Joint finalisation announcement in respect of the acquisition by Telkom of the entire issued share capital of BCX BUSINESS CONNEXION GROUP LIMITED TELKOM SA SOC LIMITED (Incorporated in the Republic of South Africa) (Incorporated in the Republic South Africa) (Registration number 1988/005282/06) (Registration number 1991/005476/30) JSE code: BCX JSE code: TKG ISIN: ZAE000054631 ISIN: ZAE000044897 ("BCX" or the "Company") ("Telkom") JOINT FINALISATION AND UPDATE ANNOUNCEMENT IN RESPECT OF TELKOM’S CASH OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF BCX Unless defined, terms used in this announcement shall bear the same meaning as per the circular published by BCX on 11 July 2014 (“Circular”). 1. FULFILMENT OF SCHEME CONDITIONS Shareholders of BCX and Telkom (“Shareholders”) are referred to the Circular issued by BCX in respect of, inter alia, (i) the proposed scheme of arrangement in terms of section 114 (i) (c), read with section 115 of the Companies Act ("Scheme of Arrangement"), in terms of which Telkom will acquire the ordinary shares from the Ordinary Scheme Participants ("Ordinary Scheme") and (ii) the proposed Scheme of Arrangement in terms of which Telkom will acquire the A shares from the A Scheme Participants or alternatively, the A Shares will be repurchased by BCX prior to implementation of the Ordinary Scheme. Further to this, Shareholders are advised that all the Conditions to the Ordinary Scheme that were required to be fulfilled have been fulfilled, including the following: 1.1. the receipt of the conditional approval (in writing) from the Competition Authorities for the Proposed Transaction in terms of the Competition Act, which conditions were acceptable to BCX and Telkom; and 1.2. the issue of a compliance certificate in relation to the Ordinary Scheme by the Takeover Regulation Panel. Therefore all Conditions to the Ordinary Scheme as detailed per the Circular have been fulfilled and the Ordinary Scheme is now unconditional. In terms of the Ordinary Scheme, each BCX shareholder will receive R6.60 for every BCX ordinary share held by it. The JSE has also given its written approval for the delisting of BCX Shares. 2. AMENDMENT TO IMPLEMENTATION AGREEMENT BCX Shareholders are also advised that the implementation agreement entered into between BCX and Telkom on 21 May 2014, as amended by addenda entered into, has been amended on 5 August 2015 to ensure that the Affected Transaction Call Option is implemented on the Operative Date of the Scheme to ensure that both Ordinary Scheme Participants and Affected Transaction Call Option Participants are settled with the Ordinary Scheme Consideration and Affected Transaction Call Option Consideration respectively on the same day and as was intended by all parties. 3. FINAL SALIENT DATES AND TIMES The timetable for the finalisation and implementation of the Scheme is as follows: 2015 Fulfilment Date Wednesday,5 August Finalisation announcement released on SENS Thursday, 6 August Finalisation announcement published in the South African press Friday, 7 August Last day to trade in Scheme BCX Shares in order to be recorded in Friday, 14 August the Register on the Scheme Record Date (Scheme Last Day to Trade) Suspension of listing of BCX Shares on the JSE Monday, 17 August Scheme Record Date on which Shareholders must be recorded in Friday, 21 August the Register to receive the Scheme Consideration Operative Date of the Scheme Monday, 24 August Scheme Consideration posted/paid to Certificated Shareholders Monday, 24 August (provided their Forms of Surrender and Transfer together with their document/s of title are received on or prior to 12:00 on the Scheme Record Date) on or about Dematerialised Shareholders to have their accounts with their Monday, 24 August CSDP or broker credited with the Scheme Consideration on Termination of listing of BCX Shares at commencement of trade on Tuesday, 25 August the JSE Notes: 1. All times given in this announcement are local times in South Africa. 2. Shareholders who hold BCX Shares on the Scheme Record Date (Friday, 21 August 2015) will participate in the Scheme (i.e. sell their Scheme Shares to Telkom in accordance with the Scheme for the Scheme Consideration). 3. BCX Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade. Midrand 6 August 2015 Investment bank and corporate advisor to BCX: Investec Bank Limited Transaction sponsor to BCX: Investec Bank Limited Investment bank and corporate advisor to Telkom: Absa Bank Limited Transaction sponsor to Telkom: Absa Bank Limited Legal advisor to BCX and Telkom: Edward Nathan Sonnenbergs Incorporated Sponsor to BCX: One Capital Sponsor Services Proprietary Limited Sponsor to Telkom: The Standard Bank of South Africa Limited Date: 06/08/2015 12:00:00 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.