Section 45(5) notice in terms of the Companies Act ELB Group Limited (Incorporated in the Republic of South Africa) (Registration number: 1930/002553/06) Share code: ELR ISIN: ZAE000035101 (“ELB” or “the Company”) SECTION 45(5) NOTICE IN TERMS OF THE COMPANIES ACT Notice is hereby given in accordance with section 45(5) of the Companies Act, 71 of 2008 (‘Companies Act’) that pursuant to the authority granted to the board of directors of ELB (‘the Board’) by the shareholders at the annual general meeting held on 26 November 2015, the Board adopted a resolution to provide financial assistance to a related company as contemplated in section 45(2) of the Companies Act. Section 45(5) of the Companies Act provides that if a Board of the Company adopts a resolution to provide financial assistance to a related company, the Company must provide written notice of that resolution to all shareholders within 10 business days after the board adopts the resolution, if the total value of all assistance contemplated in that resolution, together with any previous such resolution during the financial year, exceeds one-tenth of 1% of the Company’s net worth at the time of the resolution. The shareholders of the Company are advised that the Board of the Company authorised the Company to provide financial assistance to one of its subsidiaries in the form of a guarantee, as envisaged in section 45(5) of the Companies Act (‘the Financial Assistance’). The Board, prior to authorising the Financial Assistance, considered and satisfied itself, in terms of section 45 of the Companies Act, that: 1. immediately after providing the Financial Assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; 2. there has been due compliance with the Company’s memorandum of incorporation and with the Companies Act; and 3. the terms of the Financial Assistance are fair and reasonable in relation to the Company. Johannesburg 11 October 2016 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 11/10/2016 05:00:00 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.