Acq by an unlisted subsid of Global of an additional 45% int in Plastics Green Energy (Pty) Ltd from OM Assurance & GLOBAL ASSET MANAGEMENT LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2002/003192/06) Share Code: GAM ISIN: ZAE000173498 ("Global" or “the Company”) ACQUISITION BY AN UNLISTED SUBSIDIARY OF GLOBAL OF AN ADDITIONAL 45% INTEREST IN PLASTICS GREEN ENERGY PROPRIETARY LIMITED (“PGE”) FROM OLD MUTUAL LIFE ASSURANCE COMPANY (SOUTH AFRICA) LIMITED (“OMLACSA”) AND NOTICE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT 1. Introduction 1.1 Shareholders are advised that Earthwize Energy Holdings Proprietary Limited ("EWEH"), an unlisted wholly-owned subsidiary of Global, has entered into a Sale and Purchase of Shares and Claims Agreement with OMLACSA (“Sale and Purchase of Shares and Claims Agreement”), as represented by Futuregrowth Asset Management Proprietary Limited (“Futuregrowth”) in terms of which OMLACSA has agreed to sell its entire 45% shareholding in Plastics Green Energy Proprietary Limited (“PGE”) to EWEH (the “Transaction”). OMLACSA and Futuregrowth are not related parties to Global. 1.2 The effective date of the Transaction is 27 March 2019. 1.3 Following the conclusion of the Transaction, EWEH’s shareholding in PGE will increase from 28% to 73%. 2. Rationale PGE houses the Company's first commercial plastic-to-fuel conversion plant. Following substantial development work and detailed engineering, Global will utilise this proprietary technology within PGE to convert waste plastic into liquid fuel aimed at the industrial fuel oil market. The rationale for the Transaction is for Global to increase its current controlling shareholding of PGE and thereby also regain control of the aforementioned intellectual property. 3. Consideration 3.1 The consideration payable in respect of the Transaction is R20.5 million (“Purchase Consideration”), to be settled in cash. 3.2 OMLACSA has agreed to make available a loan facility in the amount of the Purchase Consideration (“Loan Amount”) to PGE for PGE to apply towards completing the project currently undertaken by PGE, which loan will be repayable within five years after the date of payment thereof. Global has agreed to bind itself as surety for the obligations of EWEH in terms of the Sale and Purchase of Shares and Claims Agreement. 4. Conditions precedent and warranties 4.1 All conditions precedent to the Transaction have been fulfilled and the Transaction is therefore unconditional. 4.2 Shareholder and regulatory approval is not required for the Transaction, as stated in paragraph 6 below. 4.3 The Sale and Purchase of Shares and Claims Agreement includes representations and warranties normal for a transaction of this nature. 5. Financial Information The Transaction is not expected to have a material impact on the Statement of Comprehensive Income and the net asset value after non-controlling interest of Global. The value of the net assets that are the subject of the Transaction as at 30 November 2018, being the last financial year end of Global, approximates R19.2 million. The loss after tax attributable to such net assets for the 12 months ended 30 November 2018 approximates R1.3 million. The above numbers were extracted from the audited annual financial statements of the Global group for the year ended 30 November 2018, which were reported on in accordance with full IFRS. 6. Categorisation The Transaction is classified as a category 2 transaction in terms of the JSE Listings Requirements. Accordingly, shareholder approval of the Transaction is not required. 7. Notice in terms of section 45(5)(a) of the Companies Act, No. 71 of 2008 (“Companies Act”) 7.1 In terms of the provisions of section 45(5)(a) of the Companies Act and pursuant to the special resolution passed at the annual general meeting of the Company held on 11 July 2018 authorising the board of directors (“Board”) to provide direct or indirect financial assistance to related and inter-related parties, notification is hereby given by the Company that the Board has adopted a resolution in terms of section 45(3)(b) of the Companies Act authorising the Company to provide financial assistance to EWEH by virtue of agreeing to bind itself as surety for the obligations of EWEH in terms of the Sale and Purchase of Shares and Claims Agreement, as referred to in paragraph 3.3 above (“Financial Assistance”), which Financial Assistance amounts to R20.5 million. 7.2 In accordance with section 45 of the Companies Act, the Board is satisfied and acknowledges that: 7.2.1 immediately after providing the Financial Assistance, Global would have satisfied the solvency and liquidity test as provided for in section 4 of the Companies Act, and 7.2.2 the terms under which the Financial Assistance has been given are fair and reasonable to Global. By order of the Board Johannesburg 5 April 2019 Designated Advisor Arbor Capital Sponsors Proprietary Limited Date: 05/04/2019 03:20:00 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.