Arden Capital : Voluntary Liquidation, Distribution in Specie Declaration Announcement, Distribution of Circular, Notice of Meeting

Arden Capital Limited

(Incorporated in the Republic of Mauritius) (Registration number: 115883 C1/GBL)

Share Code: ACZ

ISIN: MU0548S00026

("Arden Capital" or "the Company")

PROPOSAL FOR THE VOLUNTARY LIQUIDATION OF ARDEN CAPITAL, DISTRIBUTION IN SPECIE DECLARATION ANNOUNCEMENT, DISTRIBUTION OF CIRCULAR AND NOTICE OF SPECIAL MEETING

1.

Introduction

Shareholders are referred to the SENS announcements released by the Company on 17 January 2022 and 9 February 2022, advising the Company's shareholders ("Shareholders") that the Voluntary Liquidation, the Reduction of the Stated Capital and the Unbundling ("Proposed Transaction") had lapsed due to a delay in receiving the Reserve Bank of Zimbabwe ("RBZ") approval and the subsequent receipt of the RBZ approval with the intention of re-proposing the Proposed Transaction in due course.

Accordingly, the board of directors of the Company ("the Board") has resolved to re-propose to Shareholders a voluntary liquidation of the Company in terms of paragraph 3.85(i) of the JSE Listings Requirements and paragraph 105(1)(e) of the Companies Act of Mauritius ("Voluntary Liquidation"), which will result in the cancellation and delisting of Arden Capital shares on the JSE.

In anticipation of the Voluntary Liquidation, the Board has re-proposed a pro-rata unbundling of all the issued shares it holds in Arden Enterprises Limited ("AEL") to Shareholders as a first step towards an orderly wind-up of the Company's affairs prior to the Voluntary Liquidation ("Unbundling"). The distribution ratio shall be 1 ordinary AEL share for every 1 ordinary share held in Arden Capital on the Unbundling record date.

AEL is a wholly owned subsidiary through which the Company holds all its assets and liabilities. Following the Unbundling, Arden Capital will effectively revert to a shell company, allowing for the orderly voluntary wind-up of the Company's affairs.

To enable the Unbundling, in terms of article 16.1.1 of the Company's Constitution and under section 63 of the Mauritius Companies Act, a dividend may only be declared out of accumulated profits. Accordingly, the Board will also re-propose to Shareholders a reduction of the Company's Stated Capital balance by USD72 000 000, and transfer of the same to Retained Earnings to enable the Unbundling ("Reduction of Stated Capital").

2. Condition Precedent

The Proposed Transaction resolutions are inter-conditional, and the Proposed Transaction is subject to the passing by the requisite majority of Shareholders of the resolutions approving the Proposed Transaction, as explained under paragraph 3 below.

3.

Distribution of circular to Shareholders and Notice of Special Meeting

The Proposed Transaction will be subject to the requisite approval by Shareholders.

A circular ("the Circular") containing more information of the Proposed Transaction and incorporating a notice convening the necessary special meeting of Shareholders ("Special Meeting") has been distributed to Shareholders today, Thursday, 31 March 2022. A copy of the Circular is available on the Company's website at:https://www.arden-capital.com/investor-relations/shareholder-circulars.

Notice is hereby given of the Special Meeting of Shareholders, which will be held electronically at 12:00 Hrs (GMT+4) on Wednesday, 4 May 2022, in order to consider and approve the resolutions set out in the notice of Special Meeting included in the Circular.

Arden has retained the services of Adansonia Management Services Limited to host the Special Meeting on an interactive electronic platform to facilitate electronic attendance by Shareholders. Shareholders are encouraged to connect to the Special Meeting through Starleaf. The meeting ID will be distributed on SENS prior to the Special Meeting date. Shareholders connecting to the Special Meeting will be able to attend the Special Meeting electronically. Voting will only be conducted by the submission of a form of proxy, indicating Shareholders' voting preferences, prior to the Special Meeting.

4. Salient dates and times

Set out below are the indicative dates and times applicable to the Proposed Transaction.

Notes:

• i. All times indicated above are GMT+4.

• ii. The above dates and times are subject to amendment by the Company. Any such amendment will be released on SENS and, if required, in the press.

• iii. Forms of proxy may also be handed to the Chairman at the commencement of the Special Meeting.

• iv. Shareholders may not dematerialise or rematerialise their shares after the last day to trade for the Unbundling.

• v. Shareholders may not dematerialise or rematerialise their shares between the ex-date, and record date pertaining to the Special Meeting, both days inclusive.

• vi. The date/(s) assume that all conditions precedent as set out above and in paragraphs 5 of the Circular would have been met by the time of the Special Meeting.

Grand Baie, Mauritius

31 March 2022

Transaction Sponsor

Questco Corporate Advisory Proprietary Limited