additional subscription agreement 1. interpretation 3 2. implementation 5 3. condition precedent 5 4. subscription and settlement by net 1 5 5. calculation of the subscription price 6 6. measurement accounts 6 7. payment 8 8. closing 8 9. warranties 8 10. confidentiality 8 11. domicilium and notices 9 12. breach 9 13. arbitration 9 14. general 9 15. costs 9 1. interpretation 1. 1 this agreement shall be interpreted in accordance with clause 1 of the framework agreement ( as defined below ). 1. 2 any defined terms in this agreement not defined in clause 1. 3 below shall bear the meaning assigned to them in clause 1. 2 of the framework agreement. 1. 3 in this agreement, the following terms shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings : ( a ) agreement – this additional subscription agreement together with its annexures ; ( b ) auditors - the auditors of the company ; ( c ) average pbt - the average pbt in respect of the measurement period as determined by solving for " a " in the following formula : a = ( b + c ) ÷ 2 b means the 2018 pbt ; c means the 2019 pbt ; ( d ) condition precedent - the suspensive conditions set out in clause 3. 1 ; ( e ) extraordinary items - material items possessing a high degree of abnormality which arise from events or transactions that fall outside the ordinary activities of the company or any of its subsidiaries, being non - recurring and non - trading items, including ( for the avoidance of doubt ) income, expenditure items accounted for during the financial year under review in respect of any prior financial year and which shall further include any profit or loss made on the disposal or acquisition of any fixed assets, or operations or business or investments and any operations and / or business which have been discontinued or sold ; ( f ) framework agreement - the framework agreement entered into among net 1, gain, ajd holdings, richmark and the company on the signature date ; ( g ) gain - peter kennedy gain, identity number xxx ; ( h ) group – the company and its subsidiaries, and " group company " shall mean any of them ; ( i ) ifrs - international financial reporting standards as issued by the board of the international accounting standards committee from time to time ; ( j ) measurement accounts – the 2018 financial statements and the 2019 financial statements ; ( k ) measurement period - the