Irrevocable subscription and underwriting commitments from directors of Ethos Capital EPE CAPITAL PARTNERS LTD (Incorporated in the Republic of Mauritius) (Registration number: C138883 C1/GBL) ISIN: MU0522S00005 Share Code: EPE (“Ethos Capital” or “the Company”) IRREVOCABLE SUBSCRIPTION AND UNDERWRITING COMMITMENTS FROM DIRECTORS OF ETHOS CAPITAL 1. Introduction Shareholders are referred to the announcement released by Ethos Capital on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Wednesday 27 November 2019 in which shareholders were advised that Ethos Capital entered into an agreement with Brait SE (“Brait”) whereby Ethos Capital and Ethos Fund VII have committed to invest ZAR1,350 million in Brait as part of an equity capital raise by Brait of at least ZAR5,250 million and up to ZAR5,600 million (“Brait Equity Raise”). For Ethos Capital to meet its portion of the commitment to the Brait Equity Raise, the Company intends to, subject to certain conditions precedent, undertake a renounceable rights offer to its shareholders in order to raise equity of up to ZAR750 million (“Ethos Capital Rights Offer”). Based on the envisaged transaction timetable, shareholders are advised that the Ethos Capital Rights Offer will occur during an Ethos Capital closed period in respect of Ethos Capital's interim results commencing on 31 December 2019 ("Ethos Capital Closed Period"). As part of the Ethos Capital Rights Offer, Ethos Capital has obtained irrevocable subscription commitments ("Irrevocable Commitments") from certain shareholders, which include commitments from certain directors of Ethos Capital. 2. Dealings by directors in a closed period The entering into of the Irrevocable Commitments by the directors of Ethos Capital prior to the commencement of the Ethos Capital Closed Period removes any discretion that any such persons may have in relation to participation in the Ethos Capital Rights Offer, as envisaged in paragraph 3.70 of the JSE Listings Requirements. In particular, the participation by such directors or their associates (referred to in paragraph 3 below) in the Ethos Capital Rights Offer will be regulated by the terms of the Irrevocable Commitments and the rights offer circular (which will be finalised in due course). A further SENS announcement will be made outlining the results of the Ethos Capital Rights Offer which will include the rights offer price and quantum of shares subscribed for by such directors or their associates. 3. Irrevocable Commitments In compliance with the JSE Listings Requirements, the following information relating to the intended dealings in shares by the following directors or their associates pursuant to the Ethos Capital Rights Offer, expected to occur during the Ethos Capital Closed Period, is disclosed as follows: Name of director : Yvonne Stillhart Class of securities A Ordinary shares Commitments : Irrevocable subscription commitment to follow rights with respect to 610 000 A ordinary shares held in Ethos Capital Date commitment provided : 19 November 2019 Clearance obtained : Yes Name of director : Derek Prout-Jones and Michael Pfaff, through their family trusts which are managed through 4 Decades Capital (Pty) Ltd Class of securities A Ordinary shares Commitments : Irrevocable subscription commitment to follow rights up to a fixed rand value of R20 million. An irrevocable instruction will be provided to the 4 Decades Capital (Pty) Ltd broker prior to the commencement of the Ethos Capital Closed Period to deal with the letters of allocation in respect of the portion of the rights entitlement not followed (including renouncing or disposing of such letters of allocation), at the discretion of the broker. Date commitment provided : 18 November 2019 Clearance obtained : Yes Ebène, Mauritius (with simultaneous circulation in Johannesburg) 13 December 2019 Sponsor to EPE Capital Partners Ltd Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 13-12-2019 03:04:00 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.