Acquisition of the businesses of Otel Communications Proprietary Limited and Otel Business Proprietary Limited HUGE GROUP LIMITED (Registration number 2006/023587/06) Share code: HUG ISIN: ZAE000102042 (“Huge” or “the Company”) VOLUNTARY ANNOUNCEMENT CONCERNING THE ACQUISITION OF THE BUSINESSES OF OTEL COMMUNICATIONS PROPRIETARY LIMITED AND OTEL BUSINESS PROPRIETARY LIMITED Shareholders are advised that Huge and its wholly-owned subsidiaries, Huge Networks Proprietary Limited (Huge Networks) and Huge Telecom Proprietary Limited (Huge Telecom) have entered into acquisition of business agreements (the Agreements) with Ohren SPV Proprietary Limited (Ohren SPV), OTEL Communications Proprietary Limited and OTEL Business Proprietary Limited (collectively referred to as Otel) in terms of which, amongst other matters, Huge Networks will acquire the businesses of Otel, in consideration for shares in Huge Networks, culminating in the merger of Huge Networks and Otel (the Transactions). The Transactions will be implemented on 14 March 2019 (the Implementation Date) and will result in Huge Telecom owning 50.03% and OTEL Communications Proprietary Limited owning 49.97% of Huge Networks respectively. The Otel brand will be migrated to the Huge Networks brand during the course of 2019. Huge Networks is a data service provider and communications company and, prior to implementation of the Transactions, a wholly owned subsidiary company of Huge Telecom, which in turn is a wholly owned subsidiary company of Huge. Huge Networks and Huge Telecom comprise the Telecom Grouping of Huge. Otel is an ICASA-licenced provider of Voice over Internet Protocol (VoIP) and broadband Infrastructure-as-a-Service telecommunications solutions, including voice, connectivity and hosted services, to some 2 500 SME customers, nationally throughout South Africa. The Transactions allow Huge to progress its ‘Growing Huge Strategy’ by scaling its operations and growing Huge’s real estate of customers. In addition, the Transactions expand both the national reach and footprint of Huge, while also increasing its network capacity and connectivity options and allowing for network synergies and efficiencies. The Transactions are expected to be revenue accretive for Huge Networks. The combination of the Huge Networks and Otel management teams is expected to significantly enhance the intellectual capacity within the Telecom Grouping. The VoIP and related products and services acquired through the Transactions will allow Huge Networks to become a more substantial provider of end-to-end ICT services. It will also provide Huge Networks with an opportunity to enter new customer segments. Economies of scale leveraged from the Transactions will enable Huge Networks to provide its customers with a diversity of cost-effective ICT products and services. Following the Transactions, Huge Networks will be well- positioned to capitalise on the further expansion of the ISP and ICT service provider industry through various organic and acquisition growth strategies. The relationship between the shareholders in respect of their respective shareholding in Huge Networks will be governed by a Shareholders Agreement. In terms of a Loan Facility Agreement, Huge Telecom will make a loan facility in an aggregate amount of R20 000 000 available to Huge Networks, which will be available for a three year period following the tenth business day after the Implementation Date. Huge Networks will pay Huge an arrangement fee based on a formula relating to the net assets of Huge Networks prior to the Implementation Date and the net assets of Otel acquired by Huge Networks. Huge Networks has been independently valued at an aggregate value of R69 million and therefore the Transactions have been valued, for JSE categorisation purposes, at a fair value of R34.5 million (being the fair value of the dilution in Huge Telecom’s shareholding in Huge Networks). The Transactions are accordingly uncategorised and not subject to shareholder approval in terms of the JSE Listings Requirements and this announcement is therefore for information purposes only. Johannesburg 14 March 2019 Sponsor Questco Corporate Advisory (Pty) Ltd Date: 14/03/2019 05:45:00 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.