Notice to shareholders in accordance with section 45 (5) of the Companies Act, 71 of 2008 NETCARE LIMITED (Registration number 1996/008242/06) Code: NTC ISIN number: ZAE000011953 ("Netcare" or "the company") NOTICE TO SHAREHOLDERS IN ACCORDANCE WITH SECTION 45 (5) OF THE COMPANIES ACT, 71 OF 2008 We refer to the special resolution which was approved by the shareholders of the Company in accordance with section 45(3) (a) (ii) of the Companies Act, 71 of 2008 (the Companies Act) on 07 February 2014, authorising the Company to provide financial assistance to related or interrelated companies of the Company. Notice is hereby given, in accordance with section 45(5) of the Companies Act, that a resolution of the board of directors of the Company, as contemplated by section 45 of the Companies Act, was adopted on 11 November 2014 (the board resolution). The board resolution authorises the Company to enter into a R500,000,000 Credit Facility Agreement, in its capacity as guarantor, for the obligations of Netcare 911 Proprietary Limited (as borrower) and of each other guarantor (being Clindeb Investments Limited; Netcare Hospital Group Proprietary Limited; Netcare Hospitals Proprietary Limited and Netcare Property Holdings Proprietary Limited), which constitutes the Company giving "financial assistance" within the meaning of section 45 of the Companies Act. In terms of section 45(3)(b) of the Companies Act, the board is satisfied that: - immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as set out in section 4 of the Companies Act; and - the terms under which the financial assistance is proposed to be given under the resolution are fair and reasonable to the Company. 24 November 2014 Sponsor Nedbank Capital Date: 24/11/2014 05:00:00 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.