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Remgro Exchangeable Investor Pres v20160120.pptx\20 JAN 2016\8:18 PM\2

INVESTOR PRESENTATION

26 JANUARY 2016

(2)

2

DISCLAIMER

Important Notice

This presentation has been prepared by Remgro Limited (the "

Company") solely for use at investor meetings. For the purposes of this notice, this "presentation" shall include these slides and

any question-and-answer session that follows oral briefings by the Company's executives.

This presentation is for informational purposes only and is subject to amendment without notice. Neither this presentation nor any information posted on the Company's website

constitutes an offer or invitation to buy any securities in any jurisdiction, including the United States, or a recommendation in respect of buying, holding or selling any securities.

No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information presented or contained in

this presentation. In particular, actual results and developments may be materially different from any forecast, opinion or expectation about future events expressed in this presentation.

Forward-looking statements can be identified by words such as "plans", "expects", "intends", "estimates", "will", "may", "continue", "should" and similar expressions. Such forward-looking

statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. By

their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied

by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Past

performance is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future.

All views expressed are based on financial, economic, and other conditions as of the date hereof and the Company disclaims any obligation to update any forecast, opinion or expectation, or

other forward looking statement, to reflect events that occur or circumstances that arise after the date hereof.

This presentation may contain references to certain non-IFRS financial measures and operating measures. Such supplemental measures should not be viewed in isolation or as alternatives to

measures of the Company’s financial condition, results of operations or cash flows as presented in accordance with IFRS in its consolidated financial statements. Any non-IFRS financial and

operating measures used by the Company may differ from, and not be comparable to, similarly titled measures used by other companies.

The information contained in this presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice and this presentation does not take into account your

investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for seeking independent professional advice in relation to

the information contained in this presentation and any action taken of the basis thereof.

This presentation is confidential and is being delivered to selected recipients only. It may not be reproduced (in whole or in part), distributed or transmitted to any other person. Any failure to

comply with these restrictions may constitute a violation of applicable securities laws. By attending the meeting at which this presentation is being given, you will be deemed to have

represented, warranted and undertaken that you have read and agree to comply with the contents of this notice.

The shares of the Company are currently admitted to listing on the Johannesburg Securities Exchange (JSE) operated by JSE Limited in South Africa. The shares have not been and will not

be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an exemption from registration.

(3)

3

REMGRO AT A GLANCE

Notes

1. Reported Net Intrinsic Value (30-Jun-15) post potential capital gains tax liability, including central cash and other net corporate assets. Reported Net Intrinsic Value of the Group includes valuations of all investments, incorporating subsidiary and associated companies and joint ventures, either at listed market value or, in the case of unlisted investments, at directors’ valuation.

2. Market data as of 20-Jan-16 – ZAR Figures converted to USD at Spot FX rate of 16.87

3. Net Debt is calculated as Total Long-Term and Short Term Loans less Cash and Cash Equivalents +Investments in Money Market Funds

4. Net Intrinsic Value contribution (equity stake weighted) as disclosed in the FY15 Annual Report, contribution excludes Central Treasury, Corporate assets and Potential capital gains tax liability

Company Overview

• Investment holding company that manages all investee

companies on a decentralised basis

• Seven focus industries: Food, Liquor and Home Care; Banking;

Healthcare; Insurance; Industrial; Infrastructure; and Media and

Sport

– Investments in both listed and unlisted companies

– Two operating subsidiaries (controlling-stake) RCL Foods

and Wispeco

– Other investments include associated companies and joint

ventures, with significant influence through board

representations

• Established in the 1940s by late Dr Anton Rupert under

Rembrandt Group Limited (“Rembrandt”)

• Listed on the JSE with a market cap of ZAR119Bn / USD7.0Bn

(20-Jan-16)

– Major shareholding by Rupert family through Rupert

Beleggings (Pty) Ltd, ~43% voting stake

– Other major shareholder is Public Investment Corporation,

South African govt. owned investment manager, entitled to

~10% of shareholder vote

• Net Intrinsic Value (NIV) of ZAR149Bn / USD8.8Bn

(1)(2)

A Unique Investment Holding Company

Key Information – Latest Reported

Investments Overview By Type

(4)

Reported Net Intrinsic Value Breakdown (USD8.8Bn

(1)

)

Listed

80%

Private

20%

Key Information

(2)

ZAR MM

USD MM

Market Capitalisation

119,186

7,063

Reported Net Intrinsic Value

(1)

148,615

8,807

Net Debt

(1,123)

(67)

Discount to NIV

Net Debt / NIV

(3)

(20)%

(1)%

(4)

Other (< 5%)

77%

Public Investment

Corporation

16%

Rupert Beleggings (Pty) Ltd

(B Ordinary Shares)

7%

% Holding By No. of Shares

Other (< 5%)

47%

Public Investment

Corporation

10%

Rupert Beleggings (Pty) Ltd

(B Ordinary Shares)

43%

% Holding By Voting Participation

(2)

4

REMGRO AT A GLANCE

Notes

1. As per the Annual Report FYE 2015 (30-Jun-15) 2. Each B Ordinary share is entitled to 10 votes

Breakdown By Shareholder Type

(1)

List of Top Shareholders

(1)

Overview of Key Shareholder - Rupert Family

Institutional

85%

Private

15%

% Holding By Shareholder

Type

South Africa

67%

Foreign

33%

% Geographical Split

• Rupert Beleggings (Pty) Ltd, an investment vehicle owned by Rupert family owns 35,506,352 B ordinary shares in

Remgro

– Johann Rupert, son of Dr. Anton Rupert (founder of Remgro), is the Chairman

• Mr. Rupert also chairs Compagnie Financiere Richemont, of which the family owns ~10%

– A Swiss luxury goods firm, best known for its brands Cartier and Montblanc

• He also chairs Reinet Investments, of which Rupert family owns ~25%

– An investment holding company based in Luxembourg, with investments in listed and private assets

– Stake in British American Tobacco (~4%)

– Unlisted investments include Pension Corporation Group, and Private Equity partnerships with Trilantic Capital

Partners, Renshaw Bay, 36 South macro/volatility funds, Asian Private Equity funds and other specialised funds

Johann Rupert

(5)

5

REMGRO AT A GLANCE

Notes

1. Reported Net Intrinsic Value (30-Jun-15) post potential capital gains tax liability, including central cash and other net corporate assets. Reported Net Intrinsic Value of the Group includes valuations of all investments, incorporating subsidiary and associated companies and joint ventures, either at listed market value or, in the case of unlisted investments, at directors’ valuation.

2. Net Intrinsic Value contribution as at 30-Jun-15, as disclosed in Annual Report and excluding Other investments, Central Treasury, Corporate assets and Potential capital gains tax liability 3. Net Intrinsic Value contribution (equity stake weighted) as disclosed in the FY15 Annual Report, contribution excludes Central Treasury, Corporate assets and Potential capital gains tax liability

Investments Overview – By Sector

(2)

Investments Overview – By Assets(

3)

Food, liquor &

home care

22%

Banking

26%

Healthcare

25%

Insurance

13%

Industrial 7%

Infrastructure

5%

Media &

Sport 2%

Diversified Investment Portfolio

Reported Net Intrinsic Value Breakdown (USD8.8Bn

(1)

)

26%

25%

13%

8%

8%

6%

15%

South Africa

Other

(6)

SIGNIFICANT INTERNATIONAL DIVERSIFICATION IN UNDERLYING PORTFOLIO

Notes

1. Remgro Company Data

6

Investee Companies’ Countries of Operation

(1)

United Kingdom

• Distell

• FirstRand

• RMI Holdings

• Mediclinic

Switzerland

• Mediclinic

United Arab Emirates

• Mediclinic

South Africa

• Unilever

• Distell

• RCL Foods

• RMBH

• FirstRand

• Mediclinic

• Air Products

• KTH

• Total

• PGSI

• Wispeco

• RMI Holdings

• Grindrod

• CIV Group

• SEACOM

• E Media

• Business Partners

Southern Africa

• RCL Foods

• FirstRand

• Total

• PGSI

• RMI Holdings

• Distell

• Business Partners

• Unilever

• Grindrod

• SEACOM

• Air Products

• KTH

• E Media

Asia-Pacific

• Distell

• FirstRand

• RMI Holdings

• Grindrod

Southern Asia

• FirstRand

(7)

7

ONE OF EMEA’s LARGEST LISTED HOLDING COMPANIES

Notes

1. As of 20 January 2016

2. Discount of market cap to latest disclosed Net Asset Value where disclosed.

3. Net Asset Value as reported and calculated by individual companies, typically at listed market value for listed investments at directors’ valuation for unlisted investments. Reported Net Intrinsic Value (NIV) used for Remgro. Please refer to page 2 for NIV definition

Type and Holding Status

Source Broker Reports, Capital IQ, Companies Filings, Bloomberg Main Listing Continuing Investments Discount to NAV(2)(3) Net Debt to NAV(3) Investments by Sector Market Cap (USDBn)(1) Istanbul

FIG 40% Energy 24% Retail 13% Others 23% Listed 71% Private 29% (35%) 246% 5.3 London GDRs Moscow

Telecom 60% High-Tech 17% Paper 9% Others 14% Listed 75% Private 25% (64%) 62 2.0 Paris

Industrials 47% Others 2% Media and Services 51% Listed 67% Private 33% (39%) 108% 4.5 Stockholm

Healthcare 30% Financials 26% Industrials 19% Others 26% Listed 74% Private 26% (19%) 13% 24.2

Kinnevik

Stockholm

Communi- cation 42% E-commerce 51% Entertain- ment 5% Others 3% Listed 79% Private 21% (28%) (1%) 7.1 Paris

Services 23%

Mobility & Leisure 36% Luxury 22% Others 19% Listed 59% Private 41% (32%) (3%) 4.0 7.0 Johannesburg

Banking 26% Healthcare 25% Food, Liquor & Homecare 22% Insurance 13% Other 14% Listed 80% Private 20% (20%) (1%)

(8)

8

CREDIT HIGHLIGHTS

Unique Portfolio of

Assets in South Africa

with International

Diversification

Proven Investment

Strategy

Strong Cash Flow

Generation

Experienced

Management Team &

Governance

1

2

3

4

South Africa

Food, Liquor and Homecare

Banking

Healthcare

Insurance

South Africa

Industrial

Infrastructure

Media & Sport

Other

Net Intrinsic Value

(1)

(ZAR Bn)

70 78 105 126 149 60 90 120 150

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15

Notes

1. Reported Net Intrinsic Value post potential capital gains tax liability, including central cash and other net corporate assets

Cash Dividends Received From Investee Companies (ZAR MM)

2,806 3,363 3,347 3,382 3,442

0 2000 4000

Jun-11 Jun-12 Jun-13 Jun-14 Jun-15

CAGR ‘11-’15

5.2%

J P RUPERT

Chairman Since 2000 E DE LA H HERTZOG Deputy Chairman Since 2000 J MALHERBE Co-Deputy Chairman Since 2014 L CROUSE CFO 7 Years of Service W E BÜHRMANN INVESTMENTS 28 Years of Service J J DURAND CEO 19 Years of Service

(9)

ZAR / USD

Market Cap(1) Enterprise Value(1) Investment Value (1)

Asset Description ( ZAR Bn) (USD Bn) ( ZAR Bn) (USD Bn) OwnershipRemgro

(%) ( ZAR Bn) (USD Bn)

• •

Provides comprehensive and high-quality hospital services

Presence in Southern Africa, the United Arab Emirates, Switzerland and UK (through Spire) 113.8 6.7 141.1 8.4 42.0% 47.8 2.8

72.8 4.3 73.8 4.4 28.2% 20.5 1.2 222.0 13.2 222.0 13.2 3.9% 8.7 0.5 • • • •

Interests in Discovery Holdings (25%), MMI Holdings (25%), OUTsurance (83%) and RMB Structured Insurance (76%) Formed during 2011 as a result of a restructuring, whereby the insurance and banking interests of RMBH were separated and the insurance interests unbundled and listed as RMI on the JSE

Geographical presence in South Africa, BLNS countries, China, UK and Australia

Moved from passive holding company to also focus on growth opportunities in asset management and next generation financial services 53.1 3.1 50.5 3.0 30.3% 16.1 1.0 • • • •

Produces and markets fine wines, spirits and flavoured alcoholic beverages More than 5,500 employees globally

Geograhical presence in South Africa, Angola, Kenya, Tanzania, Nigeria, Europe, Taiwan and China SABMiller also hold a 26.5% stake in Distell

34.0

2.0 37.6 2.2 31.0% 10.5 0.6

• • •

Holding company with interests in diversified food businesses

Including Rainbow Chicken, Foodcorp, TSB Sugar and Zam Chick, as well as integrated logistics operations through Vector

Logistics 11.3 0.7 14.2 0.8 77.5% 8.8 0.5 Total 507.1 30.1 539.1 31.9 112.4 6.7 • • • • • •

RMBH has a 34.1% interest in FirstRand, Southern Africa’s pre-eminent banking group

Since the restructuring during 2011, FirstRand Limited is its only asset and performance is therefore directly correlated FirstRand Provides banking, insurance and investment products and services

Portfolio of leading franchises; Rand Merchant Bank (RMB), First National Bank (FNB), WesBank and Ashburton Investments Remgro owns 3.9% of FirstRand directly, and has an indirect stake through ownership of RMBH

Geographical presence in South Africa

UNIQUE PORTFOLIO OF ASSETS IN SOUTH AFRICA WITH

INTERNATIONAL DIVERSIFICATION

Notes

1. Market cap as of 20-Jan-16; Investment value is Remgro’s share of current market capitalisation. Figures converted to USD at Spot FX rate of 16.87

2. Pro Forma for the Mediclinic Al Noor transaction, Remgro’s ownership will be between 41-45%

9

Investments in South Africa's Leading Corporates

1

(10)

PROVEN INVESTMENT STRATEGY…

10

• 7 existing platforms

• New opportunities within existing platforms

Platform Focus

• Competent Management

• Cash flow generative

• Trademarks

• Future growth prospects

• Good governance

Preferred Platform Characteristics

• Integrity and trust

• Long-term partnership

• Deep rooted relationships

• Track record

Platform Culture

Investment Strategy

Key Characteristics

Geography

• South Africa and other African countries through investee

companies

Listed vs.

Unlisted

• Remgro has a preference towards unlisted investments

Disposals

• Ex cash flow growth business

• No value to be added

• Risk profile has changed

• Strategic reasons

Business Model

• Decentralised management of investments

– Autonomous board and management

• Supports and influences through non-executive board

representation

Investment Size

• Stakes in large companies with leadership in their sectors

Investment

Stake

• Sufficient to exercise influence (>20%)

(11)

11

Notes

1. Reported Net Intrinsic Value (30-Jun-15) post potential capital gains tax liability, including central cash and other net corporate assets. Reported Net Intrinsic Value of the Group includes valuations of all investments, incorporating subsidiary and associated companies and joint ventures, either at listed market value or, in the case of unlisted investments, at directors’ valuation.

2. Jun-11 figure represents a 15 month time period, due to change in Remgro Fiscal Year End

3. Jun-13 figure impacted by one-off Mediclinic refinancing charges relating to the comprehensive refinancing of its Swiss and South African debt

Historical Evolution of Headline Earnings Per Share and Dividend Per Share

Historical Evolution of Net Intrinsic Value

…HAS LED TO EXCELLENT FINANCIAL PERFORMANCE

2

70

78

105

126

149

60

90

120

150

Jun-11

Jun-12

Jun-13

Jun-14

Jun-15

12%

34%

20%

18%

Net Intrinsic Value

ZAR Bn

(1)

YoY Growth

10.8

9.9

8.2

12.9

15.6

3.1

3.1

3.5

3.9

4.3

0.0

4.0

8.0

12.0

16.0

Jun-11

Jun-12

Jun-13

Jun-14

Jun-15

Headline Earnings Per Share

Dividend Per Share

3.2x

2.4x

3.3x

3.6x

3.4x

ZAR

(3)

Dividend Cover

(2)

(12)

12

STRONG CASH GENERATION FROM INVESTMENT PORTFOLIO…

3

Cash Dividends Received From Investee Companies

Net Cash Dividends (Received – Paid)

2,806

3,363

3,347

3,382

3,442

1,000

2,000

3,000

4,000

Jun-11

Jun-12

Jun-13

Jun-14

Jun-15

19.9%

(0.5)%

1.0%

1.8%

Cash Dividends Received

ZAR MM

YoY Growth

Notes

1. Net Cash Dividends calculated as cash dividends received at the Holding Company less cash dividends paid at the Holding Company 2. Net Debt is calculated as Total Long-Term and Short Term Loans less Cash and Cash Equivalents +Investments in Money Market Funds

3. Reported Net Intrinsic Value post potential capital gains tax liability, including central cash and other net corporate assets. Reported Net Intrinsic Value of the Group includes valuations of all investments, incorporating subsidiary and associated companies and joint ventures, either at listed market value or, in the case of unlisted investments, at directors’ valuation.

ZAR MM

1,646

1,610

1,635

1,549

1,374

0

500

1,000

1,500

2,000

2,500

Jun-11

Jun-12

Jun-13

Jun-14

Jun-15

Net Cash Dividends (Received - Paid)

(8.42)% (10.76)% 0.74% 0.21% (0.76)%

(3.57)x (5.24)x 0.47x 0.17x (0.82)x

Net Debt / Net Intrinsic Value

Net Debt / Net Cash Dividends

(13)

13

…WITH LIMITED GEARING

3

Net Debt

ZAR MM

(5,883)

(8,444)

774

269

(1,123)

(10,000)

(7,500)

(5,000)

(2,500)

0

2,500

Jun-11

Jun-12

Jun-13

Jun-14

Jun-15

Net Debt

(8.42)%

(10.76)%

0.74%

0.21%

(0.76)%

Net Debt / Net Intrinsic Value

Focused on

balance sheet

strength

• Remgro maintains a very conservative balance sheet policy and has financial flexibility

• Remgro has never previously undertaken a Rights Issue, and have the ability to increase debt significantly

Notes

1. Net Debt is calculated as Total Long-Term and Short Term Loans less Cash and Cash Equivalents +Investments in Money Market Funds

2. Reported Net Intrinsic Value post potential capital gains tax liability, including central cash and other net corporate assets. Reported Net Intrinsic Value of the Group includes valuations of all investments, incorporating subsidiary and associated companies and joint ventures, either at listed market value or, in the case of unlisted investments, at directors’ valuation.

(14)

BALANCE SHEET STRUCTURE

14

Balance Sheet Structure, as at 30 June 2015

Notes

1. Actual balance sheet figures for 30-Jun-15 are shown less assets / liabilities held for sale at the end of the period

2. Pro Forma adjustment comprises used cash of c.ZAR 1.1Bn and outstanding bridge facility of ZAR 3.5Bn in relation to the Spire 29.9% stake acquisition in July 2015. As part of the acquisition, Remgro obtained a bridge funding facility of R7.5 billion from Rand Merchant Bank in order to partly fund the transaction. The full amount of the facility was drawn on 13 July 2015 when payment for the Spire investment had to be effected. On 26 August 2015, Remgro repaid R4.0 billion of the bridge facility after Mediclinic successfully completed its rights issue and acquired Remgro’s interest in Spire for an amount of R8.6 billion, which is equal to the purchase price, transaction and funding costs. See page 11 for further transaction details.

3. Additional Pro Forma adjustment comprises outstanding bridge facility of GBP 600 MM, in relation to the reverse takeover of Al Noor by Mediclinic. RMB and Morgan Stanley as original lenders have provided Remgro with: (a) a rand term loan facility in an aggregate amount equal to the ZAR equivalent of £200,000,000; and (b) a sterling term loan facility in an aggregate amount equal to £400,000,000.This has been converted to ZAR at the GBPZAR exchange rate as at 20-Jan-16 (23.90). See page 11 for further transaction details.

R MM

Actual

30-Jun-15

(1)

Pro Forma (Post Spire)

30-Jun-15

(2)

Pro forma (Post Spire & Al Noor)

(2)(3)

30-Jun-15

Assets

Investments

60,324

64,945

79,285

Other Non-Current Assets

13,242

13,242

13,242

Cash and Cash Equivalents

5,036

3,915

3,915

Other Current Assets

7,623

7,623

7,623

Total Assets

86,225

89,725

104,065

Equity and Liabilities

Shareholders’ Equity

73,114

73,114

73,114

Minority Interest

2,803

2,803

2,803

Total Equity

75,917

75,917

75,917

Long-Terms Loans

3,547

7,047

21,387

Other Long-Term Liabilities

1,857

1,857

1,857

Current Liabilities

4,904

4,904

4,904

(15)

15

EXPERIENCED GOVERNANCE BODY

NON-EXECUTIVE DIRECTORS

J P RUPERT

Chairman

Appointed: 18 Aug 00

Other Directorships:

• Compagnie Financière Richemont SA

• Reinet Investments Manager SA

E DE LA H HERTZOG

Deputy Chairman

Appointed: 18 Aug 00

Other Directorships:

• Non-Exec Chairman of Mediclinic

• Distell Group

J MALHERBE

Deputy Chairman

Appointed: 11 Oct 06

Other Directorships:

• Compagnie Financière Richemont SA

• Reinet Investments Manager SA

EXECUTIVE DIRECTORS

L CROUSE

CFO

Years of Service: 7

Other Directorships:

• Dark Fibre Africa

• FirstRand Limited

• FirstRand Bank Limited

• MMI Holdings

W E BÜHRMANN

Investments

Years of Service: 28

Other Directorships:

• Chairman Invenfin

• Pembani Remgro Infrastructure Managers

J J DURAND

CEO

Years of Service: 19

Other Directorships:

• Discovery Limited

• Distell Group Limited

• FirstRand Limited

• Grindrod Limited

INDEPENDENT NON-EXECUTIVE DIRECTORS

Appointed: 4 Nov 09

Other Directorships:

• Anglo American Platinum

• Eqstra Holdings

• MTN Group

• RCL Foods

• Sappi Limited

N P MAGEZA

Appointed: 28 Nov 01

Other Directorships:

• FirstRand Limited

• FirstRand Bank Limited

• RMB Holdings

P K HARRIS

Appointed: 4 Nov 09

Other Directorships:

• Chairman RMB and RMI

Holdings

G T FERREIRA S E N DE BRUYN SEBOTSA

Appointed: 16 Mar 15

Other Directorships:

• RMB and RMI Holdings

• Chairman Aquarius

Platinum (SA)

H WESSELS

Appointed: 22 Aug 08

Other Directorships:

• Keeromstraat 30

Investments

• Naspers Investments

• Trencor Limited

• Peace Parks Foundation

F ROBERTSON

Appointed: 28 Mar 01

Other Directorships:

• Chairman Brimstone

Investment Corporation,

Commlife Holdings, Lion

of Africa Insurance and

Assurance

M MOROBE

Appointed: 18 Jun 07

Other Directorships:

• Chairman Programme to

Improve Learner

Outcomes

• WWF (SA)

• Steve Biko Foundation

P J MOLEKETI

Appointed: 4 Nov 09

Other Directorships:

• Brait South Africa

• Development Bank (SA)

• Harith Fund Managers

• MMI Holdings Limited

• Vodacom Group Limited

• Mediclinic

• RCL Foods

• RMI Holdings

• Unilever SA

• RMB Holdings

• Total South Africa

4

(16)

FINANCING CONSIDERATIONS

16

• During October 2015 Mediclinic and Al Noor announced the terms

for a reverse takeover of Al Noor

• Existing Al Noor shareholders will be entitled to receive a special

dividend of GBP3.28 per Al Noor share held and participate in a

substantial share buyback

• To facilitate the combination Remgro will part-fund the Special

Dividend and Buyback, and will subscribe for an additional

GBP600 MM of new Al Noor shares

• Remgro will in aggregate directly or indirectly own between 41.0%

and 45.2% of the Enlarged Group, dependent on take-up by Al

Noor shareholders under the buyback

• Remgro secured GBP600 MM of bridge financing under a facility

agreement with RMB and Morgan Stanley to fund the GBP600

MM share subscription

• The company is considering alternatives to put in place long term

financing

– Several options being considered including domestic and

international bank loan, bond and equity-linked markets

• The combination will enable Remgro to meaningfully grow its

healthcare portfolio and enhance returns via geographic

diversification

Notes

Source: Remgro Company Data , Annual Report (FY2015) 1. Shareholder %’s dependent on participation in share buyback

Mediclinic

Freefloat

Remgro

Freefloat

Al Noor

Mediclinic

SA

Mediclinic

CH

Spire

Mediclinic

29.9%

Mediclinic

ME

Al Noor ME

41-45%

(1)

44-49%

(1)

6-15%

(1)

(17)

Appendix A

Additional Materials

(18)

ONE OF SOUTH AFRICA’S PRE-EMINENT CORPORATE ENTITIES

18

• Dr. Anton Rupert

established Voorbrand

(South African based

tobacco company),

forerunner of Rembrandt

1972: Overseas tobacco

interests of Rembrandt

were consolidated in

Rothmans International,

which was listed on the

LSE

• Rembrandt expanded its

interests in other

economic sectors in South

Africa

1993: Co-founded South

Africa’s first cellular

telephony company

Vodacom,

1995: Rembrandt and

Richemont consolidated their

respective tobacco interests

in Rothmans international

1999: Merged with British

American Tobacco Plc

(BAT), the world’s second

largest cigarette producer

Nov-2008: In November

Remgro unbundled its

investment in BAT to its

shareholders by way of an

interim dividend in specie

amounting to a total amount

of ZAR55.2Bn

1956: Rembrandt listed on the

Johannesburg Stock Exchange

• Separation of local and overseas

interests

• Effected in 1988 with the

founding of Richemont

2000: Restructuring of

Rembrandt, with South African

holding structure, consisting of

four listed companies collapsed

into Remgro and VenFin

– Remgro represented

Rembrandt’s established

tobacco, financial services,

mining and industrial interests

– VenFin housed

telecommunication and

technology interests

Nov-2009: In November Remgro

and VenFin merged again,

adding media and technology

interests to the Group’s

investments

1940s

1950s

1970s

1980s

1990s

2000

2008

2009

• Supported Mediclinic’s

acquisition of a GBP432 MM

stake in Spire Healthcare Plc

• Agree to contribute GBP

600MM into Mediclinic to

support reverse merger into

Al Noor Hospitals Group plc

(subject to completion,

expected to occur in Feb 16)

(19)

SNAPSHOT OF INVESTMENTS

Notes

1. ZAR amounts denote market value of the of Remgro’s stake, % amounts denote effective interest in the company as at 30 June 2015. Net Intrinsic Value as disclosed in Annual Report 2015 2. Intrinsic value contribution as at 30 June 2015, and excluding Other investments, Treasury, Corporate costs and Potential capital gains tax

3. Includes the investments in Capevin Holdings

By Industry

19

Investments Snapshot By Industry (Ranked by Investment Value)

Remgro

(1)

Wispeco (100%)

ZAR0.9 Bn

Air Products (50.0%)

ZAR4.2Bn

Kagiso Trust

Investment (34.9%)

ZAR2.7Bn

Industrial

(7% of NIV)

(2)

E Media (32.4%)

ZAR2.0Bn

Other Media and Sport

ZAR0.4 Bn

Media and Sport

(2% of NIV)

(2)

Grindrod (23.0%)

ZAR2.3 Bn

SEACOM (25.0%)

ZAR1.0 Bn

Infrastructure

(5% of NIV)

(2)

PGSI (37.7%)

ZAR0.7 Bn

Other Investments

Business Partners

(42.7%)

Treasury and

Management

Services

Remgro Finance

Corporation (100%)

Remgro Management

Services (100%)

Remgro International –

Jersey (100%)

5

6

7

Mediclinic (42.0%)

ZAR36.7 Bn

Healthcare

(25% of NIV)

(2)

2

RMBH (28.2%)

ZAR26.4 Bn

FirstRand (3.9%)

ZAR11.7 Bn

Banking

(26% of NIV)

(2)

1

Unilever SA (25.8%)

ZAR8.7 Bn

Food, Liquor and

Home Care

(22% of NIV)

(2)

Distell

(3)

(31.0%)

ZAR11.1 Bn

RCL Foods (77.5%)

ZAR11.5 Bn

3

RMI Holdings (30.3%)

ZAR19.1 Bn

Insurance

(13% of NIV)

(2)

4

Total South

Africa (24.9%)

ZAR1.8 Bn

Listed Private

CIV Group (50.9%)

ZAR2.8 Bn

(20)

OTHER RECENT INVESTMENT ACTIVITY

20

Mediclinic /

Spire

Healthcare

• Spire is a leading UK Private Hospital Operator

• Remgro acquired a 29.9% stake in Spire for GBP432 million, and sold it on to Mediclinic at the same price

• This transaction was concluded early in July 2015

• During June 2015, in conjunction with the above agreement, Remgro and Mediclinic concluded an agreement

which was completed in August 2015 whereby:

– Mediclinic acquired Remgro’s interest in Spire for an amount of R8.6 billion, subsequent to raising R10.0 billion

through a rights issue

Other

Investment

Activity

RMB Holdings Limited (RMBH) - During April 2015 Remgro acquired a further 2 990 000 RMBH shares for a

total amount of R215.5 million

Community Investments Ventures Holdings (CIVH) - Invested R56.6 million in CIVH during August 2014

Grindrod - Acquired a further 3 380 435 shares in the open market for a total amount of R58.0 million

Kagiso Tiso Holdings (KTH) - Acquired an additional 3 000 ordinary shares for a total amount of R22.5 million

Lashou Group Inc (Lashou) - Remgro disposed of its investment in Lashou in the first half of the year realising a

loss of $19.9 million

Milestone China Opportunities Fund III (Milestone III) - Invested a further $33.1 million (total investment: $86.5

million), remaining commitment at 30 June 2015 amounted to $13.5 million

(21)

REPORTED NET INTRINSIC VALUE

Notes

1. Includes the investment in Capevin Holdings Limited.

2. Cash at the centre excludes cash held by subsidiaries that are separately valued above (mainly RCL Foods and Wispeco).

3. The potential capital gains tax (CGT) liability is calculated on the specific identification method using the most favourable calculation for investments acquired before 1 October 2001 and also taking into account the corporate relief provisions.

Deferred CGT on investments “available-for-sale” is included in “other net corporate assets” above.

21

Reported Net Intrinsic Value, as at 30 June 2015

Company Name/Sector

Value as at 30 June 2015

R MM

Food, liquor and home care

Unilever South Africa

8,688

Distell

(1)

11,098

RCL Foods

11,514

Banking

RMBH

26,409

FirstRand

11,720

Healthcare

Mediclinic

36,727

Insurance

RMI Holdings

19,096

Industrial

Air Products South Africa

4,164

KTH

2,696

Total South Africa

1,785

PGSI

672

Wispeco

920

Infrastructure

Grindrod

2,329

CIV group

2,797

SEACOM

1,001

Other infrastructure interests

480

Media and sport

E Media

2,094

Other media and sport interests

382

Other investments

3,266

Central treasury – cash at the centre

(2)

4,019

Other net corporate assets

2,224

Net asset value (NAV)

154,081

Potential CGT liability

(3)

-5,466

NAV after tax

148,615

Issued shares after deduction of shares repurchased (MM)

514.4

(22)

COMPOSITION OF HEADLINE EARNINGS

Notes

1. Includes the investment in Capevin Holdings Limited.

2. Remgro disposed of its 100% interest in TSB to RCL Foods during January 2014. Since 1 January 2014 TSB’s results were accounted for by RCL Foods.

22

Composition of Headline Earnings, as at 30 June 2015

Company Name/Sector

Value as at 30 June 2015

R MM

Food, liquor and home care

Unilever South Africa

331

Distell

(1)

445

RCL Foods

(2)

755

TSB

(2)

-Banking

RMBH

2,005

FirstRand

840

Healthcare

Mediclinic

1,734

Insurance

RMI Holdings

986

Industrial

Air Products South Africa

222

KTH

(108)

Total South Africa

133

PGSI

30

Wispeco

104

Infrastructure

Grindrod

135

CIV group

51

SEACOM

24

Other infrastructure interests

182

Media and sport

E Media

69

Other media and sport interests

(85)

Other investments

84

Central treasury

111

Other net corporate costs

(52)

Headline earnings

7,996

Weighted number of shares (MM)

514.2

(23)

THANK YOU

FOR MORE INFORMATION VISIT OUR WEBSITE

www.remgro.com

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