Notification in terms of section 45(5) of the Companies Act 71 of 2008 AFRICAN AND OVERSEAS ENTERPRISES LIMITED (Incorporated in the Republic of South Africa) (Registration number 1947/027461/06) JSE share code: AOO ISIN: ZAE000000485 JSE share code: AON ISIN: ZAE000009718 JSE share code: AOVP ISIN: ZAE000000493 ("AOE") NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008 Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act 71 of 2008 ("the Companies Act"), and for the purposes of, and pursuant to, the African and Overseas Enterprises Limited Incentive Scheme ("the Scheme") housed within the African and Overseas Share Trust ("the Trust") (which Scheme was approved and adopted by AOE's shareholders at its annual general meeting held on 30 November 2018 and satisfies the requirements of section 97 of the Companies Act), the board of directors of AOE has, in terms of section 45(2) of the Companies Act, adopted a resolution on 24 June 2019 authorising AOE to provide financial assistance to the Trust by way of AOE agreeing to make a loan facility available to the Trust, and on 26 June 2019 authorising AOE to provide financial assistance to certain participants in the Scheme by way of AOE agreeing to make loan facilities available to such participants. The board resolutions in this regard were adopted in compliance with the provisions of section 45 of the Companies Act. 8 July 2019 Sponsor Java Capital Date: 08/07/2019 05:15:00 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.