Voluntary Announcement: Disposal of 65% of Neska Schiffahrts - Und Speditionskontor GMBH (‘Neska”) Imperial Holdings Limited Registration number: 1946/021048/06 Share code: IPL ISIN: ZAE000067211 (‘Imperial’ or ‘the company’ or ‘the group’) VOLUNTARY ANNOUNCEMENT: DISPOSAL OF 65% OF NESKA SCHIFFAHRTS- UND SPEDITIONSKONTOR GMBH (‘Neska”) INTRODUCTION Shareholders are advised that Imperial has signed an agreement to dispose of the group’s 65% stake in Neska to Häfen und Güterverkehr Köln (‘HGK’), the Port Authority in Cologne, Germany, and the current 35% minority shareholder in Neska (“the Proposed Transaction”). HGK is headquartered in Cologne and is controlled by Stadtwerke Köln GmbH, which in turn is 100 percent owned by the City of Cologne. Neska is a subsidiary of Imperial Logistics International B.V. & Co. KG, the group’s holding company for its non-African international logistics operations. Neska offers solutions in intermodal container shipping as well as in conventional break bulk and bulk freight market. With its 23 sites, Neska group handles trans-shipment, storage and transportation for a wide variety of goods (bulk, paper, metals) moving them across an international transport network comprising roadways, railways and waterways. RATIONALE FOR THE PROPOSED TRANSACTION Neska is facing growing competition from established players with more scale, a better market positioning and pricing power. As a result, Neska’s growth prospects under Imperial’s ownership are limited and the value of Neska will be better advanced by owners with established capability and scale such as HGK. Therefore, and consistent with its espoused strategy to invest in its core capabilities, Imperial has decided to dispose of Neska. Neska delivered operating profit of EUR 7.2 million in the financial year ended 30 June 2015 and had a net asset value of EUR 14m as at 30 June 2015. SALIENT TERMS OF THE PROPOSED TRANSACTION HGK will acquire 65% of the ordinary shares of Neska for a total net purchase consideration of EUR 75 million (“the Purchase Consideration”), which includes the discharge of shareholder loans of EUR 24 million. The effective date of the Proposed Transaction is 1 July 2015. The Purchase Consideration will earn interest at 4.5% p.a. from 1 July 2015 to the final date of payment. The purchase consideration will be settled in cash upon fulfilment of the conditions precedent. The proceeds from the proposed transaction will be invested in due course in the expansion of the group’s core businesses while initially reducing short term debt. CONDITIONS PRECEDENT 1) HGK’s major shareholders are the City of Cologne and other municipal enterprises. Due to this shareholder structure, the potential transaction is subject to public approval procedures. 2) Unconditional Regulatory approvals of the proposed transaction in all the relevant jurisdictions. Bedfordview 5 October 2015 Sponsor Merrill Lynch South Africa (Pty) Limited Date: 05/10/2015 09:00:00 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.