Distribution of a circular and notice of a general meeting ECSPONENT LIMITED Incorporated in the Republic of South Africa Registration number: 1998/013215/06 JSE Code: ECS - ISIN: ZAE000179594 ("the Company" or "Ecsponent") DISTRIBUTION OF A CIRCULAR AND NOTICE OF A GENERAL MEETING Shareholders are referred to the announcement dated 10 October 2016 relating to the proposed partially underwritten rights offer by the Company to raise a maximum of R50 million (“the Rights Offer”) and in which the Company advised shareholders that: - the underwriter to the Rights Offer may be required to make a mandatory offer to shareholders in terms of section 123 of the Companies Act (“the Mandatory Offer”) depending on the outcome of the Rights Offer; and - the number of shares to be issued pursuant to the Rights Offer may result in the issue of shares with voting rights in excess of 30% of the voting rights currently in issue. Shareholders will therefore be requested to: - waive the Mandatory Offer in terms of regulation 86(4) of the Companies Act Regulations, 2011 (“the Waiver”); and - approve the issue of shares pursuant to the Rights Offer in terms of section 41(3) of the Companies Act, 2008 (“the Rights Offer Share Issue”). Shareholders are accordingly advised that a circular setting out the details of the Waiver and the Rights Offer Share Issue and containing a notice of a general meeting of shareholders (“the General Meeting”) to approve the relevant ordinary and special resolutions to approve the Waiver and the Rights Offer Share Issue (“Circular”), will be posted to shareholders registered as such on Friday, 21 October 2016, today. The Circular is available on the Company’s website: www.ecsponentlimited.com NOTICE OF GENERAL MEETING Notice is hereby given that the General Meeting will be held on Monday, 28 November 2016 at the Company’s offices, Acacia House, Green Hill Village Office Park, Cnr of Nentabos and Botterklapper Street, The Willows, Pretoria East at 10:30, to consider the ordinary and special resolutions to approve the Waiver and the Rights Offer Share Issue. The salient dates and times relating to the General Meeting are set out below: 2016 Last day to trade in order to be eligible to participate and vote at the Tuesday, 15 November General Meeting General Meeting record date (for voting purposes) Friday, 18 November Last day to lodge forms of proxy for the General Meeting by 10:30 Thursday, 24 November on General Meeting held at 10:30 on Monday, 28 November Results of the General Meeting released on SENS on or about Monday, 28 November The above dates and times are subject to change. Any such change will be released on SENS. Johannesburg 31 October 2016 Sponsor Questco Proprietary Limited Date: 31/10/2016 02:16:00 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.