TRP ruling on the waiver of the requirement to make a mandatory offer Alexander Forbes Group Holdings Limited Incorporated in the Republic of South Africa (Registration Number: 2006/025226/06) JSE Share Code: AFH and ISIN: ZAE000191516 (Alexander Forbes or the Company) TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER Alexander Forbes shareholders are referred to the announcements released on the Stock Exchange News Service on: 1. 22 January 2020, 2 March 2020 and 23 March 2020 relating to the proposed Shareholder Reorganisation and the subsequent impact of COVID-19 on that Shareholder Reorganisation; and 2. 31 March 2020 announcing the results of the General Meeting held to approve the mandatory offer waiver resolution (Mandatory Offer Waiver Resolution). The announcement of 31 March 2020 stated, inter alia, that the Mandatory Offer Waiver Resolution had been approved by the requisite majority of independent Alexander Forbes shareholders. Following the adoption of the Mandatory Offer Waiver Resolution, an application was made to the Takeover Regulation Panel (TRP) for a ruling exempting African Rainbow Capital Financial Services Holdings Proprietary Limited from the obligation to make a mandatory offer to the remaining Alexander Forbes shareholders (TRP Waiver Exemption). Alexander Forbes shareholders are advised that the TRP has granted the TRP Waiver Exemption. The reasons for granting the TRP Waiver Exemption are available from the TRP on request by any Alexander Forbes shareholder. Any such request must be made in writing and addressed to "The Executive Director, Takeover Regulation Panel" at any of the addresses indicated below. Alexander Forbes shareholders are further advised that they may request the Takeover Special Committee to review the TRP Waiver Exemption within five business days of the publication of this announcement (i.e. by no later than Thursday, 16 April 2020). Any such request must be made in writing and addressed to "The Executive Director, Takeover Regulation Panel", at any of the addresses indicated below: If delivered by hand or courier: If emailed: If Faxed: The Executive Director Takeover admin@trpanel.co.za The Executive Director Takeover Regulation Panel Regulation Panel 1st Floor, Block 2, Freestone Park + 27 11 784 0062 135 Patricia Road Atholl Johannesburg 2196 The TRP waiver proceedings will be regarded as completed in respect of the TRP Waiver Exemption and the relevant TRP Waiver Exemption confirmed (i) after the expiry of the five business day notice period, if no Alexander Forbes shareholder requests the Takeover Special Committee to review the applicable TRP Waiver Exemption or (ii) on the date that the Takeover Special Committee confirms the applicable TRP Waiver Exemption, if any Alexander Forbes shareholder request the Takeover Special Committee to review the TRP Waiver Exemption. Assuming that the TRP Waiver proceedings will be regarded as complete after the expiry of the aforesaid five business day period, it is expected that the flip-up will occur shortly thereafter, including the listing of the relevant Alexander Forbes shares. Carina Wessels Executive: Governance, Legal and Compliance (Company Secretary) 7 April 2020 Sandton Transaction advisor and Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal advisor BOWMANS Date: 07-04-2020 10:30:00 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.