Acquisition Of Revert Risk Management Solutions Proprietary Limited CSG HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration number: 2006/011359/06 Share Code: CSG ISIN Code: ZAE000184438 (“CSG” or “Company”) ACQUISITION OF REVERT RISK MANAGEMENT SOLUTIONS PROPRIETARY LIMITED 1 THE ACQUISITION 1.1 CSG is pleased to announce that it has concluded a sale of shares agreement (“Agreement”) with RTT Group Proprietary Limited (“Seller”) and Revert Risk Management Solutions Proprietary Limited (“Revert”), in terms of which it purchases from the Seller 100% of the issued share capital of Revert and certain moveable assets(“Acquisition”). 1.2 Revert conducts the business of risk and security management solutions. 2 RATIONALE FOR THE ACQUISITION The Acquisition aligns with CSG’s strategy to expand the Company’s divisions other than Staffing Solutions, both organically and through acquisitions. CSG’s current strategy focusses on expanding into service delivery businesses that are more technology based with a higher barrier to entry than its existing services. This Acquisition complements the group’s recent acquisitions in the security industry. CSG Security Services consists of various security companies, and are grouped together under “Alarm monitoring and Armed Response” and “Specialised Security and Risks Services” units. Stallion, the previous security acquisition, added substance to the Alarm monitoring and Armed Response unit, while the implementation of this Acquisition will result in CSG becoming a prominent mid-sized Specialised Security and Risks Services provider in Gauteng, with expansion possibilities in Natal and the Western Cape, and with other logistics companies. As a result of the implementation of the Acquisition, CSG will become a national, well-recognised security and risk service provider with a substantial contribution towards CSG’s revenue coming from the security industry. 3 EFFECTIVE DATE The Acquisition will be implemented on the third business day following the date on which all of the Conditions Precedent have been fulfilled (“Effective Date”). 4 PURCHASE CONSIDERATION The purchase consideration for the Acquisition is R100 000 000 and shall be settled on the Effective Date in cash by way of electronic funds transfer into the Seller’s bank account. 5 CONDITIONS PRECEDENT 5.1 The Acquisition is subject to the fulfilment of various conditions precedent (“Conditions Precedent”) as summarised below: 5.1.1 the Acquisition is approved by the boards of directors of the Seller and CSG; 5.1.2 the shareholder of Revert has adopted a special resolution approving the Acquisition in terms of section 112 of the Companies Act No. 71 of 2008; 5.1.3 the unconditional (or on such condition as the person on whom the condition is imposed is willing to accept as confirmed by such person in writing) approval (or deemed approval) of the Acquisition by the Competition Commission in terms of section 12(2) of the Competition Act No. 89 of 1998; 5.1.4 the unconditional and irrevocable approval of FirstRand Bank Limited (acting through its division Rand Merchant Bank) for the change in control / shareholding of Revert pursuant to the implementation of the Acquisition is obtained; and 5.1.5 the unconditional and irrevocable approval of Nedbank Limited for the implementation of the Acquisition is obtained. 5.2 All Conditions Precedent are to be fulfilled on or before 17h00 (GMT) on 1 May 2017, or such later date as may be agreed in writing between the parties on or prior to 30 April 2017. 6 FINANCIAL EFFECTS 6.1 The value of the net assets attributable to Revert amounts to R22,3 million, while the attributable profit after tax amounts to R13,5 million for Revert’s most recent financial year ended 31 August 2016. Based on historical performance, the Acquisition will be value enhancing to CSG. 6.2 The financial information contained in this announcement has not been reviewed or reported on by CSG’s auditors. 7 OTHER TERMS The Seller, Revert and CSG have provided warranties and undertakings that are standard for an acquisition of this nature. 8 GENERAL 8.1 On implementation of the Acquisition, Revert will become a subsidiary of CSG. In this regard, the Company confirms that the requirements of paragraph 10.21 of schedule 10 of the JSE Listings Requirements will be complied with. 8.2 The Acquisition qualifies as a category 2 acquisition for CSG in terms of the JSE Listings Requirements. 30 March 2017 Pretoria Sponsor to CSG PSG Capital Proprietary Limited Adams & Adams Attorneys Competition Law Advisors Date: 30/03/2017 09:30:00 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.