Withdrawal of demand for a special meeting of shareholders SANDOWN CAPITAL LIMITED (Incorporated in South Africa) (Registration number 2000/013674/06) Share code: SDC ISIN: ZAE000249645 ("Sandown Capital" or "the Company") WITHDRAWAL OF DEMAND FOR A SPECIAL MEETING OF SHAREHOLDERS Shareholders are referred to the announcement issued on SENS on 24 July 2018 in which shareholders were advised that Sandown Capital had received correspondence from a shareholder holding at least 10% of the voting rights of the issues share capital of the Company, requiring the board to call a shareholders meeting in terms of clause 5.2.3 of the Company's Memorandum of Incorporation as read with section 61(3) of the Companies Act 71 of 2008, to consider various resolutions for purposes of, inter alia, reconstituting the board ("the demand"). Post discussions with the shareholder that issued the demand, the demand has been withdrawn. Accordingly, the proposed shareholders meeting will no longer be convened. Sandown Capital is an investment holding company that was set up to create long-term value for shareholders through targeting selected investment opportunities. Its aim has been to capitalise on its status as a permanent capital vehicle by patiently seeking out a small number of private equity type investment opportunities which are capable, over time, of producing compound annual growth in excess of its minimum targeted return of 15% per annum. Whilst the current board of Sandown Capital has full confidence in the aforesaid strategy over time, to date the illiquid nature of the strategy has not found favour with the market and certain shareholders and the share price has traded at a significant discount to its net asset value since listing. Notwithstanding that the board also believes that current market sentiment in relation to permanent capital vehicles is cyclical and may be temporary and that Sandown Capital's market rating is in line with other similar listed companies, the board has resolved to take actions aimed at narrowing the discount to its net asset value in the short term. In light of this, and following the aforementioned discussions, the board has agreed to change its composition, to no longer seek out illiquid investment opportunities, to retain its current listed and liquid investments and, subject to the extent necessary, securing shareholders' approval, to modify the Company's investment policy. A new investment strategy predicated on more liquid opportunities will be communicated to shareholders in due course. In light of this, the board also intends to seek the renegotiation of the terms and/or cancellation of the existing investment advisory agreement (subject to compliance with the appropriate corporate governance processes) to better align it with the revised strategy. It is envisaged that these measures will contribute to narrowing the discount to net asset value. Sandown will make announcements regarding proposed changes to the board of directors prior to the AGM which is scheduled on 5 September 2018. 2 August 2018 Sponsor Java Capital Date: 02/08/2018 12:15:00 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.