Sasfin : Announcement regarding completion of the B-BBEE transaction

Sasfin Holdings Limited

(Incorporated in the Republic of South Africa) (Registration number 1987/002097/06)

Ordinary share code: SFN ISIN: ZAE000006565 Preference share code: SFNP ISIN: ZAE000060273 ("Sasfin" or "the Company")

ANNOUNCEMENT REGARDING:

• COMPLETION OF THE B-BBEE TRANSACTION WITH WOMEN INVESTMENT PORTFOLIO HOLDINGS LIMITED ("WIPHOLD"); AND
• THE DEALING IN SECURITIES BY AN ASSOCIATE OF DIRECTORS

1. INTRODUCTION

   Sasfin shareholders ("Shareholders") are referred, inter alia, to the circular dated 21 August 2017 ("Circular") regarding the Transaction (defined below) and the announcement dated 16 October 2017 wherein they were advised that all suspensive conditions to the Transaction had been fulfilled.

   In terms of the Transaction:

   • Wipfin Investments Proprietary Limited (formerly known as Sinvest Investments 245 Proprietary Limited) ("Wipfin"), a wholly-owned subsidiary of WIPHOLD, would subscribe for Sasfin ordinary shares ("Shares") at R51.00 per share in terms of a specific issue of shares for cash ("Subscription"); and

   • Sasfin would make an offer to repurchase all or some of the Shares held by Shareholders ("Repurchase Offer") at R51.00 per share in compliance with all of the applicable requirements for a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (as amended) ("Companies Act") as read with section 115 of the Companies Act.

     The Subscription and Repurchase Offer (collectively "Transaction") were indivisibly linked.

2. THE SUBSCRIPTION AND RESULTS OF THE REPURCHASE OFFER

   Shareholders are advised that in terms of the Subscription, 8 107 662 Shares were issued to Wipfin and listed on the exchange operated by JSE Limited on Monday, 30 October 2017.

   In terms of the Repurchase Offer, which closed on Friday, 27 October 2017, Sasfin received acceptances in respect of 9 949 074 Shares, equating to 122.7% of 8 107 662 Shares (being the maximum number of Shares that could be repurchased in terms of the Repurchase Offer). Accordingly, the formula referred to in the Circular was applied so as to ensure that only 8 107 662 Shares were acquired by Sasfin in terms of the Repurchase Offer.

   Following the successful implementation of the Transaction, Wipfin now holds 25.1% of the Shares in issue.

3. DEALING IN SECURITIES

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the Company hereby discloses the following sale of securities by an associate of directors in terms of the Repurchase Offer:

Names of directors:	Mr RDEB Sassoon (Chief Executive Officer) Mr MEE Sassoon (Executive Director)
Name of company:	Sasfin Holdings Limited
Name of associate and relationship with directors:	Rolbase Investments Proprietary Limited ("Rolbase"), a wholly owned company of The

Sassoon Children's Trust of which Mr RDEB Sassoon is a trustee and a discretionary beneficiary and Mr MEE Sassoon is a discretionary beneficiary
Date of transaction:	1 November 2017
Nature of transaction:	Sale of Shares by Rolbase to the Company in terms of the Repurchase Offer
Class of securities:	Ordinary shares
Number of ordinary shares:	2 385 348 ordinary shares
Disposal price per ordinary share:	R51
Value of the ordinary shares sold:	R121 652 748
Nature of interest of the respective directors:	An indirect discretionary interest
Clearance obtained:	Not applicable as the sale was effected by an associate of the directors

Johannesburg

1 November 2017

Corporate Adviser and Lead Sponsor

Sasfin Capital (a member of the Sasfin group)

Independent Sponsor to the Transaction

Deloitte & Touche Sponsor Services Proprietary Limited