Fulfillment of Conditions Precedent South Ocean Holdings Limited (Registration number 2007/002381/06) Incorporated in the Republic of South Africa (“South Ocean Holdings”, “the Group”) Share code: SOH ISIN: ZAE000092748 FULFILLMENT OF CONDITIONS PRECEDENT Shareholders are referred to the ‘Disposal of Radiant Group Proprietary Limited and Renewal of Cautionary Announcement’ dated 14 August 2018 wherein shareholders were advised that SOH had entered into an agreement with Eurolux Proprietary Limited (“Eurolux”), a controlled subsidiary of ARB Holdings Limited (“ARB”), for the disposal of 100% of the issued share capital in and claims against Radiant Group Proprietary Limited (“Radiant”) and Icembu Services Proprietary Limited, both wholly owned subsidiaries of SOH (“the Transaction”). Shareholders are further referred to the ‘General Meeting Regarding the Disposal of the Radiant Disposal Group, Salient Dates and Withdrawal of Cautionary Announcement’ dated 7 November 2018, wherein shareholders were advised that two of the conditions precedent remained outstanding, being the approval from the Competition Commission and shareholder approval of the Transaction. Shareholder approval for the Transaction was obtained at the general meeting held on 29 November 2018. Shareholders are advised that Competition Commission approval has been obtained for the Transaction to proceed with the only restriction being a maximum of merger specific retrenchments of 25 employees for a period of 24 months following the merger date. No restrictions have been placed on business rationalisation and cost cutting conditions. Shareholders are further advised that the finalisation date of the Transaction has been postponed to 1 January 2019, in order to align the financial year end dates of ARB Holdings and SOH to facilitate the implementation of the Transaction. The consideration for the Transaction will remain between R175 million and R185 million as previously announced. Johannesburg 4 December 2018 Sponsor Arbor Capital Sponsors Proprietary Limited Date: 04/12/2018 03:00:00 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.