NIVEUS INVESTMENTS LIMITED - Niveus Unbundling Certain South African Tax Considerations

Niveus Unbundling – Certain South African Tax Considerations

NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus” or the “Company”)

NIVEUS UNBUNDLING – CERTAIN SOUTH AFRICAN TAX CONSIDERATIONS

Shareholders are referred to the Company’s circular dated 21 February 2018 (“Circular”), detailing the
distribution in specie by the Company of its shareholding (“Distribution Shares”) in Hosken Passenger
Logistics and Rail Limited (“HPLR”), referred to in the Circular as “Newco”, to Niveus shareholders
(“Niveus Unbundling”) and to the Company’s finalisation announcement dated 16 April 2018
(“Finalisation Announcement”), advising that all conditions precedent to the Niveus Unbundling have
been fulfilled and that the Niveus Unbundling will be implemented on Monday, 30 April 2018, on the
basis detailed in the Circular.

Shareholders are referred to the details regarding certain South African tax considerations, as set out
in the Finalisation Announcement, as well paragraph 5.8 of the Circular, which summarises the tax
consequences of the Niveus Unbundling. In particular, shareholders are referred to paragraph 5.8.4 in
relation to the treatment of and method of settlement of securities transfer tax (“STT”), as well as
paragraph 5.8.5 in relation to the treatment of dividends tax in relation to the Niveus Unbundling.

The value of R7.78 per Distribution Share will be applied in determining the dividends tax and STT
payable in respect of the distribution in specie of the Distribution Shares.

In this regard, dematerialised shareholders are reminded, as indicated in paragraph 5.8.4.4 of the
Circular, that unless a dematerialised shareholder is exempt from STT, the STT payable in respect of
the Distribution Shares distributed to such shareholder (net of dividend tax) will be automatically debited
by such shareholder’s central securities depository participant (“CSDP”) to the shareholder’s bank
account maintained with such CSDP. Against such debit being made, the CSDP will credit the securities
account of such shareholder with the Distribution Shares to which such shareholder is entitled pursuant
to the Niveus Unbundling. Dematerialised shareholders are therefore reminded that they should ensure
that their above accounts are funded to ensure that the Distribution Shares in question are credited to
them on the Niveus Unbundling’s implementation date of Monday, 30 April 2018.

The above relates to certain South African tax considerations applicable to the Niveus Unbundling as
at the date hereof. It is not intended to be, nor should it be considered as legal or taxation advice.
Shareholders should consult their own professional advisers regarding the tax implications arising in
respect of the Niveus Unbundling.

Cape Town
26 April 2018

Corporate advisor and sponsor
PSG Capital

Legal advisor
ENSafrica

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