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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 10 apply throughout this Circular, including this front cover.

Action required

1. This Circular is important and should be read with particular attention to the section entitled “Action required by Holdsport Shareholders”, which commences on page 4.

2. If you are in any doubt as to what action you should take, please consult your Broker, banker, attorney, CSDP or other professional adviser immediately.

3. If you have disposed of all your Holdsport Shares, this Circular should be handed to the purchaser of such Holdsport Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected.

Holdsport does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner of Holdsport Shares to notify such beneficial owner of the Proposed Transaction set out in this Circular.

HOLDSPORT LIMITED(Incorporated in the Republic of South Africa)

(Registration number 2006/022562/06)Share code: HSP ISIN: ZAE000157046

(“Holdsport” or “the Company”)

LONG4LIFE LIMITED (Incorporated in the Republic of South Africa)

(Registration number 2016/216015/06)Share code: L4L ISIN: ZAE000243119

(“Long4Life”)

COMBINED CIRCULAR TO HOLDSPORT SHAREHOLDERS

regarding:

• a scheme of arrangement in terms of section 114 of the Companies Act proposed by the Holdsport Board between Holdsport and Holdsport Shareholders, in terms of which, if implemented, Long4Life will acquire all the Scheme Shares held by them for the Scheme Consideration; and

• the delisting of all Holdsport Shares from the Main Board of the JSE in the event that the Scheme is successfully implemented;

and incorporating:

• a report prepared by the Independent Expert in terms of section 114(3) of the Companies Act;

• a notice convening the Scheme Meeting;

• a Form of Proxy (yellow) for use by Certificated Holdsport Shareholders and Dematerialised Holdsport Shareholders with Own-name Registration only;

• a Form of Election, Surrender and Transfer (blue) for use by Certificated Holdsport Shareholders only; and

• extracts of section 115 of the Companies Act dealing with the approval requirements for fundamental transactions and section 164 of the Companies Act dealing with Dissenting Shareholders’ Appraisal Rights;

and accompanied by:

• a Prospectus in terms of the Companies Act and the Companies Regulations, in respect of Long4Life as it will be constituted after the implementation of the Scheme.

Financial adviser to Long4Life Legal adviser to Long4Life Legal adviser to Holdsport

Independent Expert Reporting accountants and auditors to Holdsport

Reporting accountants to Long4Life

Sponsor to Long4Life Sponsor to Holdsport Competition law advisers

Date of issue: 31 August 2017

This Circular is available in English only. A copy of the Circular will be made available for inspection by Holdsport Shareholders during normal off ice hours from 09:00 to 17:00 from the date of posting of this Circular on Thursday, 31 August 2017 up to and including the date of the Scheme Meeting on Tuesday, 3 October 2017, at the registered off ices of the Company. The Circular will also be made available on the Company’s website, www.holdsport.co.za.

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CORPORATE INFORMATION AND ADVISERS

Company secretary and registered office of Holdsport

R ThomasThe Mill House1 Canterbury StreetCape Town, 8001(PO Box 2721, Cape Town, 8000)

Registered office of Long4Life

7th Floor, Rosebank Towers13–15 Biermann AvenueRosebank, 2196(PO Box 521870, Saxonwold, 2132)

Company secretary to Long4Life

TMF Corporate Services (South Africa) Proprietary Limited (represented by Joanne Matisonn)3rd Floor, 200 on MainCorner Main and Bowwood RoadsClaremont, 7708(Postnet Suite 294, Private Bag X 1005 Claremont, 7735)

Financial adviser to Long4Life

Investec Bank Limited(Registration number 1969/004763/06)100 Grayston DriveSandton, 2196(PO Box 785700, Sandton, 2146)

Legal adviser to Holdsport

Cliffe Dekker Hofmeyr Incorporated(Registration number 2008/018923/21)11 Buitengracht StreetCape TownWestern Cape, 8001(PO Box 695, Cape Town, 8000)

Legal adviser to Long4Life

Edward Nathan Sonnenbergs Inc.(Registration number 2006/018200/21)150 West StreetSandton, 2196(PO Box 783347, Sandton, 2146)

Reporting accountants and auditors to Holdsport

KPMG Inc.(Registration number 1999/021543/21)MSC House1 Mediterranean StreetForeshoreCape Town, 8001(PO Box 4609, Cape Town, 8000)

Independent Expert

PSG Capital Proprietary Limited(Registration number 2006/015817/07)First Floor, Building 8Inanda Greens Business Park54 Wierda Road WestSandton, 2196(PO Box 650957, Benmore, 2010)

Sponsor to Holdsport

UBS South Africa Proprietary Limited(Registration number 1995/011140/07)64 Wierda Road EastWierda ValleySandton, 2196(PO Box 652863, Benmore, 2010, South Africa)

Sponsor to Long4Life

The Standard Bank of South Africa Limited(Registration number 1962/000738/06)30 Baker StreetRosebankJohannesburg, 2196(PO Box 61344, Marshalltown, 2107)

Competition law advisers

Baker & McKenzie(Registration number 2012/047447/21)1 Commerce Square39 Rivonia RoadJohannesburg, 2196(PO Box 781033, Sandton, 2146)

Transfer Secretaries to Holdsport

Computershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Rosebank Towers15 Biermann AvenueRosebank, 2196(PO Box 61051, Marshalltown, 2107)

Incorporated in the Republic of South AfricaDate of incorporation: 20 July 2006

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TABLE OF CONTENTS

PageCorporate information and advisers 1Important legal notices 3Action required by Holdsport Shareholders 4Salient dates and times 8Definitions and interpretations 10Circular to Holdsport Shareholders1. Introduction 172. Purpose of this Circular 173. Nature of the business of Long4Life and Holdsport 184. Rationale for the Proposed Transaction 185. Terms and conditions of the Scheme 196. Tax consequences for Shareholders 267. Pro forma earnings and net asset value effects pertaining to the Scheme 268. Suspension and termination of the Holdsport listing 299. Treatment of share incentive plan 2910 Directors’ remuneration and service contracts of Directors of Holdsport 2911. Interests of Directors of Holdsport in Holdsport Shares 2912. Interests of Directors of Long4Life in Holdsport Shares 3013. Interests of Long4Life in Holdsport Shares 3114. Interests of Directors of Long4Life in Long4Life Shares 3115. Interests of Directors of Holdsport in Long4Life Shares 3116. Irrevocable undertakings and letters of comfort 3217. Interests in Long4Life Shares by providers of irrevocable undertakings 3218. Agreements in relation to the Scheme and other persons acting in concert with Long4Life 3219. Opinions and recommendations 3320. Directors’ responsibility statements 3321. Consents 3422. Costs of the Scheme and expenses 3423. Documents available for inspection 34Annexure 1 Opinion of the Independent Expert 36Annexure 2 Pro forma financial information of the election of the Scheme on a Holdsport

Shareholder 42Annexure 3 Independent Reporting Accountants’ assurance report on the compilation of

pro forma financial information relating to a Holdsport Shareholder 51Annexure 4 Historical financial information of Holdsport 53Annexure 5 Pro forma financial information of the Scheme (Long4Life) 57Annexure 6 Independent Reporting Accountants’ assurance report on the compilation of

pro forma financial information (Long4Life) 66Annexure 7 Historical financial information of Long4Life 68Annexure 8 Exchange Control Regulations 70Annexure 9 Section 115: Required approval for transactions contemplated in Chapter 5 of

the Companies Act 72Annexure 10 Section 164: Dissenting Shareholders’ Appraisal Rights 74Annexure 11 Trading history of Holdsport Shares 78Annexure 12 Trading history of Long4Life Shares 80Annexure 13 Dealings in Holdsport and Long4Life Shares by providers of irrevocable

undertakings 81Notice convening the Scheme Meeting 83Form of Proxy (yellow) AttachedForm of Election, Surrender and Transfer (blue) in respect of Scheme Attached

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IMPORTANT LEGAL NOTICES

The definitions and interpretations commencing on page 10 of this Circular have been used in this disclaimer.

APPLICABLE LAWS

The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Circular is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This Circular does not constitute the solicitation of an offer to purchase or subscribe for shares or a solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful.

The Scheme, which is the subject of this Circular, may be affected by the laws of the relevant jurisdictions of Foreign Shareholders. Such Foreign Shareholders should familiarise themselves with and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any Foreign Shareholder to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Scheme, which is the subject of this Circular, including the obtaining of any governmental, exchange control or other consents or the making of any filings which may be required, the compliance with other necessary formalities, the payment of any issue, transfer or other taxes or other requisite payments due to such jurisdiction.

The Scheme is governed by the law of South Africa and is subject to any applicable laws and regulations, including the Companies Act and the Takeover Regulations.

Any Shareholder who is in doubt as to their position, including, without limitation, their tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

FORWARD-LOOKING STATEMENTS

This Circular contains statements about Holdsport and Long4Life that are or may be forward-looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identif ied by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases.

Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditure, acquisition strategy, and expansion prospects for future capital expenditure levels and other economic factors, such as, inter alia, interest rates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Holdsport and Long4Life caution that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Holdsport and Long4Life operate may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.

All these forward-looking statements are based on estimates and assumptions, as regards Holdsport, made by Holdsport and Long4Life as communicated in publicly available documents issued by Holdsport and Long4Life, all of which estimates and assumptions, although Holdsport and Long4Life believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Holdsport and Long4Life or not currently considered material by Holdsport and Long4Life.

Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Holdsport and Long4Life not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. Holdsport and Long4Life have no duty to, and does not intend to, update or revise the forward-looking statements contained in this Circular after the date of issue of this Circular, except as may be required by law.

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ACTION REQUIRED BY HOLDSPORT SHAREHOLDERS

This Circular is important and requires your immediate attention. The actions you need to take is set out below. The definitions and interpretations commencing on page 10 of this Circular have been used in this Action Required by Shareholders section.

If you are in any doubt as to what action to take, you should consult your CSDP, Broker, attorney or other professional adviser immediately.

If you have disposed of all your Holdsport Shares, then this Circular, together with the accompanying notice convening the Scheme Meeting, Form of Proxy (yellow) and Form of Election, Surrender and Transfer (blue), should be forwarded to the purchaser to whom, or the Broker, agent, CSDP or banker through whom, you disposed of your Holdsport Shares.

Please take careful note of the following provisions regarding the action to be taken by Holdsport Shareholders:

The Scheme Meeting will be held at The Mill House, 1 Canterbury Street, Cape Town at 11:00 on Tuesday, 3 October 2017 to consider and, if deemed fit, pass the special and ordinary resolutions required to implement the Scheme with the result that Long4Life will acquire all of the Scheme Shares, and Scheme Participants will receive the Scheme Consideration.

Shareholders should take note that the TRP does not consider commercial advantages or disadvantages of affected transactions when it approves such transactions.

1. DEMATERIALISED HOLDSPORT SHAREHOLDERS WHO DO NOT HAVE OWN-NAME REGISTRATION

1.1 Voting at the Scheme Meeting

1.1.1 If you wish to attend the Scheme Meeting you should instruct your CSDP or Broker to issue you with the necessary Letter of Representation to attend the Scheme Meeting in person, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature.

1.1.2 If you do not wish to or are unable to attend the Scheme Meeting, but wish to vote thereat, you should provide your CSDP or Broker with your voting instructions in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature. If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or Broker.

1.1.3 You must not complete the attached Form of Proxy (yellow).

1.2 Election of Scheme Consideration

1.2.1 You must advise your CSDP or Broker, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker, as to whether you are electing the Option A Scheme Consideration or the Option B Scheme Consideration and to the extent that the Option B Scheme Consideration is selected, whether you are applying for Excess Scheme Cash. If you fail to advise your CSDP or Broker of your election, your CSDP or Broker will make an election on your behalf in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker.

1.2.2 If your election is not received by the Transfer Secretaries before 12:00 on the Scheme Consideration Record Date, you will be deemed to have elected to receive the Option B Scheme Consideration.

1.2.3 You must not complete the attached Form of Election, Surrender and Transfer (blue).

1.3 Surrender of Documents of Title

You do not have to surrender any Documents of Title. This will be done by your CSDP or Broker.

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2. DEMATERIALISED HOLDSPORT SHAREHOLDERS WHO HAVE OWN-NAME REGISTRATION


2.1.1 You may attend, speak and vote at the Scheme Meeting in person, subject to section 58 of the Companies Act.

2.1.2 If you do not wish to or are unable to attend the Scheme Meeting but wish to be represented thereat, it is recommended that you complete the attached Form of Proxy (yellow) in accordance with the instructions contained therein and ensure that it is received by the Transfer Secretaries, for administrative purposes, by no later than 48 hours before the Scheme Meeting that is to be held at 11:00 on Tuesday, 3 October 2017, i.e. by 11:00 on Friday 29 September 2017. The Form of Proxy may also be handed to the Chairman of the Scheme Meeting (or adjourned Scheme Meeting) at any time before the Scheme Meeting is due to commence or recommence, as the case may be.


2.2.1 You must advise your CSDP or Broker, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker, as to whether you are electing the Option A Scheme Consideration or the Option B Scheme Consideration and to the extent that the Option B Scheme Consideration is selected, whether you are applying for Excess Scheme Cash. If you fail to advise your CSDP or Broker of your election, your CSDP or Broker will make an election on your behalf in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker.

2.2.2 If your election is not received by the Transfer Secretaries before 12:00 on the Scheme Consideration Record Date, you will be deemed to have elected to receive the Option B Scheme Consideration.

2.2.3 You must not complete the attached Form of Election, Surrender and Transfer (blue).


You do not have to surrender any Documents of Title. This will be done by your CSDP or Broker.

3. CERTIFICATED HOLDSPORT SHAREHOLDERS


3.1.1 You may attend the Scheme Meeting and speak and vote thereat, subject to section 57 and 58 of the Companies Act.

3.1.2 If you do not wish to or are unable to attend the Scheme Meeting but wish to be represented thereat, it is recommended that you complete the attached Form of Proxy (yellow) in accordance with the instructions contained therein and ensure that it is received by the Transfer Secretaries, for administrative purposes, by no later than 48 hours before the Scheme Meeting that is to be held at 11:00 on Tuesday, 3 October 2017, i.e. by 11:00 on Friday 29 September 2017. The Form of Proxy may also be handed to the Chairman of the Scheme Meeting (or adjourned Scheme Meeting) at any time before the Scheme Meeting is due to commence or recommence, as the case may be.


3.2.1 You must, by completing the attached Form of Election, Surrender and Transfer (blue), advise as to whether you are electing the Option A Scheme Consideration or the Option B Scheme Consideration and to the extent that the Option B Scheme Consideration is selected, whether you are applying for Excess Scheme Cash.

3.2.2 You are required to complete Part C of the Form of Election, Surrender and Transfer (blue) to receive the Cash Component payment by EFT.

3.2.3 If your election is not received by the Transfer Secretaries by 12:00 on the Scheme Consideration Record Date, you will be deemed to have elected to receive the Option B Scheme Consideration.

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3.3.1 If the Scheme becomes operative, you will be required to surrender your Documents of Title in respect of all your Holdsport Shares in order to claim the Scheme Consideration payable or deliverable to you.

3.3.2 If you wish to expedite receipt of the Scheme Consideration and surrender your Documents of Title in anticipation of the Scheme becoming operative, you should complete the attached Form of Election, Surrender and Transfer (blue) and return it, together with the relevant Documents of Title relating to all your Holdsport Shares, in accordance with the instructions contained therein, to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107), by 12:00 on the Scheme Consideration Record Date.

3.3.3 If Documents of Title relating to any Holdsport Shares to be surrendered are lost or destroyed, Holdsport and Long4Life may dispense with the surrender of such Documents of Title upon production of evidence satisfactory to Holdsport and Long4Life that the Documents of Title to the Holdsport Shares in question have been lost or destroyed and upon provision of a suitable indemnity on terms satisfactory to them. Accordingly, if the Documents of Title in respect of any of your Holdsport Shares have been destroyed, you should nevertheless return the attached Form of Election, Surrender and Transfer (blue), duly signed and completed, together with a duly signed and completed indemnity form which is obtainable from the Transfer Secretaries.

4. GENERAL

4.1 Approval of the Scheme at the Scheme Meeting

The Scheme must be approved by a special resolution, in accordance with section 115 of the Companies Act, at the Scheme Meeting, at which sufficient Scheme Members must be present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the Scheme Meeting. In order to be approved, the special resolution must be supported by at least 75% of voting rights exercised on the resolution.

4.2 Electronic participation at Scheme Meeting

Holdsport Shareholders or their proxies may participate in (but not vote at) the Scheme Meeting by way of a teleconference call and, if they wish to do so:

• must contact the Company secretary (by email at the address [email protected]) no later than 11:00 on Friday, 29 September 2017 in order to obtain a pin number and dial-in details for that conference call;

• will be required to provide reasonably satisfactory identification; and

• will be billed separately by their own telephone service providers for their telephone call to participate in the Scheme Meeting;

provided that Holdsport Shareholders and their proxies will not be able to vote telephonically at the Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the Scheme Meeting.

4.3 Court approval

4.3.1 Holdsport Shareholders are advised that, in terms of section 115(3) of the Companies Act, Holdsport may in certain circumstances not proceed to implement the special resolution required to approve the Scheme, despite the fact that it has been adopted at the Scheme Meeting, without the approval of the Court.

4.3.2 A copy of section 115 of the Companies Act pertaining to the required approval for the Scheme is set out in Annexure 9 to this Circular.

4.4 Dissenting Shareholders

4.4.1 A Holdsport Shareholder who is entitled to vote at the Scheme Meeting is entitled to seek relief in terms of section 164 of the Companies Act if that Holdsport Shareholder notified Holdsport in advance in writing of its intention to oppose the special resolution, was present at the Scheme Meeting and voted against the special resolution.

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4.4.2 A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders’ Appraisal Rights is set out in Annexure 10 to this Circular.

4.5 Dematerialisation

If you wish to Dematerialise your Holdsport Shares, please contact your CSDP or Broker. Holdsport Shareholders are advised that no Dematerialisation or rematerialisation of Holdsport Shares may take place after Tuesday, 17 October 2017.

4.6 Foreign Shareholders

Holdsport Shareholders who are not resident in, or who have registered addresses outside of South Africa, must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Scheme Consideration, including, without limitation, obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Holdsport Shareholders who are in any doubt as to their positions should consult their professional advisers immediately.

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SALIENT DATES AND TIMES

2017

Record date to determine which Holdsport Shareholders are eligible to receive the Scheme Circular (Record Date) Friday, 25 August

Circular posted to Holdsport Shareholders and notice convening the Scheme Meeting released on SENS on Thursday, 31 August

Notice convening Scheme Meeting published in the South African press Friday, 1 September

Last day to trade Holdsport Shares in order to be recorded in the Register to vote at the Scheme Meeting (Voting Last day to Trade) Tuesday, 19 September

Record date to be eligible to vote at the Scheme Meeting, being the Scheme Voting Record Date, by close of trade on Friday, 22 September

Last day to lodge Form of Proxy in respect of the Scheme Meeting by 11:00 on Friday, 29 September

Last date for Holdsport Shareholders to give notice of their objections to the special resolution approving the Scheme by no later than 11:00 on Tuesday, 3 October

Scheme Meeting to be held at 11:00 on Tuesday, 3 October

Results of the Scheme Meeting released on SENS on Tuesday, 3 October

Results of Scheme Meeting published in the South African press Wednesday, 4 October

If the Scheme is approved by Holdsport Shareholders at the Scheme Meeting:

Last day for Shareholders who voted against the Scheme to require Holdsport to seek court approval for the Scheme in terms of section 115(3)(a) of the Companies Act, if at least 15% of the total votes of Shareholders at the Scheme Meeting were exercised against the Scheme Tuesday, 10 October

Last date on which Holdsport Shareholders can make application to the Court in terms of section 115(3)(b) of the Companies Act Tuesday, 17 October

Last date for Holdsport to give notice of adoption of the special resolution approving the Scheme to Dissenting Shareholders in accordance with section 164 of the Companies Act Tuesday, 17 October

The following dates assume that no Court approval or review of the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes unconditional:

Finalisation Date expected to be on Tuesday, 10 October

Finalisation Date announcement expected to be released on SENS on Tuesday, 10 October

Finalisation Date announcement expected to be published in the South African Press on Wednesday, 11 October

Expected Scheme last day to trade, being the last day to trade Holdsport Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration (Scheme Last Day to Trade) Tuesday, 17 October

Suspension of listing of Holdsport Shares on the JSE expected to take place at the commencement of trade on Wednesday, 18 October

Announcement released on SENS in respect of the cash payment applicable to fractional entitlements to the Scheme Consideration, based on the VWAP of a Long4Life Share traded on the JSE on Wednesday, 18 October 2017, discounted by 10%, on Thursday, 19 October

Expected Scheme Consideration Record Date, being the date on which Scheme Participants must be recorded in the Register to receive the Scheme Consideration, by close of trade on Friday, 20 October

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2017

Last date on which the Scheme Participants can make an election in respect of the Scheme Consideration by 12:00 on Friday, 20 October

Expected Operative Date of the Scheme on Monday, 23 October

Scheme Consideration expected to be paid/posted to certificated Scheme Participants, who do not apply for Excess Scheme Cash, (provided their Form of Election, Surrender and Transfer (blue) and Documents of Title are received on or prior to 12:00 on the Scheme Consideration Record Date) on or about Monday, 23 October

Dematerialised Scheme Participants, who do not apply for Excess Scheme Cash, expected to have their accounts (held at their CSDP or Broker) credited with the Scheme Consideration on or about Monday, 23 October

Announcement released on SENS in respect of the Excess Scheme Cash Allocation payable to Shareholders that applied for Excess Scheme Cash by 11:00 Tuesday, 24 October

Scheme Consideration expected to be paid/posted to certificated Scheme Participants, who do apply for Excess Scheme Cash, (provided their Form of Election, Surrender and Transfer (blue) and Documents of Title are received on or prior to 12:00 on the Scheme Consideration Record Date) on or about Wednesday, 25 October

Dematerialised Scheme Participants, who do apply for Excess Scheme Cash, expected to have their accounts (held at their CSDP or Broker) credited with the Scheme Consideration on or about Wednesday, 25 October

Termination of the listing of Holdsport Shares on the JSE expected to take place at the commencement of trade on or about Thursday, 26 October

Notes:

1. All dates and times in respect of the Scheme are subject to change by mutual agreement between Holdsport and Long4Life and with the approval of the JSE and/or TRP. The dates have been determined based on certain assumptions regarding the dates by which certain regulatory approvals including, but not limited to, that of the Competition Authorities, JSE and TRP, will be obtained and that no court approval or review of the Scheme will be required. Any change will be released on SENS and published in the South African press.

2. Shareholders are referred to paragraph 5.7 of the Circular (which contains a summary of Dissenting Shareholders’ Appraisal Rights in respect of the Scheme) regarding timing considerations relating to the Appraisal Rights afforded to Shareholders.

3. Shareholders should note that as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore persons who acquire Shares after the Voting Last Day to Trade (i.e. 19 September 2017) will not be eligible to vote at the Scheme Meeting, but will, provided the Scheme is approved and they acquire the Holdsport Shares on or prior to the Scheme Last Day to Trade (expected to be 17 October 2017), participate in the Scheme (i.e. sell their Shares to Long4Life, or its nominee in accordance with the Scheme for the Scheme Consideration).

4. A Shareholder may submit a Form of Proxy at any time before the commencement of the Scheme Meeting (or any adjournment of the Scheme Meeting) or hand it to the Chairman of the Scheme Meeting before the appointed proxy exercises any of the relevant Shareholder’s rights at the Scheme Meeting (or any adjournment of the Scheme Meeting), provided that should a Shareholder lodge a Form of Proxy with the Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and official public holidays) before the Scheme Meeting, such Shareholder will also be required to furnish a copy of such Form of Proxy to the Chairman of the Scheme Meeting before the appointed proxy exercises any of such Shareholder’s rights at the Scheme Meeting (or adjourned or postponed Scheme Meeting).

5. If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.

6. Dematerialised Shareholders are required to notify their duly appointed CSDP or Broker of their election in accordance with the custody agreement entered into between them and their CSDP or Broker in the manner and time stipulated therein. The CSDP or Broker must, in turn, make the election on such Dematerialised Shareholder’s behalf, by no later than the designated date and time set out above, as to the form of the Scheme Consideration selected. Certificated Shareholders are required to have completed the attached Form of Election, Surrender and Transfer (blue) in accordance with its instructions and returned it, together with the relevant Documents of Title, to the Transfer Secretaries, to be received by no later than the designated time and date set out above.

7. All times given in this Circular are local times in the Republic of South Africa.

8. If the Scheme becomes operative, Share certificates may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.

9. The salient dates and times assume that approval from the Competition Authorities is obtained prior to the finalisation announcement on Tuesday, 10 October 2017.

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DEFINITIONS AND INTERPRETATIONS

In this Circular and its annexures, unless otherwise stated or the context indicates otherwise, the words and expressions in the first column shall have the meanings stated opposite them in the second column, and word and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons and unincorporated associations of persons and vice versa, and any reference to one gender shall include the other gender.

“Appraisal Rights” the rights afforded to Holdsport Shareholders in terms of section 164 of the Companies Act, as set out in Annexure 10 to this Circular;

“Broker” any person registered as a “broking member (equities)” in accordance with the provisions of the Financial Markets Act;

“Business Day” any day other than a Saturday, Sunday or a public holiday in South Africa;

“Cash Component” R5.00 payable in cash to Scheme Participants who have selected the Option B Scheme Consideration, plus the Excess Scheme Cash Allocation where applicable;

“cents” South African cents in the official currency of South Africa;

“ Certificated Holdsport Shareholders”

all registered holders of Certificated Holdsport Shares;

“Certificated Holdsport Shares” Shares that have not been Dematerialised and are represented by share certificates or other physical Documents of Title;

“CIPC” Companies and Intellectual Property Commission, established in terms of the Companies Act;

“Circular” this bound document, dated Thursday, 31 August 2017, including the Notice of the Scheme Meeting as well as all of the annexures and attachments to this Circular;

“Common Monetary Area” South Africa, Namibia and the Kingdoms of Lesotho and Swaziland;

“Companies Act” the Companies Act, No. 71 of 2008, as amended;

“Competing Offer” includes inter alia any merger, amalgamation, share exchange, business combination, takeover bid, scheme of arrangement, sale or other disposal of all of the assets or undertaking, recapitalisation, reorganisation, liquidation or similar transaction, or series of transaction which, if completed, would mean that a person (other than Long4Life) would directly or indirectly: (i) acquire or agree to acquire all or substantially all of the assets or business or undertaking of the Holdsport Group; or (ii) acquire or agree to acquire the “prescribed percentage” or more of the voting rights attaching to the Holdsport Shares (or any member the Holdsport Group) as contemplated in section 123(1) of the Companies Act;

“Competition Act” the Competition Act 89 of 1998, as amended;

“Competition Authorities” the commission established pursuant to Chapter 4, Par t A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be and the Namibian Competition Authority established under the Namibian Competition Act;

“Conditions Precedent” the conditions precedent to which the Scheme is subject, as set out in paragraph 5.2 of the Circular;

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“Court” any South African court with competent jurisdiction to approve the implementation of the special resolution set out in the notice convening the Scheme Meeting pursuant to section 115 of the Companies Act and/or to determine the fair value of Holdsport Shares and make an order pursuant to section 164(14) of the Companies Act;

“CSDP” Central Securities Depository Participant, being a “participant” as defined in section 1 of the Financial Markets Act;

“Dematerialise” or “Dematerialisation”

the process by which securities held by Certificated Holdsport Shareholders are converted or held in an electronic form as uncertificated securities and recorded in a sub-register of security holders maintained by a CSDP or Broker;

“ Dematerialised Holdsport Shareholders”

Shareholders who hold Holdsport Shares which have been dematerialised in terms of the requirements of Strate;

“Dematerialised Holdsport Shares” Shares that have been Dematerialised or have been issued in Dematerialised form;

“Dissenting Shareholders” Holdsport Shareholders who exercise Appraisal Rights in terms of section 164 of the Companies Act and in respect of whom none of the events set out in section 164(9)(a) or (b) of the Companies Act has occurred;

“Documents of Title” a share certificate, certified transfer deed, balance receipt and/or any other form of acceptable document of title acceptable to Holdsport in respect of Holdsport Shares;

“EBITDA” earnings before interest, tax, depreciation and amortisation;

“Effective Date” means the 3rd Business Day after the last Conditions Precedent is fulf illed or waived, as the case may be, and the Scheme will be implemented at the earliest date after the Effective Date;

“EFT” Electronic Funds Transfer;

“ENS” Edward Nathan Sonnenbergs Incorporated (registration number 2006/018200/21), a personal liability company duly registered and incorporated in accordance with the laws of South Africa and the legal adviser to the Company;

“EPS” earnings per share;

“Excess Cash Payment Date” the date on which the Excess Scheme Cash is expected to be paid, being Wednesday, 25 October 2017;

“Excess Scheme Cash Allocation” the Excess Scheme Cash allocated to those Scheme Participants, who in addition to electing the Option B Scheme Consideration, apply for the Excess Scheme Cash, pro rata to such Scheme Participants’ relative holdings of Scheme Shares;

“Excess Scheme Cash” to the extent that certain Scheme Participants elect the Option A Scheme Consideration and not the Option B Scheme Consideration, the excess cash available subject to the Maximum Cash Scheme Consideration;

“Exchange Control Regulations” Exchange Control Regulations, 1961, as amended, issued under section 9 of the Currency and Exchanges Act No. 9 of 1933, as amended;

“Excluded Dissenting Shareholders”Dissenting Shareholders who accept an offer made to them by the Company in terms of section 164(11) of the Companies Act or, pursuant to an order of Court, tender their Holdsport Shares to Holdsport in terms of section 164(15)(v) of the Companies Act;

“Finalisation Date” the date on which all the Conditions Precedent have been fulfilled or waived, as the case may be;

“Financial Markets Act” the Financial Markets Act No. 19 of 2012, as amended;

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“Firm Intention Announcement” the joint announcement by Holdsport and Long4Life setting out the terms of a firm intention by Long4Life to effect the Scheme, as released on SENS on Tuesday, 25 July 2017;

“Firm Intention Offer Letter” or “Offer Letter”

the letter by Long4Life regarding the Proposed Transaction and containing, inter alia, the basis and terms of the Proposed Transaction and which governs, inter alia, the implementation of the Scheme;

“Forfeitable Share Plan” the Holdsport Forfeitable Share Plan;

“Forfeitable Share Plan Participant”

a Holdsport employee who has accepted or is deemed to have accepted a Forfeitable Share Plan award under the Forfeitable Share Plan and includes the executor of such employee’s deceased estate where appropriate;

“Forfeitable Share Plan Rules” The rules of the Forfeitable Share Plan, as amended from time to time;

“Foreign Shareholder” a Holdsport Shareholder who is a non-resident of South Africa as contemplated in the Exchange Control Regulations;

“Form of Proxy” the form of proxy (yellow) attached to this Circular;

“ Form of Election, Surrender and Transfer”

the form of election, surrender and transfer (blue) of Documents of Title attached to this Circular;

“HEPS” headline earnings per Share;

“ Holdsport Board” or “Directors of Holdsport”

the board of directors of Holdsport at the Last Practicable Date, whose details are set out on page 17 of this Circular;

“Holdsport Group” Holdsport and its subsidiaries;

“Holdsport Independent Board” those members of the Holdsport Board who have been elected by the Holdsport Board as being independent for the purpose of considering the Proposed Transaction, in accordance with regulation 108(8) of the Takeover Regulations, namely Syd Muller, Bryan Hopkins, Keneilwe Moloko and Phillip Matlakala;

“Holdsport Shareholders” or “Shareholders”

registered holders of Holdsport Shares;

“Holdsport Shares” or “Shares” ordinary shares with no par value in the issued share capital of Holdsport;

“Holdsport” or “the Company” Holdsport Limited (registration number 2006/022562/06), a public company duly incorporated in accordance with the laws of South Africa, the shares of which are listed on the JSE;

“IFRS” International Financial Reporting Standards;

“Income Tax Act” the Income Tax Act No. 58 of 1962, as amended;

“Independent Expert” or “PSG” PSG Capital Proprietary Limited (registration number 2006/015817/07), a private company duly incorporated in accordance with the laws of South Africa, appointed by the Holdsport Independent Board in terms of the Takeover Regulations;

“Inhle” Inhle Beverages Proprietary Limited (registration number 2004/035988/07), a private company duly incorporated in accordance with the laws of South Africa;

“JSE” the Johannesburg Stock Exchange, operated by JSE Limited (registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and listed on the Main Board of the JSE, licensed as an exchange under the Financial Markets Act;

“KPMG” KPMG Incorporated, registered auditors, being the reporting accountant to Holdsport and Long4Life;

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“Last Practicable Date” Thursday, 24 August 2017 being the last practicable date prior to the finalisation of this Circular;

“Listings Requirements” the listings requirements of the JSE;

“Long Stop Date” means no later than 120 days after the Signature Date, or such later date as may be agreed to between Long4Life and Holdsport;

“ Long4Life Board” or “Directors of Long4Life”

the board of directors of Long4Life at the Last Practicable Date;

“Long4Life Group” Long4Life and its subsidiaries;

“Long4Life Shareholder” registered holders of Long4Life Shares;

“Long4Life Shares” ordinary shares with no par value in the issued share capital of Long4Life;

“Long4Life” Long4Life Limited (registration number 2016/216015/06), a public company duly incorporated in accordance with the laws of South Africa, the shares of which are listed on the JSE;

“Material Adverse Change” means an adverse effect, fact, circumstance which has arisen or occurred or might reasonably be expected to arise or occur in the future (alone or together with any other such actual or potential adverse effect, fact and/or circumstance), and which is Material with regard to the business, condition, assets, liabilities, operations, financial performance, net income and prospects of Holdsport and/or any member of its group (whether as a consequence of the Proposed Transaction or not), and/or any restrictive covenant or covenants or similar provision entered into by Holdsport or any member of its group which will or could reasonably be expected to materially reduce the actual or potential value of Holdsport or its group;

“Material” means in relation to the Material Adverse Change, an adverse impact must have an impact in an amount calculated as being more than 10% of Holdsport’s 2017 audited tangible NAV or if the adverse impact results or is likely to result in a reduction of Holdsport’s EBITDA for the year ending 28 February 2018, in an amount calculated as being more than 7% of the Holdsport 2017 EBITDA. “2017 EBITDA” is Holdsport’s sustainable consolidated EBITDA, before taking into account the foreign exchange adjustment of R19.5 million, calculated with reference to the Holdsport’s audited financial statements as at 28 February 2017. For the purposes of this definition, “value” shall include the value of assets without double counting where a single matter affects more than one measure of value;

“ Maximum Cash Scheme Consideration”

the maximum cash consideration of R204 million, being approximately R5.00 per Scheme Share;

“Namibia” the Republic of Namibia;

“Namibian Competition Act” the Namibian Competition Act No. 2 of 2003;

“ Namibian Competition Authorities”

the relevant Competition Authority, Competition Commission, Competition Tribunal or relevant court having jurisdiction, whichever is applicable, as established by the Namibian Competition Act;

“NAV” the net asset value of Holdsport and/or its group less all intangible assets and goodwill;

“Notice of the Scheme Meeting” the notice convening the Scheme Meeting, which is attached to and forms part of this Circular;

“Offer Period” shall bear the meaning ascribed to such term in section 117(1)(g) of the Companies Act;

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“Operative Date” the Business Day on which Long4Life will commence settling the Scheme Consideration to Scheme Participants, being the first Business Day following the Scheme Consideration Record Date, which is expected to be Monday, 23 October 2017;

“Option A Scheme Consideration” 12.10 Long4Life Shares for every one Scheme Share held by Scheme Participants on the Scheme Consideration Record Date who have elected to receive the Option A Scheme Consideration;

“Option B Scheme Consideration” 11.20 Long4Life Shares and R5.00 payable in cash for every one Scheme Share held by a Scheme Participant who has elected to receive the Option B Scheme Consideration, or who is deemed to have elected the Option B Scheme Consideration by vir tue of having not made a valid election which is received by the Transfer Secretaries before 12:00 on the Scheme Consideration Record Date;

“Own-name Registration” the status of Dematerialised Shareholders who have instructed their CSDP to hold their Dematerialised Shares in their own name on the sub-register (the list of Shareholders maintained by the CSDP and forming part of the Register);

“Proposed Transaction” the offer made by Long4Life, in terms of this Circular to acquire Holdsport Shares by way of a Scheme;

“Prospectus” the prospectus in terms of the Companies Act and Part C of Chapter 4 of the Companies Regulations, in respect of Long4Life, as it will be constituted after implementation of the Scheme, as at the Last Practicable Date, together with the annexures attached thereto, accompanying the Circular;

“R” or “Rand” South African Rand, the official currency of South Africa;

“Ratio Point” each ratio point is equivalent to R5.00;

“Register” Holdsport’s securities register, including the Uncertificated Securities Register;

“Restricted HSP Shares” those Holdsport Shares bearing the meaning as defined in paragraph 9 below;

“SARB” the South African Reserve Bank;

“ Scheme Consideration Record Date”

the third Business Day after the Scheme Last Day to Trade, being the latest date for holders of Holdsport Shares to be registered as such in the Register in order to receive the Scheme Consideration, which date is expected to be Friday, 20 October 2017;

“Scheme” the scheme of arrangement in terms of section 114(1) of the Companies Act, proposed by the Holdsport Board between Holdsport and Holdsport Shareholders, in terms of which, if the Scheme becomes operative, Long4Life will acquire all of the Scheme Shares held by the Scheme Participants for the Scheme Consideration and the Scheme Participants will be obliged to transfer their rights, title and interest in and to the Scheme Shares to Long4Life, subject to the Holdsport Shareholders Appraisal Rights;

“Scheme Consideration” the Option A Scheme Consideration or the Option B Scheme Consideration;

“Scheme Last Day to Trade” being the last day to trade Holdsport Shares on the JSE in order to be registered in the Register on the Scheme Consideration Record Date, which date is expected to be Tuesday, 17 October 2017;

“Scheme Meeting” the meeting of Scheme Members convened in terms of the Companies Act (including any adjournment or postponement thereof), to be held at 11:00 on Tuesday, 3 October 2017 at The Mill House, 1 Canterbury Street, Cape Town to consider and, if deemed fit, adopt with or without modification, the resolutions necessary to approve and implement the Scheme;

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“Scheme Members” Holdsport Shareholders recorded in the Register on the Scheme Voting Record Date, who are lawfully entitled to attend and vote at the Scheme Meeting;

“Scheme Participant(s)” Scheme Members recorded in the register at 17:00 on the Scheme Consideration Record Date; provided that (i) holders of Holdsport Shares who become Excluded Dissenting Shareholders after the Scheme Consideration Record Date will not be regarded as Scheme Participants; and (ii) because Dissenting Shareholders may become Excluded Dissenting Shareholders, Dissenting Shareholders will only be regarded as Scheme Participants once they cease to be Dissenting Shareholders as contemplated in paragraph 5.7 of the Circular;

“Scheme Shares” all of the Holdsport Shares held by Scheme Participants on the Scheme Consideration Record Date, net of Treasury Shares and Shares registered in the name of and beneficially owned by Long4Life;

“Scheme Special Resolution” means Special Resolution Number 1 to the Notice of the Scheme Meeting required to be approved by Holdsport Shareholders in order to implement and give effect to the Scheme;

“Scheme Voting Record Date” the last date to be recorded in the Register in order for Holdsport Shareholders to be eligible to attend, speak and vote at the Scheme Meeting (or any adjournment thereof), being Friday, 22 September 2017;

“SENS” Securities Exchange News Service, the news service operated by the JSE;

“Share Component” The Long4Life Shares to be received under the Option A Scheme Consideration or the Option B Scheme Consideration;

“Signature Date” the date the Offer Letter was signed by the Holdsport Board, being Monday, 24 July 2017;

“Sorbet” Sorbet Holdings Proprietary Limited (registration number: 2004/020621/07), a private company duly incorporated in accordance with the laws of South Africa;

“South Africa” the Republic of South Africa;

“Strate” Strate Proprietary Limited (registration number: 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa, which provides electronic settlement of equities and bonds transactions concluded on the JSE;

“Superior Offer” means an offer has not come about as a result of a breach of paragraph 5.8.2.1 and the Holdsport Board, acting in good faith and in the exercise of its fiduciary or statutory duties, believes that if consummated in accordance with its terms (i) is capable of being valued and implemented, taking into account all aspects of the Competing Offer, including its suspensive conditions; (ii) would, if completed substantially in accordance with its terms, be more favourable to the Holdsport Shareholders than the Proposed Transaction, taking into account all the terms and conditions thereof, including, but not limited to, the f inancial terms of the Competing Offer as well as other relevant factors such as the likelihood of the Competing Offer being completed within a reasonable time and the financing risks related thereto. In making its determination in terms of paragraph 5.8.2.2, the Holdsport Board shall also take into account the Conditions Precedent;

“Takeover Regulations” the Takeover Regulations issued in terms of section 120 of the Companies Act;

“Transfer Secretaries” Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly incorporated in accordance with the laws of South Africa;

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“Treasury Shares” 1 533 148 Shares held by the Holdsport Group;

“TRP” the Takeover Regulation Panel, established in terms of section 196 of the Companies Act;

“Uncertificated Securities Register”the record of Dematerialised Holdsport Shares administered and maintained by a CSDP and which forms part of the Register;

“Unrestricted HSP Shares” those Holdsport Shares bearing the meaning as defined in paragraph 9 below; and

“VWAP” Volume Weighted Average Price.

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DIRECTORS

Executive

KG Hodgson (Chief Executive Officer)JP Loubser (Chief Financial Officer)B Moritz (Chief Operating Officer)

Independent Non-executive

SA Muller (Chairman)BD HopkinsP MatlakalaKR MolokoKA Hedderwick

CIRCULAR TO HOLDSPORT SHAREHOLDERS

1. INTRODUCTION

In the Firm Intention Announcement released by Holdsport and Long4Life on SENS on Tuesday, 25 July 2017, Shareholders were informed that Long4Life had made an offer to acquire the Scheme Shares for the Scheme Consideration in terms of which Scheme Participants can elect to receive either:

• the Option A Scheme Consideration, being 12.10 Long4Life Shares per Scheme Share; or

• the Option B Scheme Consideration, being 11.20 Long4Life Shares and R5.00 payable in cash per Scheme Share.

To the extent that certain Scheme Participants elect the Option A Scheme Consideration and not the Option B Scheme Consideration, those Scheme Participants who elect the Option B Scheme Consideration will be afforded the opportunity to apply for Excess Scheme Cash in accordance with paragraph 5.3.3.

Implementation of the Scheme is subject to the fulfilment or waiver of the Conditions Precedent including, inter alia, approval of the Scheme by Scheme Members.

In the event that the Scheme becomes operative, the listing of all of Holdsport’s Shares on the Main Board of the JSE will be terminated, and Scheme Participants will be deemed to have disposed of all of the Scheme Shares for the Scheme Consideration, thereby constituting Holdsport as a wholly-owned subsidiary of Long4Life.

2. PURPOSE OF THIS CIRCULAR

The purpose of this Circular is to provide Holdsport Shareholders with relevant information regarding the Scheme, including, inter alia, the report of the Independent Expert prepared in terms of section 114(3) of the Companies Act, the recommendation of the Holdsport Independent Board in respect of the Scheme, and to give notice convening the Scheme Meeting in order to consider and, if deemed fit, to pass with or without modification the resolutions necessary to approve and implement the Scheme in accordance with the Companies Act and the Takeover Regulations. A notice convening the Scheme Meeting is attached to, and forms part of, this Circular.

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3. NATURE OF THE BUSINESS OF LONG4LIFE AND HOLDSPORT

3.1 Long4Life

Long4Life is an investment holding company with a lifestyle focus that seeks to generate superior returns for Long4Life Shareholders over the medium- to long-term. Long4Life plans to invest primarily in businesses with attractive growth prospects, led by strong, entrepreneurial-minded management teams. The Long4Life Board, who collectively have a wealth of operational and deal-making experience across various industries, are responsible for capital allocation and play an active role in identifying and approving attractive investment opportunities.

Long4Life operates a decentralised management structure, providing financial, strategic and management support to its investee companies. Long4Life takes a long-term view on investments, while retaining the flexibility to dispose of investments which no longer meet the investment criteria and the agility to take advantage of opportunities as they arise.

On 14 July 2017, Long4Life informed its shareholders that a Share Purchase Agreement had been concluded to acquire the entire issued share capital of Sorbet for a maximum consideration of R116 million, to be settled through a combination of cash and Long4Life shares. The acquisition is subject to a number of conditions precedent. Further information regarding the acquisition of Sorbet can be obtained in the Prospectus.

On 23 August 2017, Long4Life informed its shareholders that a Share Purchase Agreement had been concluded to acquire the entire issued share capital of Inhle for a maximum consideration of R360 million, to be settled through a combination of cash and Long4Life shares. The acquisition is subject to a number of conditions precedent. Further information regarding the acquisition of Inhle can be obtained in the Prospectus.

3.2 Holdsport

Holdsport is a leading South African cash retailer selling sport, leisure and recreational merchandise through a national store network operating the Sportsmans Warehouse and Outdoor Warehouse retail chains. The store network operates large-format stores that are mostly located in value centres in retail nodes located in South Africa and Windhoek, Namibia and recently entered Mall of Africa through a smaller-format Sportmans Warehouse store.

Sportsmans Warehouse provides a range of sports equipment, footwear and apparel catering for both individual and team sports. It operates out of 38 stores in South Africa and one in Windhoek, Namibia.

Outdoor Warehouse sells a wide range of outdoor and camping equipment, apparel and related merchandise. The focus of the chain is camping, hiking, off-road and general open-air recreation. Outdoor Warehouse operates out of 24 stores around South Africa and one in Windhoek, Namibia.

Holdsport also owns a wholesale division, Performance Brands, which is a developer and wholesaler of technical apparel and equipment. The portfolio includes the well-known brands First Ascent and Capestorm, as well as two new brands in Second Skins (technical sportswear) and African Nature (outdoor safari brand) recently acquired during 2016.

4. RATIONALE FOR THE PROPOSED TRANSACTION

4.1 Long4Life’s rationale for the Proposed Transaction

The Long4Life Board believes that the Proposed Transaction will fulfil the majority of Long4Life’s stated investment criteria, and that the acquisition of Holdsport will prove to be a key acquisition in building the Long4Life investment platform.

4.2 Holdsport’s rationale for the Proposed Transaction

The Holdsport Board’s view is that the Proposed Transaction represents a compelling proposition and attractive opportunity for the Holdsport Shareholders to realise value for their current shareholding, as well as the opportunity to participate in the growth opportunity in Long4Life.

Having Long4Life as the sole shareholder of Holdsport will provide Holdsport with access to Long4Life’s strong balance sheet, providing appetite and capacity for growth both acquisitively and organically, as well as access to Long4Life’s management team providing proven deal making expertise. The Proposed Transaction will provide improved efficiency of the capital structure of the business. The Long4Life platform will also provide support for existing senior management to grow the business.

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5. TERMS AND CONDITIONS OF THE SCHEME

In terms of section 114(1) of the Companies Act, the Holdsport Board proposes the Scheme, as set out in this paragraph 5, between Holdsport and the Holdsport Shareholders.

5.1 The Scheme

5.1.1 Long4Life will acquire the Scheme Shares from the Scheme Participants in exchange for the Scheme Consideration.

5.1.2 Subject to the Scheme becoming unconditional, with effect from the Operative Date:

5.1.2.1 the Scheme Participants (whether they voted in favour of the Scheme or not or abstained or refrained from voting) shall be deemed to have disposed of (and shall be deemed to have undertaken to transfer) their Scheme Shares, free of encumbrances, to Long4Life with effect from the Operative Date in exchange for the Scheme Consideration, and Long4Life shall be deemed to have acquired registered and beneficial ownership of all the Scheme Shares with effect from the Operative Date;

5.1.2.2 the disposal and transfer by each Scheme Participant of the Scheme Shares held by each such Scheme Participant to Holdsport, and the acquisition and ownership of those Scheme Shares by Holdsport, pursuant to the provisions of the Scheme, will be effected;

5.1.2.3 each Scheme Participant shall be deemed to have transferred to Holdsport, with effect from the Operative Date, all of the Scheme Shares held by such Scheme Participant without any further act or instrument being required; and

5.1.2.4 Scheme Participants shall be entitled to receive the Scheme Consideration, subject to the remaining provisions of this paragraph 5.

5.1.3 Each Scheme Participant irrevocably and in rem suam authorises Holdsport, as principal, with power of substitution, to cause the Scheme Shares disposed of by any Scheme Participant in terms of the Scheme to be transferred to, and registered in the name of, Long4Life on or at any time after the Operative Date, and to do all such things and take all such steps (including the signing of any transfer form) as Holdsport in its discretion considers necessary in order to effect that transfer and registration.

5.1.4 The Scheme Consideration shall be settled, in full, in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Holdsport or Long4Life may otherwise be, or claim to be, entitled against a Scheme Participant.

5.1.5 Holdsport, as principal, shall procure that Long4Life complies with its obligations under the Scheme, and Holdsport alone shall have the right to enforce those obligations (if necessary) against Long4Life.

5.1.6 The rights of the Scheme Participants to receive the Scheme Consideration will be rights enforceable by Scheme Participants against Holdsport only. Scheme Participants will be entitled to require Holdsport to enforce its rights in terms of the Scheme against Long4Life.

5.1.7 The effect of the Scheme will, inter alia, be that Long4Life will, with effect from the Operative Date, become the registered and beneficial owner of all Scheme Shares. None of the Scheme Shares will be transferred to any other person.

5.1.8 Long4Life and Holdsport have agreed that, upon the Scheme becoming operative, they will give effect to the terms and conditions of the Scheme and will take all actions and sign all necessary documents to give effect to the Scheme.

5.1.9 As a consequence of the Scheme becoming operative, an application will be made to the JSE for the delisting of the Scheme Shares.

5.2 Conditions Precedent

The implementation of the Scheme is subject to the fulfilment or waiver, as the case may be, of the following Conditions Precedent:

5.2.1 by no later than the Long Stop Date:

5.2.1.1 all regulatory approvals and/or consents as may be necessary to give effect to the Proposed Transaction have been obtained (either unconditionally or subject to conditions acceptable to the parties against whom such conditions will be enforceable), including, without

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limitation, the JSE, TRP, CIPC (in respect of the Prospectus) and/or the Competition Authorities;

5.2.1.2 all necessary Holdsport shareholder resolution approvals as may be necessary to give effect to the Scheme have been obtained, including, but not limited to, the Scheme Special Resolution;

5.2.1.3 the Scheme Special Resolution has been passed and, to the extent required in terms of section 115(3)(a) of the Companies Act, the implementation of the Scheme Special Resolution is approved by the Court and, if applicable, the Company has not elected to treat the Scheme Special Resolution as a nullity in terms of section 115(5) of the Companies Act;

5.2.1.4 if the Scheme Special Resolution has been passed and any person who voted against the Scheme Special Resolution applies to Court within 10 (ten) business days after the vote for a review of the Proposed Transaction in accordance with the requirements of section 115(3)(b) of the Companies Act, (i) no leave is granted by the Court to such person to apply to Court for a review of the Proposed Transaction in accordance with the requirements of section 115(6) of the Companies Act or (ii) if leave is granted by the Court to apply to Court for a review of the Proposed Transaction in accordance with the requirements of section 115(6) of the Companies Act, the Court has not set aside the Scheme Special Resolution in terms of section 115(7) of the Companies Act;

5.2.1.5 within the time period prescribed in section 164(7) of the Companies Act, the Holdsport Shareholders have not exercised Appraisal Rights, by giving valid demands in accordance with the requirements of section 164(5) to 164(8) of the Companies Act, in respect of more than 3% of all the Holdsport Shares;

5.2.1.6 all necessary Long4Life Shareholder resolution approvals as may be necessary to cause the Scheme to be implemented have been obtained, including, but not limited to, the special resolution to be passed in terms of section 41(3) of the Companies Act; and

5.2.1.7 the TRP has issued a compliance certificate in respect of the Proposed Transaction in terms of section 119(4)(b) of the Companies Act;

5.2.2 at any time between 1 March 2017 and 17:00 on the Business Day immediately preceding the Finalisation Date of the Scheme, no Material Adverse Change has arisen in the business of Holdsport.

5.2.3 The Conditions Precedent in:

5.2.3.1 paragraphs 5.2.1.5 and 5.2.2 have been stipulated for the sole benefit of Long4Life and Long4Life shall be entitled to waive the fulfilment of the aforesaid Conditions Precedent (in whole or in part) on or before the date for fulfilment thereof on written notice to Holdsport; and

5.2.3.2 paragraphs 5.2.1.1, 5.2.1.2, 5.2.1.3, 5.2.1.4, 5.2.1.6 and 5.2.1.7 are regulatory in nature and may not be waived, unless Long4Life and Holdsport agree in writing to waive any of the aforesaid Conditions Precedent (or part thereof) on or before the date for fulfilment thereof on the basis that any such regulatory conditions are no longer (or are not) applicable to the Proposed Transaction.

5.3 Scheme Consideration

5.3.1 In the event of the Conditions Precedent to the Scheme being fulfilled, or waived, and the Scheme becoming operative, Scheme Participants can elect to receive either:

5.3.1.1 the Option A Scheme Consideration, being 12.10 Long4Life Shares per Scheme Share; or

5.3.1.2 the Option B Scheme Consideration, being 11.20 Long4Life Shares and R5.00 payable in cash per Scheme Share;

provided further that; (i) in the absence of an election being received by the Transfer Secretaries by 12:00 on the Scheme Consideration Record Date, Scheme Participants will be deemed to have elected to receive the Option B Scheme Consideration; and (ii) Dissenting Shareholders who become Scheme Participants after the Scheme Consideration Record Date, as contemplated in paragraph 5.7 below, will be deemed to have elected to receive the Option B Scheme Consideration.

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5.3.2 To the extent that certain Scheme Participants elect the Option A Scheme Consideration and not the Option B Scheme Consideration, those Scheme Participants who elect the Option B Scheme Consideration will be afforded the opportunity to apply for Excess Scheme Cash.

5.3.3 Allocations of Excess Scheme Cash will be done between the Scheme Participants who elected to apply for Excess Scheme Cash, pro rata to their relative holdings of Scheme Shares. The allocation of Excess Scheme Cash will result in a reciprocal increase in the Cash Component and a decrease in the Share Component for Scheme Participants who elect to apply for Excess Scheme Cash. Any increase in the Cash Component and reciprocal decrease in the Share Component will be in intervals of whole Ratio Points and not fractions of Ratio Points. The total cash to be paid to all Scheme Participants will not exceed the Maximum Cash Scheme Consideration.

5.4 Fractions

5.4.1 Where a Scheme Participant’s entitlement to the Scheme Consideration, results in a fractional Share Component entitlement, such fraction of a Long4Life Share will be rounded down to the nearest whole number, resulting in allocations of whole Long4Life Shares and a cash payment will be made to the Scheme Participant for the fraction.

5.4.2 The applicable cash payment will be determined with reference to the VWAP of a Long4Life Share traded on the JSE on Wednesday, 18 October 2017, discounted by 10%. The basis for the applicable cash payment will be announced on SENS on Thursday, 19 October 2017.

5.4.3 For illustrative purposes, this Circular assumes the VWAP of a Long4Life Share traded on the JSE on Wednesday, 18 October 2017 to be 615 cents. The basis for the applicable cash payment would therefore be 553.5 cents (615 cents discounted by 10%).

5.4.4 Example of fractional entitlement:

This example assumes that a Scheme Participant holds 125 Scheme Shares at the close of business on the Scheme Consideration Record Date and that Scheme Participant elects the Option A Scheme Consideration.

Long4Life Share entitlement = 125 × 12.10 (being the Share Component entitlement under the Option A Scheme Consideration on the Scheme Consideration Record Date)

= 1 512.5 Long4Life Shares. The rounding provision described above is then applied and the Shareholder will receive:

1 512 Long4Life Shares in respect of the 125 Scheme Shares held and a cash payment for the fractional entitlement based on the 553.5 cents noted above of 553.5 x 0.5 = 276.75 cents.

5.5 Settlement of the Scheme Consideration

5.5.1 Subject to paragraphs 5.5.2 and 5.5.4 below and subject to the Scheme becoming operative, Scheme Participants will be entitled to receive the Scheme Consideration.

5.5.2 Settlement of the Scheme Consideration is subject to the Exchange Control Regulations, the salient provisions of which are set out in Annexure 8 to this Circular.

5.5.3 Holdsport or its agents will administer and effect payment of the Cash Component of the Option B Scheme Consideration and/or will transfer or post the Long4Life Share Component of the Scheme Consideration to Scheme Participants.

5.5.4 Scheme Participants who hold Dematerialised Holdsport Shares will:

5.5.4.1 if they are not Dissenting Shareholders on the Scheme Consideration Record Date, have their accounts held at their CSDPs credited with the Scheme Consideration and debited with the Scheme Shares they are transferring to Long4Life pursuant to the Scheme on the Operative Date; or

5.5.4.2 if they are still Dissenting Shareholders on the Scheme Consideration Record Date, have their accounts held at their CSDPs credited with the Scheme Consideration and debited with the Scheme Shares that they are transferring to Long4Life pursuant to the Scheme within three Business Days of the date on which they cease to be Dissenting Shareholders and become Scheme Participants.

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5.5.5 Scheme Participants who hold Certificated Holdsport Shares and who are not Dissenting Shareholders on the Scheme Consideration Record Date, will:

5.5.5.1 if they have surrendered their Documents of Title and have completed a Form of Election, Surrender and Transfer (blue) which is delivered, to the Transfer Secretaries on or before 12:00 on the Scheme Consideration Record Date, have their share certificates in respect of the Share Component posted to them, at their risk, within three Business Days of the Operative Date and receive the Cash Component by way of an EFT by completing the relevant section of the Form of Election, Surrender and Transfer (blue), in which case the Cash Component will be paid to them on the Operative Date by way of EFT;

5.5.6 if they have surrendered their Documents of Title and have completed a Form of Election, Surrender and Transfer (blue) and delivered it, to the Transfer Secretaries after 12:00 on the Scheme Consideration Record Date, have their share certificates in respect of the Share Component posted to them, at their risk, within three Business Days of the Transfer Secretaries receiving their Documents of Title and completed Form of Election, Surrender and Transfer (blue), and receive the Cash Component by way of an EFT by completing the relevant section in Form of Election, Surrender and Transfer (blue), within three Business Days of the Transfer Secretaries receiving their Documents of Title and completed Form of Election, Surrender and Transfer (blue). Scheme Participants who hold Certificated Holdsport Shares that apply for Excess Scheme Cash, have surrendered their Documents of Title and have completed a Form of Election, Surrender and Transfer (blue) which is delivered to the Transfer Secretaries on or before 12:00 on the Scheme Consideration Record Date, will only be paid the Cash Component on the Excess Cash Payment Date.

5.5.7 Scheme Participants who hold Certificated Holdsport Shares and who are Dissenting Shareholders on the Scheme Consideration Record Date, but who become Scheme Participants after the Scheme Consideration Record Date, will need to surrender their Documents of Title, together with completed Forms of Election, Surrender and Transfer (blue), to the Transfer Secretaries, and will have their share certificates in respect of the Share Component and/or cheques in respect of the Cash Component posted to them, at their risk, within three Business Days of the later of the date on which the Transfer Secretaries receive their Documents of Title and completed Form of Election, Surrender and Transfer (blue) and the date on which they cease to be Dissenting Shareholders. As noted in paragraph 5.3.1 above, such Scheme Participants will be deemed to have elected to receive the Option B Scheme Consideration.

5.5.8 Where, on or subsequent to the Operative Date, a person, who was not a registered holder of Scheme Shares on the Scheme Consideration Record Date, tenders to the Transfer Secretaries Documents of Title together with a duly stamped Form of Election, Surrender and Transfer (blue), purporting to have been executed by or on behalf of the registered holder of such Scheme Shares and, provided that the Scheme Consideration shall not already have been posted or delivered to the registered holder of the relevant Scheme Shares, then such transfer may be accepted by Holdsport as if it were a valid transfer to such person of the Scheme Shares concerned, provided that Long4Life and Holdsport have been, if so required by either or both of them, provided with an indemnity on terms acceptable to them in respect of such Scheme Consideration.

5.5.9 The Scheme Consideration will be paid to Scheme Participants, in full, in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Holdsport or Long4Life may otherwise be, or claim to be entitled.

5.5.10 If the information regarding authorised dealers is not given or written instructions to the contrary are provided but no address is given, as required in terms of paragraphs 2 and 3 of Annexure 8, the Scheme Consideration will be held in trust by Holdsport, or the Transfer Secretaries on behalf of Holdsport, for the Scheme Participants concerned, pending receipt of the necessary information or instructions. No interest will be paid on the Scheme Consideration so held.

5.5.11 If the Scheme becomes operative and a Scheme Participant has failed to return a completed Form of Election, Surrender and Transfer (blue) and return it to the Transfer Secretaries within three years after the Operative Date or, if in the case of a Dissenting Shareholder who subsequently becomes a Scheme Participant pursuant to paragraph 5.5.7 of this Circular, within three years after the date on which such Dissenting Shareholder subsequently became a Scheme Participant as aforesaid, the Share Component of the Scheme Consideration due to such Scheme Participant will be disposed of at the ruling market price and the disposal consideration, less the costs incurred in disposing of the relevant Long4Life Shares, will, together with the Cash Component of the Scheme Consideration due to the

23

Scheme Participants, be paid to the benefit of the Guardian’s Fund of the Master of the High Court, from which it may be claimed by the Scheme Participant, subject to the requirements imposed by the Master of the High Court.

5.6 Effects of the Scheme

The effect of the Scheme will be that Long4Life will, with effect from the Operative Date, become the registered and beneficial owner of all the Scheme Shares.

5.7 Dissenting Shareholders

Holdsport Shareholders are hereby advised of their Appraisal Rights in terms of section 164 of the Companies Act:

5.7.1 Holdsport Shareholders who wish to exercise their Appraisal Rights in terms of the aforementioned section of the Companies Act are required, before the Scheme Special Resolution to approve the Scheme is voted on at the Scheme Meeting, to give notice to the Company in writing objecting to the Scheme Special Resolution in terms of section 164(3) of the Companies Act.

5.7.2 If the Scheme Special Resolution approving the Scheme is adopted by the Company, the Company is required in terms of section 164(4) of the Companies Act, within 10 Business Days after the Company adopts the Scheme Special Resolution, to send a notice to Holdsport Shareholders who gave written notice to the Company objecting to the Scheme Special Resolution and did not withdraw such written notice or vote in support of the Scheme Special Resolution, notifying them that the Scheme Special Resolution has been adopted.

5.7.3 Holdsport Shareholders who gave written notice to the Company in terms of section 164(1) of the Companies Act (and have not withdrawn that notice), who voted against the Scheme Special Resolution approving the Scheme and who have complied with all the procedural requirements set out in section 164 may, in terms of sections 164(5) to 164(8) of the Companies Act, within 20 Business Days of receiving notice from the Company in terms of section 164(4) of the Companies Act, demand that the Company pay them a fair value for the Holdsport Shares held by that Holdsport Shareholder and in respect of which they have given the aforesaid written notice.

5.7.4 If the Company receives a demand in terms of sections 164(5) to 164(8) of the Companies Act and such demand is not withdrawn by the Operative Date, the Company shall, in accordance with section 164(11) of the Companies Act, within five Business Days of the Operative Date, make an offer to those Holdsport Shareholders to purchase such Holdsport Shares.

5.7.5 A Dissenting Shareholder who has sent a demand in terms of sections 164(5) to 164(8) may withdraw that demand before Holdsport makes an offer in accordance with section 164(11) of the Companies Act or if Holdsport fails to make such an offer. If a Dissenting Shareholder voluntarily withdraws its demand made in terms of sections 164(5) to 164(8) of the Companies Act, it will cease to be a Dissenting Shareholder and will become a Scheme Participant whose Holdsport Shares will be acquired by Long4Life, in accordance with paragraph 5.5 above, with retrospective effect from the Operative Date.

5.7.6 A Dissenting Shareholder who has sent a demand in terms of sections 164(5) to 164(8) has no further rights in respect of the Holdsport Shares in respect of which it has made such demand, other than to be paid the fair value of such Holdsport Shares, unless:

5.7.6.1 that Dissenting Shareholder withdraws that demand before Holdsport makes an offer in accordance with section 164(11) of the Companies Act;

5.7.6.2 Holdsport fails to make an offer in accordance with section 164(11) of the Companies Act and that Dissenting Shareholder withdraws its demand; or

5.7.6.3 Holdsport makes an offer in accordance with section 164(11) of the Companies Act below and the Dissenting Shareholder allows such offer to lapse,

in which case that Holdsport Shareholder’s rights shall, in terms of section 164(10) of the Companies Act, be reinstated without interruption.

5.7.7 The offer made in accordance with section 164(11) of the Companies Act will, in terms of section 164(12)(b) of the Companies Act, lapse if it is not accepted by the Dissenting Shareholder within 30 Business Days after it was made. If the Dissenting Shareholder allows that offer to lapse, it

24

will cease to be a Dissenting Shareholder and will become a Scheme Participant whose Holdsport Shares will be acquired by Long4Life, in accordance with paragraph 5.5 above, with retrospective effect from the Operative Date.

5.7.8 A Dissenting Shareholder who accepts an offer made in terms of section 164(11) of the Companies Act will become an Excluded Dissenting Shareholder and will not participate in the Scheme. The Excluded Dissenting Shareholder must thereafter, if it (i) holds Certificated Holdsport Shares tender the Documents of Title in respect of such Certificated Holdsport Shares to Holdsport or the Transfer Secretaries, or (ii) holds Dematerialised Holdsport Shares, instruct its CSDP or Broker to transfer those Holdsport Shares to Holdsport or the Transfer Secretaries. Holdsport must pay that Excluded Dissenting Shareholder the agreed amount within 10 Business Days after the Excluded Dissenting Shareholder has accepted the offer and tendered the Documents of Title or directed the transfer to Holdsport of the Dematerialised Holdsport Shares.

5.7.9 A Dissenting Shareholder who considers the offer made by Holdsport in accordance with section 164(11) of the Companies Act to be inadequate, may, in accordance with section 164(14) of the Companies Act, apply to a Court to determine a fair value in respect of the Holdsport Shares that were the subject of that demand, and an order requiring Holdsport to pay the Dissenting Shareholder the fair value so determined. The Court will, in accordance with section 164(15)(v) of the Companies Act, be obliged to make an order requiring:

5.7.9.1 the Dissenting Shareholders to either withdraw their respective demands or to tender their Holdsport Shares as contemplated in paragraph 5.7.10; and

5.7.9.2 Holdsport to pay the fair value in respect of the Holdsport Shares (as determined by the Court) to each Dissenting Shareholder who tenders its Holdsport Shares, subject to any conditions the Court considers necessary to ensure that Holdsport fulfills its obligations under section 164 of the Companies Act.

5.7.10 If, pursuant to the order of the Court, any Dissenting Shareholder withdraws its demand, the Dissenting Shareholder will cease to be a Dissenting Shareholder and will become a Scheme Participant whose Holdsport Shares will be acquired by Long4Life, in accordance with paragraph 5.5 above, with retrospective effect from the Operative Date.

5.7.11 If, pursuant to the order of the Court, a Dissenting Shareholder tenders its Holdsport Shares to Holdsport, such Dissenting Shareholder will become an Excluded Dissenting Shareholder and will not participate in the Scheme.

5.7.12 A copy of section 164 of the Companies Act, which sets out the Appraisal Rights, is included in Annexure 10 to this Circular.

5.8 Exclusivity and break fee

5.8.1 The Firm Intention Offer Letter contains provisions relating to the implementation of the Proposed Transaction and certain undertakings.

5.8.2 In this regard, Holdsport has undertaken that, during the period between the Signature Date and the Effective Date, it will not (and will procure that no other member of the Holdsport Group or any of their directors, officers, agents and/or professional advisers), directly or indirectly, save as may be required by applicable law (including the fiduciary duties of the Holdsport Board):

5.8.2.1 solicit, invite, initiate or encourage any expression of interest, enquiry, proposal or offer regarding a Competing Offer;

5.8.2.2 participate in any discussions or negotiations regarding a Competing Offer, unless such an offer is a Superior Offer;

5.8.2.3 agree to, approve or recommend a Competing Offer, unless the Competing Offer constitutes a Superior Offer; or

5.8.2.4 enter into any agreement related to a Competing Offer, unless such offer has not come about as a result of a breach of paragraph 5.8.2.1 and constitutes a Superior Offer.

5.8.3 Holdsport has agreed to notify Long4Life of and provide Long4Life with, save as may prohibited by applicable law (including the fiduciary duties of the Holdsport Board) or any confidentiality obligation of Holdsport in relation to the Competing Offer, the name of the person from whom it receives a

25

Competing Offer, copies of all other due diligence material exchanged between such person and Holdsport to the extent not already provided to Long4Life and the details of the material terms and conditions of the Competing Offer.

5.8.4 If Holdsport announces a Superior Offer, Long4Life will have 20 Business Days to match or better the Competing Offer, in which event, Holdsport shall not be entitled to implement the Competing Offer.

5.8.5 Each of Long4Life and Holdsport has undertaken to the other to pay a break fee equal to the actual costs incurred for professional advisers fees and expenses in connection with the Proposed Transaction limited to a maximum amount of R5 million (representing 0.2% of the Scheme Consideration) if, inter alia, –

5.8.5.1 in the case of Holdsport: (i) the Holdsport Independent Board after recommending that the Holdsport Shareholders vote in favour of the Scheme withdraws its recommendation for the Scheme, (ii) the Independent Holdsport Board recommends a Competing Offer, or (iii) it breaches any of its material undertakings in relation to the Proposed Transaction, which, if capable of being remedied, is not timeously remedied; or

5.8.5.2 in the case of Long4Life: (i) the Long4Life Shareholders do not pass the requisite ordinary and special resolutions required to be passed by them in order to implement the Scheme; or (ii) if Long4Life fails to take all steps that are reasonably required in order to procure the implementation of the Scheme within the timeframes required for such steps in terms of the Companies Act, the Takeover Regulations and the JSE (or such extended periods of time as may be approved by the relevant regulatory authorities).

5.9 Funding of the Scheme Consideration

5.9.1 Share Component

Long4Life has sufficient authorised but unissued ordinary shares in its share capital to settle the Share Component of the Option A Scheme Consideration or the Option B Scheme Consideration, which ever may become applicable.

5.9.2 Cash Component

The Maximum Cash Scheme Consideration, as well as its other expenses related to the Proposed Transaction, will be funded by Long4Life through use of the existing resources of Long4Life.

Long4Life has delivered to the TRP an irrevocable, unconditional bank guarantee (in conformity with Regulations 111(4) and 111(5) of the Takeover Regulations) issued by The Standard Bank of South Africa Limited for the Maximum Cash Scheme Consideration.

5.10 Foreign Shareholders and Exchange Control Regulations

Annexure 8 to this Circular contains a summary of the Exchange Control Regulations as they apply to Scheme Participants. Scheme Participants who are Foreign Shareholders must satisfy themselves as to the full observance of the laws of any relevant jurisdiction concerning the receipt of the Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, Scheme Participants should consult their professional advisers immediately.

5.11 Restricted Jurisdictions

5.11.1 To the extent that the release, publication or distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of such jurisdiction, then this Circular is deemed to have been provided for information purposes only and neither the Holdsport Board nor the Long4Life Board accept any responsibility for any failure by Foreign Shareholders to inform themselves about, and to observe, any applicable legal requirements in any such relevant foreign jurisdiction.

5.11.2 Holdsport Shareholders who are in doubt as to their position should consult their professional advisers immediately.

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6. TAX CONSEQUENCES FOR SHAREHOLDERS

The tax implications of the Scheme on Shareholders will depend on the individual tax circumstances of each Shareholder. Shareholders should seek advice from appropriate professional advisers if they are in any doubt whatsoever about their tax position.

7. PRO FORMA EARNINGS AND NET ASSET VALUE EFFECTS PERTAINING TO THE SCHEME

7.1 Holdsport Shareholder

7.1.1 The table below sets out the pro forma financial effects of the election of the Scheme on a Holdsport Shareholder.

7.1.2 Pro forma financial effects are presented in respect of the year ended 28 February 2017 for purposes of the Companies Act, Regulation 106 requirements as well as the JSE Listings Requirements.

7.1.3 The reasonable assurance report on the pro forma financial information relating to a Holdsport Shareholder prepared by the Independent Reporting Accountant to Holdsport is set out in Annexure 3 to this Circular.

7.1.4 The summary pro forma financial effects of the Scheme on Holdsport Shareholders, for which the Holdsport and Long4Life Board is responsible, has been provided for illustrative purposes only to provide information about how the election of the Scheme may have affected Holdsport Shareholders.

7.1.5 Due to its nature, the pro forma financial information may not be a true reflection of the actual impact of the election of the Scheme.

7.1.6 Holdsport’s results have been consolidated into Long4Life’s results in order to produce pro forma financial information of the Consolidated Group (“Consolidated Group”) after implementation of the Scheme. It should be noted that the consolidated Holdsport Group will not remain as a stand-alone group post the Scheme. Clarity on the consolidation adjustments has been provided in Annexure 2 to this Circular.

7.1.7 The pro forma financial information of the Consolidated Group has been prepared in accordance with IFRS and Long4Life’s accounting policies. The pro forma financial information of the Consolidated Group has been prepared on the assumption that the Scheme became effective on 1 March 2016 for the statement of comprehensive income and 28 February 2017 in respect of the statement of financial position from a Holdsport perspective and on 1 April 2016 for the statement of comprehensive income and 31 March 2017 in respect of the statement of financial position from a Long4Life perspective.

7.1.8 The pro forma financial effects on Holdsport Shareholders have been derived by multiplying the pro forma financial information of the Consolidated Group by the switch ratio applicable to the Share Component of the Scheme Consideration, being:

A. 12.10 Long4Life Shares per Scheme Share under the Option A Scheme Consideration; and

B. 11.20 Long4Life Shares and R5.00 payable in cash per Scheme Share under the Option B Scheme Consideration.

7.1.9 Although the market capitalisation of Holdsport as at the Last Practicable Date is larger than Long4Life’s market capitalisation, both the Holdsport Board and the Long4Life Board are of the view that the Scheme should not be disclosed as a reverse acquisition in accordance with IFRS. With reference to the pertinent facts and circumstances, the following consideration as laid out in IFRS3 Business Combinations Appendix B15 and B16, were taken into account to reach this conclusion:

• Long4Life’s current total assets and net asset value are both greater than that of Holdsport based on its latest reported figures, being 31 March 2017 and 28 February 2017, respectively;

• The senior management of the combined group will be controlled by Long4Life management after the Scheme; and

• The Scheme Consideration represents a premium over the pre-transaction market value of Holdsport.

7.1.10 The Directors of Holdsport and Long4Life are responsible for the preparation of the pro forma financial information contained in this Circular, the table below and Annexure 2.

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Pro forma financial effects assuming 100% of Holdsport Shareholders elect the Option A Scheme Consideration or Option B Scheme Consideration

R’000

Before theProposed

Trans-action

Afterelection

of theScheme –Option A

(1)

% changeto

HoldsportShare-

holders

Afterelection

of theScheme –Option B

(1, 2)

% changeto

HoldsportShare-

holders

Basic and diluted earnings per ordinary share cents 455.6 390.7 (14.2%) 388.9 (14.6%)Headline earnings per ordinary share cents 455.0 390.4 (14.2%) 388.6 (14.6%)Core headline earnings per ordinary share cents 489.0 420.5 (14.0%) 417.7 (14.6%)Core headline earnings before foreign exchange effects per ordinary share cents 522.3 439.4 (15.9%) 435.9 (16.6%)Weighted average ordinary shares in issue ’000 41 969 899 260 2 042.7% 862 497 1 955.1%Net asset value per share cents 2 444.7 6 775.7 177.2% 6 740.8 175.7%Tangible net asset value per share cents 1 123.1 3 227.5 187.4% 3 349.5 198.2%Number of ordinary shares in issue ’000 41 889 899 260 2 046.8% 862 497 1 959.0%

Notes:

1. Earnings per share and net asset value per share figures take into account the respective switch ratios for the Option A Scheme Consideration and Option B Scheme Consideration.

2. The pro forma financial effects for the Holdsport Shareholders that have selected the Option B Scheme Consideration has been adjusted to include: (i) the R5 cash to the net asset value and tangible net asset value per share calculations and (ii) the after-tax interest (assumed for the purposes of this calculation to be taxed at the South African corporate tax rate of 28%) on the R5 cash at 7.2875% added to their earnings, headline and core headline earnings per share calculations.

7.2 Long4Life

7.2.1 The table below sets out the pro forma financial effects of the Scheme on the results of Long4Life.

7.2.2 Pro forma financial effects are presented in respect of the year ended 31 March 2017 for purposes of the Companies Act, Regulation 106 requirements as well as the JSE Listings Requirements.

7.2.3 The pro forma consolidated statement of comprehensive income for the year ended 31 March 2017 and pro forma consolidated statement of financial position at 31 March 2017 have been prepared for illustrative purposes only, based on current information available to management, in order to provide information about the financial effects of the Scheme on the financial position and financial results of Long4Life. Due to its nature, the pro forma financial information may not fairly present Long4Life’s financial position, changes in equity and results of operations or cash flows after the Scheme, and are based on the assumptions that:

• for the purpose of calculating earnings per share and headline earnings per share for the year ended 31 March 2017, the Scheme was implemented on 1 April 2016; and

• for the purpose of calculating net asset value per share and net tangible asset value per share at 31 March 2017, the Scheme was implemented on 31 March 2017.

7.2.4 In terms of paragraph 8.26(d) of the JSE Listings Requirements “no changes must be made to pro forma financial information in respect of post statement of financial position events except in respect of any

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post statement of financial position corporate action of the issuer or the target, where it would be misleading not to make an adjustment”. Long4Life’s latest published results released are for the financial year ended 31 March 2017. Post this latest year-end, Long4Life raised R2 billion in capital by way of a private placement of ordinary shares which was open to institutional investors and successfully listed on the JSE on 7 April 2017. The listing of Long4Life constitutes a material corporate action that would have a significant impact on the Long4Life Shareholders and Holdsport Shareholders, and would materially alter the pro forma effects of the Scheme. As such, adjustments have been made to account for the listing.

7.2.5 The pro forma financials effects of the acquisitions of Sorbet and Inhle have not been taken into account as regulatory and non-regulatory conditions precedent remain outstanding at the Last Practicable Date.

7.2.6 The accounting policies of Long4Life have been used in calculating the pro forma financial effects. The accounting policies used are consistent with the existing accounting policies used by Long4Life for its latest annual financial statements for the year ended 31 March 2017 and the accounting policies herein have been applied on the same basis.

7.2.7 Although the market capitalisation of Holdsport as at the Last Practicable Date is larger than Long4Life’s market capitalisation, both the Holdsport Board and the Long4Life Board are of the view that the Proposed Transaction should not be disclosed as a reverse acquisition in accordance with IFRS. With reference to the pertinent facts and circumstances, the following consideration as laid out in IFRS3 Business Combinations Appendix B15 and B16, were taken into account to reach this conclusion:

• Long4Life’s current total assets and net asset value are both greater than that of Holdsport based on its latest reported figures;

• The senior management of the combined group will be controlled by Long4Life management after the Proposed Transaction; and


7.2.8 The Directors of Long4Life are responsible for the preparation of the pro forma financial information contained in this Circular, the table below and Annexure 5.

7.2.9 The detailed pro forma financial information and notes thereto as a result of the Scheme is contained in Annexure 5 to this Circular. The Independent Reporting Accountants’ reasonable assurance report on the pro forma financial information is set out in Annexure 6 to this Circular.

Pro forma financial effects assuming 100% of Holdsport Shareholders elect the Option A Scheme Consideration or Option B Scheme Consideration

R’000

Before theProposed

Trans-action

Afterelection

of theScheme –Option A % change

Afterelection

of theScheme –Option B % change

Basic and diluted earnings/(loss) per ordinary share cents 26.8 32.3 20.7% 32.4 21.0%Headline earnings per ordinary share cents 26.8 32.3 20.6% 32.4 20.9%Weighted average ordinary shares in issue ’000 405 000 899 260 122.0% 862 497 113.0%Net asset value per share cents 489.2 560.0 14.5% 557.2 13.9%Tangible net asset value per share cents 489.2 266.7 (45.5%) 254.4 (48.0%)Number of ordinary shares in issue ’000 405 000 899 260 122.0% 862 497 113.0%

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8. SUSPENSION AND TERMINATION OF THE HOLDSPORT LISTING

Subject to the Scheme becoming operative, the JSE has granted approval for the suspension of the listing on the JSE of the Holdsport Shares with effect from the commencement of trade on the JSE on Wednesday, 18 October 2017 and the termination of the listing on the JSE of the Holdsport Shares from the commencement of trade on Thursday, 26 October 2017.

9. TREATMENT OF SHARE INCENTIVE PLAN

The Holdsport Board has determined that the participants under the Forfeitable Share Plan (who have been issued with Holdsport Shares under the Forfeitable Share Plan in terms of which such participants have full voting rights and dividend rights in respect of such Holdsport Shares) are entitled to participate in the Scheme (equally with all other Holdsport Shareholders) in respect of all of their Holdsport Shares but on the basis that:

• In terms of the Forfeitable Share Plan Rules, a portion of the Holdsport Shares held by a Forfeitable Share Plan Participant would vest (“Unrestricted HSP Shares”) and a portion would not vest (i.e. still be subject to the restrictions contemplated in terms of the Forfeitable Share Plan Rules) (“Restricted HSP Shares”).

• The portion of the Long4Life Shares to be received by such participants as Scheme Consideration pursuant to the implementation of the Scheme attributable to the Restricted HSP Shares will continue to be subject to the same restrictions and other terms and conditions as set out in the award letters issued to such participants.

• Forfeitable Share Plan Participants under the Forfeitable Share Plan Rules who are also Scheme Participants shall only be entitled to elect (and receive) the Option A Scheme Consideration in respect of Restricted HSP Shares.

The Long4Life Board has reviewed the Forfeitable Share Plan and is considering adopting the Forfeitable Share Plan or a plan that is substantially similar to the Forfeitable Share Plan on a group wide basis in 2018, subject to requisite shareholder approval at a shareholder meeting.

10. DIRECTORS’ REMUNERATION AND SERVICE CONTRACTS OF DIRECTORS OF HOLDSPORT

It is not anticipated that the emoluments of the current Directors of Holdsport who may remain on the Holdsport Board, will be materially affected by the Scheme. The business of Holdsport will continue to be managed and operated in accordance with the status quo after the implementation of the Scheme. Any remuneration received by the Directors of Holdsport in the form of Holdsport Shares may in future be awarded in the form of Long4Life Shares.

There are no service contracts in place for executive and non-executive directors to act in their capacity as members of the Holdsport Board. Directors’ fees are subject to annual review and approval by the Shareholders at the annual general meeting and are not guaranteed in terms of any service contracts.

11. INTERESTS OF DIRECTORS OF HOLDSPORT IN HOLDSPORT SHARES

At the Last Practicable Date, the Directors of Holdsport held, directly and indirectly (other than indirectly through Long4Life), beneficial interests in 4 553 104 Holdsport Shares, representing approximately 11.3% of the total Shares. The direct and indirect beneficial interests of the Directors of Holdsport are as follows:

Director

Direct andindirect

interestsForfeitableShare Plan Total %

ExecutiveKG Hodgson 3 261 527 50 000 3 311 527 7.7%B Moritz 626 481 132 729 759 210 1.8%JP Loubser 559 596 132 729 692 325 1.6%Non-executiveKA Hedderwick 60 000 – 60 000 0.1%SA Muller 45 500 – 45 500 0.1%

Total 4 553 104 315 458 4 868 562 11.3%

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Trades in Holdsport Shares entered into by the Directors of Holdsport during the period beginning six months before the Offer Period and ending on the Last Practicable Date are as follows:

Director DateHoldsport

Shares Price Nature

KG Hodgson 22 May 2017 50 000 Nil Awarded Holdsport sharesB Moritz 22 May 2017 33 334 Nil Awarded Holdsport sharesJP Loubser 22 May 2017 33 334 Nil Awarded Holdsport sharesKG Hodgson 9 June 2017 470 000 R57.23 Off-market sale of sharesB Moritz 12 June 2017 70 000 R57.88 On-market sale of sharesKG Hodgson 15 June 2017 12 152 Nil Vesting of Holdsport sharesKG Hodgson 15 June 2017 5 469 R56.50 Off-market sales of sharesB Moritz 15 June 2017 29 597 Nil Vesting of Holdsport sharesB Moritz 15 June 2017 13 319 R56.50 Off-market sales of sharesJP Loubser 15 June 2017 29 597 Nil Vesting of Holdsport sharesJP Loubser 15 June 2017 13 319 R56.50 Off-market sales of shares

In the event that the Scheme is successfully implemented, all of Holdsport Shares would be delisted from the Main Board of the JSE. The following number of Forfeitable Share Plan Shares would vest on the day before Holdsport delists, being the Operative Date:

Total

DirectorExecutiveKG Hodgson 4 686B Moritz 61 836JP Loubser 61 836

Total 128 358

12. INTERESTS OF DIRECTORS OF LONG4LIFE IN HOLDSPORT SHARES

At the Last Practicable Date, the Directors of Long4Life held, directly and indirectly, beneficial interests in, 60 000 Holdsport Shares, representing approximately 0.1% of the total Shares. The direct and indirect beneficial interests of the Directors of Long4Life are as follows:

Beneficial Total TotalDirector Direct Indirect shares %

KA Hedderwick 60 000 – 60 000 0.1%

Total 60 000 – 60 000 0.1%

There were no dealings in Holdsport Shares entered into by the Directors of Long4Life during the six months immediately preceding the Last Practicable Date.

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13. INTERESTS OF LONG4LIFE IN HOLDSPORT SHARES

At the Last Practicable Date, Long4Life held, directly and indirectly, beneficial interests in 769 124 Holdsport Shares, representing approximately 1.8% of the total Shares.

Trades in Holdsport Shares entered into by Long4Life during the period beginning six months before the Offer Period and ending on the Last Practicable Date are as follows:

Date

Number ofHoldsport

Shares Price Nature

23 June 2017 206 555 56.85 Buy30 June 2017 23 902 56.87 Buy3 July 2017 473 561 59.00 Buy11 July 2017 13 657 58.57 Buy20 July 2017 51 449 60.50 Buy

14. INTERESTS OF DIRECTORS OF LONG4LIFE IN LONG4LIFE SHARES

At the Last Practicable Date, the Directors of Long4Life held, directly and indirectly, beneficial interests in, 30 988 573 Long4Life Shares, representing approximately 7.7% of the total shares of Long4Life. The direct and indirect beneficial interests of the Directors of Long4Life are as follows:


B Joffe 6 250 100 19 000 000 25 250 100 6.23%GW Dempster 1 000 000 – 1 000 000 0.25%CS Datnow – 3 600 000 3 600 000 0.88%T Abdool-Samad – 441 900 441 900 0.11%L Jacobs 536 573 – 536 573 0.13%J Joffe 180 000 180 000 360 000 0.09%

7 966 673 23 221 900 31 188 573 7.69%

Trades in Long4Life Shares entered into by the Directors of Long4Life during the period beginning six months before the Offer Period and ending on the Last Practicable Date are as follows:

Director Date

Number ofLong4Life

Shares Price Nature

T Abdool-Samad 20 June 2017 241 900 R6.15 On-market purchase of sharesB Joffe 30 June 2017 250 000 R5.00 Quarterly allocation of ordinary shares (off

market) in lieu of salary as disclosed in the Pre-Listing Statement dated 31 March 2017

15. INTERESTS OF DIRECTORS OF HOLDSPORT IN LONG4LIFE SHARES

At the Last Practicable Date, the Directors of Holdsport held, directly and indirectly, beneficial interests in, 360 000 Long4Life Shares, representing approximately 0.1% of the total shares of Long4Life. The direct and indirect beneficial interests of the Directors of Holdsport are as follows:


SA Muller 360 000 – 360 000 0.1

360 000 – 360 000 0.1

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Trades in Long4Life Shares entered into by the Directors of Holdsport during the period beginning six months before the Offer Period and ending on the Last Practicable Date are as follows:

Director Date

Number ofLong4Life

Shares Price Nature

SA Muller 7 April 2017 360 000 R5.00 Acquisition of shares on listing

16. IRREVOCABLE UNDERTAKINGS AND LETTERS OF COMFORT

Long4Life has received irrevocable undertakings and letters of comfort from certain Holdsport Shareholders to vote the stated number of Holdsport Shares held by them as at the date of the Scheme Meeting either as a principal or on behalf of clients, in favour of the Scheme and the resolutions to be proposed at the Scheme Meeting. Details of shareholdings of parties providing irrevocable undertakings as at the Last Practicable Date are set out below:

PartyNumber

of Shares1

% of SchemeShares

Holdsport management 7 988 035 19.56%Old Mutual Customised Solutions (Pty) Ltd2 1 612 083 3.95%Old Mutual Investment Group (Pty) Ltd2 69 969 0.17%Allan Gray (Pty) Ltd2 4 293 474 10.51%

Total 13 963 561 34.18%

Notes:

1. The shareholding of Holdsport Shares reflected in the irrevocable undertakings provided by Holdsport Shareholders may differ to their shareholding of Holdsport Shares as at the Last Practicable Date due to trading in Holdsport Shares between the Signature Date of the irrevocable undertakings and the Last Practicable Date.

2. On behalf of any clients who are the beneficial owners of the Shares.

3. Dealings in Holdsport Shares and Long4Life Shares for the period beginning six months before the Offer Period and ending on the Last Practicable Date by parties who have provided irrevocable undertakings are detailed in Annexure 13 to this Circular.

As at the Last Practicable Date, letters of comfort amounting to 9 530 694 shares (constituting 23.44% of Scheme Shares) have been received.

17. INTERESTS IN LONG4LIFE SHARES BY PROVIDERS OF IRREVOCABLE UNDERTAKINGS

As at the Last Practicable Date, the following parties as set out in paragraph 16 above held, directly or indirectly, beneficial interests in Long4Life Shares:

PartyNumber of

sharesPercentage

holding

Holdsport management – 0%Old Mutual Investment Group (Pty) Ltd 39 925 326 9.86%Old Mutual Customised Solutions (Pty) Ltd – 0%Allan Gray (Pty) Ltd – 0%

Total 39 925 326 9.86%

18. AGREEMENTS IN RELATION TO THE SCHEME AND OTHER PERSONS ACTING IN CONCERT WITH LONG4LIFE

Other than the irrevocable undertakings as detailed in paragraph 16 of this Circular and provided to Long4Life, no arrangements, agreements or understandings which have any connection with or dependence on the Proposed Transaction exist between Holdsport, the Holdsport Shareholders, Long4Life or any person acting in concert with it, or any Director of Holdsport or any person who was a Director of Holdsport within the period commencing 12 months prior to the date on which the details of the Proposed Transaction was published on SENS, or any person who is or was a Shareholder within the abovementioned period.

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Other than as set out in this Circular, no other agreements exist between Holdsport and any Shareholders, or persons who were Shareholders within the preceding 12 months, which could be considered material to a decision regarding the Scheme to be taken by Shareholders.

19. OPINIONS AND RECOMMENDATIONS

19.1 Appointment of an Independent Expert

The Holdsport Independent Board has appointed the Independent Expert, an independent adviser acceptable to the TRP, to provide an independent professional expert’s opinion regarding the Scheme, and to make appropriate recommendations to the Holdsport Independent Board in the form of a fair and reasonable opinion.

19.2 Report of the Independent Expert

The Independent Expert has, as contemplated in Regulation 110(3) of the Takeover Regulations, performed a valuation on the Holdsport Shares and a valuation on the Long4Life Shares, as contemplated in Regulation 110(10), of the Takeover Regulations.

The report of the Independent Expert also includes the items required by section 114(3) of the Companies Act.

Taking into consideration the terms and conditions of the Scheme, the Independent Expert is of the opinion that such terms and conditions are fair and reasonable to Holdsport Shareholders. Holdsport Shareholders are referred to Annexure 1 to this Circular which sets out the full text of the report of the Independent Expert regarding the Scheme.

19.3 Views of the Holdsport Independent Board

The Holdsport Independent Board, after due consideration of the report of the Independent Expert regarding the Scheme, and in accordance with its responsibilities in terms of Regulation 110 of the Takeover Regulations, has formed a view of the range of the fair value of the Holdsport Shares and the Long4Life Shares, which accords with the valuation range contained in the Independent Expert’s opinion. The Holdsport Independent Board has not received any other offers during the Offer Period or within six months before the Offer Period. The Scheme Consideration is within the Independent Expert’s valuation range for the fair value per Holdsport Share and exceeds the current traded price per Holdsport Share if based on the quoted price per Long4Life Share when the Firm Intention Announcement was announced on SENS on 25 July 2017.

The Holdsport Independent Board, taking into account the report of the Independent Expert regarding the Scheme, has considered the terms and conditions thereof, and are unanimously of the opinion that the terms and conditions of the Scheme are fair and reasonable to Holdsport Shareholders and, accordingly, recommend that Holdsport Shareholders vote in favour of the resolutions to be proposed at the Scheme Meeting.

19.4 Voting of the Holdsport Board

The Directors of Holdsport who hold Holdsport Shares intend to vote such Holdsport Shares in favour of the Scheme.

19.5 Views of the Long4Life Board

Long4Life believes that the Scheme is in the best interests of both Long4Life and Holdsport Shareholders, as well as other stakeholders of the businesses. Accordingly, Long4Life recommends that the Holdsport Shareholders vote in favour of the resolutions required to approve the Scheme.

20. DIRECTOR’S RESPONSIBILITY STATEMENTS

20.1 Holdsport Independent Board and Holdsport Board responsibility statement

The Holdsport Independent Board and Holdsport Board collectively and individually accepts responsibility for the information contained in this Circular to the extent that it relates to Holdsport. In addition, they certify that, to the best of their knowledge and belief, the information contained in this Circular pertaining to Holdsport is true and, where appropriate, the Circular does not omit anything that is likely to affect the importance of the information contained in this Circular pertaining to Holdsport.

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20.2 Long4Life responsibility statement

Long4Life’s Board of Directors collectively and individually accepts responsibility for the information contained in this Circular to the extent that it relates to Long4Life. In addition, they certify that, to the best of their knowledge and belief, the information contained in this Circular pertaining to Long4Life is true and, where appropriate, the Circular does not omit anything that is likely to affect the importance of the information contained in this Circular pertaining to Long4Life.

21. CONSENTS

All the parties listed in the section entitled ‘Corporate information and advisers’ have consented in writing to act in the capacities stated and to their names being stated in this Circular and, where applicable, to the inclusion of their reports in the form and context in which they have been reproduced in this Circular, and have not withdrawn their consents prior to publication of this Circular.

22. COSTS OF THE SCHEME AND EXPENSES

The following expenses and provisions are expected, or have been provided for in connection with the Scheme. All the fees payable to the parties below are exclusive of value added tax:

Expense Payable to Rand (’000)

Financial adviser fees Investec Bank 5 000Legal adviser fees Cliffe Dekker Hofmeyr, Edward Nathan

Sonnenbergs, Baker & McKenzie1 500

Independent reporting accountants fees KPMG, Deloitte 395Independent expert fees PSG 250Printing and other costs INCE 131Sponsor fees (Long4Life) The Standard Bank of South Africa 20Sponsor fees (Holdsport) UBS South Africa –JSE documentation and dispensation fees JSE 28JSE listing fees JSE 463TRP documentation fees TRP 200CIPC fees CIPC 7Competition Authorities filing South African Competition Authorities 110Competition Authorities filing Namibian Competition Authorities 25

Total 8 129

23. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the registered office of Holdsport, from Thursday, 31 August 2017 up to and including the date of the Scheme Meeting:

• the memoranda of incorporation of Holdsport and its subsidiaries and Long4Life;

• a signed copy of the Firm Intention Offer Letter;

• the opinion of the Independent Expert;

• the Independent Reporting Accountants’ Report on the pro forma financial information pertaining to the Scheme for both Long4Life and Holdsport;

• the Holdsport Group annual financial statements for the three years ended 28 February 2015, 29 February 2016 and 28 February 2017;

• the Long4Life Group annual financial statements for the year ended 30 June 2016 and the nine months ended 31 March 2017;

• the letter of approval of this Circular from the TRP;

• copies of the irrevocable undertakings referred to in paragraph 16 of this Circular;

• Forfeitable Share Plan;

• a signed copy of this Circular; and

• a signed copy of the Prospectus.

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SIGNED ON BEHALF OF THE HOLDSPORT INDEPENDENT BOARD

SA Muller31 August 2017

SIGNED ON BEHALF OF THE HOLDSPORT BOARD

JP Loubser31 August 2017

SIGNED ON BEHALF OF THE LONG4LIFE BOARD

B Joffe31 August 2017

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ANNEXURE 1

OPINION OF THE INDEPENDENT EXPERT

25 August 2017

The Independent BoardHoldsport Limited (“Holdsport”)The Mill House1 Canterbury StreetCape Town8001

Dear Sirs,

INDEPENDENT FAIR AND REASONABLE REPORT IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT IN TERMS OF WHICH LONG4LIFE LIMITED WILL ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HOLDSPORT LIMITED

1. INTRODUCTION

In a joint announcement published on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 25 July 2017 by Holdsport Limited (“Holdsport” or “the Company”) and Long4Life Limited (“Long4Life”), shareholders were informed that Long4Life had made an offer to acquire 100% of the issued ordinary share capital of Holdsport (“Scheme Shares”) from Holdsport shareholders (“Holdsport Shareholders”) not already held (the “Proposed Transaction”).

The Proposed Transaction will be implemented by way of a scheme of arrangement (“Scheme”) in terms of section 114(1) of the Companies Act 71 of 2008, as amended (“Companies Act”), to be proposed by the Holdsport board of directors (the “Board”) between Holdsport and Holdsport Shareholders. In terms of the Scheme, Holdsport Shareholders can elect to receive either:

• 12.1 ordinary shares in Long4Life (“Long4Life Shares”) for every one Holdsport Share held by them (“Option A Scheme Consideration”); or

• 11.2 Long4Life Shares and R5.00 in cash for every one Holdsport Share held by them (“Option B Scheme Consideration”), subject to a maximum cash consideration of R204 million,

(Collectively referred to as “the Scheme Consideration”).

Full particulars of the Proposed Transaction are contained in the circular (“the Circular”) to Holdsport Shareholders to be dated on or about 31 August 2017, of which this opinion forms part.

2. SCOPE

PSG Capital Proprietary Limited (“PSG Capital”) has been appointed by the Board as the independent expert to advise, in accordance with the Companies Act on whether the terms and conditions of the Scheme, are fair and reasonable as far as Holdsport Shareholders are concerned.

3. RESPONSIBILITY

Compliance with the Companies Act is the responsibility of the Board. PSG Capital’s responsibility is to report on the terms and conditions of the Proposed Transaction as they relate to Holdsport Shareholders.

We confirm that our fair and reasonable opinion (the “Opinion”) has been provided to the Board, which Opinion will be distributed to Holdsport Shareholders in connection with the Proposed Transaction, requiring shareholder approval of same. We understand that the results of our work will be used by the Board to satisfy the requirements of the Companies Act.

4. DEFINITION OF THE TERMS “FAIR” AND “REASONABLE”

A transaction will generally be considered fair to shareholders if the benefits received by shareholders, as a result of the transaction, are equal to or greater than the value surrendered.

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The assessment of fairness is primarily based on quantitative considerations. Accordingly, the Scheme may be considered fair if the Scheme Consideration is equal to or greater than the value of the Holdsport Shares being surrendered by Holdsport Shareholders.

In terms of the Companies Regulations, a transaction will be considered reasonable if the value received by the shareholders in terms of the corporate action is higher than the market price of the company’s securities at the time that the corporate action was announced.

The Proposed Transaction may therefore be considered reasonable if the Scheme Consideration exceeds the market value of the Holdsport Shares as at the date of the announcement of the Proposed Transaction.

In addition, other qualitative factors are also considered in evaluating the reasonability of the Scheme Consideration. Even though the consideration may differ from the market value of the assets being acquired, a transaction may still be reasonable after considering other significant qualitative factors.

We have applied the aforementioned principles in preparing our Opinion. This fair and reasonable opinion does not purport to cater for an individual shareholder’s position but rather the general body of shareholders subject to the Scheme. A shareholder’s decision regarding fair and reasonableness of the terms of the Scheme may be influenced by their particular circumstances (for example taxation and the original price paid for the shares).

5. SOURCES OF INFORMATION

In the course of our valuation analysis, we relied upon financial and other information, including prospective financial information, obtained from Holdsport management (“Management”), Long4Life management and from various public, financial and industry sources. Our conclusion is dependent on such information being complete and accurate in all material respects.

The principal sources of information used in performing our indicative valuation of Holdsport include:

Holdsport

• The consolidated management accounts for the years ended 28 February 2014 and 2015, 29 February 2016 and 28 February 2017 (“FY14 – FY17”);

• The audited consolidated annual financial statements of Holdsport for FY14 to FY17;

• The management accounts of Holdsport for the four-month period ended 30 June 2017 (“YTD18”);

• Management’s budget for Holdsport for the year ending 28 February 2018 (“FY18”) and the forecast for the financial years ending 28 February 2019 to 2023 (“FY19 – FY23”);

• Holdsport investor presentations for FY15, FY16 and FY17;

• Other financial and non-financial information and assumptions made by Management; and

• Discussions with Management regarding Holdsport’s operations, as well as prevailing market, economic, legal and other conditions which may affect the underlying value of the Company.

Long4Life

• The pre-listing statement of Long4Life dated 31 March 2017 (“PLS”);

• The audited consolidated financial statements of Long4Life for the nine-month period ended 31 March 2017;

• The management accounts of Long4Life for the three-month period ended 30 June 2017;

• Long4Life management’s best estimate of a normalised 12-month period income statement;

• Other financial and non-financial information and assumptions made by Long4Life management; and

• Discussions with Long4Life management regarding information provided, the proposed acquisition of Sorbet Holdings Proprietary Limited as well as the future plans for the company.

General

• The firm intention letter setting out the terms and conditions of the Proposed Transaction (“Firm Intention Letter”);

• Comparative publicly available financial information on suitable peer-listed companies; and

• Publicly available information relating to the industries in which Holdsport and Long4Life operate that we deemed relevant, including company announcements, analysts’ reports and media articles.

38

6. ASSUMPTIONS

We have arrived at our opinion based on the following assumptions:

• That the terms, conditions and structure of the Scheme are legally enforceable;

• That reliance can be placed on the historical and forecast financial information of Holdsport and Long4Life;

• The current economic, regulatory and market conditions will not change materially;

• Neither Holdsport or Long4Life are involved in any material legal proceedings;

• Neither Holdsport or Long4Life have outstanding disputes with any regulatory body, including the South African Revenue Service;

• There are no undisclosed contingencies that could affect the value of Holdsport or Long4Life;

• The structure of the Scheme will not give rise to any undisclosed tax liabilities; and

• Reliance can be placed on the representations made by Holdsport and Long4Life management during the course of forming this opinion.

7. APPROPRIATENESS AND REASONABLENESS OF UNDERLYING INFORMATION AND ASSUMPTIONS

We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by:

• Considering the historical trends of information and assumptions on Holdsport and Long4Life;

• Comparing and corroborating such information and assumptions with external sources of information, if such information is available; and

• Determining the extent to which representations from management and other industry experts were confirmed by documentary evidence as well as our understanding of Holdsport and Long4Life and the economic environment in which the entities operate.

8. PROCEDURES

In arriving at our opinion, we relied upon financial and other information, obtained from management together with industry-related and other information in the public domain. Our conclusion is dependent on such information being accurate in all material respects.

In arriving at our opinion we have, inter alia, undertaken the following procedures in evaluating the fair and reasonableness of the Proposed Transaction:

• Reviewed and analysed the aforementioned financial information on Holdsport including, inter alia:

– the consolidated management accounts and audited financials for FY14 – FY17;

– the investor presentations for FY15 to FY17;

– the management accounts for YTD18;

– the FY18 budget and forecast for the FY19 – FY23 financial years;

• Reviewed and analysed the aforementioned financial information on Long4Life including, inter alia:

– the audited consolidated financial statements for the nine-month period ended 31 March 2017;

– the management accounts for the three-month period ended 30 June 2017;

– the normalised 12-month period income statement;

• Reviewed the terms and conditions of the Scheme as set out in the Firm Intention Letter;

• Reviewed the Long4Life PLS;

• Reviewed the reasonableness of the information made available by and from discussions held with Holdsport and Long4Life management, inter alia:

– the rationale for the Proposed Transaction;

– the events leading up to receipt of the Firm Intention Letter;

– the current market conditions relating to Holdsport and Long4Life;

• Where relevant, corroborated representations made by the respective management teams to source documents;

• Reviewed certain publicly available information relating to Holdsport and Long4Life that we have deemed relevant;

39

• Obtained letters of representation from Holdsport and Long4Life management asserting that we have been provided with all relevant information and that no material information was omitted and that all such information provided to us is accurate in all respects; and

• Considered other relevant facts and information relevant to concluding this opinion.

9. VALUATION METHODOLOGY

In considering the Proposed Transaction, PSG Capital performed an independent valuation of Long4Life and Holdsport as at 30 June 2017.

For our valuation of Long4Life, we have applied a net asset valuation as valuation methodology, given the fact that Long4Life has yet to complete any acquisitions and the majority of the net asset value of the company comprise of cash or cash equivalents. No premium or other adjustments were taken into account in the valuation of Long4Life for its management experience and expertise or any other qualitative considerations.

For our valuation of Holdsport, we have applied the discounted cash flow (“DCF”) valuation method as our primary valuation methodology. We furthermore applied a market multiple approach as a secondary valuation approach.

Key external and internal value drivers identified in the valuation of Holdsport include, inter alia:

• revenue growth, EBITDA margins, net profit/loss margins, expected growth rates in revenue and EBITDA, capital expenditure requirements, working capital requirements and the optimal weighted average cost of capital.

The key value drivers as set out above are influenced by various factors, including, inter alia:

• the growth opportunities in the industry in which Holdsport operate; and

• the ability of Holdsport to achieve the forecasted revenue and EBITDA growth.

Sensitivity analyses were conducted, where practical, utilising key value drivers, which included, inter alia, a variance range of 1.0% in the discount rate applied and a 1.0 variance range in the exit multiple applied in the DCF, which analysis resulted in a variation range on the calculated value of Holdsport of 4.1% and 8.5% respectively.

10. REASONABILITY

In arriving at our opinion with respect to the reasonability of the Proposed Transaction, we considered, inter alia, the following:

• historic trading prices of Holdsport and Long4Life shares on the JSE;

• the trading liquidity of Holdsport and Long4Life shares;

• the potential diversification of Holdsport Shareholders’ exposure to underlying operations;

• the premium at which Long4Life shares has traded since listing on the JSE compared to underlying net asset value which may be ascribed to the management team’s track record and expertise in value creation;

• deal and portfolio uncertainty in Long4Life as a material portion of the company’s capital has not been deployed; and

• uncertainty on future dividend payments to Holdsport Shareholders, as same would be dependent on the Long4Life portfolio of investee companies once its capital has been deployed.

11. MATERIAL EFFECTS ON THE RIGHTS OF HOLDSPORT SHAREHOLDERS

The effect of the Proposed Transaction is that the interests of the Holdsport Shareholders will be swapped for shares in Long4Life on implementation of the Scheme as part of the Scheme Consideration.

12. OPINION

Our opinion is based on the current economic, market, regulatory and other conditions and the information made available to us up to 11 August 2017. Accordingly, subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affirm, as stated herein.

Based on PSG Capital’s analysis, subject to the aforegoing and after taking into account all financial and non-financial considerations, we calculated an indicative exchange ratio of 11.8 to 14.3 Long4Life shares for every one Holdsport share (“Exchange Ratio”), with a most likely exchange ratio of 13.1 being the midpoint of the range, however, any exchange ratio in excess of 11.8 Long4Life shares for every one Holdsport share would be considered fair to Holdsport Shareholders.

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The Scheme Consideration alternatives therefore falls within the Exchange Ratio calculated.

In considering the Exchange Ratio listed above, Holdsport shareholders should take particular notice of the following factors:

i) The actual market value range achieved in a specific transaction may be higher or lower than our estimate of the market value range depending upon the circumstances of the transaction (for example strategic considerations of the purchaser), the nature of the business (for example the purchaser’s perception of potential synergies and Long4Life management deal-making ability); and

ii) The above Exchange Ratio is based on the respective standalone valuations of Holdsport and Long4Life under current management, strategies and business plans.

Subject to the aforegoing assumptions, based on our analysis and after taking into account all financial and non-financial considerations, we are of the opinion that the Proposed Transaction is fair and reasonable to Holdsport Shareholders.

13. LIMITING CONDITIONS

This opinion is provided to the Board in connection with and for the purpose of the Proposed Transaction for the sole purpose of assisting the Board in forming and expressing an opinion for the benefit of Holdsport Shareholders. This opinion is prepared solely for the Board and therefore should not be regarded as suitable for use by any other party or give rise to third party rights.

The forecasts relate to future events and are based on assumptions, which may not remain valid for the whole of the relevant period. Consequently this information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely actual results will correspond to those forecasted for Holdsport and Long4Life.

We relied upon the accuracy of the information used by us in deriving our opinion, albeit that, where practicable, we have corroborated the reasonableness of such information and assumptions through, amongst other things, reference to historic precedent and our knowledge and understanding. Whilst our work has involved an analysis of the annual financial statements, forecasts and other information provided to us, our engagement does not constitute nor does it include an audit conducted in accordance with applicable auditing standards. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided to us in respect of the Proposed Transaction.

The opinion expressed is necessarily based upon information available to us, the financial, regulatory, securities market and other conditions and circumstances existing and disclosed to us as at the date hereof. We have furthermore assumed that all conditions precedent, including any material regulatory and other approvals required in connection with the Proposed Transaction have been or will be properly fulfilled. Subsequent developments may affect our opinion, however we are under no obligation to update, revise or re-affirm such.

14. SECTIONS 115 AND 164 OF THE COMPANIES ACT

Extracts of sections 115 and 164 of the Companies Act have been included as Annexures 9 and 10 to the Circular.

15. INTEREST OF DIRECTORS OF HOLDSPORT

The shareholding of directors of Holdsport, directly and indirectly, is set out in paragraph 11 and 12 to the Circular.

16. INDEPENDENCE AND ADDITIONAL REGULATORY DISCLOSURES

We confirm that PSG Capital holds no shares in Holdsport or Long4Life, directly or indirectly. We have no interest, direct or indirect, beneficial or non-beneficial, and to the best of our knowledge we are not related to a person who has or has had such interest in Holdsport or Long4Life within the immediately preceding two years or in the outcome of the Proposed Transaction.

The directors, partners, officers and employees of PSG Capital allocated to this assignment have the necessary qualifications, expertise and competencies to (i) understand the Proposed Transaction; (ii) evaluate the consequences of the Proposed Transaction; and (iii) assess the effect of the Proposed Transaction on the value of the shares and on the rights and interests of the Holdsport Shareholders and are able to express opinions, exercise judgement and make decisions impartially in carrying out this assignment.

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Furthermore, we confirm that our professional fee for the opinion is R250 000 (excluding VAT), payable in cash, and is not contingent on the outcome of the Proposed Transaction.

17. CONSENT

We hereby consent to the inclusion of this opinion and references thereto, in whole or in part, in the form and context in which they appear to be included in any required regulatory announcement or documentation regarding the Proposed Transaction.

Yours faithfully

RIAAN VAN HEERDENPSG CAPITAL

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ANNEXURE 2

PRO FORMA FINANCIAL INFORMATION OF THE ELECTION OF THE SCHEME ON A HOLDSPORT SHAREHOLDER

The table below sets out the pro forma financial effects of the election of the Scheme on a Holdsport Shareholder. Pro forma financial effects are presented in respect of the year ended 28 February 2017 for purposes of the Companies Act, Regulation 106 requirements as well as the JSE Listings Requirements.

The summary pro forma f inancial effects of the Scheme on Holdsport Shareholders, for which the Holdsport and Long4Life Board is responsible, has been provided for illustrative purposes only to provide information about how the election of the Scheme may have affected Holdsport Shareholders.

Due to its nature, the pro forma financial information may not be a true reflection of the actual impact of the election of the Scheme.

Holdsport’s results have been consolidated into Long4Life’s results in order to produce pro forma financial information of the Consolidated Group after implementation of the Scheme. It should be noted that the consolidated Holdsport Group will not remain as a stand-alone Group post the Scheme.

The pro forma f inancial information of the Consolidated Group has been prepared in accordance with IFRS and Long4Life’s accounting policies. The pro forma financial information of the Consolidated Group has been prepared on the assumption that the Scheme became effective on 1 March 2016 for the statement of comprehensive income and 28 February 2017 in respect of the statement of financial position from a Holdsport perspective and on 1 April 2016 for the statement of comprehensive income and 31 March 2017 in respect of the statement of financial position from a Long4Life perspective.

The pro forma f inancial effects on Holdsport Shareholders have been derived by multiplying the pro forma f inancial information of the Consolidated Group by the switch ratio applicable to the Share Component of the Scheme Consideration, being:

• 12.10 Long4Life Shares per Scheme Share under the Option A Scheme Consideration; and

• 11.20 Long4Life Shares and R5.00 payable in cash per Scheme Share under the Option B Scheme Consideration.

Although the market capitalisation of Holdsport as at the Last Practicable Date is larger than Long4Life’s market capitalisation, both the Holdsport Board and the Long4Life Board are of the view that Proposed Transaction should not be disclosed as a reverse acquisition in accordance with IFRS. With reference to the pertinent facts and circumstances, the following consideration as laid out in IFRS3 Business Combinations Appendix B15 and B16, were taken into account to reach this conclusion:

• Long4Life’s current total assets and net asset value are both greater than that of Holdsport based on its latest reported figures, being 31 March 2017 and 28 February 2017, respectively;



The directors of Holdsport and Long4Life are responsible for the preparation of the pro forma financial information contained in this Circular.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Assuming 100% of Holdsport Shareholders elect the Option A Scheme Consideration

Before theScheme

Long4Lifeannualresults

Listing ofLong4Lifesecurities

on the JSE

Pro formaLong4Life

results

Otheradjust-ments

Pro formaafter the

implemen-tationof the

Scheme

R’000 Note 1 Note 2 Note 3 Note 4 Note 5 Note 6

Revenue 1 828 600 – – – – 1 828 600Cost of sales (950 080) – – – – (950 080)

Gross profit 878 520 – – – – 878 520Other income 9 568 – – – – 9 568Trading expenses (614 400) – – – (1 492) (615 892)Director’s emoluments – (130) – (130) – (130)Scheme costs – – – – (8 129) (8 129)

Operating profit/(loss) 273 688 (130) – (130) (9 621) 263 937Finance income 6 439 – 150 718 150 718 – 157 157Finance cost (14 074) – – – – (14 074)

Profit/(Loss) before taxation 266 053 (130) 150 718 150 588 (9 621) 407 020Taxation (74 858) – (42 201) (42 201) 418 (116 641)

Profit/(Loss) after taxation 191 195 (130) 108 517 108 387 (9 203) 290 379

Attributable to:Equity holders of the company 191 195 (130) 108 517 108 387 (9 203) 290 379


Profit/(Loss) after taxation 191 195 (130) 108 517 108 387 (9 203) 290 379Profit on disposal of property, plant and equipment (321) – – – – (321)Taxation on profit on disposal of property, plant and equipment 90 – – – – 90

Headline earnings 190 964 (130) 108 517 108 387 (9 203) 290 148Headline earnings 190 964 (130) 108 517 108 387 (9 203) 290 148Amortisation of intangibles 13 796 – – – – 13 796Straight-lining of leases 6 001 – – – – 6 001Transaction costs – – – – 8 129 8 129Taxation on amortisation of intangibles (3 863) – – – – (3 863)Taxation on straight-lining of leases (1 680) – – – – (1 680)

Core headline earnings 205 218 (130) 108 517 108 387 (1 074) 312 531Foreign exchange loss/(gain) 17 236 – – – – 17 236Foreign exchange adjustments in cost of sales 2 211 – – – – 2 211Taxation on foreign exchange gains and adjustments (5 445) – – – – (5 445)

Core headline earnings before foreign exchange effect 219 220 (130) 108 517 108 387 (1 074) 326 533Weighted average shares in issue, net of treasury shares (’000) 41 969 – 405 000 405 000 494 260 899 260Earnings per ordinary shareBasic and diluted earnings per share (cents) 455.6 390.7Headline earnings per share (cents) 455.0 390.4Core headline earnings per share (cents) 489.0 420.5Core headline earnings before foreign exchange effects per share (cents) 522.3 439.4

Notes

1. The financial information in the “Before the Scheme” column has been prepared based on Holdsport’s audited consolidated financial results for the 12 months ended 28 February 2017.

2. The financial information in the “Long4Life annual results” column has been prepared based on Long4Life’s audited consolidated financial results for the nine months ended 31 March 2017.

44

3. The financial information in the “Listing of Long4Life securities on the JSE” has been prepared in accordance with the provisions of the JSE Listings Requirements. In terms of paragraph 8.26(d) of the JSE Listings Requirements “no changes must be made to pro forma financial information in respect of post statement of financial position events except in respect of any post statement of financial position corporate action of the issuer or the target, where it would be misleading not to make an adjustment”. Long4Life’s latest published results released are for the financial year ended 31 March 2017. Post this latest year-end, Long4Life raised R2 billion in capital by way of a private placement of ordinary shares which was open to institutional investors and successfully listed on the JSE on 7 April 2017. The listing of Long4Life constitutes a material corporate action that would have a significant impact on the Long4Life Shareholders and Holdsport Shareholders, and would materially alter the pro forma effects of the Scheme. As such, adjustments have been made to account for the listing. In order to draw comparison to the financial results of Holdsport, the pro forma finance income earned on the cash raised on listing has been recorded in the “Finance income” row. The finance income earned has been calculated as the cash raised on listing of R2 billion earning interest at 7.2875% accounted for 12 months from 1 April 2016 to 31 March 2017, compounded monthly.

4. The financial information in the “Pro forma Long4Life results” column is calculated as the sum of the financial information in the “Long4Life annual results” column and the “Listing of Long4Life securities on the JSE” column.

5. The financial information in the “Other adjustments” column reflects the following:

• Transaction costs (not tax deductible) incurred by both Long4Life and Holdsport related to the Scheme. For breakdown of these costs please refer to paragraph 22.

• The accelerated IFRS2 Share-based payment expense due to the earlier vesting of certain shares in terms of the rules of the Holdsport Forfeitable Share Plan dealing with the delisting of Holdsport.

• The issue of Long4Life Shares in terms of the Option A Scheme Consideration is reflected in the “Number of shares in issue” row.

6. The financial information in the “Pro forma after the implementation of the Scheme” column has been presented as the sum of the financial information in the “Before the Scheme” column, the “Pro forma Long4Life results” column, and the “Other adjustments” column. The number of shares used to determine the per share values was determined as the number of Long4Life Shares in issue at 28 February 2017, the number of Long4Life shares issued on Long4Life’s listing and the number of Long4Life Shares issued in terms of the Option B Scheme Consideration.

7. All adjustments, with the exception of the transaction costs, are expected to have a continuing effect.

8. All earnings per share calculations have been performed on a net of treasury shares basis. In addition, the earnings per share figures were adjusted to reflect the appropriate switch ratio.

45

CONSOLIDATED STATEMENT OF FINANCIAL POSITION


Beforethe

Scheme



on the JSE

Pro formaLong4Life

resultsIFRS10

adjustmentsOther

adjustments

Pro formaafter the

implemen-tation of

the Scheme

R’000 Note 1 Note 2 Note 3 Note 4Note 5

and 6 Note 7 Note 8

ASSETSNon-current assets 739 981 – – – 2 083 423 – 2 823 404

Property, plant and equipment 131 233 – – – – – 131 233Interest in subsidiaries – – – – – – –Goodwill and other intangibles 608 748 – – – 2 083 423 – 2 692 171

Current assets 658 762 – 2 000 000 2 000 000 (45 204) 6 105 2 619 663

Inventories 511 845 – – – – – 511 845Assets held for sale 21 082 – – – – – 21 082Trade and other receivables 30 879 – – – – – 30 879Derivative instruments – – – – – – –Taxation 7 451 – – – – 6 105 13 556Cash and cash equivalents 87 505 – 2 000 000 2 000 000 (45 204) – 2 042 301

TOTAL ASSETS 1 398 743 – 2 000 000 2 000 000 2 038 219 6 105 5 443 067

EQUITY AND LIABILITIESCapital and reservesShare capital 229 312 – 2 000 000 2 000 000 2 858 683 – 5 087 995Treasury shares (64 832) – – – 64 832 – –Share-based payment reserve (25 724) – – – – 1 492 (24 232)Transactional costs for issuing equity instruments – (18 763) – (18 763) – – (18 763)Retained earnings/ (accumulated losses) 885 296 (130) – (130) (885 296) (9 203) (9 333)

Total equity 1 024 052 (18 893) 2 000 000 1 981 107 2 038 219 (7 711) 5 035 667Non-current liabilities 233 259 – – – – 5 687 238 946

Loan 160 000 – – – – – 160 000Deferred taxation 30 762 – – – – 5 687 36 449Straight-lining lease liability 42 497 – – – – – 42 497

Current liabilities 141 432 18 893 – 18 893 – 8 129 168 454

Trade and other payables 138 376 18 893 – 18 893 – 8 129 165 398Loan – – – – – – –Derivative instruments 3 056 – – – – – 3 056Taxation – – – – – – –

Total liabilities 374 691 18 893 – 18 893 – 13 816 407 400

TOTAL EQUITY AND LIABILITIES 1 398 743 – 2 000 000 2 000 000 2 038 219 6 105 5 443 067

Number of shares in issue, net of treasury shares (’000) 41 889 – 405 000 405 000 494 260 – 899 260Net asset value/(deficit) per share (cents) 2 444.7 6 775.7

46

Beforethe

Scheme



on the JSE

Pro formaLong4Life

resultsIFRS10

adjustmentsOther

adjustments

Pro formaafter the

implemen-tation of

the Scheme


and 6 Note 7 Note 8

Tangible net asset value/(deficit) per share (cents) 1 123.1 3 227.5

Notes





5. The financial information in the “IFRS10 adjustment” column has been prepared in accordance with IFRS 10 – Consolidated Financial Statements. Post the implementation of the Scheme, Holdsport will become a wholly-owned subsidiary of Long4Life, who will then be required to consolidate the results of Holdsport into the greater Long4Life group. In terms of IFRS10, the following consolidation adjustments are required to be made:

• All of Holdsport’s capital and reserves (excluding the share-based payment reserve) are required to be reversed on consolidation.

• The value of the Long4Life Shares issued in terms of the Option A Scheme Consideration based on Long4Life’s 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 is required to be credited to share capital.

• The value of the Holdsport Shares acquired by Long4Life prior to the Scheme is credited from cash and cash equivalents.

• Goodwill reflected on Holdsport’s balance sheet as at 28 February 2017 is required to be reversed.

• Acquisition goodwill is calculated as the sum of the Long4Life Shares issued in terms of the Option A Scheme Consideration and the value of the Holdsport Shares acquired by Long4Life prior to the Scheme less Holdsport’s capital reserves (excluding the share-based payment reserve) as at 28 February 2017 net of goodwill reflected on Holdsport’s balance sheet as at 28 February 2017 (refer to note 6).


6. Goodwill and intangible assets adjustment represents the value paid in excess of the book net asset value of Holdsport. Based on preliminary fair value allocation exercise, the surplus of the Scheme Consideration over the book net asset value of Holdsport is attributed to goodwill and intangible assets. A fair value allocation exercise in terms of IFRS 3: Business Combinations will need to be performed at the Effective Date.

Please see below for a reconciliation of the goodwill f igure:

R’000

Assumed Purchase Consideration 3 133 199

Scheme consideration based on the 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 3 087 995Holdsport shares acquired by Long4Life prior to the Scheme 45 204

Adjusted book net asset value as at 28 February 2017 646 112

Book net asset value of Holdport as at 28 February 2017 (excluding the share-based payment reserve) 1 049 776Less: Holdsport’s goodwill (not including other intangibles) (403 664)

Goodwill recognised on acquisition 2 487 087Less: Holdsport’s goodwill already included in financials (403 664)

Goodwill pro forma journal 2 083 423


• An accounts payable being raised for the transaction costs (not tax deductible) incurred by both Long4Life and Holdsport related to the Scheme. For breakdown of these costs please refer to paragraph 22.

• The accelerated IFRS2 share-based payment expense due to the earlier vesting of certain shares in terms of the rules of the Holdsport Forfeitable Share Plan dealing with the delisting of Holdsport.

• Linked to the accelerated IFRS2 share-based payment expense, deferred tax previously recognised on vested shares is reversed and corporate tax on those shares is recognised.

47

• The negative adjustment to finance income w.r.t. the Maximum Cash Scheme Consideration of R204 million earning interest at 7.2875% accounted for 12 months from 1 April 2016 to 31 March 2017, compounded monthly.

8. The financial information in the “Pro forma after the implementation of the Scheme” column has been presented as the sum of the financial information in the “Before the Scheme” column, the “Pro forma Long4Life results” column, “IFRS10 adjustments” column and the “Other adjustments” column. The number of shares used to determine the per share values was determined as the number of Long4Life Shares in issue at 28 February 2017, the number of Long4Life shares issued on Long4Life’s listing and the number of Long4Life Shares issued in terms of the Option A Scheme Consideration.


10. All net asset value per share calculations have been performed on a net of treasury shares basis. In addition, the net asset value per share figures were adjusted to reflect the appropriate switch ratio.


Assuming 100% of Holdsport Shareholders elect the Option B Scheme Consideration

Before theScheme



on the JSE

Pro formaLong4Life

results

Otheradjust-ments

Pro formaafter the

implement-ation

of theScheme


Revenue 1 828 600 – – – – 1 828 600Cost of sales (950 080) – – – – (950 080)

Gross profit 878 520 – – – – 878 520Other income 9 568 – – – – 9 568Trading expenses (614 400) – – – (1 492) (615 892)Director’s emoluments – (130) – (130) – (130)Scheme costs – – – – (8 129) (8 129)

Operating profit/(loss) 273 688 (130) – (130) (9 621) 263 937Finance income 6 439 – 150 718 150 718 (15 391) 141 766Finance cost (14 074) – – – – (14 074)

Profit/(Loss) before taxation 266 053 (130) 150 718 150 588 (25 012) 391 629Taxation (74 858) – (42 201) (42 201) 4 727 (112 332)


Attributable to:Equity holders of the company 191 195 (130) 108 517 108 387 (20 285) 279 297


Profit/(Loss) after taxation 191 195 (130) 108 517 108 387 (20 285) 279 297Profit on disposal of property, plant and equipment (321) – – – – (321)Taxation on profit on disposal of property, plant and equipment 90 – – – – 90

Headline earnings 190 964 (130) 108 517 108 387 (20 285) 279 066Headline earnings 190 964 (130) 108 517 108 387 (20 285) 279 066Amortisation of intangibles 13 796 – – – – 13 796Straight-lining of leases 6 001 – – – – 6 001Transaction costs – – – – 8 129 8 129Taxation on amortisation of intangibles (3 863) – – – – (3 863)Taxation on straight-lining of leases (1 680) – – – – (1 680)

Core headline earnings 205 218 (130) 108 517 108 387 (12 156) 301 449Foreign exchange loss/(gain) 17 236 – – – – 17 236Foreign exchange adjustments in cost of sales 2 211 – – – – 2 211.0Taxation on foreign exchange gains and adjustments (5 445) – – – – (5 445.0)

Core headline earnings before foreign exchange effect 219 220 (130) 108 517 108 387 (12 156) 315 451

48

Before theScheme



on the JSE

Pro formaLong4Life

results

Otheradjust-ments

Pro formaafter the

implement-ation

of theScheme


Weighted average shares in issue, net of treasury shares (’000) 41 969 – 405 000 405 000 457 497 862 497Earnings per ordinary share Note 9Basic and diluted earnings per share (cents) 455.6 388.9Headline earnings per share (cents) 455.0 388.6Core headline earnings per share (cents) 489.0 417.7Core headline earnings before foreign exchange effects per share (cents) 522.3 435.9

Notes



3. The financial information in the “Listing of Long4Life securities on the JSE” has been prepared in accordance with the provisions of the JSE Listings Requirements. In terms of paragraph 8.26(d) of the JSE Listings Requirements “no changes must be made to pro forma financial information in respect of post statement of financial position events except in respect of any post statement of financial position corporate action of the issuer or the target, where it would be misleading not to make an adjustment”. Long4Life’s latest published results released are for the financial year ended 31 March 2017. Post this latest year-end, Long4Life raised R2 billion in capital by way of a private placement of ordinary shares which was open to institutional investors and successfully listed on the JSE on 7 April 2017. The listing of Long4Life constitutes a material corporate action that would have a significant impact on the Long4Life Shareholders and Holdsport Shareholders, and would materially alter the pro forma effects of the Scheme. As such, adjustments have been made to account for the listing.





• The issue of Long4Life Shares in terms of the Option B Scheme Consideration is reflected in the “Number of shares in issue” row.

• The negative adjustment to finance income with respect to the Maximum Cash Scheme Consideration of R204 million earning interest at 7.2875% accounted for 12 months from 1 March 2016 to 28 February 2017, compounded monthly.

6. The financial information in the “Pro forma after the implementation of the Scheme” column has been presented as the sum of the financial information in the “Before the Scheme” column, the “Pro forma Long4Life results” column and the “Other adjustments” column. The number of shares used to determine the per share values was determined as the number of Long4Life Shares in issue at 28 February 2017, the number of Long4Life shares issued on Long4Life’s listing and the number of Long4Life Shares issued in terms of the Option B Scheme Consideration.


8. All earnings per share calculations have been performed on a net of treasury shares basis. In addition, the earnings per share figures were adjusted to reflect the appropriate switch ratio.

9. As Holdsport Shareholders who select this option receive R5 cash per share held, after-tax interest (assumed for the purposes of this calculation to be taxed at the corporate tax rate) at 7.2875% will be added to their personal earnings per share, but not to the pro forma financial statements.

49



Before theScheme



on the JSE

Pro formaLong4Life

resultsIFRS10

adjustmentsOther

adjustments

Pro formaafter the

implemen-tation of the

Scheme


and 6 Note 7 Note 8

ASSETSNon-current assets 739 981 – – – 2 057 977 – 2 797 958

Property, plant and equipment 131 233 – – – – – 131 233Interest in subsidiaries – – – – – – –Goodwill and other intangibles 608 748 – – – 2 057 977 – 2 666 725

Current assets 658 762 – 2 000 000 2 000 000 (249 444) 6 105 2 415 423

Inventories 511 845 – – – – – 511 845Assets held for sale 21 082 – – – – – 21 082Trade and other receivables 30 879 – – – – – 30 879Derivative instruments – – – – – – –Taxation 7 451 – – – – 6 105 13 556Cash and cash equivalents 87 505 – 2 000 000 2 000 000 (249 444) – 1 838 062

TOTAL ASSETS 1 398 743 – 2 000 000 2 000 000 1 808 533 6 105 5 213 381

EQUITY AND LIABILITIESCapital and reservesShare capital 229 312 – 2 000 000 2 000 000 2 628 997 – 4 858 309Treasury shares (64 832) – – – 64 832 – –Share-based payment reserve (25 724) – – – – 1 492 (24 232)Transactional costs for issuing equity instruments – (18 763) – (18 763) – – (18 763)Retained earnings/ (accumulated losses) 885 296 (130) – (130) (885 296) (9 203) (9 333)

Total equity 1 024 052 (18 893) 2 000 000 1 981 107 1 808 533 (7 711) 4 805 981Non-current liabilities 233 259 – – – – 5 687 238 946

Loan 160 000 – – – – – 160 000Deferred taxation 30 762 – – – – 5 687 36 449Straight-lining lease liability 42 497 – – – – – 42 497

Current liabilities 141 432 18 893 – 18 893 – 8 129 168 454

Trade and other payables 138 376 18 893 – 18 893 – 8 129 165 398Loan – – – – – – –Derivative instruments 3 056 – – – – – 3 056Taxation – – – – – – –

Total liabilities 374 691 18 893 – 18 893 – 13 816 407 400

TOTAL EQUITY AND LIABILITIES 1 398 743 – 2 000 000 2 000 000 1 808 533 6 105 5 213 381

Number of shares in issue, net of treasury shares (’000) 41 889 – 405 000 405 000 457 497 – 862 497

Note 11Net asset value/(deficit) per share (cents) 2 444.7 6 740.8Tangible net asset value/(deficit) per share (cents) 1 123.1 3 349.5

50

Notes







• The value of the Long4Life Shares issued in terms of the Option B Scheme Consideration based on Long4Life’s 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 is required to be credited to share capital.

• The value of the Holdsport Shares acquired by Long4Life prior to the Scheme and the Cash Component of the Option B Scheme Consideration is required to be credited from cash and cash equivalents.


• Acquisition goodwill is calculated as the sum of the Long4Life Shares issued in terms of the Option B Scheme Consideration, the value of the Holdsport Shares acquired by Long4Life prior to the Scheme and the Cash Component of the Option B Scheme Consideration less Holdsport’s capital reserves (excluding the share-based payment reserve) as at 28 February 2017 net of goodwill reflected on Holdsport’s balance sheet as at 28 February 2017 (refer to note 6)

• The issue of Long4Life Shares in terms of the Option B Scheme Consideration is reflected in the “Number of shares in issue” row



R’000


Scheme consideration based on the 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 2 858 309Scheme consideration cash portion 204 240Holdsport shares acquired by Long4Life prior to the Scheme 45 204






• An accounts payable being raised for the transaction costs (not tax deductible) incurred by both Long4Life and Holdsport related to the Scheme. For breakdown of these costs please refer to paragraph 22.

• The accelerated IFRS2 share-based payment expense due to the earlier vesting of certain shares in terms of the rules of the Holdsport Forfeitable Share Plan dealing with the delisting of Holdsport.

• Linked to the accelerated IFRS2 share-based payment expense, deferred tax previously recognised on vested shares is reversed and corporate tax on those shares is recognised.

8. The financial information in the “Pro forma after the implementation of the Scheme” column has been presented as the sum of the financial information in the “Before the Scheme” column, the “Pro forma Long4Life results” column, “IFRS10 adjustments” column and the “Other adjustments” column. The number of shares used to determine the per share values was determined as the number of Long4Life Shares in issue at 28 February 2017, the number of Long4Life shares issued on Long4Life’s listing and the number of Long4Life Shares issued in terms of the Option B Scheme Consideration.


10. All net asset value per share calculations have been performed on a net of treasury shares basis. In addition, the earnings per share figures were adjusted to reflect the appropriate switch ratio.

11. As Holdsport Shareholders who select this option receive R5 cash per share held, R5 will be added to their personal net asset value per share, but not to the pro forma financial statements.

51

ANNEXURE 3

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION RELATING TO A HOLDSPORT SHAREHOLDER

The DirectorsHoldsport LimitedThe Mill House1 Canterbury StreetCape TownWestern CapeSouth Africa8001

25 August 2017

Report on the Compilation of Pro forma Financial Information

The definitions and interpretations commencing on page 10 of the Circular to which this letter is attached apply mutatis mutandis to this report.

We have completed our assurance engagement to report (“Report”) on the compilation of pro forma earnings and diluted earnings, headline and core headline earnings, net asset value and net tangible asset value per share and the related notes relating to the Scheme Shareholder of Holdsport who is to receive the Scheme Consideration (collectively “Pro forma Financial Information”). The Pro forma Financial Information is set out in the Salient Features, paragraph 1.1.6 of the Combined Circular (“Circular”) to be issued by Holdsport and Long4Life (“the Company”) on or about 31 August 2017.

The Pro forma Financial Information has been compiled by the directors of Holdsport and Long4Life to illustrate the impact of the proposed offer by Long4Life to acquire all of the Scheme Shares in Holdsport (“the Transaction”) as detailed in the Circular on the Scheme participant who receives the Scheme consideration.

As part of this process, the Company’s earnings, diluted earnings, headline earnings and core headline earnings per share, have been extracted by the directors from the Company’s published financial statements for the period ended 28 February 2017 (“Published Financial Information”), which was independently reviewed. In addition, the directors have calculated the net asset value and net tangible asset value per share as at 28 February 2017 based on financial information extracted from the Published Financial Information.

Directors’ Responsibility for the Pro forma Financial Information

The directors of Holdsport and Long4Life are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria as detailed in paragraphs 8.15 to 8.33 of the Listings Requirements of the JSE Limited and the SAICA Guide on Pro forma Financial Information, revised and issued in September 2014 (“Applicable Criteria”).

Reporting accountant’s independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (“IRBA Code”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B).

The firm applies International Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the directors on the basis of the Applicable Criteria, based on our procedures performed.

52

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the reporting accountants’ comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the Pro forma Financial Information on the basis of the Applicable Criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any Published Financial Information used in compiling the Pro forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the Published Financial Information used in compiling the Pro forma Financial Information.

The purpose of Pro forma Financial Information included in the Circular is solely to illustrate the impact of the Transaction on the unadjusted Published Financial Information as if the Transaction had been undertaken on 1 March 2016 for purposes of the pro forma earnings, diluted earnings, headline and core headline earnings per share and on 28 February 2017 for purposes of the net asset value and net tangible asset value per share. Accordingly, we do not provide any assurance that the actual outcome of the Transaction, subsequent to its implementation, will be as presented in the Pro forma Financial Information.

A reasonable assurance engagement to report on whether the Pro forma Financial Information has been properly compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the directors in the compilation of the Pro forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Transaction and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to the Applicable Criteria; and

• The Pro forma Financial Information reflects the proper application of those pro forma adjustments to the unadjusted Published Financial Information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the Company, the Transaction in respect of which the Pro forma Financial Information has been compiled and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria.

Yours faithfully

KPMG Inc.

Per Pierre ConradieChartered Accountant (SA)Registered AuditorDirector

53

ANNEXURE 4

HISTORICAL FINANCIAL INFORMATION OF HOLDSPORT

AUDITED RESULTS FOR THE YEARS ENDED 28 FEBRUARY 2017, 29 FEBRUARY 2016 AND 28 FEBRUARY 2015.

A complete set of the Holdsport financial statements are available on the Holdsport website http://www.holdsport.co.za.


Audited Audited AuditedYear ended Year ended Year ended

R’000 28 Feb 2017 28 Feb 2016 28 Feb 2015

Revenue 1 828 600 1 727 436 1 544 844Cost of sales (950 080) (899 421) (809 883)

Gross profit 878 520 828 015 734 961Other income 9 568 6 294 15 719Trading expenses (614 400) (525 384) (483 936)

Operating profit 273 688 308 925 266 744Finance income 6 439 6 591 5 380Finance cost (14 074) (11 388) (10 285)

Profit before taxation 266 053 304 128 261 839Taxation (74 858) (85 352) (73 944)

Profit and total comprehensive income for the year 191 195 218 776 187 895

Attributable to:Equity holders of the company 191 195 218 776 187 895

Profit and total comprehensive income for the year 191 195 218 776 187 895

Earnings per ordinary shareBasic earnings (cents) 455.6 514.9 436.5Headline earnings (cents) 455.0 513.9 423.4Core headline earnings (cents) 489.0 548.7 452.3Core headline earnings before foreign exchange effect (cents) 522.3 534.5 450.0

54



R’000 28 Feb 2017 28 Feb 2016 28 Feb 2015

ASSETSNon-current assets 739 981 739 839 728 660

Property, plant and equipment 131 233 145 429 121 287Interest in subsidiaries – – –Goodwill and other intangibles 608 748 594 410 607 373

Current assets 658 762 578 274 521 866

Inventories 511 845 459 191 365 396Assets held for sale 21 082 – –Trade and other receivables 30 879 23 994 25 619Derivative instruments – 1 726 387Taxation 7 451 – 618Cash and cash equivalents 87 505 93 363 129 846

TOTAL ASSETS 1 398 743 1 318 113 1 250 526

EQUITY AND LIABILITIESCapital and reservesShare capital 229 312 229 312 229 312Treasury shares (64 832) (63 895) (12 084)Share-based payment reserve (25 724) (21 726) (18 278)Retained earnings/(accumulated losses) 885 296 832 912 735 755

Total equity 1 024 052 976 603 934 705

Non-current liabilities 233 259 64 566 194 592

Loan 160 000 – 130 000Deferred taxation 30 762 28 070 35 674Straight-lining lease liability 42 497 36 496 28 918

Current liabilities 141 432 276 944 121 229

Trade and other payables 138 376 143 808 121 229Loan – 130 000 –Derivative instruments 3 056 – –Taxation – 3 136 –

Total liabilities 374 691 341 510 315 821

TOTAL EQUITY AND LIABILITIES 1 398 743 1 318 113 1 250 526

Net asset value per ordinary share (cents) 2 444.7 2 332.4 2 180.9Net tangible asset value per ordinary share (cents) 1 123.1 1 038.8 895.4

55

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

R’000Share

capital

Share-basedpaymentreserves

Treasuryshares

Retainedearnings Total

Balance at 1 March 2014 229 312 (17 926) – 689 544 900 930Total comprehensive incomeProfit – – – 187 895 187 895

Total comprehensive income for the year – – – 187 895 187 895Transactions with owners of the CompanyTreasury shares acquired – – (12 084) – (12 084)Share-based payment award – (10 019) – – (10 019)Share-based payment expense – 9 667 – – 9 667Dividends paid – – – (141 684) (141 684)

Total transactions with owners of the company (352) (12 084) (141 684) (154 120)

Balance at 28 February 2015 229 312 (18 278) (12 084) 735 755 934 705

Balance at 1 March 2015 229 312 (18 278) (12 084) 735 755 934 705Total comprehensive incomeProfit – – – 218 776 218 776

Total comprehensive income for the year – – – 218 776 218 776Transactions with owners of the CompanyTreasury shares acquired – – (51 811) – (51 811)Share-based payment award – (15 069) – – (15 069)Share-based payment expense – 11 621 – – 11 621Dividends paid – – – (121 619) (121 619)

Total transactions with owners of the company – (3 448) (51 811) (121 619) (176 878)

Balance at 29 February 2016 229 312 (21 726) (63 895) 832 912 976 603

Balance at 1 March 2016 229 312 (21 726) (63 895) 832 912 976 603Total comprehensive incomeProfit – – – 191 195 191 195

Total comprehensive income for the year – – – 191 195 191 195Transactions with owners of the CompanyTreasury shares acquired – – (937) – (937)Share-based payment award – (15 354) – – (15 354)Share-based payment expense – 11 356 – – 11 356Dividends paid – – – (138 811) (138 811)

Total transactions with owners of the company – (3 998) (937) (138 811) (143 746)

Balance at 28 February 2017 229 312 (25 724) (64 832) 885 296 1 024 052

56

CONSOLIDATED STATEMENT OF CASH FLOWS


R’000 28 Feb 2017 28 Feb 2016 28 Feb 2015

Cash flows from operating activitiesCash generated from operations 311 378 316 971 325 594Finance income 6 439 6 591 5 380Finance costs (14 074) (11 388) (10 285)Dividends paid (138 811) (121 619) (141 684)Taxation paid (88 729) (89 202) (80 837)

Net cash inflows/(outflows) from operating activities 76 203 101 353 98 168Cash flows from investing activitiesAdditions to property, plant and equipment (60 286) (73 500) (47 102)Proceeds on sale of property, plant and equipment 3 010 2 544 43 306Acquisition of businesses (38 494) – –

Net cash outflows from investing activities (95 770) (70 956) (3 796)Cash flows from financing activitiesLoans received 30 000 – –Forfeitable share plan awards (15 354) (15 069) (10 019)Treasury shares acquired (937) (51 811) (12 084)

Net cash inflows/(outflows) from financing activities 13 709 (66 880) (22 103)Net (decrease)/increase in cash and cash equivalents (5 858) (36 483) 72 269Cash and cash equivalents at beginning of year 93 363 129 846 57 577

Cash and cash equivalents at end of year 87 505 93 363 129 846

57

ANNEXURE 5

PRO FORMA FINANCIAL INFORMATION OF THE SCHEME (LONG4LIFE)

The table below sets out the pro forma f inancial effects of the Scheme. Pro forma f inancial effects are presented in respect of the year ended 31 March 2017 for purposes of the Companies Act, Regulation 106 requirements as well as the JSE Listings Requirements.

The pro forma consolidated statement of comprehensive income for the year 31 March 2017 and pro forma consolidated statement of financial position at 31 March 2017 have been prepared for illustrative purposes only, based on current information available to management, in order to provide information about the financial effects of the Scheme on the financial position and financial results of Long4Life. Due to its nature, the pro forma financial information may not fairly present Long4Life’s financial position, changes in equity and results of operations or cash flows after the Scheme, and are based on the assumptions that:

• for the purpose of calculating earnings per share and headline earnings per share for the year ended 31 March 2017, the Scheme was implemented on 1 April 2016; and

• for the purpose of calculating net asset value per share and net tangible asset value per share at 31 March 2017, the Scheme was implemented on 31 March 2017.

In terms of paragraph 8.26(d) of the JSE Listings Requirements “no changes must be made to pro forma f inancial information in respect of post statement of financial position events except in respect of any post statement of financial position corporate action of the issuer or the target, where it would be misleading not to make an adjustment”. Long4Life’s latest published results released are for the financial year ended 31 March 2017. Post this latest year-end, Long4Life raised R2 billion in capital by way of a private placement of ordinary shares which was open to institutional investors and successfully listed on the JSE on 7 April 2017. The listing of Long4Life constitutes a material corporate action that would have a significant impact on the Long4Life Shareholders and Holdsport Shareholders, and would materially alter the pro forma effects of the Scheme. As such, adjustments have been made to account for the listing. The pro forma financials effects of the acquisitions of Sorbet and Inhle have not been taken into account as regulatory and non-regulatory conditions precedent remain outstanding at the time of this Circular.

The accounting policies of Long4Life have been used in calculating the pro forma financial effects. The accounting policies used are consistent with the existing accounting policies used by Long4Life for its latest annual financial statements for the year ended 31 March 2017 and the accounting policies herein have been applied on the same basis.

Although the market capitalisation of Holdsport as at the Last Practicable Date is larger than Long4Life’s market capitalisation, both the Holdsport Board and the Long4Life Board are of the view that Proposed Transaction should not be disclosed as a reverse acquisition in accordance with IFRS. With reference to the pertinent facts and circumstances, the following consideration as laid out in IFRS3 Business Combinations Appendix B15 and B16, were taken into account to reach this conclusion:

• Long4Life’s current total assets and net asset value are both greater than that of Holdsport based on its latest reported figures;



The Directors of Long4Life are responsible for the preparation of the pro forma financial information contained in this Annexure.

The Independent Reporting Accountants’ reasonable assurance report on the pro forma financial information is set out in Annexure 6 to this Circular.

58





on the JSEBefore the

Scheme

Holdsportannualresults

Otheradjust-ments

Pro formaafter the


SchemeR’000 Note 1 Note 2 Note 3 Note 4 Note 5 Note 6

Revenue – – – 1 828 600 – 1 828 600Cost of sales – – – (950 080) – (950 080)

Gross profit – – – 878 520 – 878 520Other income – – – 9 568 – 9 568Trading expenses – – – (614 400) (1 492) (615 892)Director’s emoluments (130) – (130) – – (130)Scheme costs – – – – (8 129) (8 129)

Operating profit/(loss) (130) – (130) 273 688 (9 621) 263 937Finance income – 150 718 150 718 6 439 – 157 157Finance cost – – – (14 074) – (14 074)

Profit/(Loss) before taxation (130) 150 718 150 588 266 053 (9 621) 407 020Taxation – (42 201) (42 201) (74 858) 418 (116 641)

Profit/(Loss) after taxation (130) 108 517 108 387 191 195 (9 203) 290 379Attributable to:Equity holders of the company (130) 108 517 108 387 191 195 (9 203) 290 379

Profit/(Loss) after taxation (130) 108 517 108 387 191 195 (9 203) 290 379Profit/(Loss) after taxation (130) 108 517 108 387 191 195 (9 203) 290 379Profit on disposal of property, plant and equipment – – – (321) – (321)Taxation on profit on disposal of property, plant and equipment – – – 90 – 90

Headline earnings (130) 108 517 108 387 190 964 (9 203) 290 148Weighted average shares in issue, net of treasury shares (’000) – 405 000 405 000 41 969 494 260 899 260Earnings per ordinary shareBasic and diluted earnings per share (cents) (130 000.0) 26.8 32.3Headline earnings per share (cents) (130 000.0) 26.8 32.3

Notes



3. The financial information in the “Before the Scheme” column is calculated as the sum of the financial information in the “Long4Life annual results” column and the “Listing of Long4Life securities on the JSE” column.

4. The financial information in the “Holdsport annual results” column has been prepared based on Holdsport’s audited consolidated financial results for the 12 months ended 28 February 2017.

59





6. The financial information in the “Pro forma after the implementation of the Scheme” column has been presented as the sum of the financial information in the “Before the Scheme” column, the “Pro forma Long4Life results” column, and the “Other adjustments” column. The number of shares used to determine the per share values was determined as the number of Long4Life Shares in issue at 28 February 2017, the number of Long4Life shares issued on Long4Life’s listing and the number of Long4Life Shares issued in terms of the Option A Scheme Consideration.


8. All earnings per share calculations have been performed on a net of treasury shares basis.

60






Scheme


IFRS10adjustments

Otheradjustments

Pro formaafter the


Scheme


and 6 Note 7 Note 8

ASSETSNon-current assets – – – 739 981 2 083 423 – 2 823 404

Property, plant and equipment – – – 131 233 – – 131 233Interest in subsidiaries – – – – – – –Goodwill and other intangibles – – – 608 748 2 083 423 – 2 692 171

Current assets – 2 000 000 2 000 000 658 762 (45 204) 6 105 2 619 663

Inventories – – – 511 845 – – 511 845Assets held for sale – – – 21 082 – – 21 082Trade and other receivables – – – 30 879 – – 30 879Derivative instruments – – – – – – –Taxation – – – 7 451 – 6 105 13 556Cash and cash equivalents – 2 000 000 2 000 000 87 505 (45 204) – 2 042 301

TOTAL ASSETS – 2 000 000 2 000 000 1 398 743 2 038 219 6 105 5 443 067

EQUITY AND LIABILITIESCapital and reservesShare capital – 2 000 000 2 000 000 229 312 2 858 683 – 5 087 995Treasury shares – – – (64 832) 64 832 – –Share-based payment reserve – – – (25 724) – 1 492 (24 232)Transactional costs for issuing equity instruments (18 763) – (18 763) – – – (18 763)Retained earnings/ (accumulated losses) (130) – (130) 885 296 (885 296) (9 203) (9 333)

Total equity (18 893) 2 000 000 1 981 107 1 024 052 2 038 219 (7 711) 5 035 667Non-current liabilities – – – 233 259 – 5 687 238 946

Loan – – – 160 000 – – 160 000Deferred taxation – – – 30 762 – 5 687 36 449Straight-lining lease liability – – – 42 497 – – 42 497

Current liabilities 18 893 – 18 893 141 432 – 8 129 168 454

Trade and other payables 18 893 – 18 893 138 376 – 8 129 165 398Loan – – – – – – –Derivative instruments – – – 3 056 – – 3 056Taxation – – – – – – –

Total liabilities 18 893 – 18 893 374 691 – 13 816 407 400

TOTAL EQUITY AND LIABILITIES – 2 000 000 2 000 000 1 398 743 2 038 219 6 105 5 443 067

Number of shares in issue, net of treasury shares (’000) – 405 000 405 000 41 889 494 260 – 899 260Net asset value/(deficit) per share (cents) (18 892 900.0) 489.2 560.0Tangible net asset value/(deficit) per share (cents) (18 892 900.0) 489.2 266.7

61

Notes






• All of Holdsport’s capital and reserves are required to be reversed on consolidation.

• The value of the Long4Life Shares issued in terms of the Option A Scheme Consideration based on Long4Life’s 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 is required to be credited to share capital.

• The value of the Holdsport Shares acquired by Long4Life prior to the Scheme is credited from cash and cash equivalents.

• Goodwill reflected on Holdsport’s balance sheet as at 28 February 2017 was reversed.

• The net difference between value of the Long4Life Shares issued in terms of the Option A Scheme Consideration plus the value of the Holdsport Shares acquired by Long4Life prior to the Scheme and Holdsport’s capital reserves as at 28 February2017 less goodwill reflected on Holdsport’s balance sheet as at 28 February 2017 was recognised as goodwill (refer to note 6).




R’000

Assumed Purchase Consideration 3 133 199Scheme consideration based on the 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 3 087 995Holdsport shares acquired by Long4Life prior to the Scheme 45 204

Adjusted book net asset value as at 28 February 2017 646 112Book net asset value of Holdport as at 28 February 2017 (excluding the share-based payment reserve) 1 049 776Less: Holdsport’s goodwill (not including other intangibles) (403 664)









10. All net asset value per share calculations have been performed on a net of treasury shares basis.

62






Scheme


Otheradjustments

Pro formaafter the


SchemeR’000 Note 1 Note 2 Note 3 Note 4 Note 5 Note 6

Revenue – – – 1 828 600 – 1 828 600Cost of sales – – – (950 080) – (950 080)

Gross profit – – – 878 520 – 878 520Other income – – – 9 568 – 9 568Trading expenses – – – (614 400) (1 492) (615 892)Director’s emoluments (130) – (130) – – (130)Scheme costs – – – – (8 129) (8 129)

Operating profit/(loss) (130) – (130) 273 688 (9 621) 263 937Finance income – 150 718 150 718 6 439 (15 391) 141 766Finance cost – – – (14 074) – (14 074)

Profit/(Loss) before taxation (130) 150 718 150 588 266 053 (25 012) 391 629Taxation – (42 201) (42 201) (74 858) 4 727 (112 332)

Profit/(Loss) after taxation (130) 108 517 108 387 191 195 (20 285) 279 297

Attributable to:Equity holders of the company (130) 108 517 108 387 191 195 (20 285) 279 297

Profit/(Loss) after taxation (130) 108 517 108 387 191 195 (20 285) 279 297Profit/(Loss) after taxation (130) 108 517 108 387 191 195 (20 285) 279 297Profit on disposal of property, plant and equipment – – – (321) – (321)Taxation on profit on disposal of property, plant and equipment – – – 90 – 90

Headline earnings (130) 108 517 108 387 191 195 (20 285) 279 297Weighted average shares in issue, net of treasury shares (’000) – 405 000 405 000 41 969 457 497 862 497Earnings per ordinary shareBasic and diluted earnings per share (cents) (130 000.0) 26.8 32.4Headline earnings per share (cents) (130 000.0) 26.8 32.4

Notes


2. The financial information in the “Listing of Long4Life securities on the JSE” has been prepared in accordance with the provisions of the JSE Listings Requirements. In terms of paragraph 8.26(d) of the JSE Listings Requirements “no changes must be made to pro forma financial information in respect of post statement of financial position events except in respect of any post statement of financial position corporate action of the issuer or the target, where it would be misleading not to make an adjustment”. Long4Life’s latest published results released are for the financial year ended 31 March 2017. Post this latest year-end, Long4Life raised R2 billion in capital by way of a private placement of ordinary shares which was open to institutional investors and successfully listed on the JSE on 7 April 2017. The listing of Long4Life constitutes a material corporate action that would have a significant impact on the Long4Life Shareholders and Holdsport Shareholders, and would materially alter the pro forma effects of the Scheme. As such, adjustments have been made to account for the listing. The cash raised on listing will be used to fund the Cash Component to the extent Holdsport Shareholders elect the Option B Scheme Consideration. In order to draw comparison to the financial results of Holdsport, pro forma finance income has been calculated based on the cash raised on listing. The finance income earned has been calculated as the cash raised on listing of R2 billion earning interest at 7.2875% accounted for 12 months from 1 April 2016 to 31 March 2017, compounded monthly.

3. The financial information in the “Before the Scheme” column is calculated as the sum of the financial information in the “Long4Life annual results” column and the “Listing of Long4Life securities on the JSE” column





63

• The issue of Long4Life Shares in terms of the Option B Scheme Consideration is reflected in the “Number of shares in issue” row.

• The negative adjustment to finance income with respect to the Maximum Cash Scheme Consideration of R204 million earning interest at 7.2875% accounted for 12 months from 1 April 2016 to 31 March 2017, compounded monthly.



8. All earnings per share calculations have been performed on a net of treasury shares basis.

64






Scheme


IFRS10adjustments

Otheradjustments

Pro formaafter the

implemen-tation of the

Scheme


and 6 Note 7 Note 8

ASSETSNon-current assets – – – 739 981 2 057 977 – 2 797 958

Property, plant and equipment – – – 131 233 – – 131 233Interest in subsidiaries – – – – – – –Goodwill and other intangibles – – – 608 748 2 057 977 – 2 666 725

Current assets – 2 000 000 2 000 000 658 762 (249 444) 6 105 2 415 423

Inventories – – – 511 845 – – 511 845Assets held for sale – – – 21 082 – – 21 082Trade and other receivables – – – 30 879 – – 30 879Derivative instruments – – – – – – –Taxation – – – 7 451 – 6 105 13 556Cash and cash equivalents – 2 000 000 2 000 000 87 505 (249 444) – 1 838 062

TOTAL ASSETS – 2 000 000 2 000 000 1 398 743 1 808 533 6 105 5 213 381

EQUITY AND LIABILITIESCapital and reservesShare capital – 2 000 000 2 000 000 229 312 2 628 997 – 4 858 309Treasury shares – – – (64 832) 64 832 – –Share-based payment reserve – – – (25 724) – 1 492 (24 232)Transactional costs for issuing equity instruments (18 763) – (18 763) – – – (18 763)Retained earnings/ (accumulated losses) (130) – (130) 885 296 (885 296) (9 203) (9 333)

Total equity (18 893) 2 000 000 1 981 107 1 024 052 1 808 533 (7 711) 4 805 981Non-current liabilities – – – 233 259 – 5 687 238 946

Loan – – – 160 000 – – 160 000Deferred taxation – – – 30 762 – 5 687 36 449Straight-lining lease liability – – – 42 497 – – 42 497

Current liabilities 18 893 – 18 893 141 432 – 8 129 168 454

Trade and other payables 18 893 – 18 893 138 376 – 8 129 165 398Loan – – – – – – –Derivative instruments – – – 3 056 – – 3 056Taxation – – – – – – –

Total liabilities 18 893 – 18 893 374 691 – 13 816 407 400

TOTAL EQUITY AND LIABILITIES – 2 000 000 2 000 000 1 398 743 1 808 533 6 105 5 213 381

Number of shares in issue, net of treasury shares (’000) – 405 000 405 000 41 889 457 497 – 862 497Net asset value/(deficit) per share (cents) (18 892 900.0) 489.2 557.2Tangible net asset value/(deficit) per share (cents) (18 892 900.0) 489.2 254.4

65

Notes





5. The financial information in the “IFRS10 adjustment” column has been prepared in accordance with IFRS 10 – Consolidated Financial Statements. Post the implementation of the Scheme, Holdsport will become a wholly-owned subsidiary of Long4Life, who will then be required to consolidate the results of Holdsport into the greater Long4Life group. In terms of IFRS 10, the following consolidation adjustments are required to be made:


• The value of the Long4Life Shares issued in terms of the Option B Scheme Consideration based on Long4Life’s 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 is required to be credited to share capital.

• The value of the Holdsport Shares acquired by Long4Life prior to the Scheme and the Cash Component of the Option B Scheme Consideration is required to be credited from cash and cash equivalents.


– Acquisition goodwill is calculated as the sum of the Long4Life Shares issued in terms of the Option B Scheme Consideration, the value of the Holdsport Shares acquired by Long4Life prior to the Scheme and the Cash Component of the Option B Scheme Consideration less Holdsport’s capital reserves (excluding the share-based payment reserve) as at 28 February 2017 net of goodwill reflected on Holdsport’s balance sheet as at 28 February 2017 (refer to note 6).

– The issue of Long4Life Shares in terms of the Option B Scheme Consideration is reflected in the “Number of shares in issue” row.

6. Goodwill and intangible assets adjustment represents the value paid in excess of the book net asset value of Holdsport. Based on preliminary fair value allocation exercise, the surplus of the Scheme Consideration over the book net asset value of Holdsport is attributed to goodwill and intangible assets. A fair value allocation exercise in terms of IFRS 3 – Business Combinations will need to be performed at the Effective Date.


R’000


Scheme consideration based on the 30-day VWAP up to the date of the first cautionary announcement on 3 July 2017 2 858 309Scheme consideration cash portion 204 240Holdsport shares acquired by Long4Life prior to the Scheme 45 204





7. The financial information in the “Other adjustments” column reflects the after-tax effect of the transaction costs incurred by both Long4Life and Holdsport related to the Scheme. For a breakdown of these costs please refer to paragraph 22 of the Circular.

8. The financial information in the “Pro forma after the implementation of the Scheme” column has been presented as the sum of the financial information in the “Before the Scheme” column, the “Pro forma Long4Life results” column, “IFRS10 adjustments” column and the “Other adjustments” column. The number of shares used to determine the per share values was determined as the number of Long4Life Shares in issue at 28 February 2017, the number of Long4Life shares issued on Long4Life’s listing and the number of Long4Life Shares issued in terms of the Option B Scheme Consideration.


10. All net asset value per share calculations have been performed on a net of treasury shares basis.

66

ANNEXURE 6

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION (LONG4LIFE)

The DirectorsLong4Life Limited7th FloorRosebank Towers13-15 Biermann AvenueRosebank2196

25 August 2017

Report on the Compilation of Pro forma Financial Information

The definitions and interpretations commencing on page 10 of the Circular to which this letter is attached apply mutatis mutandis to this report.

We have completed our assurance engagement to report (“Report”) on the compilation of pro forma earnings and diluted earnings, headline and core headline earnings, net asset value and net tangible asset value per share of Long4Life (“the Company”), the pro forma statement of financial position of the Company, the pro forma satatement of profit and loss and other comprehensive income of the Company and the related notes, including a reconciliation showing all of the pro forma adjustments ot the share capital, reserves and other equity items relating to the Company, (collectively “Pro forma Financial Information”). The Pro forma Financial Information is set out in the Salient Features, paragraph 1.1.6 of the Combined Circular (“Circular”) to be issued by Holdsport and Long4Life (“the Company”) on or about 31 August 2017.

The Pro forma Financial Information has been compiled by the directors of Long4Life Limited (“Long4Life”) to illustrate the impact of the proposed offer by Long4Life to acquire all of the issued shares in Holdsport and the Scheme of Arrangement (“the Transaction”) on the Company’s financial position as at 31 March 2017 and the Company’s financial performance for the year ended 31 March 2017.

As part of this process, the Company’s earnings, diluted earnings, headline earnings and core headline earnings per share, net asset value and net tangible asset value per share, statement of profit and loss and other comprehensive income and statement of financial position have been extracted by the directors from the Company’s published financial statements for the period ended 31 March 2017 (“Published Financial Information”), which was independently audited by Deloitte Inc. In addition, the directors have calculated the net asset value and net tangible asset value per share as at 31 March 2017 based on financial information extracted from the Published Financial Information.

Directors’ Responsibility for the Pro forma Financial Information

The directors of Long4Life are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria as detailed in paragraphs 8.15 to 8.33 of the Listings Requirements of the JSE Limited and the SAICA Guide on Pro forma Financial Information, revised and issued in September 2014 (“Applicable Criteria”).

Reporting accountant’s independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (“IRBA Code”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B).

The firm applies International Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

67

Reporting Accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the directors on the basis of the Applicable Criteria, based on our procedures performed.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the reporting accountants comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the Pro forma Financial Information on the basis of the Applicable Criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any Published Financial Information used in compiling the Pro forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the Published Financial Information used in compiling the Pro forma Financial Information.

The purpose of Pro forma Financial Information included in the Circular is solely to illustrate the impact of the Transaction on the unadjusted Published Financial Information as if the Transaction had been undertaken on 1 April 2016 for purposes of the pro forma earnings, diluted earnings, headline and core headline earnings per share and on 31 March 2017 for purposes of the net asset value and net tangible asset value per share. Accordingly, we do not provide any assurance that the actual outcome of the Transaction, subsequent to its implementation, will be as presented in the Pro forma Financial Information.

A reasonable assurance engagement to report on whether the Pro forma Financial Information has been properly compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the directors in the compilation of the Pro forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Transaction and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to the Applicable Criteria; and

• The Pro forma Financial Information reflects the proper application of those pro forma adjustments to the unadjusted Published Financial Information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the Company, the Transaction in respect of which the Pro forma Financial Information has been compiled and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria.

Yours faithfully

KPMG Inc.

Per Pierre ConradieChartered Accountant (SA)Registered AuditorDirector

68

ANNEXURE 7

HISTORICAL FINANCIAL INFORMATION OF LONG4LIFE

AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2016 AND THE NINE MONTHS ENDED 31 MARCH 2017

A complete set of the Long4Life financial statements are available on the Long4Life website http://www.long4life.co.za.

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

R

Audited9 months

ended31 March

2017

Auditedperiodended

30 June2016

Director’s emoluments (130 000) –

Loss before taxation (130 000) –Taxation – –

Loss for the year attributable to shareholders (130 000) –Other comprehensive income/(expense) net of taxation – –

(130 000) –

Basic and diluted loss per share (cents) (130 000) –Headline earnings per share (cents) (130 000) –


R

Audited31 March

2017

Audited30 June

2016

ASSETSNon-current assetsInterest in subsidiaries – –Current assetsCash and cash equivalents 100 100

TOTAL ASSETS 100 100

EQUITY AND LIABILITIESCapital and reservesShare capital 100 100Transactional costs for issuing equity instruments (18 763 000) –Accumulated loss (130 000) –

Total equity (18 892 900) 100LiabilitiesOther payables 18 893 000 –

TOTAL EQUITY AND LIABILITIES 100 100

Net (deficit)/asset value per share (188 929) 1

69

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

RStated

Capital

Transactionalcosts for

issuing equityinstruments

Accumulatedloss Total

Issue of shares 100 – – 100

Balance at 30 June 2016 100 – – 100Transactional costs for issuing equity instruments – (18 763 000) – (18 763 000)Loss for the year – – (130 000) (130 000)

Balance at 31 March 2017 100 (18 763 000) (130 000) (18 892 900)

CONSOLIDATED STATEMENT OF CASH FLOWS

R

Audited9 months

ended31 March

2017

Auditedperiodended

30 June2016

Cash flows from operating activitiesCash utilised from operations – –

Loss before tax (130 000) –Working capital changes excluding transactional costs for issuing equity instruments 130 000 –

Cash flows from investing activitiesAcquisition of subsidiaries – –Cash flows from financing activitiesIssued share capital – 100Net (decrease)/increase in cash and cash equivalents – 100Cash and cash equivalents at beginning of year 100 –

Cash and cash equivalents at end of year 100 100

70

ANNEXURE 8

EXCHANGE CONTROL REGULATIONS

The settlement of the Scheme Consideration for both Certificated Shareholders and Dematerialised Shareholders will be subject to the Exchange Control Regulations.

The following is a summary of the relevant Exchange Control Regulations. Shareholders who are not resident in South Africa, or who have registered addresses outside South Africa, must satisfy themselves as to the full observance of the laws of the relevant jurisdiction concerning the receipt of the Scheme Consideration, including obtaining any required governmental or other consents, observing any other required formalities and paying any issue, transfer or other taxes due in that jurisdiction. If any Shareholder is in any doubt, he should consult his professional advisers without delay.

(1) RESIDENTS OF THE COMMON MONETARY AREA

In the case of:

Certificated Shareholders whose registered address in the Register are within the Common Monetary Area and whose Documents of Title are not restrictively endorsed in terms of the Exchange Control Regulations, the Scheme Consideration will be paid by way of EFT or posted to such Shareholders in accordance with paragraph 5.5;

or

Dematerialised Shareholders whose registered address in the Register are within the Common Monetary Area and have not been restrictively designated in terms of the Exchange Control Regulations, the Scheme Consideration will be credited directly to the accounts nominated for the relevant Shareholders by their duly appointed CSDP or Broker in terms of the provisions of the custody agreement with their CSDP or Broker.

(2) EMIGRANTS FROM THE COMMON MONETARY AREA

In the case of Shareholders who are emigrants from the Common Monetary Area and whose Shares form part of their blocked assets, the Scheme Consideration will:

in the case of Certificated Shareholders whose Documents of Title are restrictively endorsed in terms of the Exchange Control Regulations, be forwarded to the Authorised Dealer in foreign exchange in South Africa controlling such Shareholders’ blocked assets in terms of the Exchange Control Regulations. The attached Form of Election, Surrender and Transfer (blue) makes provision for details of the Authorised Dealer concerned to be given;

or

in the case of Dematerialised Shareholders whose registered address in the Register are within the Common Monetary Area and have not been restrictively designated in terms of the Exchange Control Regulations, be paid to their CSDP or Broker, which shall arrange for same to be credited directly to the blocked Rand bank account of the Shareholder concerned with their Authorised Dealer in foreign exchange in South Africa.

(3) ALL OTHER NON-RESIDENTS OF THE COMMON MONETARY AREA

The Scheme Consideration accruing to non-resident Shareholders whose registered address is outside the Common Monetary Area and who are not emigrants from the Common Monetary Area will:

in the case of Certificated Shareholders whose Documents of Title have been restrictively endorsed in terms of the Exchange Control Regulations, be paid by way of EFT or posted to their registered address in accordance with paragraph 5.5. The attached Form of Election, Surrender and Transfer (blue) makes provision for a substitute address or bank details;

or

in the case of Dematerialised Shareholders, be paid to their duly appointed CSDP or Broker and credited to such Shareholders in terms of the provisions of the custody agreement with their CSDP or Broker.

71

(4) INFORMATION NOT PROVIDED

If the information regarding Authorised Dealers is not given or the instructions are not given and no bank account or address details for the Shareholder in question appears in the Register, the Scheme Consideration will be held in trust by Holdsport or the Transfer Secretaries on behalf of Holdsport.

72

ANNEXURE 9

SECTION 115: REQUIRED APPROVAL FOR TRANSACTIONS CONTEMPLATED IN CHAPTER 5 OF THE COMPANIES ACT

(1) Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless:

(a) the disposal, amalgamation or merger, or scheme of arrangement –

(i) as been approved in terms of this section; or

(ii) is pursuant to or contemplated in an approved business rescue plan for that company, in terms of Chapter 6; and

(b) to the extent that Parts B and C of this Chapter and the Takeover Regulations apply to a company that proposes to –

(i) dispose of all or the greater part of its assets or undertaking;

(ii) amalgamate or merge with another company; or

(iii) implement a scheme of arrangement, the TRP has issued a compliance certificate in respect of the transaction, in terms of section 119(4)(b), or exempted the transaction in terms of section 119(6).

(2) A proposed transaction contemplated in subsection (1) must be approved –

(a) by a special resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which sufficient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter, or any higher percentage as may be required by the company’s Memorandum of Incorporation, as contemplated in section 64(2);

(b) by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders of the company’s holding company if any, if –

(i) the holding company is a company or an external company;

(ii) the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and

(iii) having regard to the consolidated financial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and

(c) by the court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6).

(3) Despite a resolution having been adopted as contemplated in subsections (2)(a) and (b), a company may not proceed to implement that resolution without the approval of a court if –

(a) the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution and, within five business days after the vote, any person who voted against the resolution requires the company to seek court approval; or

(b) the court, on an application within 10 business days after the vote by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of the transaction in accordance with subsection (7).

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(4) For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights –

(a) required to be present, or actually present, in determining whether the applicable quorum requirements are satisfied; or

(b) required to be voted in support of a resolution, or actually voted in support of the resolution.

(4A) In subsection (4), “act in concert” has the meaning set out in section 117(1)(b).

(5) If a resolution requires approval by a court as contemplated in terms of subsection (3)(a), the company must either –

(a) within 10 business days after the vote, apply to the court for approval, and bear the costs of that application; or

(b) treat the resolution as a nullity.

(6) On an application contemplated in subsection (3)(b), the court may grant leave only if it is satisfied that the applicant –

(a) is acting in good faith;

(b) appears prepared and able to sustain the proceedings; and

(c) has alleged facts which, if proved, would support an order in terms of subsection (7).

(7) On reviewing a resolution that is the subject of an application in terms of subsection (5)(a), or after granting leave in terms of subsection (6), the court may set aside the resolution only if –

(a) the resolution is manifestly unfair to any class of holders of the company’s securities; or

(b) the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the company, or other significant and material procedural irregularity.

(8) The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if that person –

(a) notified the company in advance of the intention to oppose a special resolution contemplated in this section; and

(b) was present at the meeting and voted against that special resolution.

(9) If a transaction contemplated in this Part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a court for an order to effect –

(a) the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction;

(b) the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction;

(c) the transfer of shares from one person to another;

(d) the dissolution, without winding-up, of a company, as contemplated in the transaction;

(e) incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or

(f) any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger.

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ANNEXURE 10

SECTION 164: DISSENTING SHAREHOLDERS’ APPRAISAL RIGHTS

(1) This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

(2) If a company has given notice to shareholders of a meeting to consider adopting a resolution to –

(a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or

(b) enter into a transaction contemplated in section 112, 113, or 114,

that notice must include a statement informing shareholders of their rights under this section.

(3) At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

(4) Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who –

(a) gave the company a written notice of objection in terms of subsection (3); and

(b) has neither –

(i) withdrawn that notice; or

(ii) voted in support of the resolution.

(5) A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if –

(a) the shareholder –

(i) sent the company a notice of objection, subject to subsection (6); and (ii) in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(ii) the company has adopted the resolution contemplated in subsection (2); and

(b) the shareholder –

(i) voted against that resolution; and

(ii) has complied with all of the procedural requirements of this section.

(6) The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

(7) A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within –

(a) 20 business days after receiving a notice under subsection (4); or

(b) if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been adopted.

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(8) A demand delivered in terms of subsections (5) to (7) must also be delivered to the TRP, and must state –

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder seeks payment; and

(c) a demand for payment of the fair value of those shares.

(9) A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless –

(a) the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);

(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c) the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

(10) If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

(11) Within five business days after the later of –

(a) the day on which the action approved by the resolution is effective;

(b) the last day for the receipt of demands in terms of subsection (7)(a); or

(c) the day the company received a demand as contemplated in subsection (7)(b), if applicable, the company must send to each shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.

(12) Every offer made under subsection (11) –

(a) in respect of shares of the same class or series must be on the same terms; and

(b) lapses if it has not been accepted within 30 business days after it was made.

(13) If a shareholder accepts an offer made under subsection (12) –

(a) the shareholder must either in the case of –

(i) shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or

(ii) uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b) the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and –

(i) tendered the share certificates; or

(ii) directed the transfer to the company of uncertificated shares.

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(14) A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has –

(a) failed to make an offer under subsection (11); or

(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

(15) On an application to the court under subsection (14) –

(a) all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b) the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c) the court –

(i) may determine whether any other person is a dissenting shareholder who should be joined as a party;

(ii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii) in its discretion may –

(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv) may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the fair value by the court; and

(v) must make an order requiring –

(aa) the dissenting shareholders to either withdraw their respective demands, or to comply with subsection (13)(a); and

(bb) the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection (13)(a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under this section.

(15A) At any time before the court has made an order contemplated in subsection (15)(c)(v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case –

(a) that shareholder must comply with the requirements of subsection 13(a); and

(b) the company must comply with the requirements of subsection 13(b);

(16) The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

(17) If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pays its debts as they fall due and payable for the ensuing 12 months –

(a) the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b) the court may make an order that –

(i) is just and equitable, having regard to the financial circumstances of the company; and

(ii) ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other financial obligations as they fall due and payable.

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(18) If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

(19) For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to –

(a) the provisions of that section; or

(b) the application by the company of the solvency and liquidity test set out in section 4.

(20) Except to the extent –

(a) expressly provided in this section; or

(b) that the TRP rules otherwise in a particular case,

a payment by a company to a shareholder in terms of this section does not obligate any person to make a comparable offer under section 125 to any other person.

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ANNEXURE 11

TRADING HISTORY OF HOLDSPORT SHARES

Set out below is a table showing the aggregate volumes and values traded, closing price and the highest and lowest prices traded in Holdsport Shares for:

• each month over the 12 months preceding the Last Practicable Date prior to the date of issue of this Circular; and

• each day over the 30 days preceding the Last Practicable Date and prior to the date of issue of this Circular

PeriodHigh

(cents)Low

(cents)Close(cents) Volume

Value Traded(R)

MonthlyAugust 2016 6 370 5 763 6 205 1 325 313 7 974 848 380September 2016 6 500 5 620 5 750 2 139 247 13 102 228 320October 2016 6 250 5 699 5 899 1 389 368 8 180 559 292November 2016 6 149 5 502 5 950 1 942 148 11 149 462 610December 2016 6 099 5 650 5 893 1 319 507 7 713 928 560January 2017 6 598 5 778 6 101 986 337 5 950 659 768February 2017 6 349 5 901 6 122 608 848 3 679 084 148March 2017 6 400 5 802 6 000 1 090 933 6 560 599 021April 2017 6 500 5 800 6 329 1 468 588 8 843 912 858May 2017 6 334 5 752 5 907 1 998 361 11 983 327 080June 2017 5 900 5 607 5 763 1 501 165 8 660 947 070July 2017 7 300 5 823 6 688 3 751 891 24 367 304 716August 2017 6 800 6 426 6 675 2 402 850 16 045 039 850

Daily13 July 2017 6 100 6 046 6 100 3 329 20 205 84014 July 2017 6 150 6 079 6 100 8 537 52 063 96017 July 2017 6 100 6 100 6 100 – –18 July 2017 6 094 6 084 6 084 254 1 547 83619 July 2017 6 065 6 050 6 051 130 799 791 418 00020 July 2017 6 111 6 052 6 111 11 753 71 597 78021 July 2017 6 250 6 111 6 250 11 698 72 358 61024 July 2017 6 700 6 255 6 555 90 774 597 315 10025 July 2017 7 300 6 545 6 670 1 099 992 7 458 077 00026 July 2017 6 700 6 602 6 650 291 469 1 949 809 00027 July 2017 6 701 6 625 6 637 106 966 713 940 40028 July 2017 6 712 6 637 6 700 542 533 3 633 865 00031 July 2017 6 701 6 673 6 688 461 582 3 092 379 0001 August 2017 6 700 6 650 6 680 153 466 1 024 971 0002 August 2017 6 799 6 660 6 670 410 451 2 741 496 0003 August 2017 6 799 6 679 6 700 151 089 1 014 482 0004 August 2017 6 800 6 684 6 700 1 148 333 7 695 794 0007 August 2017 6 740 6 674 6 675 45 908 306 559 1008 August 2017 6 705 6 680 6 683 14 414 96 536 02010 August 2017 6 700 6 665 6 684 1 820 12 193 13011 August 2017 6 690 6 565 6 565 82 806 548 999 70014 August 2017 6 645 6 500 6 553 32 361 211 474 40015 August 2017 6 619 6 426 6 557 78 521 511 703 20016 August 2017 6 600 6 451 6 488 19 633 128 554 60017 August 2017 6 501 6 461 6 499 61 919 402 157 50018 August 2017 6 600 6 460 6 560 3 926 25 574 700

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PeriodHigh

(cents)Low


Value Traded(R)

21 August 2017 6 700 6 511 6 700 34 657 230 286 50022 August 2017 6 700 6 568 6 633 41 916 279 758 90023 August 2017 6 767 6 531 6 702 103 436 692 682 20024 August 2017 6 716 6 653 6 675 18 194 121 816 900

Source: Bloomberg

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ANNEXURE 12

TRADING HISTORY OF LONG4LIFE SHARES

Set out below is a table showing the aggregate volumes and values traded, closing price and the highest and lowest prices traded in Long4Life Shares for:

• each month since the listing date of Long4Life being 7 April 2017 up to the Last Practicable Date prior to the date of issue of this Circular; and

• each day over the 30 days preceding the Last Practicable Date and prior to the date of issue of this Circular.

PeriodHigh

(cents)Low


Value Traded(R)

MonthlyApril 2017 750 526 610 5 700 150 3 576 748 520May 2017 650 543 648 17 656 400 10 932 354 960June 2017 675 589 610 9 733 410 6 042 428 520July 2017 838 592 615 20 027 326 12 499 753 910August 2017 639 604 625 9 054 852 5 571 111 080

Daily13 July 2017 630 620 620 120 283 75 033 42014 July 2017 630 610 620 301 955 187 297 70017 July 2017 645 615 615 357 591 222 133 80018 July 2017 655 616 619 104 553 65 608 30019 July 2017 650 615 631 180 789 114 025 90020 July 2017 690 650 685 266 620 177 942 80021 July 2017 710 695 702 252 348 177 150 90024 July 2017 811 710 780 479 628 374 763 40025 July 2017 838 592 606 10 249 665 6 346 150 00026 July 2017 637 601 603 3 453 580 2 126 330 00027 July 2017 620 600 605 1 036 293 631 270 60028 July 2017 630 610 617 1 137 436 697 924 60031 July 2017 648 615 615 517 266 322 497 3001 August 2017 639 612 612 334 628 206 068 3002 August 2017 626 607 610 374 822 230 053 8003 August 2017 630 610 615 1 181 128 728 323 9004 August 2017 635 605 605 869 505 537 368 9007 August 2017 628 615 619 363 115 225 438 7008 August 2017 629 615 627 134 100 83 387 34010 August 2017 629 615 615 104 736 65 406 95011 August 2017 628 615 618 200 072 124 115 30014 August 2017 626 608 612 248 340 152 712 10015 August 2017 624 606 609 1 552 769 953 655 10016 August 2017 620 609 609 1 145 748 699 021 80017 August 2017 610 604 604 1 078 573 656 056 90018 August 2017 615 605 608 203 632 124 137 10021 August 2017 615 606 606 377 759 230 094 60022 August 2017 629 607 622 107 276 65 994 99023 August 2017 635 620 625 325 033 203 661 30024 August 2017 634 625 625 453 616 285 614 000

Source: Bloomberg

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ANNEXURE 13

DEALINGS IN HOLDSPORT AND LONG4LIFE SHARES BY PROVIDERS OF IRREVOCABLE UNDERTAKINGS

Dealings in Holdsport Shares for the period beginning six months before the Last Practicable Date by parties who have provided irrevocable undertakings are as follows:

DatePurchase/Sale

Volumebought

Volumesold

PurchasePrice

(cents)

SellingPrice

(cents)

Old Mutual Customised Solutions8 February 2017 Sale 202 6 15010 February 2017 Sale 1 422 6 0998 March 2017 Sale 18 699 6 02031 March 2017 Sale 16 876 6 00028 April 2017 Purchase 1 268 6 0502 May 2017 Purchase 6 588 6 15316 May 2017 Purchase 4 822 5 99219 May 2017 Sale 6 790 5 90022 May 2017 Sale 8 735 5 8366 June 2017 Purchase 1 592 5 8957 June 2017 Purchase 3 655 5 78715 June 2017 Purchase 577 5 65023 June 2017 Sale 4 943 5 82911 July 2017 Purchase 9 282 6 020

Kevin Hodgson22 May 2017 Awarded Holdsport shares 50 000 6 0009 June 2017 Off-market sale of shares 470 000 5 72315 June 2017 Off-market sales of shares 5 469 5 650

Toni Haarburger15 June 2017 Off-market sales of shares 3 715 5 650

Bradley Moritz22 May 2017 Awarded Holdsport shares 33 334 6 00012 June 2017 On-market sale of shares 70 000 5 78815 June 2017 Off-market sales of shares 13 319 5 650

Jacobus Petrus Loubser22 May 2017 Awarded Holdsport shares 33 334 6 00015 June 2017 Off-market sales of shares 13 319 5 650

Anthony Shaw22 May 2017 Awarded Holdsport shares 12 500 6 00015 June 2017 Off-market sales of shares 2 925 5 650

Stuart Young22 May 2017 Awarded Holdsport shares 25 000 6 00015 June 2017 Off-market sales of shares 2 343 5 650

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DatePurchase/Sale

Volumebought

Volumesold

PurchasePrice

(cents)

SellingPrice

(cents)

Allan Gray3 January 2017 Purchase 188 5 90016 January 2017 Sale 7 000 5 88122 February 2017 Sale 7 000 6 00011 July 2017 Sale 55 638 6 01211 July 2017 Purchase 54 638 6 01211 July 2017 Purchase 1 000 6 012

Dealings in Long4Life Shares for the period beginning six months before the Last Practicable Date by parties who have provided irrevocable undertakings are as follows:

DatePurchase/Sale

Volumebought

Volumesold

PurchasePrice

(cents)

SellingPrice

(cents)

Old Mutual Investment Group4 April 2017 Purchase 258 273 5004 April 2017 Purchase 343 360 5004 April 2017 Purchase 415 410 5004 April 2017 Purchase 687 163 5004 April 2017 Purchase 790 400 5004 April 2017 Purchase 956 084 5004 April 2017 Purchase 1 084 358 5004 April 2017 Purchase 1 371 652 5004 April 2017 Purchase 2 271 895 5004 April 2017 Purchase 2 362 166 5004 April 2017 Purchase 3 866 414 5004 April 2017 Purchase 10 150 912 5004 April 2017 Purchase 15 441 913 50029 June 2017 Sale 74 674 599

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NOTICE CONVENING THE SCHEME MEETING

If you are in any doubt as to what action you should take in respect of the Scheme Meeting and/or the following resolutions, please consult your CSDP, Broker, banker, attorney, accountant or other professional adviser immediately.

THE ATTENTION OF SHAREHOLDERS IS DRAWN TO ANNEXURES 9 AND 10, AS WELL AS PARAGRAPH 5.7, OF THE CIRCULAR TO WHICH THIS NOTICE OF SCHEME MEETING IS ATTACHED WHICH SETS OUT THE PROVISIONS OF SECTIONS 115 AND 164 OF THE COMPANIES ACT.

All terms used in this notice of Scheme Meeting shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings attributed to them in the Circular to which this notice of Scheme Meeting is attached (“Notice”).

Shareholders are reminded that:

• a Shareholder entitled to attend and vote at the Scheme Meeting is entitled to appoint one or more proxies to attend, speak and vote in its stead at the Scheme Meeting in the place of that Shareholder, and Shareholders are referred to the attached Form of Proxy in this regard;

• a proxy need not also be a Shareholder; and

• in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of Shareholders must present reasonably satisfactory identification to the Chairperson, and the Chairperson must be reasonably satisfied that the right of any person to participate in and vote (whether as Shareholder or as proxy for a Shareholder) has been reasonably verified.

A. NOTICE

Notice is hereby given that a meeting of the Shareholders of Holdsport, as at the Scheme Voting Record Date of Friday, 22 September 2017, will be held at 11:00 on Tuesday, 3 October 2017 at The Mill House, 1 Canterbury Street, Cape Town for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter.

B. WHO MAY ATTEND AND VOTE?

Record Date

The Holdsport Board determined that, in terms of section 62(3)(a), read with section 59 of the Companies Act, the Scheme Voting Record Date, being the date on which Holdsport Shareholders who are entitled to attend and vote at the Scheme Meeting will be determined, will be Friday, 22 September 2017. Accordingly, the last day to trade Holdsport Shares in order to be recorded in the Register to vote at the Scheme Meeting will be Tuesday, 19 September 2017.

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Attending in person or by proxy

If you hold Dematerialised Holdsport Shares which are registered in your own-name or if you are the registered holder of Certificated Holdsport Shares:

• you may attend the Scheme Meeting in person; or

• alternatively, you may appoint a proxy to represent you at the Scheme Meeting by completing the attached Form of Proxy (yellow) in accordance with the instructions contained therein and returning it to the Transfer Secretaries to be received not later than 11:00 on Friday, 29 September 2017 (or 24 hours before the resumption of an adjourned Scheme Meeting which date, if necessary, will be released on SENS), being 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time of the Scheme Meeting. A proxy need not be a shareholder of the Company. The Form of Proxy may also be handed to the Chairman of the Scheme Meeting or adjourned Scheme Meeting before the Scheme Meeting is due to commence or recommence.

The attached Form of Proxy (yellow) is only to be completed by those Holdsport Shareholders who:

• hold Holdsport Shares in certificated form; or

• are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.

If you hold Dematerialised Holdsport Shares which are not registered in your name:

• and wish to attend the Scheme Meeting, you must obtain the necessary Letter of Representation from your CSDP or Broker to attend the Scheme Meeting in person or by proxy and vote;

• and do not wish to attend the Scheme Meeting but would like your vote to be recorded at the meeting, you should contact your CSDP or Broker and furnish them with your voting instructions in terms of the relevant custody agreement entered into between you and your CSDP or Broker; and

you must not complete the attached Form of Proxy (yellow).

Electronic Participation

Shareholders or their proxies may participate in (but not vote at) the Scheme Meeting by way of a teleconference call and, if they wish to do so:

• must contact the Company secretary (by email at the address [email protected]) no later than 11:00 on Friday, 29 September 2017 in order to obtain a pin number and dial-in details for that conference call;

• will be required to provide reasonably satisfactory identification; and

• will be billed separately by their own telephone service providers for their telephone call to participate in the Scheme Meeting,

provided that Holdsport Shareholders and their proxies will not be able to vote telephonically at the Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the Scheme Meeting.

Identification

In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified. Accordingly, all Scheme Meeting participants will be required to provide reasonably satisfactory identification to the chairperson of the Scheme Meeting in order to participate in and vote at the Scheme Meeting.

Voting

All resolutions put to the vote shall be decided by way of a poll. Every Holdsport Shareholder who is present in person, by proxy or represented at the Scheme Meeting shall on a poll have that proportion of the total votes in the Company which the aggregate amount of the nominal value of the Holdsport Shares held by that Holdsport Shareholder bears to the aggregate of the nominal value of all the Holdsport Shares issued by the Company.

C. PURPOSE OF THE SCHEME MEETING

The purpose of the Scheme Meeting is to consider and if deemed fit, pass with or without modification all resolutions set out below.

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SPECIAL RESOLUTION NUMBER 1 – APPROVAL OF THE SCHEME IN TERMS OF SECTIONS 114 AND 115 OF THE COMPANIES ACT

“Resolved that the Scheme (as more fully described in paragraph 5 of the Circular to which this notice convening the Scheme Meeting is attached), in terms of which Long4Life, will, subject to the fulfillment or waiver of the Conditions Precedent (save for any Condition Precedent relating to the passing of this special resolution), and on the Operative Date, acquire 100% of the Scheme Shares, in exchange for the Scheme Consideration, be and is hereby approved as a special resolution in terms of section 115(2)(a) of the Companies Act.”

In order for Special Resolution Number 1 to be passed the support of at least 75% of all of the voting rights exercised on the resolution by the Holdsport Shareholders (eligible to vote) present in person or represented by proxy at the Scheme Meeting, excluding an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them (as contemplated in section 115(4) of the Companies Act).

Special Resolution Number 1 is required to approve the Scheme by the requisite percentage of voting rights pursuant to which Long4Life will acquire 100% of the Scheme Shares from the Scheme Participants (whether they voted in favour of this Special Resolution Number 1 or not, or abstained or refrained from voting) and the Scheme Shares will be subsequently delisted.

SPECIAL RESOLUTION NUMBER 2 – REVOCATION OF SPECIAL RESOLUTION NUMBER 1 IF SCHEME DOES NOT BECOME UNCONDITIONAL, IS NOT CONTINUED AND DISSENTING SHAREHOLDERS HAVE EXERCISED APPRAISAL RIGHTS UNDER SECTION 164 OF THE COMPANIES ACT

“Resolved that, subject to and in the event of –

i) Special Resolution Number 1 being approved by the Shareholders; and

ii) the Scheme not becoming unconditional for whatever reason; and

iii) the Company and/or Long4Life making an announcement on SENS to the effect that the Scheme shall not be continued or pursued any further, made unconditional or revived; and

iv) any Dissenting Shareholders of Holdsport having exercised their Appraisal Rights under section 164 of the Companies Act,

Special Resolution Number 1 is revoked with effect from the date of the announcement contemplated in (iii) above, as contemplated in section 164(9)(c) of the Companies Act.”

Special Resolution Number 2 will only be put to Shareholders to vote on if Holdsport receives written notice from any Shareholder objecting to the Scheme in terms of section 164(3) of the Companies Act.

In order for Special Resolution Number 2 to be passed the support of at least 75% of all of the voting rights exercised on the resolution by the Holdsport Shareholders (eligible to vote) present in person or represented by proxy at the Scheme Meeting.

Special Resolution Number 2 is required because the Scheme will not be given effect to in the circumstances contemplated above.

ORDINARY RESOLUTION NUMBER 1 – AUTHORITY GRANTED TO DIRECTORS

“Resolved that any one Director or the Company secretary of Holdsport be and are hereby authorised to do all things, sign all documents and take all such actions as required and generally do anything necessary or desirable to give effect to and implement Special Resolution Number 1 and Special Resolution Number 2 set out above and all such actions taken prior hereto be and is hereby ratified and approved.”

In order for Ordinary Resolution Number 1 to be passed the support of more than 50% of all of the voting rights exercised on the resolution by the Holdsport Shareholders (eligible to vote) present in person or represented by proxy at the Scheme Meeting.

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QUORUM

The Scheme Meeting may not begin until sufficient persons are present (in person or represented by proxy) at the Scheme Meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Scheme Meeting. A matter to be decided at the Scheme Meeting may not begin to be considered unless sufficient persons are present at the meeting (in person or represented by proxy) to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda. In addition, a quorum shall consist of at least three Shareholders of Holdsport personally present or represented by proxy (and if the Shareholder is a body corporate, it must be represented) and entitled to vote at the Scheme Meeting on matters to be decided by Shareholder.

D. APPRAISAL RIGHTS FOR DISSENTING SHAREHOLDERS

In terms of section 164 of the Companies Act, at any time before the Special Resolution as set out in this notice of Scheme Meeting is voted on, a Shareholder may give Holdsport a written notice objecting to the Special Resolution.

A Shareholder may demand that Holdsport pay the Shareholder the fair value for all of the Holdsport Shares held by that person if:

• the Shareholder has sent the Company a notice of objection in terms of section 164(3) of the Companies Act;

• Holdsport has adopted the Special Resolution; and

• the Shareholder voted against the Special Resolution and has complied with all of the procedural requirements of section 164 of the Companies Act.

Shareholders are referred to paragraph 5.7 of the Circular to which this notice is attached for more information regarding Appraisal Rights. A copy of section 164 of the Companies Act is set out in Annexure 10 to the Circular to which this notice is attached.

By order of the Holdsport Board

31 August 2017

PRINTED BY INCE (PTY) LTD REF. JOB014072

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FORM OF PROXY

Where appropriate and applicable the terms defined in the Circular to which this Form of Proxy is attached forms part of and shall bear the same meaning in this Form of Proxy.

For use by the holders of Certificated Shares and/or Dematerialised Shares held through a CSDP or Broker who have selected “own-name” registration, registered as such at the close of business on the Scheme Voting Record Date, at the Scheme Meeting to be held at 11:00 on Tuesday, 3 October 2017 at The Mill House, 1 Canterbury Street, Cape Town or any postponement or adjournment thereof. The Form of Proxy may also be handed to the Chairman of the Scheme Meeting or adjourned Scheme Meeting before the Scheme Meeting is due to commence or recommence.

Dematerialised Shareholders who have not selected “own-name” registration must inform their CSDP or Broker timeously of their intention to attend and vote at the Scheme Meeting or be represented by proxy thereat in order for the CSDP or Broker to issue them with the necessary letter of representation to do so or provide the CSDP or Broker timeously with their voting instruction should they not wish to attend the Scheme Meeting in order for the CSDP or Broker to vote in accordance with their instructions at the Scheme Meeting.

I/We (full name/s in BLOCK LETTERS)

of (address)

being the holder ofordinary shares in the capital of the Company, do hereby appoint (see note):

1. or failing him/her,

2. or failing him/her,

3. the chairperson of the Scheme Meeting,

as my/our proxy to act for me/us on my/our behalf at the Scheme Meeting in accordance with the following instructions (see note 2):

Number of votesFor Against Abstain

Special Resolution Number 1Approval of the SchemeSpecial Resolution Number 2Revocation of Special Resolution Number 1 if Scheme lapses and is not continuedOrdinary Resolution Number 1Authorisation of directors

Signed at on 2017

Signature

Assisted by (where applicable)

Telephone number ( )

Cellphone number

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Notes:

1. Every Shareholder present in person or by proxy and entitled to vote at the Scheme Meeting shall in the event of a poll be entitled to one vote in respect of each Share in the Company held by him/her.

2. The Form of Proxy must only be used by Certificated Shareholders or Shareholders who hold Dematerialised Shares with “own-name” registration.

3. All other beneficial owners who have Dematerialised their Shares through a CSDP or Broker and wish to attend the Scheme Meeting must provide the CSDP or Broker with their voting instructions in terms of the relevant agreement entered into between them and the CSDP or Broker.

4. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space/s provided overleaf, with or without deleting “the chairperson of the Scheme Meeting”, but any such deletion must be initialled by the Shareholder. Should this space be left blank, the chairperson of the Scheme Meeting will exercise the proxy. The person whose name appears first on the Form of Proxy and who is present at the Scheme Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

5. A Shareholder’s voting instructions to the proxy must be indicated by the insertion of an “X” or the number of votes exercisable by that Shareholder in the appropriate spaces provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the Shares held by the Shareholder concerned. Failure to do this shall be deemed to authorise the proxy to vote or to abstain from voting at the Scheme Meeting, as he/she thinks fit in respect of all the Shareholder’s exercisable votes. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by his/her proxy, but the total number of votes cast, or those in respect of which abstention is recorded, may not exceed the total number of votes exercisable by the Shareholder or by his/her proxy.

6. A minor or any person under incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Transfer Secretaries.

7. The completed Form of Proxy must be lodged with the Transfer Secretaries of the Company:

Computershare Investor Services Proprietary Limited,Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posted toPO Box 61763, Marshalltown, 2107Republic of South AfricaE-mail: [email protected]

to reach, for administrative purposes, the Transfer Secretaries on or before 11:00 on 29 September 2017, being at least 48 hours (excluding Saturdays, Sundays and public holidays in the Republic of South Africa) before the time appointed for the holding of the Scheme Meeting. Should the Form of Proxy not be delivered to the Transfer Secretaries by this time, you will be required to furnish a copy of such Form of Proxy to the chairperson of the Scheme Meeting before the appointed proxy exercises any of your Shareholder rights at the Scheme Meeting.

8. Documentary evidence establishing the authority of a person signing this Form of Proxy in a representative capacity must be attached to this Form of Proxy unless previously recorded by the Transfer Secretaries or waived by the chairperson of the Scheme Meeting.

9. The completion and lodging of this Form of Proxy shall not preclude the relevant Shareholder from attending the Scheme Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.

10. The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this Form of Proxy, other than the deletion of alternatives, must be initialled by the signatory/ies.

11. The chairperson of the Scheme Meeting may reject or accept any Form of Proxy which is completed other than in accordance with these instructions provided that he is satisfied as to the manner in which a Shareholder wishes to vote.

12. Where there are joint holders of Shares:

a. any one holder may sign the Form of Proxy;

b. the vote(s) of the senior Shareholders (for that purpose seniority will be determined by the order in which the names of Shareholders appear in the Register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint Shareholder(s).

Summary of the rights established in terms of section 58 of the Companies Act:

For purposes of this summary, the term “shareholder” shall have the meaning ascribed thereto in section 57(1) of the Companies Act.

1. At any time, a shareholder of a company is entitled to appoint an individual, including an individual who is not a shareholder of that company, as a proxy, to participate in, and speak and vote at, a shareholders’ meeting on behalf of the shareholder.

2. A proxy appointment must be in writing, dated and signed by the relevant shareholder, and such proxy appointment remains valid for one year after the date upon which the proxy was signed, or any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c) of the Companies Act or expires earlier as contemplated in section 58(8)(d) of the Companies Act.

3. Except to the extent that the memorandum of incorporation of a company provides otherwise:

3.1 a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such shareholder;

3.2 a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and

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3.3 a copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other person on behalf of the relevant company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting.

4. Irrespective of the form of instrument used to appoint a proxy, the appointment of the proxy is suspended at any time and to the extent that the shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company.

5. Unless the proxy appointment expressly states otherwise, the appointment of a proxy is revocable. If the appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the company.

6. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the relevant shareholder as of the later of the date: (a) stated in the revocation instrument, if any; or (b) upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Companies Act.

7. If the instrument appointing a proxy or proxies has been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company’s memorandum of incorporation to be delivered by such company to the shareholder, must be delivered by such company to the shareholder, or to the proxy or proxies, if the shareholder has directed the relevant company to do so in writing and paid any reasonable fee charged by the company for doing so.

8. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the memorandum of incorporation, or the instrument appointing the proxy provide otherwise.

9. If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy:

9.1 such invitation must be sent to every shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised;

9.2 the invitation, or form of instrument supplied by the relevant company, must: (a) bear a reasonably prominent summary of the rights established in section 58 of the Companies Act; (b) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by such shareholder; and (c) provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour or against the applicable resolution/s to be put at the relevant meeting, or is to abstain from voting;

9.3 the company must not require that the proxy appointment be made irrevocable; and

9.4 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act.

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FORM OF ELECTION, SURRENDER AND TRANSFER IN RESPECT OF SCHEME (“FORM”)

Important notes concerning this Form:

• This Form is only for use in respect of the scheme of arrangement proposed by the Holdsport Board between Holdsport and its Shareholders (“the Scheme”) in accordance with the requirements of section 114 of the Companies Act, 2008.

• Full details of the Scheme are contained in the Circular to Holdsport Shareholders, dated 31 August 2017 (“Circular”), to which this Form is attached. Accordingly, all terms used in this Form shall, unless the context otherwise requires or they are otherwise defined herein, have the meaning attributed to them in the Circular.

• Scheme Participants can elect to receive the Option A Scheme Consideration or the Option B Scheme Consideration. In the absence of an election by 12:00 on the Scheme Consideration Record Date, the relevant Scheme Participants will be deemed to have elected to receive the Option B Scheme Consideration.

• A Dissenting Shareholder who subsequently becomes a Scheme Participant after the Scheme Consideration Record Date will be deemed to have elected to receive the Option B Scheme Consideration.

• This Form is attached for the convenience of certificated Holdsport Shareholders who may wish to surrender their Documents of Title prior to the date of the Scheme Meeting to be held at 11:00 on Tuesday, 3 October 2017.

HOLDERS OF DEMATERIALISED HOLDSPORT SHARES MUST NOT COMPLETE THIS FORM.

INSTRUCTIONS:

1. The surrender of Documents of Title is for use only by Certificated Scheme Participants.

2. A separate Form is required for each Certificated Scheme Participant.

3. Part A must be completed by all Scheme Participants who return this Form.

4. Part B must be completed by all Scheme Participants who are emigrants from South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland (collectively “the Common Monetary Area”).

5. If this Form is returned with the relevant Documents of Title to Holdsport Shares, it will be treated as a conditional surrender which is made subject to the Scheme becoming operative. In the event of the Scheme not becoming operative for any reason whatsoever, Computershare Investor Services Proprietary Limited will, by not later than five Business Days after the date upon which it becomes known that the Scheme will not be operative, return the Documents of Title to the Holdsport Shareholders concerned, by registered post, at the risk of such Holdsport Shareholders.

6. Persons who have acquired Holdsport Shares after the date of the issue of the Circular to which this Form is attached, may obtain copies of the Form and the Circular from Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107).

7. The Scheme Consideration will not be sent to Certificated Scheme Participants unless and until Documents of Title in respect of the relevant Scheme Shares have been surrendered to Computershare Investor Services Proprietary Limited.

8. If a Scheme Participant fails to complete the Form in respect of all of the Holdsport Shares, held by such Scheme Participant or if the election by the Scheme Participant in respect of any Holdsport Shares held by such Scheme Participant is unclear, that Scheme Participant will be deemed to have elected to receive the Option B Scheme Consideration in respect of such Holdsport Shares.

To: Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107)

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Dear Sirs

PART A: To be completed by ALL Scheme Participants who return this Form.

I/We hereby surrender the Holdsport share certif icate/s and/or other Documents of Title attached hereto, representing Holdsport Shares, registered in the name of the person mentioned below and authorise the Transfer Secretaries, conditional upon the Scheme becoming operative, to register the transfer of these Holdsport Shares into the name of Long4Life or its nominee(s):

Name of Holdsport Shareholder Certificate number(s)

Number of Holdsport Shares covered by each certificate(s) enclosed

Total

against payment of the following Scheme Consideration:

Please select one option ONLY Tick one Block ONLYOption A Scheme ConsiderationOption B Scheme Consideration

This Block is only to be completed by Scheme Participants who have elected the Option B Scheme Consideration and also elect to apply for Excess Scheme Cash (this is a voluntary selection).

Tick the box to apply for Excess Scheme CashI/We hereby apply for Excess Scheme Cash1

1. The allocation of Excess Scheme Cash will result in a reciprocal increase in the Cash Component and a decrease in the Share Component for Scheme Participants who elect to apply for Excess Scheme Cash. Any increase in the Cash Component and reciprocal decrease in the Share Component will be in intervals of whole Ratio Points and not fractions of Ratio Points.

Surname or Name of corporate body:

First name(s) in full

Title (Mr, Mrs, Miss, Ms, etc)

Address to which the Scheme Consideration should be sent (if different from registered address)

Postal code

Note:

Signature of Holdsport Shareholders

Name and address of agent lodging this Form (if any)

Assisted by me (if applicable)

(State full name and capacity)

Date 2017

Telephone number (Home) ( )

Telephone number (Work) ( )

Cellphone number

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PART B: To be completed by emigrants of the Common Monetary Area.

Nominated authorised dealer in the case of a Scheme Participant who is an emigrant from the Common Monetary Area (see note 2 below). NB: PART A must also be completed.

Name of dealer Account number

Address

PART C: Bank Account details of Holdsport Shareholders.

To be completed in BLOCK CAPITALS by Holdsport Shareholders who have selected Option B Scheme consideration and will receive payment of the Cash Component by way of EFT. Documents of Title need to be received on or before 12:00 on Friday, 20 October 2017.

I/We, being a holder/s of Holdsport Shares hereby request that the Cash Component, be electronically deposited into my/our bank account, the details of which are as follows:

Name of account holder (no third party accounts):

Bank name:

Branch name:

Branch code:

Account number:

Signature of Shareholder:

Assisted by me (if applicable):

(State full name and capacity):

Date:

Tel (Home) ( ) Tel (Work) ( ) Cell phone

In terms of FICA, Computershare Investor Services Proprietary Limited will only be able to record the bank details if certified true copies of the Shareholder’s ID Document and Bank Statement are submitted with this Form.

PART D: To be completed in BLOCK CAPITALS by Holdsport Shareholders who are emigrants from the Common Monetary Area (“emigrants”) and non-residents of the Common Monetary Area (see notes 1 and 2 below).

The Scheme Consideration will be forwarded to the authorised dealer in foreign exchange in South Africa controlling the emigrant’s blocked assets in terms of the Exchange Control Regulations as nominated below for its control and credited to the emigrant’s blocked assets account. Accordingly, Holdsport Shareholder emigrants must provide the following information:

Name of authorised dealer:

Account number:

Address:

Account number:

If emigrants make no nomination above, the Company Secretary will hold the consideration in trust. Non-residents: Must complete Part D if they wish the Scheme Consideration to be paid to an authorised dealer in South Africa.

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Notes and instructions:

1. Emigrants from the Common Monetary Area must complete Part B.

2. All other non-residents of the Common Monetary Area must complete Part D if they wish the Scheme Consideration to be paid to an authorised dealer in South Africa.

3. If Part B is not properly completed by emigrants, the Scheme Consideration will be held in trust by the Company Secretary pending receipt of the necessary nomination or instruction. No interest will be paid on the amount so held in trust.

4. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE, lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this Form.

5. Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in South Africa which has control of their blocked assets in Part B of this Form. Failing such nomination, the Scheme Consideration due to such Scheme Participants in accordance with the provisions of the Scheme will be held by Holdsport, pending instructions from the Scheme Participants concerned.

6. Any alteration to this Form must be signed in full and not initialled.

7. If this Form is signed under a power of attorney, then such power of attorney, or a notarially certif ied copy thereof, must be sent with this Form for noting (unless it has already been noted by Holdsport or the Transfer Secretaries). This does not apply in the event of this Form bearing a JSE Broker’s stamp.

8. Where the Scheme Participant is a company or a close corporation, unless it has already been registered with Holdsport or the Transfer Secretaries, a certif ied copy of the directors’ or members’ resolution authorising the signing of this Form must be submitted if so requested by Holdsport.

9. If this Form is not signed by the Scheme Participant, the Scheme Participant will be deemed to have irrevocably appointed the Transfer Secretaries to implement the Scheme Participant’s obligations under the Scheme on his or her behalf.

10. Where there are any joint holders of any Scheme Shares, only that holder whose name stands first in the Register in respect of such Shares need sign this Form.

11. A minor must be assisted by his or her parent or guardian, unless the relevant documents establishing his or her legal capacity are produced or have been registered by the Transfer Secretaries.