Category II Disposal of a Wholly Owned Subsidiary Tradehold Limited (Incorporated in the Republic of South Africa) (Registration number 1970/009054/06) JSE code: TDH ISIN: ZAE000152658 (“TDH” or “TDH Group”) CATEGORY II DISPOSAL OF A WHOLLY OWNED SUBSIDIARY Shareholders are advised that a wholly-owned subsidiary of the TDH Group, incorporated in Namibia, namely Nguni Property Fund Limited, has: - resolved to change its name to Frontier Property Fund Limited(“FRP”); and - entered into a series of agreements (the “Acquisition Agreements”) with a number of third parties unrelated to TDH, to acquire their properties, or interests in their properties, in exchange for the issue by FRP of linked units, each such linked unit consisting of one FRP ordinary share and one FRP unsecured, variable rate debenture (the “Linked Units). FRP owns four properties in Namibia (the “Disposal Properties”), which properties will be retained for purposes of the transactions set out below. Salient features of the Acquisition Agreements: In terms of the Acquisition Agreements FRP has agreed to, inter alia: - acquire one property; - acquire shares and claims in and against four property holding companies; - dispose of shares and claims in and against one property holding company to a third party; and - dispose of shares and claims in and against one property holding company to another wholly owned company in the TDH Group. If the Acquisition Agreements become unconditional the number of properties, and property entities in which FRP will have an interest, will increase to nine. The Acquisition Agreements are subject to a number of conditions precedent standard for a transaction of this nature. Salient conditions precedent, outside of the control of TDH, include: - the Namibian Stock Exchange (“NSX”) approving the proposed listing of the Linked Units (the “Listing”); - FRP raising at least 400 million Namibia Dollars (“N$”), with the option to increase to N$600 million, in cash, through the issue of Linked Units at a price ranging between N$29.00 and N$31,00 to a limited number of investors by way of a private placement (the “Private Placement”); - the directors of Tradegro Holdings (Pty) Ltd confirming that they are satisfied with the outcome of the Private Placement; and - the Namibian Competition Commission approving the acquisition of one of the property companies that will be acquired by FRP as part of the Transaction. The conclusion of the Acquisition Agreements, the approval of the Listing and the completion of the Private Placement are collectively referred to as the “Transaction”. Subject to the Acquisition Agreements becoming unconditional and being implemented in accordance with their terms, TDH will be diluted from a 100% shareholder to between a 20% and 25% shareholder in FRP depending on the number of Linked Units issued in respect of the Private Placement. Salient details of the Disposal Properties: The salient details of the Disposal Properties are set out below: - Mutual Platz: Located on the pedestrian walkway on Post Street mall in downtown Windhoek. The property has a gross lettable area (“GLA”) of 16 223m2, of which 10 522m2 is retail space on the ground level, offices of 5 475m2 of ‘A’ grade space spread over five floors and 214 parking bays, of which 204 are usable. The property’s weighted average rental per m2 is N$151.00. The property’s gross value for the purposes of the Transaction is N$272 309 047 and its value has been calculated by Jones Lang LaSalle (Pty) Ltd, a member of the Royal Institute of Chartered Surveyors (“the Independent Valuer”), as N$253 900 000. - Mega Centre: A lifestyle retail centre with a GLA of 17 686 m2 situated opposite The Grove Mall of Namibia Hilltop Estate. The property’s weighted average rental per m2 is N$132.00. The property’s gross value for the purposes of the Transaction is N$162 823 091 and its value has been calculated by the Independent Valuer as N$153 300 000. - Rundu Mall: A retail mall with a GLA of 13 699m2 situated in central Rundu. The property’s weighted average rental per m2 is N$124.00. The property’s gross value for purposes of the Transaction is N$219 857 478 and its value has been calculated by the Independent Valuer as N$206 600 000. - Ondangwa M&Z: A 240m2 GLA convenience retail property situated in Ondangwa. The property’s weighted average rental per m2 is N$205.00. The property’s gross value for the purposes of the Transaction is N$12 651 235 and its value has been calculated by the Independent Valuer as N$11 700 000. Rationale for the Transaction: TDH’s rationale for the Transaction is that the Private Placement will strengthen FRP’s balance sheet enabling it to secure finance from local banks on more favourable terms. The Listing is anticipated to raise the local profile of FRP that will facilitate additions to the portfolio by offering the owners of desirable properties in Namibia the opportunity to increase the liquidity of their property investments through swapping them for Linked Units. Financial effects: The financial effects of the Transaction on TDH are only capable of calculation once the Transaction has closed and will be reported on at the time of the Listing. The effective date and anticipated timetable: The Acquisition Agreements will become effective on the Listing. It is anticipated that the Private Placement will take place on 24 November 2017 and the results thereof will be published on 27 November 2017. If the Private Placement is successful the Listing is expected to take place on 29 November 2017. Categorisation: As at the last date of the conclusion of the Acquisition Agreements, being 25 October 2017, the aggregate Transaction value of the Disposal Properties represented 6.8% of TDH’s market capitalisation and the Transaction is therefore deemed to constitute a Category 2 transaction in terms of section 9 of the Listings Requirements of the JSE. The Transaction is not considered a related-party transaction in terms of section 10 of the Listings Requirements of the JSE. Shareholders will be advised of the financial effects of the Transaction on TDH once the Private Placement has been successfully concluded and the Listing has taken place. Cape Town 2 November 2017 Sponsor Bravura Capital Proprietary Limited Date: 02/11/2017 04:55:00 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.