South African taxation considerations regarding the unbundling of shares in Nictus Holdings Limited Nictus Limited (Incorporated in the Republic of South Africa) (Registration number 1981/001858/06) JSE Share code: NCS NSX Share code: NCT ISIN Code NA0009123481 ("Nictus" or "the Company") South African taxation considerations regarding the unbundling of shares in Nictus Holdings Limited 1 Introduction Nictus shareholders (“Shareholders”) are referred to the circular which was distributed to Shareholders on Wednesday, 1 August 2012 and which included details, inter alia, of the proposed distribution of all the ordinary shares (“Nictus Namibia Shares”) that Nictus holds in Nictus Holdings Limited to Shareholders, in the entitlement ratio of 1:1, in terms of section 46 and section 112 read together with sections 115 and 164 of the South African Companies Act, 2008, as amended and in accordance with the relevant South African and Namibian taxation regulations (“Unbundling”). The distribution of the Nictus Namibia Shares by Nictus, in terms of the Unbundling, does not meet the specific unbundling provisions set out in section 46 of the South African Income Tax Act. Therefore, normal tax principles must be applied to determine the tax implications of the Unbundling on Shareholders. The purpose of this announcement is to advise Shareholders of the capital gains tax (“CGT”) base cost of the Nictus Namibia Shares received as a result of the Unbundling and the Nictus ordinary shares subsequent to the Unbundling. Shareholders are advised to seek their own advice regarding taxation in respect of the Unbundling. 2 CGT base cost A CGT base cost for the Nictus Namibian Shares will be established in the hands of Shareholders and will be equal to the amount of the dividend received by each Shareholder. The value of the total dividend distributed by Nictus will be calculated, for accounting purposes, as at 31 August 2012 which is the effective date of the Unbundling and will be disclosed in the interim results for the six months ended 30 September 2012 which are expected to be published on SENS on or about 3 December 2012. The CGT base cost of the Nictus ordinary shares remains unchanged in the hands of the Shareholders subsequent to the Unbundling. Johannesburg 9 October 2012 Corporate advisor, sponsor and joint tax advisor Namibian legal advisors KPMG Services (Pty) Ltd Theunissen, Louw & Partners South African legal advisors and joint tax advisor Namibian sponsor Webber Wentzel Simonis Storm Securities (Pty) Ltd (Member of the NSX) Reporting accountants and auditors Independent expert KPMG Inc. Mazars Corporate Finance (Pty) Ltd Date: 09/10/2012 01:35:00 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.