ANSYS LIMITED - Amendment to the Sale of Shares Agreement between ANSYS Limited, Parsec Holdings Proprietary Limited and others

Amendment to the Sale of Shares Agreement between ANSYS Limited, Parsec Holdings Proprietary Limited and others

ANSYS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/001222/06)
(Share Code: ANS ISIN Code: ZAE000097028)
(“Ansys” or “the Company”)

Amendment to the Sale of Shares Agreement between ANSYS Limited, Parsec
Holdings Proprietary Limited and others

On 1 June 2015, shareholders approved the acquisition of 100% of the shares in and all
shareholders claims against Parsec Holdings (Pty) Ltd (“Parsec Holdings”) from Parsec
Holdings sellers, 25% of the shares in and all shareholders claims against Parsec (Pty)
Ltd (“Parsec”) from the Parsec seller and 20% of the shares in and all shareholders
claims against Redline Telecommunications SA (Pty) Ltd (“Redline”) from the Redline
seller, collectively herein refered to as the Sellers.

In terms of the Sale of Shares agreement (“transaction agreement”), the purchase
consideration would be settled by way of an Ansys share issue as well as three cash
tranches.

The first cash tranche, second cash tranche and first instalment of the third cash tranche
have been paid per the transaction agreement.

The Ansys board and the Sellers agreed that the balance of the third instalment would
be settled in one early lump sum payment on or before 28 February 2017 less a 10%
discount (“early payment”)(“amendment”) resulting in a final payment of R 8 262 790.
The reason for the early payment was to capitalize on the benefits of an integrated
company structure which would result in improved financial performance.

Ansys applied for a ruling from the JSE regarding the need to refer the amendment to
the transaction agreement to shareholders for approval.

The following factors were presented to the JSE when Ansys applied for the ruling :

1)   The Ansys board believed that shareholders’ approval was not required for the
     early payment for the following reasons:
           - Ansys shareholders will not be prejudiced as the early payment is at a
              discount to the original payment consideration;
           - Ansys has sufficient cash flows to make this early payment;
           - the transaction agreement provided for the early settlement of the
              transaction price; and
           - Parsec is fully integrated into Ansys, which prevents the companies from
              operating as stand-alone entities.
2)   The auditors considered the financial effects of this amendment and confirmed that
     it has less than a 10% impact and is therefor not material; and
3)   The legal advisers are of the opinion that the amendments to the transaction
     agreement are not material and not in conflict with the transaction agreement
     approved by shareholders.

The JSE has ruled that the amendment to the transaction agreement does not need to
be referred back to shareholders for approval.

The early payment was made on 28 February 2017.

1 March 2017
Pretoria

Designated Advisor
Exchange Sponsors

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