Dealings in securities by associates of a director: share transfer AVIOR CAPITAL MARKETS HOLDINGS LIMITED (previously Jamispan Proprietary Limited) Incorporated in the Republic of South Africa Registration number: 2015/086358/06 Share Code: AVR ISIN: ZAE000211637 (“Avior Holdings” or “the Company”) DEALINGS IN SECURITIES BY ASSOCIATES OF A DIRECTOR: SHARE TRANSFER 1. Shareholders are referred to paragraphs 8.2.3 and 8.2.4 of the pre-listing statement of Avior Holdings, dated 30 May 2017, detailing the proposed Share Transfer, in terms of which the Avior Holdings shares held by the trustees for the time being of the Zazomia Trust (“Zazomia Trust”) would be transferred to Stately Horse Properties Proprietary Limited (“Stately Horse”), it being specifically recorded that both the aforementioned entities are “associates” (as contemplated in terms of the JSE Listings Requirements) of Mr Peter Koutromanos, the chief executive officer of the Company (“Mr Koutromanos”). 2. For the avoidance of doubt, the Share Transfer will not result in any change in the indirect beneficial shareholding of Mr Koutromanos in Avior Holdings in terms of the JSE Listings Requirements (“Requirements”). As such, the Share Transfer does not trigger the provisions and requirements of a mandatory offer in terms of section 123(2) of the Companies Act No. 71 of 2008 (as amended) ("the Companies Act") and its associated regulations. 3. In accordance with paragraphs 3.63 to 3.74 of the Requirements, the following information regarding the Share Transfer is disclosed: Name of the director: Mr Peter Koutromanos Company of which he is a Director: Avior Holdings, chief executive officer Date of the Share Transfer: 29 September 2017 Class of securities: Ordinary shares Number of securities transferred: 85 898 200 Price per security: 113 cents Total value of transaction: R97 064 966 Nature of transaction: The Share Transfer results in a disposal of the stated number of securities by the Zazomia Trust and an acquisition thereof by Stately Horse, it being recorded that both the aforementioned entities are “associates” of Mr Koutromanos. For the avoidance of doubt, all costs associated with the Share Transfer were borne by the Zazomia Trust. Name of the associates and relationship Mr. Koutromanos is a trustee and beneficiary of with director the Zazomia Trust and sole director and shareholder of Stately Horse. Nature and extent of the director’s interest Mr Koutromanos' interest in the securities in the transaction: forming the subject matter of the Share Transfer will remain unchanged, i.e. in-direct beneficial. Confirmation whether the transaction was On-market implemented “on-market” or “off-market”: Clearance to deal obtained: Notwithstanding that the Share Transfer was between associates of Mr Koutromanos, clearance to deal has been obtained in terms of paragraph 3.66 of the JSE Listings Requirements. 4. In accordance with section 122(3)(b) of the Companies Act and paragraph 3.83(b) of the JSE Listings Requirements, shareholders are hereby advised that the Company has received formal notification in the prescribed form that: 4.1. the trustees for the time being of the Zazomia Trust have reduced the interest of the Zazomia Trust in the securities of the Company such that the total interest in the securities of the Company held by the Zazomia Trust after the Share Transfer amounts to 0% of the total issued ordinary shares of the Company; and 4.2. Stately Horse has increased its interest in the securities of the Company such that the total interest in the securities of the Company held by Stately Horse amounts to 58,72% of the total issued ordinary shares of the Company. Johannesburg 02 October 2017 DESIGNATED ADVISOR: Pallidus Capital Proprietary Limited Date: 02/10/2017 09:15:00 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.