Offer to and acceptance of shares by directors and company secretary DISTELL GROUP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2016/394974/06) Share Code: DGH ISIN: ZAE000248811 (“the Company” or “Distell”) OFFER TO AND ACCEPTANCE OF SHARES BY DIRECTORS AND COMPANY SECRETARY Executive directors and the company secretary of Distell have accepted shares under the Conditional Share Plan Scheme (“CSP Scheme”) in respect of Distell ordinary shares at a grant price of R108.33 per share, which is based on the 30-day volume weighted average price of a share on 17 October 2018. DIRECTOR NUMBER DATE OF DEEMED VALUE OF NATURE OF OF ACCEPTANCE TRANSACTION INTEREST SHARES LC Verwey 35 631 19 Oct 2018 R3 859 906.23 Direct beneficial RM Rushton 118 638 23 Oct 2018 R12 852 054.54 Direct beneficial L Malan (Company 12 675 22 Oct 2018 R1 373 082.75 Direct Secretary) beneficial The purpose of the CSP Scheme is to incentivise, motivate and retain the appropriate caliber of employees by awarding employees with shares as remuneration and the opportunity to share in the success of Distell through the award of Performance CSP shares. The vesting of the shares will be subject to the satisfaction of the Performance Conditions, the Employment Condition and the Remaining Conditions (if any) set by the Remuneration Committee. The Performance Conditions comprise financial measures which include revenue growth, EBITDA growth and Return on Invested Capital. On condition that all vesting conditions have been met, the shares will vest as follows: - up to one third on or after the third anniversary of the date of grant; - up to two thirds on or after the fourth anniversary of the date of grant; - all of the shares will vest on or after the fifth anniversary of the date of grant. Clearance for the above transactions has been obtained, and all transactions were completed off market. Stellenbosch 23 October 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 23/10/2018 02:55:00 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.