AFRICAN PHOENIX INVESTMENTS LIMITED - Update on the Proposed Transactions and Changes to the Board of Directors

Update on the Proposed Transactions and Changes to the Board of Directors

AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL      ISIN: ZAE000221370
Hybrid instrument code: AXLP     ISIN: ZAE000221388
(“African Phoenix” or “the Company”)

UPDATE ON THE PROPOSED TRANSACTIONS AND CHANGES TO THE BOARD OF
DIRECTORS

Shareholders are referred to the announcements released on SENS on 7 September 2018,
18 February 2019, 15 March 2019, 20 March 2019, and to the Circular distributed to
Shareholders on 18 February 2019. Terms defined in the Circular shall, unless otherwise stated,
bear the same meaning in this announcement.

PROPOSED TRANSACTIONS

As set out in the ‘Results of General Meeting’ announcement released on SENS on
20 March 2019, all the resolutions that were proposed in relation to the Proposed Transactions
were adopted by the requisite majority of Shareholders at the General Meeting, including in
excess of 75% of the voting rights exercised by Preference Shareholders at the General Meeting
voting in favour of Special Resolution Number 1 (pertaining to the Scheme Repurchase).

The Board held a meeting on Monday, 25 March 2019 to deliberate on the remaining Scheme
Repurchase Conditions, the remaining Voluntary Repurchase Conditions and the Proposed
Transactions generally, having regard to a number of relevant factors including the voting results
on the resolutions adopted at the General Meeting as set out in the Results of General Meeting
announcement and the objection notices received from certain dissenting Shareholders in terms
of section 164(3) of the Companies Act.

As the Company is subject to certain statutory processes outlined in the Companies Act,
Shareholders are advised that the Board will continue to dynamically monitor developments in
relation to these processes and the Proposed Transactions generally and will keep Shareholders
updated via SENS of any developments relating to implementation of the Scheme Repurchase in
particular, in due course.

CHANGES TO THE BOARD

As all the resolutions required to, inter alia, implement the BFM Structure as set out in the
Circular were adopted by the requisite majority of Shareholders at the General Meeting,
Shareholders are hereby advised of the following changes to the board of directors of African
Phoenix ("Board") with effect from 25 March 2019, which changes arise in connection with the
implementation of the BFM Structure:

-   Mr Morris Mthombeni has resigned as an independent non-executive Director and
    Chairperson of African Phoenix and has been appointed to the board of directors of the
    General Partner;

-   Ms Mahlatse Kabi has resigned as an independent non-executive Director and has been
    appointed as a member of the General Partner's Investment Committee;
-   Mr Siya Nhlumayo has resigned as Chief Executive Officer and executive Director of African
    Phoenix and has been appointed to the board of directors of the General Partner, a member
    of the General Partner's Investment Committee and a member of the General Partner's
    Advisory Committee;

-   Mr Shafiek Rawoot has resigned as Financial Director and executive Director of African
    Phoenix and has been appointed to the board of directors of the General Partner and as a
    member of the General Partner's Investment Committee;

-   Mr Oyama Mabandla has been appointed as an executive Director of African Phoenix and
    accordingly, will no longer be an independent non-executive Director of the Board; and

-   Ms Alethea Conrad, who is and will remain an independent non-executive Director of African
    Phoenix, has been appointed as the chairperson of the Board.

Shareholders are referred to the Circular and/or the integrated annual report of the Company for
the financial year ended 30 September 2018, for abbreviated curriculum vitae in respect of each
of the Directors referred to above.

Johannesburg
26 March 2019

Financial advisor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal advisor
Webber Wentzel

Sponsor
Merchantec Capital

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