Fulfilment of Remaining Condition Precedent Relating to the Disposal of The Regent Group Imperial Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1946/021048/06 Share code: IPL ISIN: ZAE000067211 (”Imperial”) FULFILMENT OF REMAINING CONDITION PRECEDENT RELATING TO THE DISPOSAL OF 100% OF THE ORDINARY SHARES IN AND TIER 2 CAPITAL OF THE REGENT GROUP Shareholders are referred to the announcement dated 24 April 2017 relating to the approval by the Competition Tribunal of the disposal of the ordinary shares in and tier 2 capital of the Regent Group (Regent Life Assurance Company Limited and Regent Insurance Company Limited)(“the Transaction”) as well as prior announcements in this regard. Imperial is pleased to advise shareholders that on 26 June 2017, the South African Financial Services Board approved the Transaction. The value of the net assets as at 30 June 2016 that are the subject of the Transaction is approximately R1.6 billion (including Tier 2 capital of R200 million). The profits after tax attributable to the net assets that are the subject of the Transaction are approximately R170 million, based on the annual financial statements for the year ended 30 June 2016. The outstanding portion of the total purchase consideration of approximately R1.1 billion will be settled in cash on 30 June 2017 and the proceeds will be used to reduce short term debt. The total purchase consideration received by Imperial, including the Regent Africa proceeds (concluded in January 2017), will now amount to approximately R1.8 billion (including Tier 2 capital of R200 million). No further changes to the original Transaction have been effected apart from the information contained in this announcement and disclosed in the aforementioned announcement. The Transaction is now unconditional. Bedfordview 28 June 2017 Sponsor: Merrill lynch South Africa (Pty) Limited Date: 28/06/2017 09:00:00 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.