Disposal of GIM Holdings Proprietary Limited MICROmega HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 1998/003821/06) Share code: MMG ISIN: ZAE000034435 (“MICROmega” or “the Company” or “the Group”) DISPOSAL OF GIM HOLDINGS PROPRIETARY LIMITED 1. INTRODUCTION The board of directors of MICROmega (“the Board”) wishes to advise shareholders of the disposal of GIM Holdings Proprietary Limited (“GIM Holdings”), a wholly-owned subsidiary of MECS Africa Proprietary Limited (“MECS”), which is in turn a wholly owned subsidiary of MICROmega, to Kamberg Investment Holdings Proprietary Limited (“Kamberg”). The entire issued share capital of Kamberg is held by the Greg Morris Family Trust, of which Mr Greg Morris, the Chief Executive Officer of MICROmega, is the sole beneficiary (“the Transaction”). 2. THE GIM HOLDINGS DISPOSAL 2.1 Nature of GIM Holdings GIM Holdings is a holding company which currently hold a single asset in the form of a residential property (“Property”). 2.2 Purchase consideration The purchase consideration for the Transaction shall be settled by way of the transfer of 517 620 MICROmega shares (“Purchase Consideration”) from Kamberg to MECS, which shares will then be held as treasury shares. 3. BACKGROUND TO AND RATIONALE FOR THE TRANSACTION The Property has been leased by Mr Greg Morris for numerous years and, as it was decided that the Company has no further use for it, the Board resolved that Mr Greg Morris would purchase the Property for the Purchase Consideration. 4. CLASSIFICATION OF THE TRANSACTION The Transaction is considered to be a small related party transaction in terms of paragraph 10.7 of the JSE Listings Requirements (“Listings Requirements”) and consequently requires a fairness opinion (“Opinion”) from an independent professional expert acceptable to the JSE (“Independent Expert”) that the terms of the Transaction are fair as far as shareholders of MICROmega are concerned. However, as MICROmega, through MECS, will be acquiring its own securities, the Transaction is also deemed to be a specific repurchase in terms of paragraph 5.69 of the Listings Requirements (“Specific Repurchase”). The Company has appointed Merchantec Capital as Independent Expert. The findings of the Opinion will be published in due course. 5. CONDITIONS PRECEDENT AND EFFECTIVE DATE The Transaction is subject to the fulfilment of, inter alia, the following suspensive conditions: - the approval of all regulatory bodies, including the JSE; and - the approval of MICROmega shareholders of the Specific Repurchase. The effective date of the Transaction is 1 September 2015. 6. FINANCIAL INFORMATION PERTAINING TO THE TRANSACTION The value of the net assets that are the subject of the Transaction as at 31 March 2015 was R5.1 million. The profit after tax attributable to the net assets that are the subject of the Transaction for the year ended 31 March 2015 was Rnil. The impact of the Transaction has been investigated and the Board can confirm that the implementation of the Transaction will have an insignificant impact on the financial information of MICROmega. MICROmega will hold 2 914 169 shares in treasury on completion of the Transaction. 7. CIRCULAR TO MICROmega SHAREHOLDERS A circular containing full details of the Transaction and a notice to convene a general meeting of MICROmega shareholders in order to consider and, if deemed fit, to pass with or without modification, the resolution necessary to approve and implement the Specific Repurchase, will be sent to MICROmega shareholders in due course. Johannesburg 30 October 2015 Sponsor and Independent Expert Merchantec Capital Date: 30/10/2015 10:40:00 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.