Distribution to Shareholders AFRICAN PHOENIX INVESTMENTS LIMITED Incorporated in the Republic of South Africa (Registration number 1946/021193/06) Ordinary share code: AXL ISIN: ZAE000221370 (“African Phoenix” or “the Company”) DISTRIBUTION TO SHAREHOLDERS Shareholders are referred to the ‘Proposed Merger of Zarclear and African Phoenix, API Capital Acquisition and Cautionary Announcement’ released on SENS simultaneously with this announcement wherein it is stated, inter alia, that further to its assessment that African Phoenix has funds surplus to its requirements and strategic objectives, the board of directors of African Phoenix (“Board”) has resolved to distribute R599,342,214.24 of its surplus funds by way of a distribution. Shareholders are hereby advised that on 29 November 2019, the Board resolved to declare a capital reduction distribution as a return of contributed tax capital (“Distribution”). The Distribution amount of R599,342,214.24, which equates to 42.00 cents per ordinary share, is not subject to dividend withholdings tax as the Distribution is paid out of capital reserves. As the Distribution will be regarded as a return of capital and may have potential capital gains tax consequences, shareholders are advised to consult their tax advisers regarding the impact of the Distribution. As at the date of declaration there were 1 427 005 272 ordinary shares (or “A Shares”) and 300,000,000 unlisted B ordinary no par value shares in issue. The Company’s income tax reference number is 9850164717. In compliance with the Companies Act, 71 of 2008, as amended, the Board confirms that the Company will satisfy the solvency and liquidity test immediately after completion of the Distribution. The timetable for the Distribution is as follows: Declaration and finalisation date Tuesday, 3 December 2019 Last day to trade “cum-Distribution” Tuesday, 7 January 2020 First day to trade “ex-Distribution” Wednesday, 8 January 2020 Record date Friday, 10 January 2020 Payment date Monday, 13 January 2020 Share certificates will not be able to be rematerialised or Wednesday, 8 January 2020 and dematerialised between (both days inclusive) Friday, 10 January 2020 Johannesburg 3 December 2019 Sponsor Merchantec Capital Date: 03-12-2019 05:30:00 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.