BUSINESS CON /TELKOM Firm intention by Telkom to make a cash offer to acquire the entire issued share capital of BCX BUSINESS CONNEXION GROUP LIMITED TELKOM SA SOC LIMITED (Incorporated in the Republic of South Africa) (Incorporated in the Republic South Africa) (Registration number 1988/005282/06) (Registration number 1991/005476/30) JSE code: BCX JSE code: TKG ISIN: ZAE0000154631 ISIN: ZAE000044897 ("BCX" or the "Company") ("Telkom") JOINT ANNOUNCEMENT UPDATE: FIRM INTENTION BY TELKOM TO MAKE A CASH OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF BCX 1. INTRODUCTION Unless defined herein, terms used in this announcement shall bear the same meaning as per the circular published by BCX on 11 July 2014. Shareholders of BCX and Telkom (“Shareholders”) are referred to the various announcements released on the Stock Exchange News Service of the JSE Limited ("JSE"), regarding the Proposed Transaction. 2. UPDATE ON REGULATORY APPROVALS Unconditional approvals have been obtained from the following regulatory bodies: - The Namibian Competition Commission on 8 October 2014; - The Tanzania Fair Competition Commission on 13 October 2014; - The Competition Authority of Botswana on 4 November 2014; and - The Common Market for Eastern and Southern Africa (COMESA) on 11 March 2015. The Parties are awaiting the following regulatory approvals: - The Competition Commission of South Africa; and - to the extent required, The Independent Communications Authority of South Africa (ICASA). Upon receipt of the above approvals, final approval will be sought from the Takeover Regulation Panel and the JSE. 3. AMENDMENT TO THE IMPLEMENTATION AGREEMENT Shareholders are further advised that the Implementation Agreement entered into between the Parties on 21 May 2014, as amended by addenda, has been further amended to extend the Long Stop Date from 31 March 2015 to 30 April 2015, in order to extend the time available for the completion of the regulatory approval processes outlined above. Midrand 31 March 2015 Investment bank and corporate advisor to BCX: Investec Bank Limited Transaction sponsor to BCX: Investec Bank Limited Investment bank and corporate advisor to Telkom: Absa Bank Limited Transaction sponsor to Telkom: Absa Bank Limited Legal advisor to BCX and Telkom: Edward Nathan Sonnenbergs Incorporated Sponsor to BCX: One Capital Sponsor Services (Proprietary) Limited Sponsor to Telkom: The Standard Bank of South Africa Limited Date: 31/03/2015 04:18:00 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.