Update Regarding The Small Related Party Transactions AFRICAN DAWN CAPITAL LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1998/020520/06) Share code: ADW ISIN: ZAE000223194 (“Afdawn” or “the Company”) UPDATE REGARDING THE SMALL RELATED PARTY TRANSACTIONS 1. INTRODUCTION 1.1. Shareholders are referred to – 1.1.1. the SENS announcement released by the Company on 3 June 2019 (“PTF 1 Announcement”) regarding the irrevocable put option granted by Graham Brian Hope (“G Hope”), a director of and a related party to the Company, to African Dawn Property Transfer 1 Proprietary Limited (“PTF 1”), a wholly-owned subsidiary of the Company (“PTF 1 Put Option”); and 1.1.2. the SENS announcement released by the Company on 3 June 2019 (“PTF 2 Announcement”) regarding the put option granted by Willem Jakobus Groenewald (“W Groenewald”), a director of and related party to the Company, Makalu Capital Proprietary Limited, an associate of W Groenewald, and G Hope to African Dawn Property Transfer 2 Proprietary Limited (“PTF 2”), a wholly-owned subsidiary of the Company (“PTF 2 Put Option”), (collectively, the “Put Options”) 1.2. PTF 1 and PTF 2 have exercised the PTF 1 Put Option and the PTF 2 Put Option, respectively, on 19 February 2020. 2. CLASSIFICATION OF THE PUT OPTIONS The Put Options each constitute a small related party transaction for purposes of the JSE Listings Requirements. 3. FAIRNESS OPINION The directors of the Company appointed Paul Austin trading as Effortless Corporate Finance as the independent expert (“Independent Expert”) to compile a fairness opinion on the Put Options in terms of paragraph 21.12(b) of the JSE Listings Requirements. The Independent Expert has considered the terms and conditions of the Put Options and is of the opinion that the terms and conditions of the Put Options are fair to the shareholders of the Company. A copy of the fairness opinion is available for inspection at the Company’s registered office for a period of 28 days from the date of this announcement. 20 February 2020 Designated Adviser PSG Capital Date: 20-02-2020 11:15:00 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.