Changes to the Board, composition of the Audit Committee and results of the annual general meeting ECSPONENT LIMITED Incorporated in the Republic of South Africa Registration number: 1998/013215/06 JSE Code: ECS - ISIN: ZAE000179594 Debt Issuer Code: ECSD (“Ecsponent” or “the Company”) CHANGES TO THE BOARD, COMPOSITION OF THE AUDIT COMMITTEE AND RESULTS OF THE ANNUAL GENERAL MEETING Changes to the Board: Shareholders are referred to the SENS announcement, dated 6 August 2019, wherein they were advised that Terence Gregory will step down as Chief Executive Officer (“CEO”) on 31 December 2019 and that the current Financial Director, Dirk van der Merwe, had been appointed to succeed him. Ecsponent is in the process of appointing a new Financial Director, which appointment is expected to be finalised by 31 March 2020. Until such appointment has been finalised, Dirk van der Merwe will remain as the Financial Director and George Manyere will assume the role of acting CEO. Pursuant further to the SENS announcements on 26 and 27 November 2019, Ecsponent is in the process of restructuring its Board to comply with recommended practices to ensure at all times a majority representation on the Board of a majority of independent non-executive directors, taking into consideration gender and race diversity, knowledge, skills and experience. It is noted to shareholders that Terence has resigned from the Board as a director with effect from 31 December 2019 and will not take up a position as non-executive director as formerly reported. The Company thanks Terence for his years of dedicated service and wishes him all the best with his future endeavors. Composition of the Audit and Risk Committee: Subsequent to the annual general meeting, the Company’s Audit and Risk Committee will now comprise the following members: KA Rayner (Chairman) RJ Connellan PJ Matute Results of the Annual General Meeting: Ecsponent is pleased to advise shareholders that all the ordinary and special resolutions set out in the notice of Annual General Meeting, held today, 18 December 2019, were passed by the requisite number of ordinary shareholders. Ecsponent has 1 079 555 364 ordinary shares in issue of which 693 339 192 shares were voted at the Annual General Meeting, representing 64.22%. Resolutions Shares voted Votes Votes Abstained For Against Number % (1) % (2) % (2) % (1) Ordinary resolution number 1 688 892 648 63.81% 100% - 0.18% Re-election of RJ Connellan as a non-executive director Ordinary resolution number 2 688 038 362 63.73% 100% - 0.18% Re-election of KA Rayner as an independent non-executive director Ordinary Resolution number 3 688 038 362 63.73% 100% - 0.18% Appointment of KA Rayner as a member and chairman of the Audit and Risk Committee Ordinary Resolution number 4 688 892 648 63.81% 100% - 0.18% Appointment of RJ Connellan as a member of the Audit and Risk Committee Ordinary Resolution number 5 691 387 728 64.04% 100% - 0.18% Appointment of PJ Matute as a member of the Audit and Risk Committee Ordinary Resolution number 6 691 387 728 64.04% 100% - 0.18% Re-appointment of independent external auditors, Nexia SAB&T Chartered Accountants with J Englebrecht as the designated auditor Ordinary Resolution number 7 691 367 728 64.04% 100% - 0.18% General authority to issue shares for cash Non-binding advisory vote 1 691 367 728 64.04% 100% - 0.18% Confirmation of the Group’s remuneration policy Non-binding advisory vote 2 691 367 728 64.04% 100% - 0.18% Confirmation of the Group’s remuneration policy implementation plan Special Resolution number 1 685 523 282 63.50% 100% - 0.18% Approval of the non-executive directors’ remuneration Special Resolution number 2 691 354 878 64.04% 100% - 0.18% General authority to enter into funding arrangements in terms of sections 44 and 45 of the Companies Act Special Resolution number 3 691 387 728 64.04% 100% - 0.18% General authority to repurchase the Company’s ordinary shares Special Resolution number 4 691 367 728 64.04% 100% - 0.18% General authority to repurchase the Company’s preference shares Notes: 1. As a percentage of total ordinary shares in issue. 2. As a percentage of shares voted. For more information about this announcement or the Ecsponent group, email investor.relations@ecsponent.com or visit www.ecsponentlimited.com/investor-relations Pretoria 18 December 2019 Sponsor Questco Corporate Advisory (Pty) Ltd Date: 18-12-2019 04:45:00 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.