Joint Announcement Regarding a Small Related Party Transaction and Withdrawal of Cautionary Announcement METTLE INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2008/002061/06) JSE share code: MLE ISIN: ZAE000257622 ("Mettle”) TRADEHOLD LIMITED (Registration number: 1970/009054/06) Incorporated in the Republic of South Africa JSE Share code: TDH ISIN: ZAE000152658 ("Tradehold") JOINT ANNOUNCEMENT REGARDING A SMALL RELATED PARTY TRANSACTION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders of Mettle and Tradehold are advised that Tradegro S.àr.l (“Tradegro”) a wholly-owned subsidiary of Tradehold, has concluded an agreement (“the Agreement”) with Reward Investments Limited (“RIL”), a subsidiary of Mettle, in terms of which RIL has repurchased 1 111 212 ordinary shares in its issued share capital from Tradegro (constituting a 10% equity interest in RIL) for a cash consideration of £2 600 000 (“Purchase Consideration”) (“the Transaction”), such that RIL has become a wholly-owned subsidiary of Mettle. 2. Overview of RIL and Tradegro RIL, a 90% owned subsidiary of Mettle, owns 82.5% of Reward Finance Group Limited (“RFG”) which provides asset-secured short- and medium-term loans and invoice discounting to the United Kingdom’s small to medium-sized enterprise (“SME”) market. RIL and RFG’s strategy is to target SMEs that are not adequately serviced by traditional banks. Tradegro is a wholly-owned subsidiary of Tradehold and renders head office and treasury services to Tradehold. 3. Rationale for the Transaction The Transaction is a further step in Mettle’s strategy to increase its shareholding in RIL as the provision of loans to SME businesses in the United Kingdom is a key component of its strategy. 4. Purchase Consideration The Purchase Consideration was settled in cash. 5. Categorisation Mettle and Tradehold are both controlled by Dr Christo Wiese, through a number of investment entities controlled by him. Accordingly, in terms of the Listings Requirements of the JSE Limited, the Transaction is classified as a Category 2, small related party transaction for Mettle and a small related party transaction for Tradehold. 6. Conditions precedent and effective date No conditions precedent to the Transaction remain outstanding and the Transaction became effective on 14 September 2020. 7. Financial Information The net asset value of RIL as at 29 February 2020, the financial year-end of Mettle and Tradehold, was £22 818 000. RIL generated a profit after tax (after non-controlling interest) for the year then ended of £2 762 000. The financial information for RIL was extracted from its audited annual financial statements for the year ended 29 February 2020 and was prepared in accordance with International Financial Reporting Standards. 8. Warranties The Agreement contains warranties that are customary for a transaction of this nature. 9. Fairness Opinions The independent directors of Mettle and Tradehold appointed Nodus Capital TS (Proprietary) Limited (“Nodus”) and BDO Corporate Finance (Proprietary) Limited (“BDO”), respectively, as independent professional experts to opine on the fairness of the Transaction. Nodus and BDO have both concluded that the terms of the Transaction are fair and their reports in this regard are available for inspection on Mettle’s and Tradehold’s websites, respectively, for 28 days from today at the following links: https://mettleinvestments.com/investor-information/sens-announcements; and https://www.tradehold.co.za/investor-centre/sens-announcements. 10. Withdrawal of cautionary announcement by Mettle Shareholders are further advised that, pursuant to the publication of this announcement, the cautionary announcement released by Mettle on SENS on Friday, 4 September 2020 is withdrawn. Cape Town 16 September 2020 Designated Advisor to Mettle and Sponsor to Tradehold Questco Corporate Advisory (Pty) Ltd Date: 16-09-2020 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.