Results of mandatory and comparable offer AFRICAN & OVERSEAS ENTERPRISES LIMITED (Incorporated in the Republic of South Africa) (Registration number 1947/027461/06) JSE share code: AOO ISIN: ZAE000000485 JSE share code: AON ISIN: ZAE000009718 JSE share code: AOVP ISIN: ZAE000000493 (“African and Overseas” or the “Company”) RESULTS OF MANDATORY AND COMPARABLE OFFER Shareholders are referred to the Stock Exchange News Service (“SENS”) announcement released by the Company on Friday, 22 April 2016, as well as the mandatory and comparable offer circular posted to shareholders on 9 June 2016, which contained details of the mandatory and comparable offer made by a consortium (“Consortium”) consisting of Geomer Investments Proprietary Limited, The Ceejay Trust, Gingko Trading Proprietary Limited and Gingko Investments No. 2 Proprietary Limited, to acquire all of the African and Overseas Ordinary and “N” Ordinary Shares other than those it already owns in exchange for the offer consideration of R14.07 per African and Overseas Ordinary Share and R11.12 per African and Overseas “N” Ordinary Share. The Consortium held 423 363 African and Overseas Ordinary Shares and 8 218 311 African and Overseas “N” Ordinary Shares when the mandatory and comparable offer was triggered. The abovementioned mandatory and comparable offer closed at 12:00 on Friday, 22 July 2016. Shareholders are hereby advised that in terms of the mandatory and comparable offer, the Consortium received acceptances from African and Overseas Ordinary shareholders holding 23 shares, constituting approximately 0.002% of the issued Ordinary Shares of African and Overseas and received acceptances from African and Overseas “N” Ordinary shareholders holding 240 557 shares, constituting approximately 2.373% of the issued “N” Ordinary Shares of African and Overseas. Subsequent to the closing of the mandatory and comparable offer, the Consortium holds 423 386 African and Overseas Ordinary Shares, constituting approximately 33.87% of the issued Ordinary Shares of African and Overseas and 8 458 868 African and Overseas “N” Ordinary Shares, constituting approximately 83.44% of the issued “N” Ordinary Shares of African and Overseas, collectively representing 78.0% of the economic interest in the capital of African and Overseas. 26 July 2016 Corporate Advisor and Sponsor to the company Java Capital Corporate Advisor to the Consortium Investec Date: 26/07/2016 08:42:00 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.