Clarification Announcement and Lifting of Suspension PEMBURY LIFESTYLE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2013/205899/06) (“PL Group” or “the Company”) ISIN Code: ZAE000222949 JSE Code: PEM CLARIFICATION ANNOUNCEMENT AND LIFTING OF SUSPENSION Following the JSE’s review of the Annual Report issued for the year ended 31 December 2017 ahead of the lifting of the suspension of the Company, in accordance with a request from the JSE, shareholders are advised of the make up of the R140 million worth of shares issued by the Company at the time of listing, which is summarised in the table below: Details R Extinguishing of liabilities with property vendors and other third parties by way of agreed uptake (as opposed to cash) as part of the Preferential Offer as defined in the Prospectus: - property vendors (see analysis below) 61 000 000 - other third parties: 9 000 000 Capitalisation of Shareholder Loan 18 947 060 Cash 51 402 940 Total 140 000 000 The main differences between the Prospectus and actual events are as follows: • As announced on SENS 18 April 2017, the Hartbeespoort Property remained as a finance lease asset with the finance liability remaining with Company of approximately R22 million; • The Vendor Loans of R24 million from Zephan Properties Proprietary Limited (“Zephan”) against two properties (Willow View and Northriding), which were to attract interest at 15%, were settled in full through the issue of 24 million shares at R1 per share ahead of the listing; • A higher shareholder loan was capitalised as opposed to the R10 million envisaged in the Prospectus, as detailed in the interim results for the six months ended 30 June 2017. Per the prospectus, a summary of properties acquired or to be acquired by PLG Properties in terms of the Acquisition Agreements is listed below. These properties are all occupied by PLG Schools: Purchase Balance Vendor Net Cash Independent Price Deposits Owed Loans Owed Valuation Property R’000 R’000 R’000 R’000 R’000 R’000 Raslouw 1 and 2 16 650 700 15 950 - 15 950 28 100 Springs R3 500 200 3 300 - 3 300 9 000 Hartbeespoort 22 000 2 500 19 500 - 19 500 40 000 Allens View 7 500 500 7 000 - 7 000 15 000 Mellow Oaks 12 250 1 000 11 250 - 11 250 23 500 Randfontein 6 000 1 000 5 000 - 5 000 12 500 Willow View 34 000 - 34 000 10 500 23 500 32 500 Northriding 35 000 - 35 000 13 500 21 500 36 200 TOTAL 136 900 5 900 131 000 24 000 107 000 196 800 Certain of the above property acquisitions provided for deferred payment terms of all or a portion of the above amounts. Based on the liabilities settled with property vendors and cash amounts paid, the updated summary is presented below: Settled Settled by from way of Balance Vendor Net Cash cash agreed Total Balance Owed Loans Owed proceeds uptake settled owed Property R’000 R’000 R’000 R’000 R’000 R’000 R’000 Raslouw 1 and 2 15 950 - 15 950 15 950 - 15 950 - Springs 3 300 - 3 300 - - - 3 300 Hartbeespoort* 19 500 - 19 500 - - - 19 500 Allens View 7 000 - 7 000 - - - 7 000 Mellow Oaks 11 250 - 11 250 6 450 4 800 11 250 - Randfontein 5 000 - 5 000 - 2 200 2 200 2 800 Willow View 34 000 10 500 23 500 7 500 26 500 34 000 - Northriding 35 000 13 500 21 500 7 500 27 500 35 000 - TOTAL 136 900 24 000 107 000 37 400 61 000 98 400 32 600 * - continues to be owned by way of a finance lease The transfer of the two properties acquired from Zephan has taken longer than expected but is now expected to be finalised before 31 December 2018. However, the Group has had all the risks and rewards of ownership of Willow View and Northriding with effect from 1 April 2017. Any fair value adjustments or impairments as detailed in the prospectus will only be recognised on transfer of the properties. The other third parties are detailed in the table below: Name Amount (R) Mr Lourens Martinus Brits 500 000 Arbor Capital (Capital Raising fee) 3 500 000 South Central Manufactures (Pty) Ltd 5 000 000 TOTAL 9 000 000 Shareholders are advised that the JSE has accordingly agreed to the lifting of the suspension in trade in PL Group securities. BY ORDER OF THE BOARD Johannesburg 21 November 2018 Designated Advisor Arbor Capital Sponsors Date: 21/11/2018 08:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.