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POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

Shareholders of HCI (“HCI Shareholders”) are referred to the announcement released by HCI on SENS on Monday, 3 April 2017 (“Announcement”) in relation to the agreement concluded by HCI with the trustees for the time being of the HCI Foundation (“HCI Foundation”) in terms of which HCI will acquire 2,688,000 HCI shares (“HCI Shares”) from the HCI Foundation, subject to the terms and conditions set out in the Announcement, at a price of R140.00 per HCI Share (the “Buy-back Transaction”).

2. POSTING OF THE CIRCULAR NOTICE OF HCI SHAREHOLDERS MEETING

HCI Shareholders are hereby advised that a circular (“Circular”) containing, inter alia, details of the Buy-back Transaction, a notice of general meeting of the HCI Shareholders (“General Meeting”) and a form of proxy, has been posted to HCI Shareholders today. HCI Shareholders are advised that the Buy-back Transaction is subject to the fulfilment of certain conditions precedent detailed in the Circular, and are advised to review the Circular for a summary of the key terms and conditions of the Buy-back Transaction.

The General Meeting will be held at the offices of HCI, 4 Stirling Street, Zonnebloem, 7925, Cape Town, on Wednesday, 31 May 2017 at 10:00, to consider and, if deemed fit, pass, with or without modification, the special and ordinary resolution necessary to implement the Buy-back Transaction.

3. IMPORTANT DATES AND TIMES

The important dates and times in relation to the General Meeting are set out below:

Notice record date, being the date on which an HCI Shareholder must be registered in the HCI securities register (“Register”) in order to be eligible to receive the notice of General Meeting, on Friday, 21 April

Circular posted to HCI Shareholders and notice convening the General Meeting released on SENS, on Tuesday, 2 May

Last day to trade HCI Shares in order to be recorded in the Register to vote at the General Meeting (see note 2 below) on Tuesday, 23 May

General Meeting record date, being the date on which an HCI Shareholder must be registered in the Register in order to be eligible to attend and participate in the General Meeting and to vote thereat, by close of trade on Friday, 26 May

Forms of proxy in respect of the General Meeting to be lodged, for administrative purposes, by 10:00, on Monday, 29 May (or may thereafter be lodged by hand prior to 10:00 on Wednesday, 31 May 2017)

General Meeting held at 10:00 on Wednesday, 31 May

Results of the General Meeting published on SENS on Wednesday, 31 May

Repurchase, cancellation and delisting of the HCI Shares in terms of the Buy-back Transaction Wednesday, 7 June

Notes:

1. The above dates and times are subject to amendment at the discretion of HCI. Any such amendment will be released on SENS.
2. HCI Shareholders should note that as transactions in HCI Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, HCI Shareholders who acquire HCI Shares after close of trade on Tuesday, 23 May will not be eligible to attend at, participate in and to vote at the General Meeting.
3. All dates and times indicated above are South African Standard Times.
4. The date of the repurchase, cancellation and delisting of the HCI Shares referred to above assumes that all of the conditions precedent have been fulfilled (or waived, as the case may be) by no later than the date of the General Meeting.

Cape Town