Repurchase of shares in Morvest and financial effects MORVEST BUSINESS GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration No. 2003/012583/06) Share code: MOR ISIN code: ZAE000152567 (“Morvest” or “the Company”) REPURCHASE OF ORDINARY SHARES IN MORVEST 1. Introduction In terms of a general authority granted to Morvest or any of its subsidiaries to repurchase its ordinary shares by a special resolution passed by Morvest shareholders at the Annual General Meeting held on 22 November 2011 ("the authority"), a maximum of 135 831 723 ordinary shares (being 20% of the issued share capital) could be repurchased. 2. Implementation In terms of paragraph 11.27 of the JSE Limited (“JSE”) Listings Requirements, Morvest announces that it has acquired through a series of open market transactions, 35 483 465 ordinary shares, equivalent to 5.2% of the issued share capital at the time of the granting of the authority, for a total consideration of R7 597 860.96. The repurchases were carried out between 23 November 2011 and 24 August 2012. The highest price paid was 22 cents per share and the lowest price paid was 17 cents per share. The average price paid was 19 cents per share. The requirements of paragraph 5.72(a) of the JSE Listings Requirements have been complied with in the repurchasing of these shares. The extent of the authority remaining unfulfilled is 100 348 258 ordinary shares, equivalent to 14.8% of the total number of shares in issue at the time of the authority being granted. 3. Source of funds Repurchases to date have been funded from available cash and it is intended that future purchases will also be funded from available cash. 4. Opinion of the directors The directors of Morvest have considered the effect of the share repurchases and confirm that: - Morvest will be able, in the ordinary course of business, to pay its debts for a period of 12 months from the date of this announcement; - The consolidated assets of Morvest and its subsidiaries are in excess of the consolidated liabilities and will be so or 12 months after this announcement, measured in accordance with the accounting policies used in the audited results for the year ended 31 May 2011; - The ordinary share capital and consolidated reserves of Morvest and its subsidiaries will be adequate for ordinary business purposes for the 12 month period from the date of this announcement; - The working capital of Morvest and its subsidiaries will be adequate for ordinary business purposes for a period of 12 months from the date of this announcement. 5. Effect on Earnings and Net Asset Value per Share The table below sets out the unaudited pro forma financial effects of the share repurchase on Morvest for the year ended 31 May 2012. The unaudited pro forma financial effects have been prepared for illustrative purposes only, and, because of their nature, may not give a true reflection of the actual financial effects of the share repurchase. The pro forma financial effects have been calculated on the basis set out below and are the responsibility of the directors. After Before Pro forma 31 May 2012 Adjustments (cents) (cents) % Change 2.33 2.45 5% Earnings/Loss per ordinary share Headline profit / (loss) 6.81 7.15 5% per share 35.11 35.91 2% Net asset value per share Net tangible asset value 1.44 0.69 (53%) per share Number of ordinary shares 679 159 679 159 - in issue ('000') Weighted average number of 522 617 497 676 (5%) ordinary shares in issue ('000') Assumptions:- 1. The pro-forma adjustments to the statement of comprehensive income have been calculated on the assumption that the transaction was completed on 1 June 2011. 2. The pro-forma adjustments to the statement of financial position have been calculated on the assumption that the transaction was completed on 31 May 2012. 3. For the calculation of the Net asset value per share and the Net tangible asset value per share, the number of treasury shares was eliminated. 6. Treasury shares All the shares have been repurchased by a subsidiary of Morvest and are being held as treasury shares. Following the repurchase of 35 483 465 shares, the Company holds 56 272 499 ordinary shares equivalent to 8.28% in Treasury. The Company has 622 886 114 ordinary shares in issue excluding treasury shares. The cancelation and de-listing of the treasury shares will be considered at a future date under the provisions of the Companies Act, No 71 of 2008. 28 August 2012 Sponsor Sasfin Capital (a division of Sasfin Bank Limited) Date: 28/08/2012 04:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.