Results of the Rights Offer and Notifications of a Change in Beneficial Shareholding ECSPONENT LIMITED Incorporated in the Republic of South Africa Registration number: 1998/013215/06 JSE Code: ECS - ISIN: ZAE000179594 ("the Company" or "Ecsponent") RESULTS OF THE RIGHTS OFFER AND NOTIFICATIONS OF A CHANGE IN BENEFICIAL SHAREHOLDING Shareholders are referred to the announcements released on SENS on 31 January 2017 and 2 February 2017 and the circular dated 7 February 2017 wherein the Company announced its intention to raise up to R50 million through a partially underwritten renounceable rights offer (“the Rights Offer”). The Rights Offer closed at 12h00 on Friday, 24 February 2017, and the board of directors of Ecsponent advise that the Company raised R20 363 760.50 in respect thereof. The results of the Rights Offer are set out in the table below: Number of Rand value % of Rights Rights Offer Offer Shares Shares Total shares available for 333 333 292 R50 000 000.00 100.0% subscription in terms of the Rights Offer (“Rights Offer Shares”) Rights Offer Shares allocated to 135 758 403 R20 363 760.50 40.7% Qualifying Shareholders and Mason Alexander Proprietary Limited (“the Underwriter”) Following the issue of the Rights Offer Shares, Ecsponent will have 1 067 528 399 ordinary shares in issue and application will be made to the JSE Limited to adjust the issued share capital. NOTIFICATIONS IN TERMS OF SECTION 122(1) AND (3) OF THE COMPANIES ACT (NO 71 OF 2008) AS AMENDED (“THE ACT”) Notice of the acquisition of a further beneficial interest in securities In accordance with section 122(3)(b) of the Act, and paragraph 3.83(b) of the JSE Listings Requirements, and having regard to the underwriting of the Rights Offer, Ecsponent shareholders are hereby advised that the Underwriter has acquired a further beneficial interest in Ecsponent such that it will now hold 42.91% of the issued ordinary share capital of the Company and that the Company has received the relevant notification in regard thereto. At a general meeting of shareholders held on 28 November 2016, shareholders waived the requirement for the Underwriter to make a mandatory offer in terms of section 123 of the Act and the Takeover Regulation Panel also granted a ruling confirming that the Underwriter, as a result of its shareholding in Ecsponent exceeding 35%, is exempt from extending a mandatory offer to Ecsponent shareholders. Notice of the dilution of beneficial interests in securities Notice of dilutions in beneficial interests in the Company’s securities as a result of the Rights Offer, have been received from Ecsponent Capital (RF) Limited, whose interest reduced to 13.75%. Issue and payment of Rights Offer Shares CSDP or Broker accounts in respect of dematerialised shareholders who have followed their rights in terms of the Rights Offer will be credited with their Rights Offer Shares and debited with any payments due on Monday, 27 February 2017. The new share certificates in respect of certificated shareholders who subscribed for Rights Offer Shares will be posted to such shareholders at their risk on or about Monday, 27 February 2017. Pretoria 27 February 2017 Sponsor and Corporate Advisor Questco (Pty) Ltd Date: 27/02/2017 05:46:00 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.