Consol Holdings Limited

(formerly Consol Holdings Proprietary Limited)

(Incorporated in the Republic of South Africa)

(Registration number:2005/034965/06)

JSE Share Code:CNH

ISIN: ZAE000223053

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT MAY BE UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

CONSOL HOLDINGS LIMITED INTENTION TO FLOAT ANNOUNCEMENT

5 APRIL 2018

PRESS RELEASE CONSOL HOLDINGS LIMITED ANNOUNCES ITS INTENTION TO FLOAT ON THE MAIN BOARD OF THE JSE Consol Holdings Limited (the “Company”, the “Group” or “Consol”) has today announced its intention to list its issued ordinary shares on the main board of the securities exchange operated by the JSE Limited (the “JSE”), subject to market conditions and the requisite approvals by the JSE (the “Listing”). Consol expects to be listed in the Industrials: Containers and Packaging sector of the JSE. Consol is the leading glass packaging manufacturer in sub-Saharan Africa by manufacturing capacity, providing glass packaging products to customers in a variety of industries including beer, wine, flavoured alcoholic beverages, non-alcoholic beverages, spirits and food. Consol has operations in South Africa, Kenya and Nigeria, and exports to 17 African jurisdictions in aggregate. In addition, Consol is currently constructing a new facility in Ethiopia, which is expected to be commissioned during the fourth quarter of 2018. As at 31 December 2017, the Group’s total manufacturing capacity across sub-Saharan Africa included six manufacturing facilities and 13 furnaces capable of producing output of approximately 932,000 tonnes of manufactured glass that can be sold (“Good Glass”) per year. Consol was previously listed on the JSE until 2007 when it was taken private by a consortium of private equity investors, led by Brait Private Equity and including Old Mutual Private Equity, Sanlam Private Equity, HarbourVest Partners and the management of Consol. Mike Arnold, Chief Executive Officer of Consol said:

“As sub-Saharan Africa’s leading glass manufacturing and packaging company, our development plans are for aggressive growth locally and through the rest of the African continent. We believe that by combining our competitive advantage and technical ability with our exceptional level of experience within the current committed leadership team, we can open up exciting opportunities to create significant value for our future shareholders.”

The Group is headquartered in South Africa, where it has four glass manufacturing facilities, 11 glass furnaces and 29 production lines. The Group operates two glass manufacturing facilities outside of South Africa, one in Kenya and one in Nigeria, each with one glass furnace and two production lines. Consol continually invests in its manufacturing facilities and believes that they are well-invested and comparable with those of international glass packaging manufacturers. The Group’s new facility in Ethiopia is expected to have an initial production rate of approximately 40,000 tonnes of Good Glass output per year (increasing to approximately 60,000 tonnes of Good Glass output per year as the facility increases production to its installed capacity over a three-year period, based on market demand). Consol’s major customers include leading beverage and food companies operating in Africa, such as Anheuser-Busch InBev (following its acquisition of SABMiller), Diageo, Distell, East African Breweries, Namibia Breweries, Heineken and Tiger Brands. Consol enjoys long-standing relationships with each of its major customers. The Company benefits substantially from having its facilities located in close proximity to its major customers and supplies of key raw materials. Bruce MacRobert, Chairman of Consol said: “Consol’s management and technical teams, which have strong backgrounds and operational expertise in glass packaging, have consistently added value to the bottom line, while maintaining quality standards, customer relations and technical innovations. This has translated into significant earnings growth, established long-term supply arrangements with major customers and a local operating model that has been shown to be capable of successful implementation in new operating environments. This bodes well for the continued growth trajectory we envisage, and which the capital raised from this exciting listing will expedite.” Consol has made significant investments in its business that have contributed to consistent revenue growth. For the six months ended 31 December 2017, Consol’s revenue and Adjusted EBITDA1 were R3,717 million and R936 million, respectively, compared to R3,447 million and R896 million, respectively, for the six months ended 31 December 2016. For the financial year ended 30 June 2017, Consol’s revenue and Adjusted EBITDA were R6,186 million and R1,613 million, respectively. Mike Arnold added: “Our operations outside of South Africa have enabled Consol to prove its core competencies in new markets, and investigate fresh opportunities in emerging economies with no established glass manufacturing and packaging facilities, but which have an increased demand for this premium product. Our established long-term American and European technological contractual or business relationships provide a distinctive competitive advantage that we are looking to replicate in other growing economies.” Consol is targeting to use approximately R2.7 billion of the net proceeds of the Listing in order to strengthen and deleverage its balance sheet. Additional Listing proceeds of an amount to be determined will be used to repay a portion of the Group’s shareholder loans. The balance of the shareholder loans will be converted to equity upon Listing. Certain existing shareholders may also sell additional shares for the purpose of covering over-allotments of up to 15% of the total number of shares placed as part of the Listing.

1 The Group defines Adjusted EBITDA as profit/(loss) attributable to equity holders for the year before capital items, taxation, net finance expense, depreciation and amortisation.

Merrill Lynch International (“BofA Merrill Lynch”), Goldman Sachs International (“Goldman Sachs”), Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB”) and The Standard Bank of South Africa Limited (“Standard Bank”) have been appointed as Joint Global Coordinators in relation to the Listing. Linklaters and Webber Wentzel have been appointed as legal advisers to the Company. Allen & Overy has been appointed as legal advisers to the Joint Global Coordinators. More information on Consol is available on the Group’s website (www.consol.co.za). Wadeville 5 April 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Enquiries: Consol Mike Arnold Tel: +27 (11) 874 0000 Karuna Nayager Aprio Julian Gwillim Tel: +27 (11) 880 0037 Joanne Botha NOTES TO EDITORS Key strengths Consol believes that the following key strengths contribute to its success and distinguish it from its competitors:

1. Market leader in the highly attractive glass packaging industry

Senior management believes that Consol is the largest glass manufacturer in sub-Saharan Africa, enabling it to benefit from economies of scale. As at 31 December 2017, the Group’s total manufacturing capacity across sub-Saharan Africa included six manufacturing facilities in three countries and 13 furnaces capable of producing approximately 932,000 tonnes of Good Glass per year. As the market leader in its largest market, South Africa, Consol is well-positioned to take advantage of attractive dynamics in the glass packaging industry. The glass packaging industry in Africa is a consolidated environment with relatively high barriers to entry. In South Africa, Kenya and Nigeria, demand is largely being met by a small number of incumbent glass packaging manufacturers, including Consol. In Ethiopia, glass packaging is primarily imported, while in the Rest of Africa, there are a number of glass packaging markets where other international glass packaging manufacturers are not established, creating opportunities for Consol to gain market share.

Consol believes that the significant scale and the positioning of its manufacturing operations in close proximity to its customers, raw material supplies and energy inputs, as well as its flexible, customer-centric business strategy, would be expensive to replicate and are important to the Group’s competitive advantage. Licensing and construction of new glass manufacturing facilities typically takes up to 36 months and there are limited brownfield opportunities in the market. New entrants also need to achieve high utilisation rates quickly in order to cover high fixed costs. Furthermore, Consol has long-standing relationships with its major customers that are characterised by multi-year supply arrangements, significant volume requirements and standardised product offerings, as well as a track record of operational competence and skill, creating additional barriers to entry to the glass market.

In 2016, Consol extended until 2026 the technology and licensing agreement it has had in place since 1985 with Owens-Illinois, a leading global glass packaging company widely recognised for its technological leadership. This agreement grants Consol the right to use Owens-Illinois’ technology, equipment and operational know-how in South Africa and visit Owens-Illinois’ manufacturing and research and development facilities to benchmark its own facilities in support of Consol’s product and process development. This know-how, coupled with Consol’s operational strengths and experience, has proven to be important in order for Consol to leverage its competitive advantage across its facilities.

2. Good consumer markets with long-term growth trends

The South African glass packaging market is a growing and consumer-driven market that is supported by the alcoholic beverage industry. The market has strong fundamentals, with growth underpinned by a customer preference for glass packaging due to its image as a premium packaging product and its functional properties. Consol believes that expected volume growth in the beer, flavoured alcoholic beverages (“Alcobevs”) and wine markets in South Africa should drive growth in the glass packaging market and expects glass volumes in the South African market to grow annually by 3% to 4% on average. As a result, Consol believes that South Africa is a robust base upon which it can achieve further scale as the economy returns to growth.

Consol also believes that the Group is well-positioned to take advantage of growth opportunities in the Rest of Africa by expanding into high-growth markets on the continent. Growth trends in Africa, particularly changing consumer dynamics, are driving glass packaging demand. In the medium to long term, Consol intends to continue its expansion into those African markets where the middle class is growing alongside increases in population, gross domestic product per capita, living standards and disposable income, all of which are expected to increase demand for beverages packaged in glass. Senior Management believes that historically low levels of per capita beverage and glass container consumption in these markets combined with increased consumer demand, including growth in the middle class and a youthful population, create opportunities for volume expansion, particularly in the beer and other Alcobev markets.

Furthermore, as the level of disposable income in certain African countries increases, some consumers “trade up” from returnable to non-returnable glass containers. Returnable beer bottles are widely used across Africa, especially amongst demographics in which disposable income is low. Consol’s customers can use returnable glass containers approximately 20-30 times before the bottles must be recycled, allowing them to deliver their products at a cheaper cost to the consumer than non-returnable glass containers. However, as economic conditions improve and consumers acquire more disposable income, they are typically willing to pay more for premium products that are more likely to be packaged in non-returnable glass. Senior Management believes that the shift towards consumption of perceived “premium” products (“premiumisation”) and the increasing consumption of beer from legal vendors, as opposed to illicit sources, may see consumers “trade up” from returnable to non-returnable glass bottles.

3. Consol’s wide product offering and value proposition drive differentiation and competitive advantage

Consol has a well-invested and up-to-date asset base that underpins its competitive advantage. Glass production is a capital-intensive business as a result of the processes and technologies it employs. The Group has invested significantly in its manufacturing facilities. Consol currently has six manufacturing sites (with the seventh being constructed in Ethiopia), each of which are located in close proximity to its major customers, raw materials and energy inputs. Consol’s facilities rely on a mixture of American (Owens-Illinois) and European (Emhart, Tiama and SORG) technology that has helped the Group to maintain its position as a premium glass packaging manufacturer. Consol’s manufacturing footprint can produce quantities as low as 150,000 units or more than 400 million units per year for a single bottle design or glass colour. Additionally, Consol’s proprietary production software gives it the flexibility to allocate production between facilities, furnaces and production lines and limit job and colour changes and downtime in order to improve production efficiency and reduce cost. Consol’s production flexibility also allows it to plan capital expenditure in line with market

demand. The Group’s asset base has large brownfield capacity potential that should enable Consol to scale its operations when required to do so in the future.

Complementing its asset base, Consol has strong operational capabilities and competencies that are key to delivering its value proposition. The Group has updated its facilities and technology over the last decade to meet the increasingly complex and sophisticated product and supply chain requirements of its customers. Consol offers a product portfolio of more than 1,000 stock keeping units (“SKUs”) (as at 31 December 2017).

In order to strengthen the delivery of its value proposition, Consol has vertically integrated into silica sand mining in South Africa and Kenya, which has allowed it to reduce its supply risk for silica sand in those countries. The Group has two mining operations in South Africa and a smaller mining operation in Kenya from which it supplied approximately 68% of its South African requirements and 100% of its Kenyan requirements, respectively, for silica sand for the 2017 financial year.

4. Long-standing relationships with market-leading customers

Consol has built long-term relationships with international, national, regional and local customers. Many of these customer relationships benefit from multi-year supply arrangements, with typical durations of between two to five years. For the 2017 financial year, Consol’s top five customers accounted for 68% of its total revenues and Consol had arrangements to supply approximately 78% of the total volumes required by these customers. Consol supplies glass packaging products to leading beverage and food companies in the markets in which it operates, including Anheuser-Busch InBev (following its acquisition of SABMiller), Diageo, Distell, Heineken, Namibian Breweries and Tiger Brands, each of which has had a relationship with Consol for over 10 years. Senior Management believes that Consol has achieved its long-standing customer relationships by providing its customers with reliable supplies of quality products at competitive prices and that its quality, technical expertise and innovation drive value enhancement and reduce costs for its customers. The Group actively seeks to support its international and local customers throughout Africa and intends over the medium to long term to expand into other African jurisdictions where demographic and economic trends are driving customer demand for glass packaging.

5. Track record of attractive growth and industry-leading margins

Consol has a track record of revenue growth. For the six months ended 31 December 2017, revenue increased by R270 million, compared to the six months ended 31 December 2016, following growth of R658 million between the 2017 and 2015 financial years. Consol’s pricing and cost discipline maintain margins that have remained above average compared to those of peer glass packaging manufacturers in a challenging economic environment. The Group benefits from operating leverage as it increases volumes over its fixed cost base. Consol is able to maintain its market share and its established position in the beverage and food industry as a result of the high barriers to entry in the glass packaging market. Furthermore, Consol’s ability to proactively manage its capital expenditures has allowed it to maintain a resilient level of cash generation, even during periods of a macroeconomic slowdown.

6. An experienced and established management team

Consol’s management team consists of experienced professionals with strong backgrounds and operational expertise in glass packaging. Technical expertise, know-how, bottle making experience and integrated supply chain management competencies are essential for success in the glass packaging industry.

7. Strong growth potential through expansion within existing markets and high-growth African Markets

Senior Management believes that Consol is well-positioned to increase its revenue and operating leverage within South Africa and to grow its operations both organically and through M&A, over the medium to long-term in the Rest of Africa. Consol’s Bellville, Clayville and Nigel facilities in South Africa afford the Group the ability to carry out brownfield expansions to take advantage of South African growth. The facility currently under construction in Ethiopia is expected to have a production capacity of 40,000 tonnes per year once commissioned. In addition to expansion through

acquisitions, Senior Management believes there may be additional greenfield investment opportunities in other underpenetrated African markets with significant growth potential. Consol takes a disciplined approach to acquisitions and investments in Africa, and as the largest glass manufacturer in sub-Saharan Africa, believes it has the potential to drive consolidation in the sub-Saharan glass packaging industry. Senior Management prioritises markets in which it believes Consol can ultimately achieve a long-term internal rate of return (“IRR”) of 20% per year. It also targets markets in which it believes economies of scale can be achieved that enable Consol to become a market leader.

Consol’s acquisitions of Glassforce and CGK demonstrate that it has the ability to execute on transaction opportunities in the rest of Africa. Furthermore, the acquisition of CGK is indicative of a larger opportunity for Consol to secure glass manufacturing operations from brewers that are looking to dispose of manufacturing operations. The Group has completed the integrations of Glassforce and CGK while growing its revenue. In the six months ended 31 December 2017, Consol’s Rest of Africa segment, which comprises Glassforce, CGK and Juniper (not yet operational), contributed 7.1% to its total revenue during the period. Consol is focused on building on its track record of successful M&A to enhance the growth profile of investments and realise synergies with, and increase the margins of, acquired businesses.

Strategy Consol’s ambition is to be the first choice for glass packaging supply in Africa. To achieve this, Consol has a three-pronged growth strategy to take advantage of what it considers to be promising African markets:

(i) maintaining its market positions in South Africa, Kenya and Nigeria by strengthening its competitive position through brownfield and greenfield investments;

(ii) executing on its recent greenfield investment in the Ethiopian market; and

(iii) pursuing opportunities in the medium to long term in under-penetrated glass packaging markets with significant growth potential in the Rest of Africa through greenfield investments and M&A.

To deliver this strategy, the Group has developed four key strategic focus areas, which are as follows:

• Continue to drive profitable growth in the South African market and benefit from operating leverage

The Group intends to leverage its leading market position in South Africa to continue to enhance its profitability and improve its South African Adjusted EBITDA margins as it pursues growth, and benefits from operating leverage, with a target Adjusted EBITDA margin of 26% to 28% over the medium-term. Consol believes that its strong market share in South Africa will allow it to benefit from the local market’s volume growth potential of approximately 3% to 4% per year from 2017 to 2021.

• Continue to actively market Consol glass as the superior packaging choice

Consol will continue to invest in its marketing strategy to encourage its customers to use glass and to increase consumer demand for glass. Consol advertises to create demand and promote glass as the packaging of choice for consumers by highlighting the unique functional benefits of glass as well as its superior quality, environmental and health properties.

• Value chain optimisation

Consol is focused on identifying additional cost and operational efficiencies and benefiting from operational leverage as the Group recovers its fixed cost base with larger production volumes. The Group’s fixed costs are largely driven by inflation, although they are also impacted by specific changes in the price of electricity and fuel. Consol expects to benefit from operating leverage in its business and its goal is to maintain industry-leading margins in South Africa and improve margins in its operational Rest of Africa businesses to the levels of those in South Africa over the medium-term.

• Gain further scale and enhance growth potential through value accretive investments in the Rest of Africa

Consol aims to continue to grow its revenue and profits by expanding through brownfield and greenfield investments, as well as, over the medium and long-term, acquisitions into high-growth potential markets in the Rest of Africa, including Angola, Egypt and Tanzania. Following its investment in Juniper Glass, the Group is currently focused on the construction and development of its greenfield facility in Ethiopia, which Senior Management expects will commence operations during the fourth quarter of 2018. In the medium-term, Consol intends to continue to use its South African operations as a platform from which it can increase the number of adjacent markets and African jurisdictions to which it currently exports.

The Listing Consol is targeting to use approximately R2.7 billion of the net proceeds of the Listing to strengthen and deleverage its balance sheet. Additional Listing proceeds, of an amount to be determined, will be used to repay a portion of the Group’s shareholder loans. The balance of the shareholder loans will be converted to equity upon Listing. Certain existing shareholders may also sell additional shares for the purpose of covering over-allotments of up to 15% of the total number of shares placed as part of the Listing. The Listing is intended to:

• raise equity capital to strengthen Consol’s balance sheet and assist Consol in pursuing its growth strategy;

• simplify the capital structure of the Group;

• enable long-term shareholders to realise a portion of their investment in the Company through the repayment of shareholder loans;

• provide the company with greater access to capital markets;

• provide shareholders with a liquid public market on which to trade their Ordinary Shares; and

• enable Consol to use listed securities to pursue its growth strategy and acquisition opportunities, to the extent required.

A pre-listing statement, including full details of the offer to be implemented in connection with the Listing by way of a private placement (the "Offer"), will be made available in due course. The Offer will not be open to the public. Major ordinary shareholders The major ordinary shareholders of Consol prior to the Listing are detailed below:

Shareholder name % of ordinary shares held

Brait Private Equity 29.7

Old Mutual Private Equity 22.8

Sanlam Private Equity 12.1

Sphere Holdings 10.0

HarbourVest Partners 9.8

Public Investment Corporation 7.5

Management 5.2

Dividend policy The amount, timing and frequency of future distributions will be at the sole discretion of the Board. The Group has a target dividend pay-out ratio of 50% with the expectation that this will be paid through an interim dividend and a final dividend comprising one-third and two-thirds of the total dividend, respectively. No dividend will be paid on the results for the financial year ending on 30 June 2018. END

DISCLAIMER The contents of this announcement have been prepared by and are the sole responsibility of Consol. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. This announcement is not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan, Australia or any other jurisdiction where it may be unlawful to distribute this announcement. The distribution of this announcement may be subject to specific legal or regulatory restrictions in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities to any person in the United States, Canada, Japan, Australia or in any jurisdiction to whom or in which such offer, solicitation or sale would be unlawful. The securities referred to herein (the “Shares”) may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or offered pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Shares have not been, and will not be, registered under the Securities Act or under the applicable securities laws of Canada, Japan or Australia. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Canada, Japan or Australia or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or Australia. There will be no public offer of securities in the United States, Canada, Japan and Australia. This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the “South African Companies Act”) and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. These materials do not constitute a prospectus registered and/or issued in terms of the South African Companies Act. This announcement is not a prospectus and the Offer referred to herein will not be open to the public. In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Japan or Australia.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Any purchase of Shares in the proposed Offering should be made solely on the basis of the information contained in the Pre-listing Statement to be issued by the Company in connection with the Offering. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Pre-listing Statement when published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The date of the Listing may be influenced by things such as market conditions. There is no guarantee that Listing will occur and you should not base your financial decisions on the Company’s intentions in relation to Listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. None of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank is acting exclusively for Consol and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Consol for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Each of BofA Merrill Lynch and Goldman Sachs is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. In connection with the Offering, each of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares

and other securities of Consol or related investments in connection with the Offering or otherwise. Accordingly, references in the preliminary listing statement, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank and any of their respective affiliates acting in such capacity. In addition, BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In connection with the Offering, RMB, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Standard Bank is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the JSE main board and ending no later than 30 calendar days thereafter. However, there will be no obligation on Standard Bank or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Standard Bank nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering. In connection with the Offering, RMB as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offering. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, RMB will enter into over-allotment arrangements pursuant to which RMB may purchase or procure purchasers for additional Shares up to a maximum of 15% of the total number of Shares comprised in the Offering (the “Over Allotment Shares”) at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by RMB, at any time on or before the 30th calendar day after the commencement of conditional trading of the Shares on the JSE main board. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offering and will form a single class for all purposes with the other Shares. Unless otherwise indicated, market, industry, market share and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein. Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities the subject of the Offer have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who

do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, BofA Merrill Lynch, Goldman Sachs, RMB and Standard Bank will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.