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Start of subscription period for rights offering

Published: 10 April 2019

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10 April 2019 – Net1 International Holdings AS (“Net1” or the “company”) refers to the previous announcements regarding the proposed rights offering (the “rights offering”) by the company.

Net1 aims to carry out 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. Net1 has appointed Pareto Securities AS as manager (the “Manager”) for the rights offering.

The shareholders of the Company as of 28 March 2019 (and being registered as such in the Norwegian Central Securities Depository (the “VPS”) as at the expiry of 1 April 2019 (the “Record Date”)) plus Sampoerna Agri Resources Pte. Ltd. (“Sampoerna”) and Polaris Mobile Pte. Ltd. (“Polaris”) (collectively the “Existing Shareholders”), have been granted subscription rights (the “Subscription Rights”) in the rights offering that provide preferential rights to subscribe for, and be allocated, Offer Shares at the subscription price. Each Existing Shareholder has been granted 1.004344 Subscription Rights for every existing share registered as held by such Existing Shareholder as of the Record Date. Sampoerna and Polaris have been granted Subscription Rights in the rights offering on the basis of a deemed shareholding corresponding to the number of shares Sampoerna and Polaris are entitled to in connection with the private placements (minority interest flip-ups) as further described in the investor documentation. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Oversubscription is permitted for holders of Subscription Rights. Subscription without Subscription Rights is not permitted.

The subscription period for the rights offering commences at 09:00 (CET) today and ends at 16:30 (CET) on 24 April 2019. The Subscription Rights will be listed and tradable on N-OTC from today to 13:00 hours (CET) on 17 April 2019 under the ticker code “NET1-T”. The Subscription Rights will hence only be tradable during part of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or sold before 13:00 (CET) on 17 April 2019 will have no value and will lapse without compensation to the holder.

Shareholders wishing to subscribe for Offer Shares in the rights offering must complete the Subscription Form, and submit it by email to subscription@paretosec.com or in hard copy to the subscription office as set out in the subscription form by 16:30 hours (CET) on 24 April 2019. The subscriber is responsible for the correctness of the information filled in on the Subscription Form. Subscription Forms that are received after the end of the subscription period, and any subscription that may be unlawful, may be disregarded at the discretion of the Manager on behalf of the company.

Subject to regulatory restrictions in certain jurisdictions, the underlying investor documentation, including but not limited to the Subscription Form for the rights offering may be downloaded from: http://paretosec.com/corp/net1internationalholdings/

Subscribers who are Norwegian residents with a Norwegian personal identification number may also subscribe for Offer Shares through the VPS online subscription system by following the link on the following website: http://paretosec.com/corp/net1internationalholdings/ (which will redirect the subscriber to the VPS online subscription system).

The rights offering is underwritten by RASMUSSENGRUPPEN AS (NOK 174 million) and pre-subscribed by Sampoerna (NOK 43.5 million). The commitments from the underwriter (NOK 174.0 million) and the pre-subscriber (NOK 43.5 million) collectively cover the rights offering in its entirety (NOK 217.5 million).

Subscribers must read the investor documentation, including but not limited to the risk factors set out in the investor presentation, all transaction descriptions in the notice for the extraordinary general meeting held on 5 April 2019 as well as the selling and transfer restrictions set out in the Subscription Form, carefully before deciding whether to subscribe for Offer Shares in the rights offering.

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

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