Proposed rights offering & call for EGM

Net1 International Holdings AS: proposed rights offering & call for EGM

29 March 2019 – Reference is made to Net1 International Holdings AS’ (“Net1”) announcement on 16 January 2019.

Net1 proposes to carry out a fully underwritten rights offering (the “Rights Offering”) with the objective of raising gross proceeds of NOK 217,500,000 (which with a USD/ NOK fx rate equals USD 25 million) by issuing 241,666,667 new shares at subscription price of NOK 0.90 per new share.

The Rights Offering is fully underwritten by RASMUSSENGRUPPEN AS (NOK 174 million) and Sampoerna AGRI Resources Pte. Ltd. (Sampoerna) (NOK 43.5 million).

The main use of proceeds will be to finance Net1’s subsidiary PT Sampoerna Telekomunikasi Indonesia’s (STI) roll-out of a 4G LTE network in Indonesia in the highly efficient 450 MHz spectrum.

Net1’s board of directors also proposes to issue warrants having an exercise price of NOK 1.2 per share as consideration for the two bridge loan facilities (totalling USD 15 million) provided by Sampoerna and RASMUSSENGRUPPEN AS, as further detailed in the announcement dated 16 January 2019.

Furthermore, Net1’s board of directors proposes to conduct separate private placements directed at Sampoerna and Polaris Mobile Pte. Ltd as consideration for their shareholdings in Net1 subsidiary Mobile Internet Holdings B.V. (“MIH”). As detailed in the announcement dated 16 January 2019, Net1 will through its direct and indirect ownership own 100 percent of the shares in MIH upon completion of these transactions.

For full details of the proposed transactions, see the enclosed notice of extraordinary general meeting in Net1.

“These transactions will not only unlock a more transparent ownership structure in Net1, but also secure the financial platform that will enable us to roll out a highly competitive broadband offering in vastly underserved non-urban areas in Indonesia. The Asia Pacific region has been the biggest contributor to global subscriber growth in recent years and will continue to be so going forward. These proposed transactions position Net1 to capitalise on this great opportunity,” says JD Fouchard, Chairman of Net1.

The subscription period for the Rights Offering commences at 09:00 (CET) on 10 April 2019 and ends at 16:30 (CET) on 24 April 2019.

Pareto Securities AS is engaged as sole lead manager of the Rights Offering and Advokatfirmaet BAHR AS as legal advisor.

Notice for extraordinary general meeting in Net1 International Holding AS

The board of directors hereby convenes an extraordinary general meeting in Net1 International Holdings AS to be held on 5 April 2019 at 10:00 (CET) in the offices of Advokatfirmaet BAHR AS at Tjuvholmen allé 16 in Oslo, Norway.

Net1’s two largest shareholders, AI Media Holdings (NMT) LLC (Access Industries) and RASMUSSENGRUPPEN AS, have committed to voting in favour of the proposals outlined in the EGM notice.

ENDS

For further information, please contact:

Investors: Amit Vithlani at email: cfo@net1.international

Media: Endre Aaberg Johansen at Corporate Communications AS: tel +47 41 61 06 05, email: endre.johansen@corpcom.no

EGM documents/downloads:

Notice for extraordinary general meeting in Net1 International Holding AS

Attachment 1: Extract of clauses 13.1, 13.2 and 13.3 of the 2018 RG Loan Agreement

Attachment 2: Extract of clause 11 c) of the RG Loan Agreement

Attachment 3: Assignment and Amendment Agreement of Sampoerna Loan

Attachment 4: Board’s report on RG debt set-off

Attachment 5: Board’s report on Sampoerna in-kind contribution

Attachment 6: Auditor’s confirmation of the Board’s report on RG debt set-off

Attachment 7: Auditor’s confirmation of the Board’s report on Sampoerna in-kind contribution

Attachment 8: Board’s report on contribution in-kind for Sampoerna Consideration Shares

Attachment 9: Auditor’s confirmation of the Board’s report on the contribution in-kind for Sampoerna Consideration Shares

Attachment 10: Board’s report on the contribution in-kind for Polaris Consideration Shares

Attachment 11: Auditor’s confirmation of the Board’s report on the contribution in-kind for Polaris Consideration Shares

Attachment 12: Board’s report on the RG debt set-off (in a no RO scenario)

Attachment 13: Auditor’s confirmation of the Board’s report on the RG debt set-off

Attachment 14: Attendance notice for EGM and proxy

Registration link to attend the EGM: https://investor.vps.no/gm/logOn.htm?token=06b21f8dec7b5e020c4f1b9ca33771a9f374e53a&validTo=1557043200000&oppdragsId=20190329VPHNK3U0