Results of Scheme Meeting EFFICIENT GROUP LIMITED Incorporated in the Republic of South Africa (Registration number 2006/036947/06) Share code: EFG ISIN: ZAE000151841 (“Efficient” or “the Company”) RESULTS OF SCHEME MEETING 1. INTRODUCTION Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the circular, dated Thursday, 2 April 2020 (“Circular”). Shareholders are referred to: 1.1 the joint announcement by Efficient and Apis dated 12 March 2020 (“Firm Intention Announcement”) regarding the terms on which Apis has made an offer to acquire all of the Scheme Shares, which excludes the 110 333 872 Excluded Shares held by the Remain Shareholders, being a total of 6 609 259 Scheme Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act; 1.2 the announcement by Efficient regarding the distribution of the Circular and the notice convening the Scheme Meeting, dated 2 April 2020; 1.3 the announcement by Efficient dated 30 April 2020 regarding the impact of COVID-19 restrictions on the Scheme Meeting to be held on 7 May 2020; and 1.4 the Circular. The Board is pleased to announce that, pursuant to the Scheme Meeting held on Thursday, 7 May 2020, all the resolutions as set out in the notice convening the Scheme Meeting, were passed by the requisite majority of Shareholders entitled to vote, as detailed below. 2. RESULTS OF SCHEME MEETING The number of Shares voted in person or by proxy was 36 137 207, representing 30.90% of all the issued Shares. The resolutions proposed at the Scheme Meeting, together with the percentage of votes carried for and against each resolution, as well as the percentage of Shares abstained, are set out below: Resolution % of votes % of votes % of carried for the against the Shares resolution resolution abstained Special Resolution Number 1 Approval of the Scheme in accordance with the requirements of sections 114 and 115 of the Companies Act 99.90 0.10 0.05 Special Resolution Number 2 Revocation of Special Resolution Number 1 if the Scheme is terminated 99.99 0.01 0.05 Ordinary Resolution Number 1 Authority granted to Directors to take all actions necessary to implement the Scheme Resolution: Approval of the Scheme in accordance with the requirements of sections 114 and 115 of the Companies Act 99.99 0.01 0.05 3. REMAINING SCHEME CONDITION Shareholders are further advised that the Scheme remains subject to, inter alia, the fulfilment of one outstanding Scheme Condition, namely the issue by the Takeover Regulation Panel of a compliance certificate contemplated in section 121(b)(i) of the Companies Act. Efficient did not receive any notices from its Shareholders in terms of section 164 of the Companies Act, objecting to the Scheme. Once the last remaining Scheme Condition has been fulfilled, a further announcement regarding the relevant dates for implementation of the Scheme will be made. The board of directors of the Company, individually and collectively accepts full responsibility for the accuracy of the information contained in this announcement. In addition, the board of directors of the Company certifies that to the best of its knowledge and belief, the information contained in this announcement solely pertaining to the Company is true and, where appropriate, does not omit anything that is likely to affect the importance of the information contained herein, and that all reasonable enquiries to ascertain such information have been made. Pretoria 7 May 2020 Sponsor to Efficient and Adviser to the Independent Board Merchantec Capital Corporate Adviser to Efficient Bravura Capital Legal Advisor to Efficient Adams & Adams Independent Expert Nodus Capital TS Proprietary Limited Legal Adviser to Apis Cliffe Dekker Hofmeyr Inc. Date: 07-05-2020 05:17:00 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.