OVERVIEW OF UKHAMBA HOLDINGS RESTRUCTURING OCTOBER 2013

OVERVIEW OF UKHAMBA HOLDINGS RESTRUCTURING OCTOBER 2013

SALIENT OVERVIEW Ukhamba Holdings Proprietary Limited ( Ukhamba ), an investment holding company, with investments in a range of businesses, was established on 6 November 1998 as a venture between Imperial and the Ukhamba Trust. The Ukhamba Trust gave HDIs an opportunity to purchase an interest in Ukhamba through the purchase of Ukhamba Trust units. Ukhamba was formed to create a culture of savings, to generate wealth and to facilitate the transfer of skills for Imperial's historically disadvantaged employees. Imperial provided seed capital for the creation of Ukhamba. Ukhamba is 46.9% owned by Imperial Holdings Limited ( Imperial ) with the balance owned by the Ukhamba Trust (47.1%) and the Development Trust (6%) which are both 100% black owned entities. Therefore, Ukhamba is black controlled investment holding company with 53% black ownership. The beneficiaries of the Ukhamba Trust constitute approximately 15 575 HDIs each of whom own units in the Ukhamba Trust which allow them to participate in any dividends and other amounts arising from Ukhamba's investments, including its investment in Imperial Shares and Deferred Ordinary Shares. The Development Trust provides financial support for specific educational needs of a number of historically disadvantaged communities. The trust supports nine schools and has assisted in establishing libraries at some of these schools. In addition, learners are exposed to a range of cultural, sporting and extracurricular activities. The trust touches the lives of approximately 10 000 children. Ukhamba has the following investments: 10.1% of Imperial comprising of deferred ordinary shares ( Def Ords ); and ordinary shares ( Ords ); 31.8% of Distribution and Warehousing Network Limited ( DAWN ); and Other small unlisted investments. In addition, a collar was entered into with Investec Bank Limited to hedge a number of the Ords in order to facilitate payment of R915m to Ukhamba shareholders in 2011 and 2012.Ukhamba is restricted from transferring ownership on these pledged shares. As at 1 October, Ukhamba owns: 10 898 684 Imperial ordinary shares of which 1 360 537 shares are un-encumbered whilst 9 538 147 shares are pledged under the collar agreement ; and 9 977 628 Imperial deferred ordinary shares.

Ukhamba s net asset value is dependent on the Def Ord conversion profile which is uncertain (based on the growth in Imperial s headline earnings up until 2018 and thereafter 500 000 per annum). Each Deferred Ordinary Share has one vote and accordingly ranks pari passu with Imperial Shares with regards to voting rights. Other than in respect of a bonus issue or capitalisation issue, Deferred Ordinary Shares are not entitled to receive distributions or dividends. Only once the Deferred Ordinary Shares convert to Imperial Shares will they receive distributions or dividends on the same basis as other Imperial Shares. Ukhamba Trust s beneficiaries have expressed that they want to monetise their units in Ukhamba, while it is important that Imperial retains its BEE ownership status. The Board of Ukhamba Holdings has approved a restructuring of Ukhamba to facilitate the trading of Ukhamba s shares on an over the counter ( OTC ) platform to provide liquidity for beneficiaries whilst maintaining Imperial s BEE status. The restructuring involves the amendment of the conversion period of Imperial s Def Ords and certain amendments to the Ukhamba MOI and the Ukhamba Trust and Development Trust trust deeds (collectively the Transaction ). THE TRANSACTION The Transaction will result in Ukhamba shares being traded on an OTC platform to provide liquidity to beneficiaries. Only black individuals and 100% black owned companies will be allowed to buy shares to ensure Imperial s BEE ownership is maintained. In addition Imperial will amend the terms of the Def Ords so that they convert equally over 12 years, which is expected to enhance value to beneficiaries. In return, the trustees of the Ukhamba Trust and Development Trust will agree that Ukhamba will not distribute Imperial shares until the end of the 12 year period to maintain Imperial s BEE ownership.

The New structure is as follows: Ukhamba shares have been split into A, B and C class shares, with only the A shares trading on the OTC platform. The A Shares which are held by Ukhamba Trust and Development Trust will trade OTC and B Shares, held by Imperial, will not trade on the OTC. C shares represent the right of the current Ukhamba shareholders in the investment in Dawn and unlisted investments. These shares will not be traded on the OTC. 1. OTC trading platform Establishment of a trading platform for Ukhamba which would provide liquidity to beneficiaries. The A Shares which are held by Ukhamba Trust and Development Trust will trade OTC. Although shares are likely to trade at a discount to NAV, beneficiaries can decide when they want to realise value. Only black individuals and 100% black owned companies will be allowed to buy shares to ensure Imperial s BEE ownership is not diluted. 2. Conversion of the existing profile The conversion profile of the Def Ords will be simplified and shortened to enhance value to beneficiaries and to facilitate trade.

The New Conversion Profile will result in the Def Ords converting in 12 equal tranches of 831, 469 shares each year commencing 30 June 2014 and ending 30 June 2025. The Imperial Ordinary Shares will be distributed to shareholders of Ukhamba at the end of the 12 year period. Beneficiaries who do not elect to sell their shares will receive their proportion of the Imperial shares at the end of 12 years. 3. Ukhamba The Ukhamba Trust and Development Trust will agree not to distribute any shares out of Ukhamba to shareholders / beneficiaries until the end of the 12 year period. Ukhamba will relinquish its right to appoint a director to the Imperial board. At the end of the 12 year period, the Imperial ordinary shares will be distributed to the Ukhamba shareholders.