Tender Offer Price PBT Group Limited (Incorporated in the Republic of South Africa) (Registration number: 1936/008278/06) JSE Share code: PBG ISIN: ZAE000256319 ("PBT" or “the Company”) TENDER OFFER PRICE 1. Introduction Ordinary shareholders of the Company (“Shareholders”) are referred to the SENS announcement and circular to Shareholders dated 27 February 2020 detailing the voluntary pro rata tender offer to all Shareholders to repurchase up to 5 384 254 ordinary no par value shares in the capital of PBT (“Shares”), constituting up to 4.99999% of the issued Shares of the Company (“Tender Offer”). 2. Tender Offer Price and dividend withholding tax The Tender Offer price is 215 cents per Share and was calculated using the volume weighted average traded price of 201.7 cents per Share for the 30 trading days ending Tuesday, 18 February 2020, plus a 6.6% premium (“Tender Offer Price). Accordingly Shareholders are advised that the gross Tender Offer Price is 215 cents per share (“Gross Tender Offer Price”). Shareholders who elect to sell their Shares in terms of the Tender Offer will receive the Gross Tender Offer Price if they are exempt from dividend tax. Shareholders who are not exempt from dividend tax and elect to sell their Shares in terms of the Tender Offer will receive an amount of 172 cents per Share, the Net Tender Offer Price, being the Gross Tender Offer Price less the withholding of dividend tax at a rate of 20%. 3. Important Dates and Times 2020 Last day to trade in order to participate in the Tender Offer Tuesday, 17 March Shares trade “ex” the Tender Offer on Wednesday, 18 March Forms of Election and Surrender to be received by Link Market Friday, 20 March Services by 12:00pm on Tender Offer closes at 12:00pm on Friday, 20 March Record date to determine which Shareholders are entitled to Friday, 20 March participate in the Tender Offer at close of business on Dematerialised Shareholders who have accepted the Tender Offer Monday, 23 March will have their accounts held at their CSDP or broker credited with the Tender Offer Price on Payments of the Tender Offer Price to Certificated Shareholders Monday, 23 March on Results of the Tender Offer released on SENS on Monday, 23 March Results of the Tender Offer published in the press on Tuesday, 24 March Cancellation and termination of listing of PBT Shares repurchased Friday, 27 March in terms of the Tender Offer expected on or about Notes: 1. The above dates and times may be subject to amendment. Any such amendment will be published on SENS and in the press. All times given in this Circular are local times in South Africa. 2. Shareholders may not dematerialise or rematerialise their Shares between Wednesday, 18 March 2020 and Friday, 20 March 2020, both dates inclusive. Cape Town 9 March 2020 Sponsor: Sasfin Capital A member of the Sasfin Group Date: 09-03-2020 01:00:00 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.