Fulfilment of suspensive conditions SYGNIA LIMITED (Incorporated in the Republic of South Africa) (Registration number 2007/025416/06) JSE share code: SYG ISIN: ZAE000208815 ("Sygnia" or the "Company") FULFILMENT OF SUSPENSIVE CONDITIONS FOR THE ACQUISITION OF ALL OF THE ISSUED SHARES IN DB X-TRACKERS (RF) PROPRIETARY LIMITED FROM DEUTSCHE GROUP HOLDINGS (SOUTH AFRICA) PROPRIETARY LIMITED 1. INTRODUCTION Sygnia shareholders (“Shareholders”) are referred to the SENS announcement dated 30 March 2017 detailing that the Company had entered into a sale of shares agreement to acquire all of the issued shares in db X-trackers (RF) Proprietary Limited (“DBX”) from Deutsche Group Holdings (South Africa) Proprietary Limited (“Deutsche”) (the “Acquisition”) for a total consideration of R325 000 000 to be settled in cash (“the Purchase Price”), subject to the suspensive conditions set out below: • Approval by the Competition Authorities; and • Approval by the Registrar of Collective Investment Schemes. 2. FULFILMENT OF SUSPENSIVE CONDITIONS We are pleased to advise our Shareholders that the two suspensive conditions listed above have been fulfilled following the approval of the Acquisition by the respective regulatory authorities as at 13 June 2017 and the Acquisition is now unconditional. Based on the terms of the sale of shares agreement the Effective Date will be 1 July 2017. 3. SETTLEMENT OF THE PURCHASE PRICE The Purchase Price of R325 000 000 will be settled by the Company through the utilisation of a bridge loan from Nedbank. The bridge loan will, in time, be settled from a combination of internal cash resources, a term-funding structure and a limited rights offer, the details of which will be communicated to Shareholders in due course. 4. FURTHER SALIENT INFORMATION From Sygnia’s perspective the Acquisition increases Sygnia’s assets managed on a passive basis by R11.8 billion (based on DBX AUM at 13 June 2017), to R28.1 billion, and enables Sygnia to enter the ETF market with substantial assets and a highly credible product offering. In terms of existing DBX clients, there are no changes that are envisaged and no action needs to be taken. Furthermore, subsequent to the Effective Date, Sygnia will apply to the Registrar of Collective Investment Schemes for a change in name of DBX to “Sygnia Itrix”. 14 June 2017 Transaction Sponsor Legal Advisor Sponsor PricewaterhouseCoopers Webber Wentzel Nedbank Corporate and Corporate Finance (Pty) Ltd Investment Banking Date: 14/06/2017 04:20:00 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.