ALEXANDER FORBES GROUP HOLDINGS LIMITED - Update to shareholders and extension of posting date of a circular

Update to shareholders and extension of posting date of a circular

ALEXANDER FORBES GROUP HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2006/025226/06)
JSE Share Code: AFH ISIN: ZAE000191516
(“Alexander Forbes” or “the Company”)

Update to shareholders and extension of posting date of a circular

Further to the terms announcement released on SENS on 29 September 2016 (and using the terms
defined therein unless otherwise stated), in the interest of expediting the transaction, the Board
simplified the transaction and the associated approval process. Therefore, shareholders will only be
requested to consider and, if deemed fit, approve the following resolutions:
     1. an ordinary resolution, requiring at least 50% shareholder approval, authorising and
         approving the issue of the Subscription Shares to ARC;
     2. an ordinary resolution, requiring at least 50% shareholder approval, authorising and
         approving the Flip-Up; and
     3. an ordinary resolution, requiring at least 50% shareholder approval, authorising certain
         representatives of the Company to take the necessary steps to implement the transaction.

This revised position has been discussed with the JSE and, pursuant to this, an extension in respect of
the date of posting the circular has been granted. The circular pertaining to the Subscription and the
Flip-Up is expected to be posted on Friday, 2 December 2016 and the general meeting to obtain approval
from shareholders is expected to be held on or about Friday, 20 January 2017.

The revised and simplified transaction is supported by Mercer and Mercer will renew its irrevocable
commitment to vote in favour of the ordinary resolutions in respect of the Subscription and the Flip-
Up.


Johannesburg

25 November 2016

Corporate Advisor and Transaction Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd.

Legal Advisor to Alexander Forbes
Bowmans

Corporate Advisor to ARC
UBS South Africa Proprietary Limited

Legal Advisor to ARC
Allen & Overy

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