Stellar \ Cadiz - Joint Announcement: Results of Cadiz General Meeting STELLAR CAPITAL PARTNERS LIMITED CADIZ HOLDINGS LIMITED (Incorporated in the Republic of (Incorporated in the Republic of South Africa) South Africa) (Registration number (Registration number 1998/015580/06) 1997/007258/06) Share code: SCP Share code: CDZ ISIN: ZAE000198586 ISIN: ZAE000017661 (“Stellar”) (“Cadiz”) Joint Announcement: Results of Cadiz General Meeting Shareholders are referred to the joint announcement released on SENS by Stellar and Cadiz on 9 July 2015 regarding the firm intention by Stellar, through Bidco, to acquire all the shares in Cadiz not already owned by Stellar (the “Announcement”) as well as the circular posted to Stellar and Cadiz shareholders on 31 August 2015 (the “Circular”). Defined terms in the Announcement and Circular are used in this announcement. Shareholders are hereby advised that, at the general meeting of Cadiz shareholders held today, 29 September 2015, the resolutions to approve the Scheme were passed by the requisite majority of Shareholders. Accordingly, the General Offer will not be made by Stellar. Total issued number of ordinary shares: 245 823 118 Number of ordinary shares represented at the 190 262 316 meeting (including proxies): Percentage of ordinary shares represented at the meeting: 77.4% Special and ordinary resolutions were voted on as follows: 1. Special resolution 1: Approval of the Scheme in terms of section 114(1)(c) of the Companies Act. For Against Abstained 149 810 562^ - 6 000 100% -% 0.002%* ^excludes voting rights in respect of Stellar Capital’s shares in Cadiz *as a percentage of the total issued share capital 2. Special resolution 2: Revocation of special resolution number 1 if the scheme is terminated. For Against Abstained 190 262 316 - 6 000 100% -% 0.002*% *as a percentage of the total issued share capital 3. Ordinary resolution number 1: Approval of the delisting in terms of paragraph 1.14(a) of the JSE Listing Requirements. For Against Abstained 190 262 316 - 6 000 100% -% 0.002% *as a percentage of the total issued share capital 4. Ordinary resolution number 2: Authorising resolution For Against Abstained 190 262 316 - 6 000 100% -% 0.002% *as a percentage of the total issued share capital Shareholders are further advised that no Cadiz Shareholders voted against the special resolution to approve the Scheme, and, accordingly, the provisions of section 115(3) of the Companies Act are not applicable to the Scheme. The implementation of the Scheme remains subject to the fulfilment or, if appropriate, waiver (in whole or in part) of the following suspensive conditions by no later than 31 October 2015 or such later date/s as may be agreed to between Stellar and Cadiz: – the receipt of unconditional approval from the Takeover Regulation Panel in terms of a compliance certificate to be issued in terms of the Companies Act in relation to the Scheme; and – approval of the Scheme from the Registrar of Long-Term Insurers as defined in and in accordance with the provisions of the Long-Term Insurance Act, 1998 (No. 52 of 1998). Once all the conditions precedent to the Scheme have been fulfilled or waived (in whole or in part), as the case may be, a further announcement regarding the relevant dates for the implementation of the Scheme will be made. Johannesburg 29 September 2015 Corporate Finance Adviser and Sponsor to Stellar: Stellar Advisers Proprietary Limited Sponsor to Cadiz: Investec Bank Limited Date: 29/09/2015 02:42:00 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.