Second tranche payment for assets acquired from WAD holdings Proprietary Limited AfroCentric Investment Corporation Limited (Incorporated in the Republic of South Africa) (Registration number: 1988/000570/06) JSE Code: ACT ISIN: ZAE000078416 (“AfroCentric” or “the Group”) SECOND TRANCHE PAYMENT FOR ASSETS ACQUIRED FROM WAD HOLDINGS PROPRIETARY LIMITED (“WAD”) 1. INTRODUCTION AfroCentric shareholders (“Shareholders”) are referred to the SENS announcement dated 30 September 2014 (and using the terms defined therein unless otherwise stated) wherein AfroCentric announced the commercial terms for the WAD Acquisitions. The consideration for the WAD Acquisitions was to be settled in separate tranches, in the first instance, being an aggregate initial fair value consideration of R465.6 million, which was settled through the issue of 86.5 million AfroCentric ordinary shares (“AfroCentric Shares”) and R20 million in cash. The effective date of the transaction was 1 August 2015. 2. MEASUREMENT OF AND PAYMENT METHOD FOR SECOND TRANCHE PAYMENT The commercial terms of the WAD Acquisitions included, inter alia, a reward formula for certain performance metrics to be measured on 30 June 2017, including certain profit warranties and contractual relationships being in place beyond 30 June 2018. Given the measurement of performance for the two year period to 30 June 2017 and in terms of the second tranche formula, a further 31 366 977 million AfroCentric Shares are due to be issued to WAD by 30 September 2017. Shareholders will note that this contingency was reflected and appropriately provided for in the 2016 Audited Annual Financial Statements and the 2017 Audited year end results announced on 19 September 2017. WAD requested that in lieu of the issue of the 31 366 977 AfroCentric Shares, that they receive this second tranche payment in cash. The Board considered the reciprocal implications and the non-dilutionary advantage to shareholders and approved an attributable payment of an amount of R194 475 257.40 in consideration thereof. It should also be noted that WAD maintains its current shareholding of 16.03% in the Group. The fulfilment of certain further suspensive conditions applicable for review on 30 June 2018 in terms of the WAD Acquisitions, may on fulfilment, trigger a maximum further payment of R80.6 million subject to fair value adjustments, payable to WAD in AfroCentric Shares or cash as determined at the relevant time. 3. CATEGORISATION OF THE WAD ACQUISITIONS Shareholders are reminded that the WAD Acquisitions were regarded as a Category 2 transaction in terms of the JSE Limited Listings Requirements and accordingly the acquisition did not require shareholder approval. Johannesburg 28 September 2017 Sponsor Sasfin Capital (a member of the Sasfin group) Date: 28/09/2017 02:44:00 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.