the Remuneration Committee met and determined each element of the Company’s financial performance described above and each executive’s contribution toward the progress against the qualitative objectives. Based on achievement of fundamental diluted earnings per share of in excess of $1.80less than $2.49 per share, the Remuneration Committee determined to make no award Dr.to Messrs. S.C.P. Belamant and Mr. Kotzé cash incentive payments of $1,311,975 and $520,931, respectively, in respect of the quantitative portion of the cash incentive award plan. These amounts represent the maximum payment under the quantitative portion of the cash incentive award plan.plan for fiscal 2016.

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Qualitative Portion of the Cash Incentive Award Plan

Each of Dr.Messrs. S.C.P. Belamant and Mr. Kotzé werewas entitled to receive up to 30% of his annual base salary based on his individual contribution toward the achievement of the following Company-wide shareholder enhancing objectives no later than August 20142016 (which is the scheduled time during the year that the Remuneration Committee reviews performance against the qualitative metrics of our cash incentive award plan):

After the close of fiscal 2014,2016, the Remuneration Committee considered whether to make payments in respect of the qualitative portion of the cash incentive award plan. The Remuneration Committee determined to award each of Dr.Mr. S.C.P. Belamant and Mr. Kotzé 87%83.33%, or $243,653$251,063 and $128,993,$132,870, respectively, of the qualitative portion of the cash incentive award.

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In reaching its conclusion, the Remuneration Committee considered several factors. First, the Company implemented two BEE transactions on favorable terms which minimized dilutionRemuneration Committee identified that succession planning remains a priority issue for our Board and resulted in increased shareholder value. These transactions were designed to enhance the Company’s ability to win any new tender from the South African Social Security Agency. Second, the Company successfully disposedan ongoing obligation of two non-core businesses (MediKredit and NUETS), which will enable management to focus more time and attention on its core operations and growth businesses, including its Net1 Mobile Solutions business, which introduced a number of innovative products during the year.Mr. S.C.P. Belamant. The Remuneration Committee also consideredacknowledged that a new organizational plan had been produced by Mr. S.C.P. Belamant as a blueprint for growth of our Company; however, the rateBoard still has to consider and discuss the organization plan. The Remuneration Committee therefore determined that there was progress in the succession plan; however, it had not been finalized at August 25, 2016.

Second, the Remuneration Committee determined that the targeted growth and geographical expansion of the mobile payments business had been achieved, including signing an agreement in India and the acquisition of Transact 24 and Masterpayment.

Lastly, the Remuneration Committee noted that a fully functioning office had been established in the United Kingdom during the period and four employees, including Messrs S.C.P. Belamant and P.M. Belamant, are now based there. The Remuneration Committee determined that the target had been achieved in light of this progress made on regulatory issues.as well as the on-going business development activities in Europe and elsewhere.

Conditional Guaranteed and Incremental Bonus for Mr. Oh pursuant to employment contracts. The table below presents our potential and actual payments to Mr. Oh metrelated to the achievement of his conditional guaranteed bonus target and therefore an amount of $190,572 was paid to himquantitative targets for fiscal 2014.2016:

For fiscal 2016, the Remuneration Committee awarded $87,037 to Mr. Oh did not meetfor the qualitative portion of his conditional incremental bonus target and therefore no incremental bonus was paid to himbonus. In reaching its award determination, the Remuneration Committee concluded that Mr. Oh had met two of his qualitative objectives for fiscal 2014.2016: (1) maintaining or improving our market position in the Korean Card VAN market and (2) KSNET not being subject to any adverse regulatory findings, fines or penalties. The Remuneration Committee determined that Mr. Oh had not successfully launched any of our products in Korea, which was one of his objectives

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BonusBonuses for Messrs S.C.P. Belamant, Kotzé, P.M. Belamant and Soma.The Remuneration Committee determined to award a bonus of 10% of fiscal 2016 base salary, or $100,425 and $53,148, respectively, to Messrs S.C.P. Belamant and Kotzé as recognition for closing the International Finance Corporation transaction, ongoing negotiations with SASSA and managing ongoing legal proceedings against our Company. Mr. Soma.P.M. Belamant, our Managing Director – ZAZOO Limited received a bonus of $66,772 for fiscal 2016, as a result of his contribution to the internationalization of our business and steps to diversify our operations outside of South Africa and his ongoing oversight of the existing South African businesses in his portfolio, including our Manje services that have proven to be extremely successful in a short period of time. Mr. Soma, our Vice-President – Information Technology received a bonus of $290,304$113,558 for fiscal 20142016, as a result of his participation in various new business development initiatives (particularly the development and successful testingongoing management of our biometric ATM solution); maintainingstrategic relationship with MasterCard, World Food Program and strengthening our relationships with key IT suppliers, card associations and IT regulatory bodies; ongoing oversight of various software development projects, including the applications for delivery of financial inclusion in South Africa;Grindrod Bank Limited and continuing oversight of the information technology component of our Sarbanes-Oxley compliance. These relationships are vital to our South African businesses, including social welfare distribution and EasyPay Everywhere, as well as to our international expansion plans where a worldwide MasterCard agreement may provide us with competitive pricing and result in accelerated implementations.

Equity Incentive Awards. InOn August 2013, Dr.19, 2015, Messrs. S.C.P. Belamant, Mr. Kotzé, Oh, P.M. Belamant and Mr. Soma were awarded options to purchase 121,428, 64,285100,175, 39,762, 12,000, 11,600 and 39,18312,000 shares of commonour restricted stock, respectively. These options are exercisable at a price of $7.35 per share, which was the closing price of our common stock on the Nasdaq Stock Market on August 21, 2013. One-third of the options awarded to Dr. Belamant, Mr. Kotzé and Mr. Soma vest on each of the first, second and third anniversaries of the grant date and expire ten years after the grant date, conditioned on the continuous service of the recipient through the applicable vesting date.

     In addition, on August 21, 2013, Mr. Oh was awarded 13,333 shares of restricted stock. One-thirdstock will vest in full only on the date, if any, the following conditions are satisfied: (1) the recipient is employed by us on a full-time basis on the date that we file our Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and (2) if that condition is satisfied, then the shares will vest based on the level of Fundamental EPS we achieve for the fiscal year ended June 30, 2018 (“2018 Fundamental EPS”), as follows – (i) one-third of the award shares will vest on the first, second and third anniversariesif we achieve 2018 Fundamental EPS of $2.88; (ii) two-thirds of the grant date, conditioned on his continuous service throughshares will vest if we achieve 2018 Fundamental EPS of $3.30; and (iii) all of the applicable vesting date.shares will vest if we achieve 2018 Fundamental EPS of $3.76. At levels of 2018 Fundamental EPS greater $2.88 and less than $3.76, the number of shares that will vest will be determined by linear interpolation relative to 2018 Fundamental EPS of $3.30.

Other.WeFrom December 2015, the Remuneration Committee agreed to pay Mr. S.C.P. Belamant a housing allowance. In addition,we provide on-site residential security services for Dr.Mr. S.C.P. Belamant consisting of two armed guards. These services are provided based on bona fide business-related security concerns and are an integral part of our overall risk management program. The Board believes that provision of these security services is a necessary and appropriate business expense because Dr.Mr. S.C.P. Belamant’s personal safety and security are of the utmost importance to us and our shareholders. These security services may be viewed as conveying a personal benefit to Dr.Mr. S.C.P. Belamant. We believe that it is beneficial for Mr. Kotzé to obtain citizenship of a country in the European Union in order to effectively expand into the European marketplace.We have agreed to pay all costs related to this process and during fiscal 2016 we reimbursed certain legal expense incurred. During fiscal 2016, Mr. S.C.P. Belamant and Mr. Kotzé elected to have unused vacation days paid to them.

Under Mr. Oh’s employmentservice agreement, he was paid or reimbursed for the items described under “—Compensation Discussion and Analysis—Implementing our Objectives—Employment Agreements.” As a result of PM Belamant’s relocation to the UK, we agreed to pay the monthly rental fees for his private residence until such time as he purchases a property, at which time he would be entitled to a housing allowance. This benefit expires in November 2016. He also participates in a tax equalization program under which we will reimburse him, in cash, for any additional taxes paid as a result of his residence in the UK. Finally, we have agreed to reimburse Mr. P.M. Belamant for two economy class seats per calendar year between South Africa and the UK.

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REMUNERATION COMMITTEE REPORT

For the Year Ended June 30, 20142016

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, the Exchange Act, except to the extent that Net 1 UEPS Technologies, Inc. specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended or the Exchange Act.

The Remuneration Committee, which comprises three independent directors, has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with our Chief Executive Officer, Dr. Serge C.P. Belamant, and our Chief Financial Officer, Herman G. Kotzé. Based on this review and discussion, the Remuneration Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” section be included in our Annual Report on Form 10-K and this proxy statement.

EXECUTIVE COMPENSATION TABLES

The following narrative, tables and footnotes describe the “total compensation” earned during fiscal years 2014, 20132016, 2015 and 2012,2014, as applicable, by our named executive officers. The total compensation presented below in the Summary Compensation Table does not reflect the actual compensation received by our named executive officers or the target compensation of our named executive officers in fiscal 2014.2016. The actual value realized by our named executive officers in fiscal 20142016 from long-term equity incentives (options and restricted stock) is presented in the Option Exercises and Stock Vested Table on page 25. 28.

Target annual incentive awards for fiscal 20142016 are presented in the Grants of Plan-Based Awards table on page 23.26.

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SUMMARY COMPENSATION TABLE⁽¹⁾

The following table sets forth the compensation earned by our named executive officers for services rendered during fiscal years 2014, 20132016, 2015 and 2012.2014.

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ACTUAL 2016 COMPENSATION MIX

The chart below illustrates the mix of the actual elements of the compensation program paid in fiscal 2016 for our named executive officers pursuant to our target incentive compensation program:

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GRANTS OF PLAN-BASED AWARDS⁽¹⁾

The following table provides information concerning non-equity and equity incentive plan awards granted during fiscal 20142016 to each of our named executive officers.

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OUTSTANDING EQUITY AWARDS AT 20142016 FISCAL YEAR-END⁽¹⁾

The following table shows all outstanding equity awards held by our named executive officers at the end of fiscal 2014.2016. The market value of unvested shares reflected in this table is calculated by multiplying the number of unvested shares by the per share closing price of $11.38$9.99 of our common stock on June 30, 2014,2016, the last trading day of the fiscal year.

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OPTION EXERCISES AND STOCK VESTED⁽¹⁾

There were no stock options exercised by our named executive officers during fiscal 2014.2016. The following table shows all stock awards that vested during fiscal 2014.2016.