Update on EOH's strategic black economic empowerment ("BEE") transaction with Lebashe Investment Group ("Lebashe") EOH HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/014669/06) JSE share code: EOH ISIN: ZAE000071072 (“EOH” or “the Group”) UPDATE ON EOH’S STRATEGIC BLACK ECONOMIC EMPOWERMENT (“BEE”) TRANSACTION WITH LEBASHE INVESTMENT GROUP (“LEBASHE”) Background Unless otherwise defined, capitalised words and terms contained in this announcement refer to the meanings used in the circular to EOH Shareholders dated 20 August 2018 (“Circular”). EOH Shareholders are referred to the Circular and: (i) the announcement published on SENS on Monday, 1 October 2018, relating to, inter alia: - the strategic partnership and BEE transaction between EOH and Lebashe (the “Transaction”) becoming wholly unconditional and being implemented; - receipt by EOH of R500 million from Lebashe in accordance with the Initial Subscription and the First Tranche of the Subscription Undertaking; and - the issue by EOH of the Subscription EOH Ordinary Shares (7 371 704 EOH Ordinary Shares), the Subscription EOH A Shares (40 million EOH A Shares) and the First Tranche (6 777 246 EOH Ordinary Shares) to Lebashe. (ii) the further announcement published on SENS onTuesday, 11 December 2018, relating to: - the receipt by EOH of a further R250 million from Lebashe in accordance with the Second Tranche of the Subscription Undertaking, and the issue of a further 8 346 199 EOH Ordinary Shares to Lebashe. The Initial Subscription, the First Tranche and Second Tranche of the Subscription Undertaking together with the 265 044 EOH Ordinary Shares previously held by Lebashe, resulted in Lebashe holding 62 760 193 EOH Shares, amounting to 29.0% of the total EOH Shares in issue (including Treasury Shares and 40 million EOH A Shares). Upate on strategic relationship EOH shareholders are advised that Lebashe has formally notified EOH of its intention not to subscribe for the R250 million Third Tranche of the Subscription Undertaking. Lebashe took a conscious decision to allow EOH to establish a new independent Board of Directors (“New Board”) without representation from Lebashe until after the conclusion of the ENSafrica investigation and the determination of the impact thereof. Accordingly, EOH is, at any time after 1 October 2019, at its discretion, entitled to: (i) require the forfeiture of dividends on 10 000 000 EOH A Shares to EOH; and (ii) redeem 10 000 000 EOH A Shares for R1. While the current economic dilution of the 10 000 000 EOH A shares is limited, the EOH A Shares each have the same voting rights as an EOH Ordinary Share and are therefore an important consideration in the deliberations of the New Board. Further announcements will be made as soon as a decision has been made by the New Board. Notwithstanding the decision taken by Lebashe not to subscribe for the Third Tranche in accordance with the Transaction terms, the investment and strategic relationsip with EOH remains important to Lebashe and Lebashe have committed to still providing the last tranche of funding originally committed to as part of the Transaction subject to agreeing mutually acceptable terms and EOH shareholder approval, if required. Discussions between Lebashe and the New Board are ongoing with a view to finding a solution that is in the best interests of all capital providers. Group CEO Stephen van Coller said “We have enjoyed a valuable partnership with Lebashe over the years and look forward to exploring new, meaningful ways of evolving our collaboration for the benefit of EOH and Lebashe.” 11 October 2019 Sponsor Java Capital Date: 11/10/2019 04:15:00 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.