Pricing of proposed rights offer, conclusion of shareholder underwriting agreement and withdrawal of cautionary OMNIA HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1967/003680/06) JSE code: OMN ISIN: ZAE000005153 ("Omnia" or the "Company") PRICING OF PROPOSED RIGHTS OFFER, CONCLUSION OF SHAREHOLDER UNDERWRITING AGREEMENT AND WITHDRAWAL OF CAUTIONARY Shareholders are referred to the announcements released on the Stock Exchange News Service ("SENS") of the JSE Limited on Thursday, 30 May 2019 and Tuesday, 25 June 2019, wherein Omnia announced its intention to undertake a rights offer in the amount of R2 billion (the "rights offer"), and the announcement released on SENS on Friday, 26 July 2019 reflecting that Omnia had obtained the shareholder approvals required to proceed with the rights offer. The board of directors of the Company has resolved that the subscription price will be R20 per rights offer share and, accordingly, that an aggregate of 100,000,000 shares will be issued in terms of the rights offer. On this basis, the Company has now entered into an underwriting agreement with the following asset management entities, whose clients are shareholders of the Company: Allan Gray Proprietary Limited, Coronation Asset Management Proprietary Limited, Foord Asset Management Proprietary Limited, Kagiso Asset Management Proprietary Limited, Old Mutual Investment Group Proprietary Limited and Prudential Investment Managers (South Africa) Proprietary Limited (collectively, the "underwriters", who may act on behalf their clients when subscribing for shares), in terms of which in aggregate the underwriters (acting on behalf of their clients or as principal) have agreed to underwrite the rights offer in its entirety (the "shareholder underwriting agreement"). The only condition to the shareholder underwriting agreement is that Omnia publishes its rights offer circular by no later than 30 September 2019. Omnia is in the process of finalising and obtaining the required regulatory approvals for its rights offer circular, which it expects to publish at the end of August 2019. Shareholders shall be updated in this regard in due course. With the conclusion of the shareholder underwriting agreement, the standby underwriting agreement entered into between the Company and Absa Bank Limited, Investec Bank Limited, Rand Merchant Bank (a division of FirstRand Bank Limited) and The Standard Bank of South Africa Limited (collectively, the "banks") is no longer required and has therefore been terminated as of the date that the shareholder underwriting agreement was entered into, including in respect of any advisory services which the banks had been providing in relation to the rights offer structure as contemplated in the standby underwriting agreement. As a result of this announcement of the rights offer price per share and the conclusion of the shareholder underwriting agreement, shareholders are no longer advised to exercise caution in their dealings in Omnia shares. Johannesburg 12 August 2019 Financial advisor and transaction sponsor Java Capital Legal advisor Webber Wentzel Date: 12/08/2019 07:45:00 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.