General Repurchase of Shares Announcement MMI Holdings Limited (Incorporated in the Republic of South Africa) Registration number 2000/031756/06) JSE share code: MMI NSX share code: MIM (“MMI Holdings” or “The Company”) MMI GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration No. 1904/002186/06) Company code: MMIG GENERAL REPURCHASE OF SHARES ANNOUNCEMENT 1. INTROODUCTION The board of directors of the Company ("Board") hereby, in term of paragraph 11.27 of the Listings Requirements of the JSE Ltd ("JSE"), informs shareholders that the Company, in accordance with the general authority granted by shareholders at the Company’s annual general meeting held on 24 November 2017 ("General Authority"), has cumulatively repurchased from shareholders, through the order book operated by the JSE, and in a series of unrelated transactions without any prior understanding or arrangement between the Company and these shareholders, a number of ordinary shares as per the details hereunder. 2. DETAILS OF THE REPURCHASE Dates of Repurchase: Wednesday, 07 March 2018 to Wednesday, 04 July 2018. Highest repurchase price per share: R 23,23 Lowest repurchase price per share: R 17,06 Number of shares repurchased: 47 377 121 Total value of shares repurchased: R 978 202 877 The number of shares which may still be repurchased by the company in terms of the 189 041 470 General Authority: The percentage of shares which may still be repurchased by the company in terms of the 11.99% General Authority: Total shares in issue on 07 March 2018: 1 576 123 941 Total shares in issue on 04 July 2018: 1 530 288 264 Number of Treasury shares: 1 541 444 The A5 delisting application to the JSE was submitted on 26 June 2018, with a request that the Repurchased Shares be cancelled and the listing removed. The JSE confirmed on 29 June 2018 that the listing of ordinary shares of 45 835 677 of 0.0001 cents each was withdrawn from the commencement of business on 2 July 2018. 3. STATEMENT BY THE BOARD The Board has considered the effect of the Repurchase and is of the opinion that, for a period of 12 months following the date of the Repurchase: • The Company and its subsidiaries (the "group") will be able in the ordinary course of business to pay its debts; • The assets of the Company and the group will be in excess of the liabilities of the Company and the group. For this purpose, the assets and liabilities were recognized and measured in accordance with the accounting policies used in the latest audited annual group financial statements; • The share capital and reserves of the Company and the group will be adequate for ordinary business purposes; • The working capital of the Company and the group will be adequate for ordinary business purposes; and • The Company and the group have passed the solvency and liquidity test and since the test was performed, there have been no material changes to the financial position of the group 4. SOURCE OF FUNDS The repurchase was funded from The Company’s internal cash resources. 5. FINANCIAL INFORMATION The Company’s cash balances decreased by R978 202 877 as a result of the Repurchase and, on cancellation of the Repurchase Shares, share capital and retained earnings will reduce by the same amount. 6. COMPLIANCE WITH PARAGRAPH 5.72 OF THE LISTING REQUIREMENTS The Repurchase was effected through the order book operated by the JSE and done without any prior understanding or arrangement between the Company and the counter parties. Accordingly, the Company has complied with paragraph 5.72 (a) of the Listings Requirements of the JSE. The repurchase programme will continue until the earlier of the completion of the R2 billion buy-back program or 12 months, which period will include the closed periods in respect of the publication of the Company’s final results for the twelve months ended 30 June 2018 as defined in the JSE Listings Requirements. CENTURION 05 July 2018 Sponsor in South Africa Merrill Lynch South Africa (Pty) Limited Sponsor in Namibia Simonis Storm Securities (Pty) Limited Date: 05/07/2018 02:30:00 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.