Voluntary Announcement Regarding the Acquisition by Imperial of 49% of the Issued Share Capital of MDS Plc Imperial Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1946/021048/06) JSE share code: IPL ISIN: ZAE000067211 (“Imperial” or the “group”) Voluntary announcement regarding the acquisition by Imperial of 49% of the issued share capital of MDS Plc (“MDS” or the “company”) 1. Introduction Shareholders are hereby advised that Imperial, through its wholly owned subsidiary Imperial Mobility International BV, has entered into an agreement with UAC of Nigeria Plc (“UACN”), a company listed on the Nigerian Stock Exchange, in terms of which it will acquire 49% of the issued share capital of MDS, a wholly owned subsidiary of UACN, for a total cash consideration of USD 26 676 383 (the “Transaction”). The effective date of the Transaction is 26 April 2013. 2. Nature of business MDS is Nigeria’s leading provider of integrated supply chain and logistics solutions in Nigeria. It offers warehousing and distribution solutions primarily in the FMCG, pharmaceutical and telecommunications industries in Nigeria, through a network of 50 distribution centres. MDS delivers a comprehensive suite of logistics solutions by linking companies with their customers in over 600 cities and villages across Nigeria. In its financial year ended 31 December 2012, MDS generated a turnover of c.NGN 4,046 billion (c.USD 26 million), an operating profit of USD 6,6 million and had an NAV of c. USD 54 million. 3. Imperial’s rationale for the Transaction The Transaction offers Imperial Logistics an entrance into the fast growing area of logistics in the Nigerian FMCG and telecommunications industries, whilst it strengthens its position regarding logistics services to the pharmaceuticals industry. It also strengthens Imperial’s current footprint in Africa and is consistent with its strategy of focusing on consumer opportunities across the continent and following its customers. MDS has a quality customer base with a strong new business pipeline. Through the Transaction, Imperial has also secured a specialist management team which strengthens and complements the group’s existing skills set in the logistics industry. 4. Salient terms of the Transaction Imperial will acquire 49% of the issued share capital of MDS for a cash consideration of USD 26 676 383. The vendor has provided warranties which are customary for a transaction of this nature. All conditions precedent have been fulfilled and the Transaction is therefore unconditional. 5. Categorisation of the Transaction The purchase consideration is less than 5% of Imperial’s market capitalisation and the Transaction is not a categorised transaction in terms of the Listings Requirements of the JSE Limited and this announcement relating to the Transaction is thus voluntary. By order of the Board 13 May 2013 BEDFORDVIEW Sponsor Merrill Lynch South Africa (Pty) Limited Date: 13/05/2013 11:00:00 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.