EOH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
A2X share code: EOH ISIN: ZAE000071072
("EOH" or the "Company" or the "Group")


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION.



FINALISATION ANNOUNCEMENT IN RESPECT OF THE EOH RENOUNCEABLE RIGHTS OFFER



Shareholders are referred to the declaration announcement published on the Stock Exchange News
Service ("SENS") on Tuesday, 17 January 2023 relating to a renounceable rights offer to qualifying
EOH shareholders ("Rights Offer"), and are advised that the Company has received formal approval
in respect of the Rights Offer Circular from the Issuer Regulation Division of the JSE Limited and that
all suspensive conditions to the Rights Offer have now been fulfilled.


TERMS OF THE RIGHTS OFFER

EOH shareholders are advised that the board of directors of the Group (the "Board") has resolved to
proceed with the Rights Offer to raise, in the aggregate, gross proceeds of R500 million. The Rights
Offer is fully committed and underwritten. Certain EOH shareholders, representing approximately 30%
of the issued ordinary shares in the Company (excluding treasury shares), have provided irrevocable
commitments to follow their rights in full, and Aeon Investment Management Proprietary Limited
("Aeon"), Anchor Capital Proprietary Limited ("Anchor Capital") and Visio Fund Management
Proprietary Limited ("Visio"), have collectively agreed to underwrite the remainder of the Rights Offer,
subject to customary terms and conditions.

The Rights Offer will consist of an offer of 384 615 384 renounceable rights to subscribe for new EOH
ordinary shares ("Right Offer Shares") in the ratio of 227 Rights Offer Shares for every 100 EOH
ordinary shares held by EOH shareholders (excluding EOH shareholders resident or located in the
restricted jurisdictions to be set out in the Rights Offer Circular, as defined below) on the record date of
the Rights Offer, being Friday, 27 January 2023, ("Ratio of Entitlement") and/or such proportionate
lower number of Rights Offer Shares in respect of a holding of less than 100 EOH ordinary shares,
offered for a subscription price of R1.30 per Rights Offer Share.

The Rights Offer issue price represents a discount of approximately 30% and 58% to the theoretical ex-
rights price and to the EOH share price, respectively, as at market close on Wednesday, 18 January
2023. The Rights Offer Shares will constitute approximately 69% of the Company’s post-Rights Offer
ordinary share capital.
EOH shareholders may commence trading the letters of allocation from commencement of business on
Wednesday, 25 January 2023 until the close of business on Tuesday, 7 February 2023, both days
inclusive, under the JSE code EOHN and ISIN ZAE000316444 and the Rights Offer Shares from
commencement of business on Wednesday, 8 February 2023.


SHAREHOLDER COMMITMENTS AND UNDERWRITING

Certain EOH shareholders have entered into irrevocable undertakings in favour of the Company to
subscribe for, and/or recommend to their clients to subscribe for, and pay for in full, all of the Rights
Offer Shares which such EOH shareholders are entitled to as of the record date, representing
approximately 30% of all EOH ordinary shares in issue (excluding treasury shares).

The remainder of the Rights Offer is underwritten by Aeon, Anchor Capital and Visio ("Underwriters"),
subject to customary terms and conditions.

The Rights Offer has therefore been de-risked.


EXCESS APPLICATIONS

Qualifying shareholders will be permitted to apply for Rights Offer Shares not taken up in excess of their
pro rata entitlement in terms of the Rights Offer ("Excess Shares"), should there be Excess Shares
available for allocation. Such Excess Shares will be allocated equitably, taking into consideration the
number of EOH ordinary shares held by the qualifying shareholder that applies for Excess Shares prior
to such allocation, including Rights Offer Shares taken up as a result of the Rights Offer, and the number
of Excess Shares applied for by such qualifying shareholder.

If all the Rights Offer Shares are taken up in the Rights Offer, then no Excess Shares will be available
for allocation to applicants pursuant to excess applications.



FRACTIONAL ENTITLEMENT

Only whole numbers of Rights Offer Shares will be issued to qualifying shareholders. The allocation of
Rights Offer Shares will be such that qualifying shareholders will not be allocated a fraction of a Rights
Offer Share and, accordingly, entitlements to Rights Offer Shares of 0.5 or greater will be rounded up
and less than 0.5 will be rounded down to the nearest whole number. Qualifying shareholders holding
less than 100 Ordinary Shares (if any), or not a whole multiple of 100 Ordinary Shares, will be entitled,
in respect of such holdings, to participate in the Rights Offer in the Ratio of Entitlement in accordance
with the table of entitlements in the Rights Offer Circular.



SALIENT DATES AND TIMES

Unless otherwise stated, capitalised terms used in the table below have the same meaning given in the Rights Offer Circular.


                                                                                                                        2023

 Finalisation Date                                                                                     Thursday, 19 January

 Publication of Rights Offer Circular on the Company’s website                                          Monday, 23 January
                                                                                                                        2023

 Last day for Shareholders in Restricted Territories to satisfy EOH that they can participate in        Tuesday, 24 January
 the Rights Offer

 Last date to trade to be eligible to participate in the Rights Offer                                   Tuesday, 24 January

 Ordinary Shares trade ex-Rights from 09:00                                                          Wednesday, 25 January

 Listing of and trading in Rights on the JSE under Alpha Code “EOHN” and ISIN                        Wednesday, 25 January
 ZAE000316444 from 09:00

 Circular (enclosing the Form of Instruction) posted to Qualifying Certificated Shareholders           Thursday, 26 January

 Record Date for Rights                                                                                   Friday, 27 January

 Rights Offer opens at 09:00                                                                            Monday, 30 January

 Qualifying Dematerialised Shareholders have their Broker or CSDP accounts credited with                Monday, 30 January
 their Rights

 Qualifying Certificated Shareholders have their Rights credited to an electronic account held by       Monday, 30 January
 the Transfer Secretaries

 Circular distributed to Qualifying Dematerialised Shareholders                                          Monday, 30 January

 Qualifying Certificated Shareholders (or their transferees) who want to sell their Rights to           Tuesday, 7 February
 ensure they have delivered the Form of Instruction to the Transfer Secretaries by no later than
 12:00

 Qualifying Certificated Shareholders (or their transferees) who want to renounce their Rights in       Tuesday, 7 February
 whole or in part must lodge their Forms of instruction to the Transfer Secretaries by 12:00

 Last day to trade in Letters of Allocation                                                             Tuesday, 7 February

 Listing and trading of Rights Offer Shares commences at 09:00                                       Wednesday, 8 February

 Record date for LAs.                                                                                    Friday, 10 February

 Certificated Shareholders wishing to exercise all or some of their Rights to lodge payment or
 proof of payment and Forms of Instruction with the Transfer Secretaries by 12:00

 Rights Offer closes for acceptances, and last time to submit excess applications, at 12:00              Friday, 10 February

 In respect of Qualifying Dematerialised Shareholders (or their transferees), CSDP or Broker           Monday, 13 February
 accounts debited with the Rights Offer Price and credited with the Rights Offer Shares at 09:00

 Results of Rights Offer released on SENS                                                              Monday, 13 February

 In respect of successful excess applications, Qualifying Dematerialised Shareholders’ (or their    Wednesday, 15 February
 transferees’) CSDP or Broker accounts debited with the Rights Offer Price and credited with
 Rights Offer Shares at 09:00

 In respect of successful excess applications, Rights Offer Shares issued to Qualifying             Wednesday, 15 February
 Shareholders (or their transferees)

 Refund payments (if any) in respect of unsuccessful applications by Qualifying Certificated        Wednesday, 15 February
 Shareholders (or their transferees) by EFT


Notes:
1. Share certificates in respect of Ordinary Shares may not be dematerialised or rematerialised, between Wednesday, 25
   January 2023 and Monday, 30 January 2023, both days inclusive.
2. CSDPs effect payment on a delivery versus payment (DvP) basis in respect of Dematerialised Shares.
3. Qualifying Dematerialised Shareholders are required to inform their CSDP or Brokers of their instructions in terms of the
   Rights Offer in the manner and time stipulated in the custody agreement governing the relationship between the Qualifying
   Dematerialised Shareholder and their CSDP or Broker. Qualifying Dematerialised Shareholders are advised to contact their
   CSDP or Broker as early as possible to establish what the cut-off dates and times are for acceptance of the Rights Offer, as
   set out in the custody agreement, as this may be earlier than the proposed closing time of the Rights Offer.
4. All of the above dates and times have been determined based on certain assumptions in relation to the Rights Offer and
   are subject to change. Shareholders will be notified of any amendments to the above dates and times on SENS.
5. Qualifying Certificated Shareholders must complete the Form of Instruction enclosed with this Circular and dispatch their
   Form of Instruction to the Transfer Secretaries so that it is received by no later than 12:00 (SAST) on Tuesday, 7 February
   2023 if they wish to dispose of a part or all of their Rights. The Transfer Secretaries will endeavour to procure the sale of
   your Rights on the JSE on your behalf and to remit the proceeds less any fees paid to the Transfer Secretaries and any
   applicable taxes, withholdings or other costs in accordance with your instructions. If you wish to renounce all or part of your
   Rights in favour of any named renouncee, you must complete Form B in the enclosed Form of Instruction, and the
   renouncee must complete Form C in the enclosed Form of Instruction, and return it to the Transfer Secretaries so as to be
   received by no later than 12:00 (SAST) on Tuesday, 7 February 2023.
6. All dates and times in the above table and quoted generally in this Circular are South Africa dates and times, unless otherwise
   stated.



RIGHTS OFFER CIRCULAR

Further details of the Rights Offer will be disclosed in the rights offer circular which will be made
available on EOH’s website (www.eoh.co.za) on Monday, 23 January 2023 ("Rights Offer Circular").
The Rights Offer Circular and form of instruction in respect of letters of allocation will be posted to
qualifying certificated shareholders on Thursday, 26 January 2023 and to qualifying dematerialised
shareholders on Monday, 30 January 2023.


Joint Financial Advisor
Rand Merchant Bank (a division of FirstRand Bank Limited)

Joint Financial Advisor
The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking
division)

Transaction Sponsor
The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking
division)

South African Legal Advisor to EOH
DLA Piper Advisory Services Proprietary Limited

Legal Advisor to Joint Financial Advisors
Bowman Gilfillan Incorporated t/a Bowmans

Johannesburg
Thursday, 19 January 2023


IMPORTANT NOTICE

This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of,
or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as
defined in the South African Companies Act 71 of 2008, as amended, ("Companies Act") or otherwise
and will not be distributed to any person in South Africa in any manner that could be construed as an
offer to the public in terms of the Companies Act. As a result, this announcement does not comply with
the substance and form requirements for a prospectus set out in the Companies Act and the South
African Companies Regulations, 2011, and has not been approved by, and/or registered with, the South
African Companies and Intellectual Property Commission or any other South African authority. Nothing
in this announcement should be viewed, or construed, as "advice", as that term is used in the South
African Financial Markets Act 19 of 2012, as amended, and/or Financial Advisory and Intermediary
Services Act 37 of 2002, as amended, ("FAIS Act").

The announcement constitutes factual, objective information about EOH and nothing contained herein
should be construed as constituting any form of investment advice or recommendation, guidance or
proposal of a financial nature as contemplated in the FAIS Act in respect of EOH or any transaction in
relation thereto. EOH and/or its representatives and advisors are not (and are not required to be)
Financial Services Providers as contemplated in the FAIS Act in South Africa and the contents of this
announcement must not be construed as constituting the canvassing for, or marketing or advertising
of, financial services by EOH and/or its representatives and advisors in South Africa. To the extent that
any of EOH’s representatives and advisors, including The Standard Bank of South Africa Limited and
Rand Merchant Bank, a division of FirstRand Bank Limited, ("Joint Financial Advisors") are
registered Financial Services Providers, none of them purport to provide, market or advertise financial
services to any person in respect of EOH and this announcement does not constitute financial advice,
or financial services, provided by the aforesaid to any person who is in possession of this
announcement.

This announcement is for distribution only to persons who (a) have professional experience in matters
relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, ("Order"); (b) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; (c) are outside the
United Kingdom; or (d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this announcement relates
is available only to relevant persons and will be engaged in only with relevant persons.

This announcement is only addressed to and directed at persons in Member States of the European
Economic Area ("EEA") and in the United Kingdom who are "Qualified Investors" within the meaning
of Article 2(e) of the Prospectus Regulation. The securities referred to herein are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with Qualified Investors. This announcement must not be acted on or relied on in any
Member State of the EEA or in the United Kingdom by persons who are not Qualified Investors. For the
purposes of this paragraph the expression "Prospectus Regulation" means Regulation (EU) 2017/1129
(as amended or superseded). It may be unlawful to distribute this announcement in certain other
jurisdictions. This announcement is not for distribution in the United States, Canada, Japan or Australia.
The information in this announcement does not constitute an offer of securities for sale in the United
States, Canada, Japan or Australia.

Further, the content of this announcement should not be construed as business, legal or tax advice. It
is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by EOH or any of the Joint Financial Advisors and Underwriters that any recipient of
this announcement should acquire any of EOH’s securities. Neither EOH nor any of the Joint Financial
Advisors and Underwriters is making any representation to any prospective investor regarding the
legality of an investment in EOH by such prospective investor under the laws and regulations applicable
to such prospective investor. Prospective investors should consult their own professional adviser before
making any investment decision with regard to EOH and in making an investment decision, prospective
investors must rely on their own analysis, enquiry and examination of EOH, including the merits and
risks therein. All investment is subject to risk. The value of the securities offered may go down as well
as up. Past performance is no guarantee of future returns.

The contents of this announcement have not been verified by the Joint Financial Advisors and
Underwriters in connection with the Rights Offer or any of their respective affiliates. Each Joint Financial
Advisor and Underwriter is acting on behalf of EOH and no one else in connection with the Rights Offer.
They will not regard any other person as their client in relation to the Rights Offer and will not be
responsible to anyone other than EOH for providing the protections afforded to their respective clients
nor for providing advice in relation to the Rights Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein. Neither the Joint Financial Advisors and
Underwriters, nor any of their respective directors, officers, employees, advisers, agents, alliance
partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes
any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness
or fairness of the information or opinion in this announcement (or whether any information has been
omitted from this announcement) or any other information relating to EOH, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. Accordingly, the Joint Financial Advisors and Underwriters
disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort,
delict or contract or that they might otherwise be found to have in respect of this announcement and/or
any such statement.