EXCELLERATE HOLDINGS LIMITED - Tax treatment of the offer

Tax treatment of the offer

Excellerate Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/009884/06)
JSE code: EXL ISIN: ZAE000026092
(“Excellerate” or “the Company”)

TAX TREATMENT OF THE OFFER

Shareholders are referred to the previous announcements released on SENS and the circular to shareholders dated 2 July 2012 (the
“circular”) in respect of:
1.       a pro rata offer made by the Company to all Excellerate shareholders to acquire all Excellerate shareholders’ shares in the
         Company in terms of section 48 of the Companies Act 2008 for an offer price of R1.15 per Excellerate share (the “offer”)
         to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act (the “scheme”); and
2.       the delisting of all Excellerate shares from the stock exchange operated by the JSE Limited (the “delisting”),
(collectively, the “transactions”).

Shareholders are referred specifically to paragraph 3.16 of the circular which deals with the tax implications of the offer for
shareholders and are advised that:

     -   the offer price of R1.15 per share will be paid out of contributed tax capital of 29.90506 cents and reserves of
         85.09494 cents per share;

     -   the gross dividend portion per share acquired by Excellerate pursuant to the offer is 85.09494 cents per share for
         shareholders exempt from paying the dividends withholding tax;

     -   after allocating the Company’s secondary tax on companies (“STC”) credits equally across Excellerate’s entire issued
         share capital, which equates to an STC credit of 1.76976 cents per share, regardless of acceptances to the offer, the net
         dividend portion per share acquired by Excellerate pursuant to the offer for shareholders liable to pay and after deducting
         dividends withholding tax is 72.59616 cents per share. As such the offer price received by shareholders subject to pay and
         after deducting dividend withholding tax will be 102.50122 cents per share (72.59616 cents + 29.90506 cents = 102.50122
         cents);

     -   Excellerate’s tax reference number is 9013/003/71/1;

     -   the dividends withholding tax rate is 15%;

     -   the tax implications of the offer on Excellerate shareholders will depend on the individual circumstances of each
         Excellerate shareholder; and

     -   accordingly Excellerate shareholders are advised to obtain independent tax advice in relation to the implications of the
         offer price received pursuant to the scheme and the offer.


Johannesburg
3 October 2012


Corporate advisor and transaction sponsor to Excellerate
Java Capital


Attorneys to Excellerate
Malan Scholes Attorneys
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