Notice, as required in terms of section 45(5)(a) of the Act for the granting of financial assistance Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company’) NOTICE, AS REQUIRED IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT, 71 OF 2008 (THE ACT) FOR THE GRANTING OF FINANCIAL ASSISTANCE In terms of the provisions of section 45(5)(a) of the Companies Act, 71 of 2008 ("the Act") and pursuant to a special resolution passed by shareholders authorising the board of directors ("the board") to provide direct or indirect financial assistance to a related and inter-related company or corporation (or any future related or inter related company or corporation), notification is hereby given by the Company that the board adopted a resolution in terms of section 45(3)(b) of the Act on 4 May 2017, authorising the Company to grant financial assistance to its subsidiaries, as and when required. In accordance with section 45 of the Act, the board is satisfied and acknowledges that: (i) immediately after providing such financial assistance, the Company would have satisfied the solvency and liquidity test as provided for in section 4 of the Act; and (ii) the terms under which such financial assistance would be given are fair and reasonable to the Company. Johannesburg 9 May 2017 Sponsor Investec Bank Limited Date: 09/05/2017 04:30:00 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.