Lesaka Technologies : June 3, 2024 Proxy statement (preliminary)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14A-12

LESAKA TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

___________________________________________________

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee paid previously with preliminary materials.

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LESAKA TECHNOLOGIES, INC.

_________________________

NOTICE OF MEETING OF SHAREHOLDERS

to be held on June 3, 2024

________________________

To the Shareholders of Lesaka Technologies, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Lesaka Technologies, Inc. will be held at our principal executive offices located at President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg 2196, South Africa on June 3, 2024 at 15:00 local time (9:00 am Eastern Time), for the following purposes:

1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), the grant of a stock option to Mr. Ali Mazanderani, our Executive Chairman, pursuant to a stock option agreement (the "Stock Option Agreement Proposal").
2. To approve an amendment to our current Amended and Restated Stock Incentive Plan to increase the number of shares of our common stock authorized for issuance by 3,000,000.
3. To transact such other business and act upon any such other matters which may properly come before the meeting or any adjournment or postponement of the meeting.

Our Board of Directors (our "Board") has fixed the close of business on April 8, 2024, 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.

Sincerely,

Kuben Pillay

Lead Independent Director

Johannesburg, South Africa

April 12, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2024. A complete set of proxy materials relating to the meeting is available on the internet. These materials, consisting of the Notice of Meeting of Shareholders and Proxy Statement, including proxy card, may be viewed and downloaded at https://materials.proxyvote.com/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 internet as specified in the accompanying internet voting instructions. Shareholders registered on our South African Branch Register ("South African Shareholders") are referred to the special instructions contained on page 3 of this proxy statement.

TABLE OF CONTENTS

APPENDIX A - OPTION AWARD AGREEMENT

APPENDIX B - PLAN AMENDMENT

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LESAKA TECHNOLOGIES, INC.

VOTING RIGHTS AND PROCEDURES

Shareholders as of the close of business on April 8, 2024, the record date, may attend and vote at the meeting. Each share is entitled to one vote. There were 62,343,444 shares of common stock outstanding on the record date.

We anticipate that this proxy statement and the form of proxy relating to our meeting will be mailed to our shareholders commencing on or about April 22, 2024.

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 meeting. Shareholders who are present at the meeting in person or by proxy and who abstain 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 meeting, the meeting may be adjourned in order to permit the further solicitation of proxies. The inspector of election appointed for the meeting will tabulate all votes and will separately tabulate affirmative and negative votes and abstentions.

The meeting shareholders will be asked to vote on the following proposal:

• Proposal No. 1 - The Stock Option Agreement Proposal will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions and broker non-votes will not affect the outcome of the vote.
• Proposal No. 2 - The amendment of our current Amended and Restated Stock Incentive Plan to increase the number of shares authorized for issuance thereunder will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. You may vote for or against the proposal or you may abstain from voting. Abstentions will not affect the outcome of the vote.

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

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

• FOR the approval of the Stock Option Agreement Proposal.
• FOR the approval of the amendment of our current Amended and Restated Stock Incentive Plan.

If your shares are held in "street name," and you do not instruct the bank or broker how to vote your shares on Proposals 1 and 2, the bank or broker may not exercise discretion to vote for or against those proposals. These shares will not be counted as having been voted on the applicable proposal. Please instruct your bank or broker so your vote can be counted.

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 Lesaka Technologies, Inc., P.O. Box 2424, Parklands 2121, South Africa, or by attending the meeting and voting in person. If you hold shares in "street name", you must contact that firm to revoke any prior voting instructions.

Internet Availability of Proxy Materials

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

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Market Information

Our common stock is listed on The Nasdaq Global Select Market ("Nasdaq") in the United States under the symbol "LSAK" and, via a secondary listing, on the Johannesburg Stock Exchange ("JSE"), in South Africa under the symbol "LSK". 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., Jersey City, New Jersey 07310. Our transfer agent in South Africa is JSE Investor Services (Pty) Ltd ("JSE Investor Services"), One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, South Africa.

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. The proxy form marked "Lesaka Technologies, Inc. Proxy for Shareholders Registered on South African Branch Register" must be used by South African Shareholders. The South African proxy must be lodged, posted or e-mailed to JSE Investor Services so as to reach them by 16:00, local time, on May 30, 2024. South African Shareholders that have already dematerialized their shares through a Central 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 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 Shareholders that hold their shares in certificated form or dematerialized own-name registration should complete the South African proxy and return it to JSE Investor Services.

Solicitation

The Board is soliciting your proxy to vote your shares at the meeting. We will bear the entire cost of the solicitation, including the preparation, assembly, and, to the extent applicable, 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 MEETING

PROPOSAL NO. 1: APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(C), THE GRANT OF A STOCK OPTION TO MR. ALI MAZANDERANI, OUR EXECUTIVE CHAIRMAN, PURSUANT TO A STOCK OPTION AGREEMENT

We are asking you to approve the stock option granted to Mr. Mazanderani, which was approved by the Board on December 4, 2023, subject to shareholder approval at this Special Meeting. In this proxy statement, we refer to the stock option granted to Mr. Mazanderani as the "Option Award" and the Stock Option Agreement as the "Option Agreement." The full text of the Option Agreement is attached hereto as Appendix A. The Option Award represents the right of Mr. Mazanderani to purchase shares of common stock of the Company at various exercise prices, each of which was in excess of the market price of the common stock on the date of approval by the Board, provided that Mr. Mazanderani remains continuously employed by the Company as Executive Chairman through January 31, 2026.

Nasdaq Listing Rule 5635(c) requires approval by a listed company's shareholders with respect to the establishment of any equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants, regardless of whether or not such authorization is required by law or by the listed company's charter. The Option Agreement provides that the Company is not obligated to issue shares underlying the Option Award unless the Company's shareholders have voted to approve the Option Agreement. Further, the Option Agreement provides that if the Company's shareholders do not approve the Option Award, then the Option Award shall be forfeited. We are therefore seeking shareholder approval to comply with the rules and regulations of Nasdaq and the terms of the Option Agreement.

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Reasons for the Option Award

Our Board believes it important to our continued success and is in the best interests of the shareholders to retain Mr. Mazanderani as Executive Chairman with a long-term compensation agreement that is highly aligned with continued shareholder returns. The Board believes that the Option Award is designed to both incentivize Mr. Mazanderani and to provide benefit to the shareholders of the Company. Specifically, the Company believes that the Option Award benefits shareholders in the following ways:

1. The Option Award creates incentive for Mr. Mazanderani's continued, long-term service and high level of performance.
   The Board believes that Mr. Mazanderani's ongoing active and engaged service is critical to the continued development and long-term interest of the Company. While the Board recognizes that the Company has many valuable employees who have contributed to the Company to date, the Board believes Mr. Mazanderani's leadership will be critical in the Company's future development. The structure of this compensation agreement provides significant motivation for Mr. Mazanderani to deliver shareholder returns and to manage the business with a long-term perspective.
2. Mr. Mazanderani only receives value if the share price appreciates.

The various exercise prices set forth in the Option Agreement are each at a premium to the market price of the common stock on the date of approval by the Board. Mr. Mazanderani only receives value if the share price appreciates in excess of those exercise prices, which aligns his interests with those of our shareholders.

Option Award Overview

Below is an overview of the Option Award. See Appendix A for the full Option Award Agreement.

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Material Terms of the Proposed Option Award

Option Award Value

The Option Award consists of an option to acquire, in four tranches, an aggregate of 4,000,000 shares of common stock. See Table 1. Shares by Exercise Price. below.

Equity Type

The Option Award is exercisable for underlying shares of common stock of the Company. Mr. Mazanderani will only realize value from the Option Award if he exercises the Option Award when the Company's stock price exceeds the applicable exercise price. The Option Award is not being made under the Company's 2022 Amended and Restated Stock Incentive Plan.

Exercise Price

Table 1. Shares by Exercise Price.

Employment Requirement

The Option Award will only vest if Mr. Mazanderani remains continuously employed as Executive Chairman of the Company from February 1, 2024 to January 31, 2026 (the "Vesting Condition").

Term of Option Award

Provided Mr. Mazanderani satisfies the Vesting Condition (subject to the terms described in "-Effectof Death or Disability"), the Option Award may only be exercised by Mr. Mazanderani after January 31, 2028. Mr. Mazanderani has up to one year to exercise any portion of the Option Award that has vested. After January 31, 2029 (the "Option Expiration Date"), the Option Award is no longer exercisable under any circumstances.

Termination of Employment

There is no acceleration of vesting of the Option Award if the employment of Mr. Mazanderani is terminated, if he dies, or becomes disabled and the Vesting Condition is not met. In other words, termination of Mr. Mazanderani's employment with the Company prior to January 31, 2026 will preclude his earning the then unvested Option Award. Unless the Committee (as defined below) provides otherwise, vesting of the Option Award will be suspended during any unpaid leave of absence by Mr. Mazanderani.

Effect of Death or Disability

In the event of Mr. Mazanderani's death or the termination of his employment due to Disability (as defined in the Option Agreement) and the Vesting Condition has occurred, the Option Award will become exercisable (either by Mr. Mazanderani or his legal representative or other person who acquired the right to exercise the Option Award, as applicable) on the date such event occurs. Any remaining unexercised portion of the Option Award will terminate on the Option Expiration Date.

For clarity, in the event of Mr. Mazanderani's death or the termination of his employment due to Disability (as defined in the Agreement) and the Vesting Condition has not occurred, the Option Award will not vest or become exercisable under any circumstance.

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Change in Control of the Company

If a change in control event occurs, the parties to such transaction may elect to have a successor entity assume or continue the Option Award, or substitute the Option Award with new awards, with appropriate adjustments. To the extent that such an election is not made, the Option Award will terminate and either (i) the Company will pay the difference between the sale price for the shares and the aggregate exercise price or (ii) Mr. Mazanderani will be allowed to exercise the Option Award prior to the consummation of the change in control.

Exercise Methods

Mr. Mazanderani may elect to pay for the number of shares for which the Option Award is being exercised in cash (US dollars) or cash equivalent acceptable to the Company (including offset against US dollars, if any, owed by the Company to Mr. Mazanderani as of the date of exercise), if the Company permits, by tender to the Company, or attestation to the ownership, of whole shares owned by Mr. Mazanderani, including shares deliverable upon exercise of the Option Award, by means of broker-assisted cashless exercise, by any other means acceptable to the Company, or by any combination of the foregoing as the Company permits in its sole discretion.

Clawback

The Option Award is subject to the Company's clawback policy, as in effect from time to time.

Other Details Regarding the Option Award

Administration

The Option Award will be administered by the Board and any committee of Board members appointed by the Board and satisfying applicable laws (the "Committee"). The Committee has the power and authority, in good faith, to interpret the Option Agreement and adopt rules for its administration, interpretation and application of the terms of the Option Award. All actions taken, and interpretations and determinations made, by the Committee in good faith with respect to the Option Award are final and binding on Mr. Mazanderani and any other interested persons.

Certain Other Adjustments Upon Certain Transactions

In the event of any dividend or other distribution (whether in the form of cash, shares of the Company's common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,spin-off, combination, repurchase or exchange of the Company's securities, or other change in the corporate structure of the Company affecting its common stock, then the Committee, in order to prevent the diminution or enlargement of the benefits or potential benefits intended to be made available under the Option Award (and in a manner that will not provide any greater benefit or potential benefits than intended to be made available, other than solely to reflect changes resulting from any such triggering event), will adjust the number, class and price of the shares underlying the Option Award. In the event of a proposed dissolution or liquidation of the Company and to the extent the Option Award has not been previously exercised, it will terminate immediately before the completion of such proposed transaction.

Certain Other Securities Information

Shares issuable under the Option Agreement may be authorized but unissued, or reacquired common stock of the Company.

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Tax Withholdings

If there are any tax withholdings required, the Company may withhold such amounts and Mr. Mazanderani otherwise agrees to provide for any sums required to satisfy any tax or social insurance obligations. The Company has no obligation to deliver shares until the tax and social insurance withholding obligations of the Company have been satisfied by Mr. Mazanderani. The Company may, in its sole discretion, permit Mr. Mazanderani to satisfy, in whole or in part, any tax and social insurance withholding obligation which may arise in connection with the Option Award either (i) by electing to have the Company withhold from the shares to be issued upon exercise of the Option Award, or (ii) by electing to deliver to the Company already-owned shares of the Company.

Non-transferability

The Option Award may not be transferred in any manner other than by will or the laws of descent or distribution and may be exercised during Mr. Mazanderani's lifetime only by him, except in the event of Mr. Mazanderani's death or Disability as described above.

Potential Ownership of Securities

As of the record date for this meeting, Mr. Mazanderani beneficially owned 322,476 shares of the Company's common stock. Theoretically, if Mr. Mazanderani elected to exercise the Option Award in full, his beneficial ownership would represent 6.52% of the outstanding shares of the Company's common stock based on the total outstanding shares of the Company's common stock as of the record date.

Mr. Mazanderani also holds an option under the Company's Amended and Restated 2022 Stock Incentive Plan to acquire 500,000 shares at an exercise price of $3.50 per share that vests on the one-year anniversary of the grant date, December 4, 2023, provided that Mr. Mazanderani then continues to provide services as Executive Chairman. This option may only be exercised during the period from January 31, 2028 to January 31, 2029.

Shareholder Approval

In the event our shareholders do not approve the grant of the stock option to Mr. Ali Mazanderani pursuant to the Option Agreement, the Option Award will automatically be forfeited.

Effect of Issuance of Additional Shares of Common Stock

If this Proposal 1 is approved by shareholders, and if the Option Award vests, the Company will be issuing additional shares of common stock, increasing the number of shares of common stock outstanding. As a result, our shareholders will incur dilution of their percentage ownership upon any issuance of shares of common stock pursuant to the Option Award.

Since the number of shares issued will depend on to what extent the Option Award is exercised, we cannot predict the number of shares that will actually be issued. If there is an issuance of shares of common stock pursuant to the terms of the Option Agreement, it will result in an increase in the number of shares of common stock outstanding, and, as a result, shareholders will own a smaller percentage of outstanding shares of our common stock and will experience a reduction in the percentage interests in voting power. Further, the issuance or resale of our common stock could cause the market price of our common stock to decline.

Accounting and Tax Considerations

Accounting Consequences

We follow FASB Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("ASC Topic 718") for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based compensation awards made to employees and directors based on the grant date "fair value" of these awards. Pursuant to ASC Topic 718, this calculation cannot be made for the Option Award prior to the date on which it is approved by our shareholders, which will be the "grant date" for accounting purposes.

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