General repurchase of ordinary shares STELLAR CAPITAL PARTNERS LIMITED Incorporated in the Republic of South Africa (Registration number: 1998/015580/06) Share code: SCP ISIN: ZAE000198586 ("Stellar Capital" or the "Company") GENERAL REPURCHASE OF ORDINARY SHARES 1. Introduction Stellar Capital shareholders are advised that the Company has repurchased 48 778 576 Stellar Capital Ordinary Shares (the "General Repurchase") in terms of the general authority granted by shareholders at the Company’s annual general meeting held on 26 November 2019 (the "Authority"). 2. Details of the General Repurchase Date of the General Repurchase: 21 May 2020 Number of Ordinary Shares repurchased by the Company: 48 778 576 Lowest repurchase price per Ordinary Share: R0.68 Highest repurchase price per Ordinary Share: R0.71 Total value of Ordinary Shares repurchased: R34 145 003 Shares in issue at the date the Authority was granted (excluding treasury shares): 1 056 811 520 Shares currently in issue (including treasury shares) after the repurchase by the Company is cancelled: 1 016 836 786 The Company holds 93 701 459 Ordinary Shares in treasury. The 1 016 836 786 issued shares reflected above assume that the 48 778 576 shares repurchased by Stellar Capital have all been delisted by the JSE. Application to delist these shares will be made in due course. The remaining extent of the Authority amounts to 100 518 576 Ordinary Shares, representing 9.51% of the total issued Ordinary Share capital of Stellar Capital (excluding treasury shares) at the date the Authority was granted. 3. Source of funds The General Repurchase was funded from the Company’s available cash resources. 4. Statement by the board of directors of Stellar Capital (the "Board") The Board has considered the effect of the General Repurchase and is of the opinion that, for a period of twelve months following the date of the General Repurchase: 4.1. the Company and the Group will be able in the ordinary course of business to pay their debts; 4.2. the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group. For this purpose, the assets and liabilities were recognised and measured in accordance with the accounting policies used in the latest published financial statements of the Group; 4.3. the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes; 4.4. the working capital of the Company and the Group will be adequate for ordinary business purposes; and 4.5. the Company and the Group have passed the solvency and liquidity test and since the test was performed, there have been no material changes to the financial position of the Company and the Group. 5. Impact of the General Repurchase on financial information The Company’s cash balances decreased by R34 145 003 as a result of the General Repurchase. Interest receivable at rates of approximately 6.75% per annum (pre-tax) will be foregone on the cash resources used to fund this General Repurchase. The Repurchase will have the effect of reducing the number of shares in issue used for purposes of the net asset value per share, earnings per share and headline earnings per share calculations by 48 778 576 Shares. 6. Compliance with paragraph 5.72 of the JSE Limited Listings Requirements ("JSE Listings Requirements") The General Repurchase was effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counter parties. Accordingly, the Company has complied with paragraph 5.72(a) of the JSE Listings Requirements. Cape Town 25 May 2020 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 25-05-2020 08:00:00 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.