Acquisition of the last remaining shares in Cadiz Holdings Limited (“Cadiz”) STELLAR CAPITAL PARTNERS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/015580/06) Share code: Stellar ISIN: ZAE000198586 (“Stellar Capital” or “SCP”) ACQUISITION OF THE LAST REMAINING SHARES IN CADIZ HOLDINGS LIMITED (“CADIZ”) 1. Introduction Shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) on 30 November 2015 and 21 January 2016 regarding the acquisition of Cadiz by Stellar Capital, acting through Friedshelf 1678 Limited (“Bidco”) such that Stellar Capital acquired 97.21% in Bidco, which in turn holds the entire issued ordinary share capital in Cadiz (“Cadiz Acquisition”). 2. Cadiz Minorities Acquisition Stellar Capital has agreed to acquire all the remaining shares in Bidco that it does not already own from Bidco minority shareholders (“Vendors”) for an aggregate cash consideration of R8 133 963 (“Cadiz Minorities Acquisition”). The Cadiz Minorities Acquisition increases SCP’s interest in Bidco by a further 2.79% to 100%. The Vendors are not related parties to Stellar Capital. The effective date of the Cadiz Minorities Acquisition is expected to be on or about 27 June 2016, unless the parties agree otherwise. 3. Conditions Precedent The Cadiz Minorities Acquisition is not subject to the fulfilment of any outstanding conditions precedent. 4. Nature of the business of Bidco Bidco was established specifically for the purpose of acquiring and holding Cadiz as a wholly-owned subsidiary pursuant to the Bidco/Cadiz Scheme Transaction announced on SENS on 9 July 2015 and completed on 3 November 2015. Cadiz is a financial services group that is primarily focused on institutional and personal investments through its wholly- owned subsidiary, Cadiz Asset Management Proprietary Limited. Cadiz also provides corporate finance advisory services through its subsidiary Cadiz Corporate Solutions Proprietary Limited. 5. Rationale for the Cadiz Minorities Acquisition As mentioned in the SENS announcements dated 30 November 2015 and 21 January 2016, Stellar Capital is increasing its exposure to Cadiz to benefit from upside in a successful turnaround. 6. Categorisation of the Cadiz Minorities Acquisition The Cadiz Minorities Acquisition, together with the Cadiz Acquisition, constitutes a Category 2 transaction, on an aggregated basis, in terms of Section 9 of the JSE Limited Listing Requirements. 7. Net Assets and Profits of Bidco The value of the net assets of Cadiz (held 100% by Bidco) which are the subject of the Cadiz Minorities Acquisition as at 31 March 2015 are R396 505 000. There are no profits attributable to the additional 2.79% of Bidco ordinary issued shares to be acquired by SCP. 8. Adherence to the JSE Limited Listings Requirements As mentioned in Stellar Capital’s SENS announcements released on 30 November 2015 and 21 January 2016, the memoranda of incorporation of Bidco, Cadiz and any group subsidiaries will not frustrate SCP in its compliance with its obligations under the JSE Limited Listings Requirements nor relieve SCP from such compliance. Cape Town 27 June 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 27/06/2016 10:42:00 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.