1. INTRODUCTION. In furtherance of this strategy, the Board is pleased to advise that:

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1 ECSPONENT LIMITED Incorporated in the Republic of South Africa Registration number: 1998/013215/06 JSE Code: ECS - ISIN: ZAE Debt Issuer Code: ECSP ( Ecsponent or the Company ) TERMS ANNOUNCEMENT REGARDING THE ACQUISITIONS AND DISPOSALS OF INVESTMENTS, AN UNDERWRITING AGREEMENT, ASSET ACQUISITION AND CONCLUSION OF AN INVESTMENT MANAGEMENT AGREEMENT 1. INTRODUCTION Shareholders are referred to the announcement released on the Stock Exchange News Services ( SENS ) dated 22 May 2018, wherein shareholders were advised that the board of directors of the Company ( the Board ) had undertaken a strategy of investing in assets that will provide the Ecsponent group ( Group ) with medium to long-term capital growth, and specifically transactions that will, inter alia: - position the Group for future value-enhancing investment opportunities; - create an efficient and professional management structure for the Group s equity investments; - improve the balance sheet concentration exposure; - provide a balance between the Group s short-term cash generative assets and longerterm growth assets; and - increase the Group s equity holding in assets considered to have high growth potential. In furtherance of this strategy, the Board is pleased to advise that: a) Ecsponent Treasury Services Proprietary Limited ( Ecsponent Treasury Services ), a wholly owned subsidiary of Ecsponent, has entered into an acquisition agreement to subscribe for 100% of the issued ordinary shares ( Acquisition Shares ) of Pink Orchid Limited ( Pink Orchid ), an investment holding company yet to be incorporated, from Purple Orchid Limited ( Purple Orchid ), a wholly owned subsidiary of Ecsponent Capital (RF) Limited ( Capital ), a related party, for a total consideration of R280 million ( the Pink Orchid Acquisition ); b) Ecsponent has entered into a subscription agreement ( Subscription Agreement ) with Invest Solar Africa Limited ( Invest Solar Africa ), a related party, in terms of which the Company has agreed to subscribe for a maximum of shares in Invest Solar Africa at a subscription price of BWP1.00 (one Botswana Pula) per share, pursuant to a private placement of such shares ( Private Placement ); c) Ecsponent has entered into an underwriting agreement with Invest Solar Africa, in terms of which Ecsponent has agreed to underwrite and subscribe for all the shares in Invest Solar Africa which are not taken up during the initial public offering of Invest

2 Solar Africa pursuant to the listing of its ordinary shares on the Venture Capital Board of the Botswana Stock Exchange ( BSE ) ( Underwriting Agreement ); d) Ecsponent has entered into an investment management agreement ( Investment Management Agreement ) with MHMK Capital Botswana Limited ( MHMK Capital ), a related party, which is controlled by George Manyere, a material shareholder and a non-executive director of the Company, in terms of which MHMK Capital will manage the portfolio of assets and investments owned by Ecsponent Limited incorporated in Botswana ( ECS Botswana ) a wholly owned subsidiary of the Company; e) Return on Innovation Proprietary Limited ( ROI ), a wholly-owned subsidiary of Ecsponent has entered into an agreement with GetBucks Proprietary Limited ( GetBucks SA ), in terms of which ROI has agreed to purchase specified loan claims from GetBucks SA ( Asset Acquisition ); and f) Ecsponent has disposed of its 50% equity holding in Cryo-Save South Africa Proprietary Limited and Salveo Swiss Technologies Ltd to Go Life International for R10 million. (collectively the Transactions ). 2. RATIONALE FOR THE TRANSACTIONS In line with the Company s strategy to develop and expand its operations into the rest of Africa and to invest in entrepreneurs and companies with proven track records for building diversified, well-managed and high growth opportunities, the Group has identified the Transactions as a gateway, which will present new opportunities for the Group including, inter alia: procurement of in-country local currency funding for Botswana operations, thereby reducing foreign currency risk and exposure; enabling the Group to increase its market share in the targeted small to medium enterprises (SMEs) and enterprise development credit sectors enabling the Group to further develop commercially beneficial relationships with large corporates; providing access to asset management and/or collective investment scheme licenses in South Africa and Botswana in order to enhance its investment services offering; and providing the Group with an offshore hard-currency investment; and improve the Group s investment rate of return and increase cashflow through deployment of new funding model. 3. TERMS OF THE PINK ORCHID ACQUISITION 3.1. Overview of Pink Orchid

3 Pink Orchid will be an investment holding company, holding the following material investments at the effective date (as defined in paragraphs 3.3 below), either directly, or indirectly through its Botswana based, wholly-owned subsidiary, Fodnort Proprietary Limited: % of the issued ordinary share capital of MyBucks S.A. ( MyBucks ), a financial technology company listed on the Frankfurt Stock Exchange; - 58% of the issued ordinary share capital of Invest Solar Africa, a renewable energy company focused on the development and financing of renewable energy projects in Africa; - 51% of the issued ordinary share capital of Energy Systems Group Proprietary Limited, a company with a renewable energy infrastructure, and a supplier and implementation expert in Botswana ( Energy Systems ); - 40% of the issued ordinary share capital of MHMK Capital, a private equity investment management and advisory company in Botswana; and % of the issued ordinary share capital of GetBucks Zimbabwe Micro Finance Bank Limited ( GetBucks ), a technology driven, a deposit-taking and money lending microfinance institution incorporated in Zimbabwe and listed on the Zimbabwe Stock Exchange, offering a range of products from micro-finance loans, a mortgage loans, SME banking products and saving and money market accounts. In addition to the above investments, Pink Orchid has certain net loan payables expected to equal circa R478 million Consideration Ecsponent Treasury Services will acquire the Acquisition Shares for a total purchase consideration of R280 million, which consideration will be set-off against a loan liability due by Capital to Ecsponent Treasury Services Conditions Precedent and Effective Date The Pink Orchid Acquisition agreement is subject to the fulfilment or waiver of the following conditions precedent ( the Conditions ) on or before 31 August 2018, or such later date as notified by Ecsponent Treasury Services in writing, upon providing at least 5 (five) business days notice: i. the incorporation of Pink Orchid; ii. approval by the shareholders of Pink Orchid; iii. approval by the board of directors of Capital; iv. approval by the shareholders of Capital; v. obtaining shareholder approval from the requisite majority of shareholders of Ecsponent at a general meeting, to the extent required by the JSE; vi. providing the JSE with a fairness opinion from an independent professional expert acceptable to the JSE, confirming whether the terms of the Pink Orchid are fair as far as the shareholders of Ecsponent, other than the related party, are concerned; and vii. approval by the JSE and other regulatory bodies to the extent necessary.

4 The effective date of the Pink Orchid Acquisition will be the close of business on the last business day of the month in which the last of the Conditions has been fulfilled, or waived, as the case may be Conditions Subsequent The agreement giving effect to the Pink Orchid Acquisition agreement is subject to the fulfilment or waiver of the following conditions subsequent on or before 30 September 2018, or such later date as notified by Ecsponent Treasury Services in writing, but no later than 6 months following the effective date: i. approval by the South African Reserve Bank, to the extent necessary; ii. Pink Orchid having delivered to Ecsponent Treasury Services the share certificates in respect of the Acquisition Shares, accompanied by share transfer forms currently dated and executed in blank by the registered holder thereof, so as to enable the Acquisition Shares to be registered in the name of Ecsponent Treasury Services, or a sworn affidavit if the original share certificate is lost; and iii. Purple Orchid procuring its board representatives resignation from the board of directors of Pink Orchid, if any Other significant terms Further terms, conditions and warranties that are usual for a transaction of this nature are contained in the agreement giving effect to the Pink Orchid Acquisition Financial information of Pink Orchid Pink Orchid is not yet incorporated and accordingly has no profits or losses, assets or liabilities. The historic financial information of its material investments that it will hold on the effective date is summarised below: Investment name GetBucks Financial period end 6 months ended 30 December 2017 Net profit / (loss) after tax USD2.58m (being R35.4m) Net asset value USD15.5m (being R213m) Source of financial information Unaudited interim historic financial information of GetBucks for the 6 months period ended 30 December 2017, prepared in accordance with International Financial Reporting Standards ( IFRS ), the Companies Act (Chapter 24:03) of Zimbabwe and the Microfinance Act of Zimbabwe. Management is satisfied with the quality of

5 Invest Solar Energy Systems MyBucks MHMK 7 months ended 31 December December months ended 30 December December BWP0 (being R0) 3 BWP1.24m (being R1.62m) ( 2.74m) (being - R43.76m 1 ) of which a loss of 2.14m (being R34.18m 1 ) related to continuing operations. BWP0 (being R0) 2 BWP100 (being R131) BWP2.24m (being R2.93m) 7.46m (R119.14m) (excluding noncontrolling interest) BWP100- (being R131) those management accounts. Unaudited and unreviewed historic financial information for the 7 months ended 31 December 2017, prepared in accordance with IFRS. Management is satisfied with the quality of those management accounts. Unaudited and unreviewed historic financial information for the 7 months ended 31 December 2017, prepared in accordance with IFRS. Management is satisfied with the quality of those management accounts. Unaudited historic condensed interim financial information of MyBucks for the six months ended 31 December 2017, prepared in accordance with IFRS as adopted by the European Union. Management is satisfied with the quality of those management accounts. Unaudited and unreviewed management accounts at 31 December 2017, prepared in accordance with IFRS. Management is satisfied with the quality of those management accounts. 1. Based on the Rand to Euro, Rand to US Dollar (USD) or Rand to Botswana Pula (BWP) exchange rates, applicable on the date immediately preceding this announcement. 2. These entities have recently been incorporated and remain dormant at the last financial year end. 4. TERMS OF THE SUBSCRIPTION AGREEMENT 4.1. Description of Invest Solar Africa Invest Solar Africa is a renewable energy company focused on developing and financing income generating renewable energy projects in selected markets within Africa, with a vision to being the leading developer of renewable energy projects in these markets.

6 Invest Solar Africa is pursuing its listing on the BSE by way of both the Private Placement and an initial public offering ( IPO ) ( Listing ). Ecsponent has agreed to subscribe for a maximum of 40 million shares in Invest Solar Africa at a subscription price of BWP1.00 (one Botswana Pula) per share, in respect of the Private Placement Consideration The total consideration payable by Ecsponent to Invest Solar Africa in respect of the Private Placement will be an amount of BWP40 million (R52.4 million at the exchange rate at the date of this announcement), being a subscription price of BWP1 per subscription share, payable in cash Effective Date The effective date of the Private Placement is as soon as reasonably practicable following Ecsponent receiving approval from its shareholders for its subscription for shares pursuant to the terms of the JSE Listing Requirements ( JSE LR ) Conditions Subsequent The Private Placement is subject to Invest Solar Africa listing on the BSE within six months of obtaining informal approval from the BSE or such later date as Ecsponent and Invest Solar Africa may agree. Should the Listing not proceed, the Subscription Agreement will be deemed to have been terminated by mutual consent Other significant terms Further terms, conditions and warranties that are usual for a transaction of this nature are contained in Subscription Agreement. 5. TERMS OF THE UNDERWRITING AGREEMENT 5.1. Introduction Invest Solar Africa has appointed Ecsponent to underwrite the IPO and Ecsponent has agreed in terms thereof to fully underwrite and subscribe for all the shares not taken up during the IPO, which could accordingly result in Ecsponent acquire a further maximum of Invest Solar Shares Consideration The maximum subscription price payable by Ecsponent in terms of the Underwriting Agreement, will be BWP (R39.3 million at the exchange rate at the date of this

7 announcement), being for the subscription of a maximum of 30 million shares at a subscription price of BWP1 per Invest Solar Share. Ecsponent shall be entitled to a fee of BWP0.9 million (R1.2 million at the exchange rate at the date of this announcement) in respect of the Underwriting Agreement Conditions Precedent and Effective Date The Underwriting Agreement is subject to the fulfilment or waiver of the following condition precedent: - approval of the BSE, Registrar of Companies or any other regulatory authorities in respect of the IPO; and - approval by the shareholders of ECS Botswana and the Company pursuant to, so far as applicable, the terms of each such company s constitutional documents, applicable laws by which each is bound and governed and the requirements of the JSE LR. The effective date of the Underwriting Agreement is within 2 days (not including weekends or public Holidays) of 17 October 2018 whereby if Invest Solar has not received valid applications for all of the new ordinary shares, Invest Solar shall notify Ecsponent of the number of uncommitted shares. In such eventuality, Ecsponent shall be liable to purchase and subscribe for those uncommitted shares Other significant terms Further terms, conditions and warranties that are usual for a transaction of this nature are contained in the Underwriting Agreement. 6. TERMS OF THE INVESTMENT MANAGEMENT AGREEMENT 6.1. Overview of MHMK Capital and ECS Botswana MHMK Capital is a privately held Africa-focused private equity investment and advisory firm that manages and provides advice on investments across multiple sectors. MHMK Capital is setting up to hold a significant portfolio of assets and has a pipeline of deals in several sectors and countries which will assist in achieving the objectives of the Group. As at the date of this announcement, MHMK Capital has invested in excess of US$700 million in sub-saharan Africa and manages a portfolio of investments in excess of US$300 million. MHMK Capital is managed by Mr. George Manyere and Mr. Walter Kambwanji who serve as the Chief Executive Officer and the Chief Financial Officer of MHMK Capital respectively. George is a Chartered Accountant (Zimbabwe) and a holder of a Bachelor and Honours degree in Accounting Science from the University of South Africa and a Certificate in Theory of Accounting from the Institute of Chartered Accountants Zimbabwe. George is a director of several companies, including some which are listed on the Frankfurt Stock Exchange, JSE and Zimbabwe Stock Exchange and previously served as an investment professional with the International Finance Corporation, headquartered in Washington DC.

8 Walter is a Chartered Accountant (Zimbabwe) and holds a Bachelor of Accounting Science degree from the University of South Africa and a Postgraduate Diploma in Applied Accounting from the University of Zimbabwe. Walter has significant experience in finance and operations in Zimbabwe and internationally. ECS Botswana serves as a local investment holding company for the Group. The operations of ECS Botswana mirror those in South Africa. Capital is raised in country through institutional sources only Management fees MHMK Capital will be entitled to an annual management fee equal to 2% (two percent) of the value of the total assets of ECS Botswana, as it appears in the most recent audited financial accounts of ECS Botswana. Ecsponent and ECS Botswana will be jointly and severally liable for the payment of the fee due to MHMK Capital Conditions Precedent The Investment Management Agreement is subject to the following conditions precedent, on or before 30 June 2018, or such later date as may be agreed between the parties: - approval by the shareholders of Ecsponent (excluding the related party and its associates) at a general meeting; and - approval by the South African Reserve Bank and other regulatory authorities as required. The effective date of the Investment Management Agreement will be the close of business on the last business day of the month in which the last of the conditions precedent thereto has been fulfilled, or waived, as the case may be Duration The MHMK Management Agreement will be for a term of 10 years, following which it will be renewable by the mutual consent of the parties on a yearly basis on the anniversary of the effective date. The MHMK Management Agreement may be terminated by 3 months written notice from either party or the occurrence and non-remediation of certain events that constitute a breach of the terms of Investment Management Agreement Financial information of ECS Botswana ECS Botswana reported gross assets of BWP246.3 million (R322.7 million at the exchange rate at the date of this announcement), net assets of BWP1.4 million (R1.8 million at the exchange rate at the date of this announcement) and net profit after tax of BWP1.5 (R2 million at the exchange rate at the date of this announcement) for the 15 months ended 31 March 2017, being the last financial year-end of ECS Botswana.

9 The above financial information is based on ECS Botswana s audited Annual Financial Statements for the financial year ended 31 March 2017, which have been compiled in accordance with IFRS. 7. TERMS OF THE ASSET ACQUISITION 7.1. Introduction GetBucks SA, a financial technology company that embraces technology as a means to provide financial products and services to the low and middle-income consumer segment, predominantly in emerging markets of Sub-Saharan Africa, has agreed to sell certain of its loan claims to ROI, as set out in the Asset Acquisition. The loan claims constitute all of GetBucks SA s rights under any loan agreements it may have entered into, including its rights to, inter alia, claim payment of: - the principal amount lent and advanced by GetBucks to any borrowers; - interest accruing on outstanding amounts; and - any other permitted fees and charges, ( Specified Loan Claims ) Consideration The amount payable by ROI to GetBucks SA in respect of the Specified Loan Claims is an amount of R120 million Conditions Precedent and Effective Date The Asset Acquisition is subject to the fulfilment or waiver of the following conditions precedent on or before the effective date: - approval by the boards of directors of each of GetBucks SA and ROI in writing; - approval by way of special resolution by the shareholders of GetBucks SA in general meeting (in accordance with sections 112 and 115 of the Companies Act 71 of 2008, as amended) to the extent that the Specified Loan Claims constitute all or the greater part of the assets of GetBucks SA at the effective date; - delivery of the Specified Loan Claims to ROI; and - payment of the purchase price of R120 million by ROI to GetBucks. The effective date of the Asset Acquisition is 29 June Other significant terms Further terms, conditions and warranties that are usual for a transaction of this nature are contained in the Asset Acquisition Financial information of GetBucks SA

10 GetBucks SA reported gross assets of R405.2 million, net assets of R44.1 million and net loss after tax of R10.7 million for the 12 months ended 30 June 2017, being the last financial yearend of GetBucks SA. The above financial information is based on GetBucks SA audited Annual Financial Statements for the financial year ended 30 June 2017, which have been compiled in accordance with IFRS. 8. DISPOSAL OF INVESTMENTS IN BIOTECHNOLOGY AND ACQUISITION OF SHARES IN GO LIFE INTERNATIONAL The Company has disposed of its 50% equity holding in Cryo-Save South Africa (Pty) Ltd and Salveo Swiss Technologies Ltd to Go Life International for R10 million on 25 June This transaction is not categorisable per the JSE LR. 9. CATEGORISATION AND APPROVALS REQUIRED In terms of the JSE LR: - the Pink Orchid Acquisition is, on a stand-alone basis, a category 1 transaction and, notwithstanding that at the current market capitalisation and when aggregated with other transactions relating to the same assets and parties within the 12 months preceding this announcement, it would not constitute a reverse take-over, the Company has elected to take a conservative view based on its market capitalisation over preceding months and categorise it accordingly; - the Subscription Agreement and the Underwriting Agreement are, on a stand-alone basis and when aggregated with other transactions relating to the same assets and parties within the 12 months preceding this announcement, category 2 transactions; - the Investment Management Agreement is, on a stand-alone basis a category 1 transaction; and - the Asset Acquisition is, on a stand-alone basis, a category 2 transaction. In addition to the above, the Pink Orchid Acquisition, Subscription, Underwriting and the Investment Management Agreement constitute related party transactions in terms of paragraph 10.1(b)(vii) of the Listings Requirements, as: - Capital, being an associate of the vendor of the Pink Orchid Acquisition, was a major shareholder in Ecsponent in the previous 12 months; - G Manyere is a director and controlling shareholder of Invest Solar and a director and major shareholder of Ecsponent; and - MHMK Capital, being a party to the Investment Management Agreement, is an associate of G Manyere, a director and major shareholder of Ecsponent.

11 Accordingly, the Pink Orchid Acquisition, Subscription, Underwriting and the Investment Management Agreement are subject to the approval of shareholders by way of an ordinary resolution, requiring the approval of 50% + 1 vote of those shareholders present in person or represented by proxy, excluding any related parties and their associates. In addition, as the Pink Orchid Acquisition is classified as a reverse take-over in terms of the Listings Requirements, shareholders are advised that the Company will require confirmation from the JSE that it is satisfied that the Company continues to qualify for listing on the Main Board of the JSE as if it is a new listing. Shareholders are hereby made aware of the uncertainty of whether or not the JSE will allow Ecsponent s listing to continue following the Pink Orchid Acquisition. 10. CIRCULAR TO SHAREHOLDERS A circular, setting out all the details of the Pink Orchid Acquisition, Subscription, Underwriting and the Investment Management Agreement and incorporating revised listing particulars, the requisite fairness opinions and a notice of a general meeting, will be distributed to shareholders of the Company in due course. Pretoria 29 June 2018 Sponsor and Corporate Advisor Questco Corporate Advisory (Pty) Ltd and Questco Proprietary Limited