SUMMARISED AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2018 AND DIVIDEND DECLARATION NUMBER 7

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1 NVEST FINANCIAL HOLDINGS LIMITED AND ITS SUBSIDIARIES (Incorporated in the Republic of South Africa) (Registration number 2008/015990/06) ( NVest, the Group or the Company ) ISIN Code: ZAE JSE Code: NVE SUMMARISED AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2018 AND DIVIDEND DECLARATION NUMBER 7 HIGHLIGHTS: Headline earnings increased by 6.61% to R59.53 million (2017: R55.84 million). Headline earnings per share increased to cents per share from cents per share in Revenue increased by 3.15% to R million (2017: R million). Net asset value increased by 7.14% to cents per share (2017: cents per share). Assets under management and administration increased by 14.42% to R29.7 billion as at 28 February 2018 (2017: R26 billion). Declaration of a final dividend of 6.00 cents per share (total dividend for the 2018 financial year amounts to 11 cents which represents an increase of 6.8% from the prior year). Statement of Financial Position as at 28 February 2018 Figures in Rand Audited Restated Audited 28 February 28 February 28 February ASSETS Non-Current Assets Property, plant and equipment Investment property Goodwill Trade and other receivables Investments in associates Other financial assets Operating lease asset Deferred tax Current Assets Other financial assets Loans to shareholders Operating lease asset Current tax receivable Trade and other receivables Cash and cash equivalents Total assets

2 Figures in Rand Audited Restated Audited 28 February 28 February 28 February EQUITY AND LIABILITIES EQUITY Equity Attributable to Equity Holders of Parent Share capital Reserves Retained earnings Non-controlling interest LIABILITIES Non-Current Liabilities Deferred tax Other financial liability Current Liabilities Other financial liabilities Loans from group companies Current tax payable Provisions Trade and other payables Total Liabilities Total Equity and Liabilities

3 Statement of Profit or Loss and Other Comprehensive Income Figures in Rand Year Audited 28 February 2018 Year Restated 28 February 2017 Revenue Cost of sales ( ) ( ) Gross profit Other income Fair value adjustments ( ) Operating expenses ( ) ( ) Operating profit Investment revenue Finance costs ( ) ( ) Income from associates Profit before taxation Taxation ( ) ( ) Profit for the year ended Other comprehensive income: Items that will not be reclassified to profit or loss: Gains and losses on property valuation Income tax relating to items that will not be reclassified ( ) ( ) Total items that will not be reclassified to profit or loss Total comprehensive income for the year Profit attributable to: Equity holders of the parent Non-controlling interest Total comprehensive income attributable to: Equity holders of the parent Non-controlling interest

4 Statement of Cash Flows Audited Audited Figures in Rand 28 February February 2017 Cash flows from operating activities Cash generated from operations Interest received Dividends received Finance costs ( ) ( ) Tax paid ( ) ( ) Net cash generated by operating activities Cash flows used in investing activities Purchase of property, plant and equipment ( ) ( ) Disposal of property, plant and equipment Purchase of investment property - ( ) Sale of investment property Purchase of subsidiary through business combination ( ) - Net cash acquired in business combination Additional investments in current subsidiaries ( ) ( ) Loans advanced to group companies - ( ) Purchase of financial assets ( ) ( ) Disposal of financial assets Decrease/(increase) in trade and other receivables (non-current) ( ) Other non-cash item ( ) - Net cash used in investing activities ( ) ( ) Cash flows from financing activities Proceeds from other financial liabilities Repayment of other financial liabilities ( ) ( ) Proceeds from shareholders loan Repayment of shareholders loan - (12 199) Dividends paid ( ) ( ) Dividends paid to non-controlling interests ( ) ( ) Net cash used in financing activities ( ) ( ) Total cash movement for the year ( ) Cash at the beginning of the year Total cash at end of the year

5 Statement of Changes in Equity Share Total based attributable Revaluation Retained Noncontrolling Share capital payment Total to equity Total reserve income reserve reserves holders of equity interest Figures in Rand the Group Balance at 1 March Profit for the year Other comprehensive income Total comprehensive income for the year Acquisition from non-controlling interest ( ) ( ) ( ) ( ) Dividends ( ) ( ) ( ) ( ) Total contributions by and distributions to owners of company recognised directly in equity ( ) ( ) ( ) ( ) Balance at 1 March Profit for the year Other comprehensive income Total comprehensive income for the year Share option expense Acquisition from non-controlling interest ( ) ( ) ( ) ( ) Other Dividends ( ) ( ) ( ) ( ) Total contributions by and distributions to owners of company recognised directly in equity ( ) ( ) ( ) ( ) Balance at 28 February

6 SEGMENT ANALYSIS The following information relates to segment financial information of the group: 2018 Profit Revenue before tax Assets Liabilities Segments: Insurance broking Wealth management Administration of estates and trusts Property services Investments Intercompany eliminations ( ) ( ) ( ) ( ) Revenue Profit before tax Assets Liabilities Segments: Insurance broking Wealth management Administration of estates and trusts Property services Investments Intercompany eliminations ( ) ( ) ( ) ( ) All the operating segments of the Group operate in South Africa. Operations are integrated and therefore not shown per geographical area. Per share information Earnings per share information: Earnings per share (cents) 19,50 20,14 Headline earnings per share (cents) 19,66 18,45 Earnings attributable to equity holders of the parent Fair value loss/(gain) adjustment of investment property ( ) Loss on disposal of fixed assets Restatement of CGT inclusion rate Impairment loss on fixed assets Tax effect (70 470) Weighted average number of shares Net asset value per share: Net asset value per share (cents) 139,09 129,82 Net tangible asset value per share (cents) ,53 Shares in issue at 28 February

7 BASIS OF PREPARATION AND ACCOUNTING POLICIES The accounting policies and method of measurement and recognition applied in the preparation of these summarised audited consolidated provisional results are in terms of International Financial Reporting Standards ( IFRS ) and are consistent with those applied in the audited annual financial statements for the previous year ended 28 February The summarised audited consolidated provisional results are prepared in accordance with the requirements of the JSE Limited Listings Requirements for provisional reports and the requirements of the Companies Act, 71 of The summarised audited consolidated provisional results are presented in terms of the minimum disclosure requirements set out in International Accounting Standards ( IAS ) 34 Interim Financial Reporting, as well the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council. The Group Financial Director, Frank Knox (B.Comm, B Compt (Hons)), was responsible for the preparation of the summarised audited consolidated provisional results. Any reference to future financial performance included in this announcement has not been reviewed or reported on by the Group s external auditors. The directors of NVest ( the Board ) take full responsibility for the preparation of the provisional report. The financial information has been correctly extracted from the underlying annual financial statements. This summarised report is extracted from audited information but is itself not audited. The annual financial statements for the year ended 28 February 2018 have been audited by BDO Cape Inc. (Note: Grant Thornton Cape Incorporated merged into the BDO network on the 22 nd of February 2018 and changed its name to BDO with effect from that date). A copy of the auditor s unmodified opinion is available for inspection at the Company s registered office. This announcement does not include the information required pursuant to paragraph 16A(j) of IAS 34. The full (interim, preliminary, provisional or abridged) report is available on the issuer s website, at the issuer s registered offices and upon request www. nvestholdings.co.za. COMMENTARY Although NVest listed on the Alternative Exchange in May 2015, the Company has been in operation (through its NFB Financial Advisory business) for 33 years and continues to grow as a broad-range Financial Services Provider. The Group consists of ten wholly or majority owned subsidiaries located in Gauteng, East London, Port Elizabeth and Cape Town. The core business operations are Private Wealth Management, Stockbroking and Asset Management. The Group also includes other complementary business subsidiaries aimed at providing a holistic financial services proposition, which includes a short-term insurance brokerage, a commercial property investment portfolio and a property services business and a wills and administration of deceased estates business. This complementary collection of businesses, alongside the commercial property portfolio, provides a diverse set of income streams. The Group s longterm strategy is to become a pre-eminent independent, national financial advisory business providing a holistic and integrated client product and service proposition. This will be achieved through both organic and acquisitive growth. NVest is well positioned in terms of both capital reserves and human resources to execute against this strategy.

8 RESULTS The Board is pleased to report another year of solid results and steady growth in the context of challenging operating conditions. The results also reflect continued progress in terms of executing against key strategic objectives of the Group. The year on year growth is highlighted by an increase in total assets under management and administration, which grew by 14.42% to R29.7 billion (R26 billion: 2017). Revenue also increased by 3.15% to R million (R million in 2017) which is almost exclusively organic growth. Disciplined cost management remains a priority for the business. Cost of Sales have increased by 3.50% (R3.76 million) which was in line with expectation and broadly proportionate to the overall growth of the business. The increase in costs is a product of: Variable costs growing in line with revenue; Continued costs associated with the listing such as Legal, Regulatory and Compliance costs; and Operations and IT infrastructure and investment costs. Headline earnings increased to R59.53 million (2017: R55.84 million). The overall position in terms of revenue growth and the increased cost of sales translated into a profit before tax and net of fair value adjustments of R million (2017: R million), which represents growth of 4%. Headline earnings per share increased to cents per share (2017: cents per share), which represents an increase of 6.61% - despite the tough market and operating environment. The Company remains highly cash generative. Net cash from operating activities increased by 16.5% from R54.07 million in 2017 to R63.02 million for the year under review. NVest continues to hold substantial cash reserves (R million) which will be applied predominantly in acquisitions going forward to ensure a more attractive yield than what these funds currently earn on call. RESTATEMENT OF PRIOR YEAR RESULTS The results for the prior year were restated to address reclassifications within the Statement of Financial Position and Statement of Comprehensive Income. Certain reclassifications were identified pursuant to a Pro-Active Monitoring Review by the JSE and the Audit and Risk Committee identified the non-elimination of specific inter-company transactions and balances. These can be summarised as follows: - In the prior year the deposit paid for the Illovo Point property was reflected as an Investment. The true nature of this transaction is better reflected as a deposit, which has been included under trade and other receivables. - Certain inter-company eliminations were not done during 2017 and these affected trade and other receivables, trade and other payables, revenue, investment revenue and finance costs. They have been restated to reflect the inter-company eliminations. - In the prior year deferred tax assets and liabilities were netted off. Likewise, tax assets and liabilities were netted off. These have been restated and reflected separately. - Other financial liabilities were restated to reflect the short-term portion of two of the commercial notes. - Straight-line lease assets were restated to distinguish between the current and noncurrent portions.

9 - The investment in associate was reflected under financial assets and has been correctly restated to the correct line item. - Revenue and other income have been restated to better reflect interest and dividend income, which is considered to be revenue at a holding company level. - Equity accounted income from associates was incorrectly included under other income. - Cost of sales and operating expenses were restated as certain commissions were included under employee costs. These are now reflected under cost of sales. None of these restatements affected net profit. There was also no impact on earnings and headline earnings per share as a consequence of the restatements. The table below sets out all line items that have been impacted and which have changed as a result of the review and restatement. Restated R Previously published R Statement of Financial Position Investment Trade and other receivables (non-current) Trade and other receivables (current) Investment in associate Deferred tax (asset) Other financial assets Current tax receivable Deferred tax (liability) Other financial liabilities (non-current) Straight-line lease asset (non-current) Straight-line lease asset (current) Other financial liabilities (current) Current tax payable Trade and other payables Provisions Profit or Loss Revenue Cost of sales ( ) ( ) Other income Fair value adjustments Operating expenses ( ) ( ) Investment revenue Finance costs ( ) ( ) Income from associates

10 PROSPECTS The Group has performed admirably during the year under review, delivering strong results in the context of particularly challenging operating conditions. A strong Rand, ongoing political uncertainties, market volatilities and weak investment confidence have all contributed to a difficult business environment. Despite these prevailing headwinds NVest continues to deliver growth in key areas including top line revenue, assets under management and administration and headline earnings. This bears testimony to the resilience of NVest s operating model and its continued relevance to the market. The Board and Management team are positive about the future prospects for the Group. The business is optimally placed in terms of capital reserves which provides a meaningful source of funding for acquisitions and the leadership team is settled, supported by a Board and governance structures that are maturing effectively. ACQUISITIONS, DISPOSALS, SHARE ISSUES AND REPURCHASES During the year under review, the Company increased its shareholding in NFB Insurance Brokers (Border) Proprietary Limited from 76.67% to 85.00% and in NFB Finance Brokers Port Elizabeth Proprietary Limited from 65.00% to %. Accordingly, NFB Finance Brokers Port Elizabeth Proprietary Limited is now a wholly owned subsidiary. Various other acquisitive opportunities were actively considered during the year and this remains a key focus within the Group s long-term strategy and ambition to become a pre-eminent, national financial services Group. There were no share issues and repurchases during the year under review. As at 28 February 2018, the Company had shares in issue. BUSINESS COMBINATION On 01 June 2017 the Group, through NFB Finance Brokers Port Elizabeth Proprietary Limited, acquired 100% of the voting equity interest of Three Oaks Capital RF Proprietary Limited. Three Oaks Capital RF Proprietary Limited is principally involved in the financial and intermediary services industry. With effect from 01 December 2017 the businesses of NFB Finance Brokers Port Elizabeth Proprietary Limited and Three Oaks Capital RF Proprietary Limited were merged and amalgamated under the NFB brand. As a result of the acquisition of Three Oaks Capital RF Proprietary Limited and the subsequent merger of that business with NFB Finance Brokers Port Elizabeth Proprietary Limited, the Group has significantly increased its scale and presence in the targeted growth region of Port Elizabeth. The merger presents the opportunity to capitalise on various cost saving synergies through the business combination. Goodwill of R arising from the acquisition consists largely of the synergies and economies of scale benefits expected from combining the respective operations of the entities, as well as from intangible assets which did not qualify for separate recognition. Goodwill is not deductible for income tax purposes. Fair value of assets acquired and liabilities assumed Property, plant and equipment Other financial assets 999 Cash and cash equivalents Current tax payable Trade and other payables Total identifiable net assets Goodwill

11 Acquisition date fair value of consideration paid Cash Contingent consideration arrangement Contingent consideration arrangement : Management is of the opinion that the conditions will be met and has raised the provision of R RELATED PARTY INFORMATION As reported previously, within the prior financial year ending 28 February 2017, NVest Properties Limited ( NVP a wholly owned subsidiary), entered into an agreement with the developers of Erf no. 3 Illovo which is being developed into an office park ( Illovo Point ) by Johannesburg 2 Properties Proprietary Limited to acquire units 16 and 17 of the Illovo Point development. In 2017 NVest Financial Holdings Limited ceded R27.1 million of its cash held with Investec as a guarantee of the purchase by NVP of the two office units within Illovo Point and which will only be called upon when transfer is registered, which is expected in September NVP has issued a guarantee limited to R14.2 million for the construction of the development. NFB Finance Brokers Gauteng Proprietary Limited, along with NFB Asset Management Proprietary Limited and the Sandton branch of NVest Securities Proprietary Limited, will take up one of the office units upon completion. The building development is progressing according to schedule and is expected to be completed in the last quarter of The balance of the related party information is of a historic and repetitive nature and is fully disclosed in the audited financial statements. CHANGES TO THE BOARD OF DIRECTORS During the year under review, Mr Andrew Vincent Kent retired as an Executive Director of NVest with effect from 22 November Mr Christopher Grant Lemmon was subsequently appointed as an Executive Director of the Company, but with effect from 1 March SUBSEQUENT EVENTS The directors are not aware of any material event which occurred after the reporting date and up to the date of this report. DIVIDEND DECLARATION The Board has declared a final gross dividend (Number 7) of 6.00 cents per share for the year ended 28 February In line with our target to grow the dividend materially on a year on year basis we are pleased to confirm that the dividends declared for the 2018 financial year reflect an increase of 6.8% compared against the 2017 financial year. The dividend is declared out of income reserves. The dividend will be subject to a dividend withholding tax rate of 20% or 1.20 cents per ordinary share. Shareholders, unless exempt or qualifying for a reduced withholding tax rate, will receive a net dividend of 4.80 cents per share. NVest s tax reference number is The number of ordinary shares in issue at the declaration date is 302,741,722.

12 The salient dates for the dividend will be as follows: Last date to trade cum dividend Shares commence trading ex the dividend Record date (date shareholders recorded in share register) Payment date 2018 Tuesday, 12 June Wednesday, 13 June Friday, 15 June Monday, 18 June Shareholders may not dematerialise or rematerialise their share certificates between Wednesday, 13 June 2018 and Friday, 15 June 2018, both dates inclusive. For and on behalf of the Board Anthony Godwin Chief Executive Officer Frank Knox Financial Director 25 May 2018 Executive Directors: Anthony Godwin (Chief Executive Officer) Frank Knox (Financial Director) Michael Estment Christopher Lemmon Company Secretary and Registered Office: Brendan Connellan 42 Beach Road Nahoon East London Eastern Cape (PO Box 8132, Nahoon, 5210) WEBSITE: Independent Non-executive Directors: Jonathan Goldberg (Chairman) Siviwe Kwatsha Professor Lana Weldon Non-executive Directors: Dylan Schemel Transfer Secretaries: Computershare Investor Services Proprietary Limited 70 Marshall Street Johannesburg, 2001 (PO Box Marshalltown, 2107) Designated Advisor: Arbor Capital Sponsors Proprietary Limited