AfroCentric Investment : ACQUISITION OF REMAINING INTEREST IN AFROCENTRIC DISTRIBUTION SERVICES

AfroCentric Investment Corporation Limited (Incorporated in the Republic of South Africa) (Registration number 1988/000570/06)

JSE Code: ACT ISIN: ZAE000078416 ("AfroCentric")

ACQUISITION OF REMAINING INTEREST IN AFROCENTRIC DISTRIBUTION SERVICES

1. Introduction and rationale
   AfroCentric shareholders ("Shareholders") are advised that AfroCentric Health Proprietary Limited ("AHL"), a 71.3% subsidiary of AfroCentric, has entered into a sale of shares agreement dated 7 June 2022 (the "Agreement") with WAD Holdings Proprietary Limited ("WAD") in terms of which AHL acquires the remaining 49% shareholding ("Sale Shares") in AfroCentric Distribution Services Proprietary Limited
   ("ADS") for an aggregate purchase consideration of R75 million (the "Acquisition").
   ADS is a specialised marketing and sales company and the Acquisition constitutes a small related party transaction in terms paragraph 10.7 of the Listings Requirements of the JSE Limited ("Listings Requirements") for AfroCentric.
   ADS performs a critical role in the AfroCentric group's ("Group") growth strategy through the marketing and support services it performs for medical schemes. As the Group prepares for its future growth strategy by marketing integrated products it has become imperative to own the full distribution capability to market the new generation products of the Group and its other partners.
2. Terms of the Acquisition
   The total purchase consideration for the Acquisition of R75 000 000 will be paid in cash within 10 business days of the date of signature of the Agreement. The effective date for the Acquisition is 1 July 2022.
   The sale of shares are sold ex-dividend as from 1 July 2022 and any excess or shortfall in working capital will be proportionately distributed to or recovered from WAD.
   AHL holds a 51% interest in the Company and plays an active role in the management of the Company. Accordingly, the warranties and indemnities provided by WAD to
   AfroCentric are limited to WAD's capacity and authority to enter into the Agreement and WAD's title and ownership of the Sale Shares.

1. The net assets and profits attributable to the Acquisition
   Based on AfroCentric's unaudited interim results for the six months ended 31 December 2021 (prepared in terms of IFRS), the value of the net assets and net profit before tax that are the subject of the Acquisition were R17 534 000 and R11 636 438 respectively.
   Based on AfroCentric's audited annual financial statements for the year ended 30 June
   2021 (prepared in terms of IFRS) the value of the net assets and net profit before tax were R9 151 942 and R8 860 054 respectively.
2. Categorisation of the Acquisition and fairness opinion
   As WAD was a material shareholder of AfroCentric, and is an associate of Willem Britz, a director of AfroCentric, the Acquisition constitutes a small related party transaction in terms of the Listings Requirements. Accordingly, the opinion of an independent professional expert ("Independent Expert") on the fairness of the Acquisition to
   Shareholders is required in terms of the Listings Requirements. The Acquisition is not subject to Shareholder approval.

The independent directors of AfroCentric have appointed Mazars Corporate Finance Proprietary Limited as the Independent Expert to provide written confirmation that the terms of the Acquisition are fair as far as Shareholders are concerned ("the Opinion").

A further announcement will be released following the finalisation of the Opinion.

Johannesburg

8 June 2022

JSE Sponsor to AfroCentric

Questco Corporate Advisory Proprietary Limited