ALEXANDER FORBES GROUP HOLDINGS LIMITED - Disclosure of significant holding of Alexander Forbes shares

Disclosure of significant holding of Alexander Forbes shares

Alexander Forbes Group Holdings Limited
(Previously Alexander Forbes Equity Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/06)
JSE share code: AFH
ISIN: ZAE000191516
(“Alexander Forbes” or the “Company”)

DISCLOSURE OF SIGNIFICANT HOLDING OF ALEXANDER FORBES SHARES

Pursuant to the listing of the Company on 24 July 2014 on the Main Board of the securities exchange
operated by the JSE Limited (“Listing”) and to ancillary transactions completed in connection therewith,
shareholders are advised in accordance with paragraph 3.83 of the JSE Limited Listings Requirements and
section 122 of the Companies Act 2008 (“the Act”) that Alexander Forbes has received formal notification
from Mercer Africa Limited (“Mercer”) and certain selling shareholders of the completion of the transactions
already disclosed in the pre-listing statement issued by Alexander Forbes on 7 July 2014 (“PLS”), namely
that:

    -   Mercer has, in aggregate, acquired an interest in the ordinary shares of the Company, such that its
        total interest in Alexander Forbes now amounts to 14.9% of the total issued ordinary shares of the
        Company; and

    -   the aggregate holdings of the following entities in the Company decreased, such that their respective
        total interest in the ordinary shares of Alexander Forbes immediately following the disposals effected
        on Listing were as set out below:

Entity                                                  Total Interest in Alexander Forbes
Actis AF Holdings Limited                                                             4.4%
Actis Investment Holdings No 86 Limited
Actis Executive Co-Investment Plan L.P.
Ontario Teachers’ Pension Plan Board (“OTPP”)                                         6.29%*
Caisse de Dépôt et Placement du Québec                                                3.24%
Ethos Capital V (GP) (Jersey) Limited                                                 3.26%
Ethos Capital V (GP) (SA) Proprietary Limited
Ethos Fund V Co-Investment Trust

* Immediately following the transactions concluded on Listing, OTPP’s shareholding in the Company
decreased to 6.29%. Pursuant to the exercising of the overallotment option to acquire further shares which
the selling shareholders granted to the joint bookrunners as set out in the PLS on 6 August 2014, OTPP
notified the Company that its shareholding in the Company was further reduced to 4.49%.

In accordance with section 122(3)(a) of the Act, the requisite notices have been filed with the Takeover
Regulation Panel.

Johannesburg
7 August 2014

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

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