Terms of Rights Offer Announcement in Respect of the Non-Renounceable Rights Offer and Withdrawal of Cautionary Ann SOUTH OCEAN HOLDINGS LIMITED (“SOH” of the “Company”) (Incorporated in the Republic of South Africa) (Registration number: 2007/002381/06) Share Code: SOH ISIN: ZAE0000092748 TERMS OF RIGHTS OFFER ANNOUNCEMENT IN RESPECT OF THE SOUTH OCEAN HOLDINGS LIMITED NON-RENOUNCEABLE RIGHTS OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the announcement published on 25 January 2017 wherein it was announced that the Company had decided to raise R20 million by way of a claw back offer to support the working capital requirements of the business. Further to this announcement, shareholders are advised that the Company decided to renegotiate the agreement and resolved to pursue the implementation of a non- renounceable, underwritten rights offer of 46 898 000 ordinary shares (“Rights Offer Shares”) at a price of R0.42 per share, in the ratio of 29.99000 Rights Offer Shares for every 100 ordinary shares. The Company intends to raise R19 697 160 from existing shareholders (the “Rights Offer”). The aforementioned Rights Offer Share price represents a premium of approximately 92.73% to the prevailing 30-day volume weighted average price of the ordinary shares as at Wednesday, 7 March 2018. The allocation of Rights Offer Shares will be that SOH shareholders will not be allocated a fraction of a Rights Offer Share and as such any entitlement to a fraction of a Right which: - is less than one-half of a Rights Offer Share, will be rounded down to the nearest whole number; or - is equal to or greater than one-half of a Rights Offer Share but less than a whole Rights Offer Share will be rounded up to the nearest whole number. The Rights Offer Shares shall rank pari passu with the existing issued ordinary shares of SOH. Rationale for the Rights Offer The purpose of the Rights Offer is to allow SOH to raise equity capital from its shareholders to improve the working capital requirements of the business following the gradual reduction of the Company’s banking facilities as a result of ongoing operational losses. Non-renounceable rights and Excess share applications Shareholders will not be able to sell or renounce their rights nor will they be able to apply for any excess Rights Offer Shares not taken up by SOH shareholders in accordance with their right to subscribe for the Rights Offer shares. Underwriting & Underwriting Agreement The Rights Offer will be fully underwritten with the terms of the underwriting agreement having been agreed to but not yet signed. The Company will be entering into an underwriting agreement with Macrovest, in terms of which Macrovest will prefund and underwrite the subscription of the Rights Offer Shares. To the extent that the existing SOH shareholders do not subscribe for the Rights Offer Shares, such unsubscribed Rights Offer Shares will be made available to the underwriter Macrovest 147 Proprietary Limited (“Macrovest”), a 100% BEE owned and managed company, which should also lead to additional business opportunities for the Company Foreign jurisdictions The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and the circular and form of instruction should not be forwarded or transmitted in any territory other than where it is lawful to make such an offer. Salient dates Salient dates will be announced in due course. The Rights Offer circular containing full particulars of the Rights Offer will be distributed to Shareholders in due course. Withdrawal of cautionary announcement Shareholders are referred to the cautionary announcement released on 25 January 2018 advising shareholders of the proposed claw-back offer. Accordingly, the cautionary is withdrawn and caution is no longer required to be exercised when dealing in the Company’s securities By order of the Board Johannesburg 08 March 2018 Transaction Sponsor Arbor Capital Sponsors Proprietary Limited Date: 09/03/2018 07:05:00 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.