AUDITED AUDITED GROUP GROUP RESULTS RESULTS AND AND DIVIDEND DIVIDEND DECLARATIONS DECLARATIONS ForFor thethe year ended year ended3030June June2015 2015

HEADLINE EARNINGS HEADLINE EARNINGS HEADLINE EARNINGS HEADLINE PER ORDINARY SHARE EARNINGS HEADLINE EARNINGS

PER ORDINARY SHARE

HEADLINE EARNINGS

PER ORDINARY SHARE

16.5% 16.5% 16.5% R179.864 MILLION

R179.846 MILLION (June 2014: R154.325 MILLION) R179.846 MILLION (Jun 2014: R154.325 MILLION)

(Jun 2014: R154.325 MILLION)

16.5% 16.5% 16.5% 566.74 CENTS

566.74 CENTSCENTS) (June 2014: 486.27

566.74 CENTS (Jun 2014: 486.27 CENTS)

(Jun 2014: 486.27 CENTS)

RETURN ON ORDINARY DIVIDENDS PER RETURNSHAREHOLDERS’ ONON ORDINARY RETURN ORDINARY DIVIDENDS AVERAGE EQUITY ORDINARYPER SHARE SHAREHOLDERS’ DIVIDENDS PER SHAREHOLDERS’

ORDINARY SHARE

ORDINARY SHARE

16.5% 16.5% 16.5% 222.73 CENTS

AVERAGE EQUITY

AVERAGE EQUITY

100bps

100bps 100bps 15%

222.73 CENTS (June 2014: 191.11 CENTS)

15% (June 2014: 14%)

CENTS (Jun222.73 2014: 191.11 CENTS)

15% (Jun 2014: 14%)

(Jun 2014: 191.11 CENTS)

(Jun 2014: 14%)

GROSS LOANS

TOTAL TOTAL ASSETS ASSETS TOTAL ASSETS

34% 34% 34% R5.345 BILLION R5.345 BILLION

11% 11% 11% R1.243BILLION BILLION R1.243

(June R8.168BILLION) BILLION) (Jun 2014: 2014: R8.168 R10.865 BILLION

(June 2014: R1.122 BILLION) (Jun 2014: R1.122 BILLION) R1.243 BILLION (Jun 2014: R1.122 BILLION)

DEPOSIT DEPOSITBOOK BOOK

DEPOSIT BOOK

21% 21%

21%

R3.276 BILLION

R3.276 BILLION (June 2014:BILLION R2.707 BILLION) R3.276 (Jun 2014: R2.707 BILLION)

(Jun 2014: R2.707 BILLION)

FUNDING FUNDING BASEBASE FUNDING BASE

AND ADVANCES

TOTAL EQUITY

33% 33% R10.866 R10.865 BILLION BILLION

(Jun 2014: R8.168 BILLION)

GROSS LOANS AND ADVANCES GROSS LOANS AND ADVANCES

TOTALEQUITY EQUITY TOTAL

28% 28% 28%

R6.892 BILLION R6.892 BILLION

(June R3.981 BILLION) (Jun (June 2014:BILLION R5.381 BILLION) 2014: R5.381 BILLION) (Jun 2014:2014: R3.981 BILLION) R6.892 R5.345 BILLION (Jun 2014: R3.981 BILLION)

FUNDS UNDER FUNDS UNDER ADVISEMENT AND ADVISEMENT FUNDS UNDERAND MANAGEMENT MANAGEMENT

ADVISEMENT AND MANAGEMENT

24% 29%

24%

R113 BILLION

R117 BILLION (June R91 BILLION) R1132014: BILLION

(Jun 2014: R91 BILLION)

(Jun 2014: R91 BILLION)

(Jun 2014: R5.381 BILLION)

GROUP CAPITAL GROUP CAPITAL ADEQUACY RATIO ADEQUACY RATIO

GROUP CAPITAL ADEQUACY RATIO

200bps 200bps 21% 200bps 21%

(Jun 2014: 23%)

(June 2014: 23%) 21%

(Jun 2014: 23%)

Sasfin Holdings Limited Incorporated in the Republic of South Africa (Company registration number 1987/002097/06) (“Sasfin” or “the Group” or “the Company”) (Ordinary share code: SFN ISIN: ZAE000006565) (Preference share code: SFNP ISIN: ZAE000060273)

Sasfin Holdings Limited Incorporated in the Republic of South Africa (Company registration number 1987/002097/06) (“Sasfin” or “the Group” or “the Company”) (Ordinary share code: SFN ISIN: ZAE000006565) (Preference share code: SFNP ISIN: ZAE000060273)

FINANCIAL HIGHLIGHTS % change

30 June 2015 Audited

30 June 2014 Audited

Total assets (Rm)

33

10 866

8 168

Total gross loans and advances (Rm)

34

5 345

3 981

Non-performing loans and advances (Rm)

35

210

155

Earnings attributable to ordinary shareholders (Rm)

18.8

178.7

150.4

Headline earnings (Rm)

16.5

179.9

154.4

15

14

2

2

68

72

Group (%)

71

72

Banking Group (%)

61

64

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

INCOME STATEMENT

FINANCIAL PERFORMANCE Return on ordinary shareholders’ average equity (%) Return on total average assets (%) OPERATING PERFORMANCE Non-interest income to total income (%) Cost-to-income ratio

Credit loss ratio (bps)

77

80

Non-performing advances to total gross loans and advances (%)

3.9

3.9

SHARE STATISTICS Earnings per ordinary share (cents)

18.8

563.08

473.91

Headline earnings per ordinary share (cents)

16.5

566.74

486.27

31 737

31 737

Number of ordinary shares in issue at end of the period (000)

31 737

31 737

222.73

191.11

383.74

353.51

378.43

364.92

3 847

3 534

Group (%)

21

23

Banking Group (%)

21

21

835

727

Weighted average number of ordinary shares in issue (000) Dividends per ordinary share relating to profit for the year (cents)

16.5

Preference share dividend number 1 for the year (cents) Preference share dividend number 2 for the year (cents) Net asset value per ordinary share (cents)

8.9

CAPITAL ADEQUACY (PROVISIONAL AND UNAUDITED) Capital to risk weighted assets

EMPLOYEES Permanent staff complement

15

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 June 2015 Audited

30 June 2014 Audited

2 618 366

2 082 824

5 242 460

3 890 969

1 687 221

1 099 139

Other receivables

688 057

490 375

Investment securities

435 007

462 111

57 585

55 737

% change

All figures in R’000 ASSETS Cash and short-term negotiable securities Loans and advances to customers

35

Financial assets held for trade facilitation and repurchase agreements

Property, plant and equipment

7 280

16 744

114 991

60 314

15 145

9 950

33

10 866 112

8 168 163

538 340

248 645

21

3 275 866

2 706 578

2 344 167

1 574 340

Taxation Intangible assets and goodwill Deferred tax asset Total assets LIABILITIES Funding under repurchase agreements and interbank Deposits from customers Debt securities issued

538 071

652 083

Total funding

6 696 444

5 181 646

Financial liabilities held for trade facilitation and repurchase agreements

1 650 789

1 103 429

975 204

475 390

11 571

4 028

Long-term loans

Other payables Taxation Deferred tax liability Total liabilities

93 913

82 712

9 427 921

6 847 205

144 327

144 327

1 098 414

977 353

EQUITY Ordinary share capital and share premium Reserves

195 450

199 278

9

1 438 191

1 320 958

33

10 866 112

8 168 163

Preference share capital and share premium Total equity Total liabilities and equity

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

1

CONSOLIDATED INCOME STATEMENT % change

30 June 2015 Audited

30 June 2014 Audited

Interest income

16

712 176

616 557

Interest expense

15

419 563

364 412

Net interest income

16

292 613

252 145

Non-interest income

4

664 021

636 377

Total income

8

956 634

888 522

11

32 771

29 588

923 863

858 934

5

691 352

657 661

Staff costs

9

382 115

350 676

Other operating expenses

4

308 045

296 985

1 192

10 000

232 511

201 273

Share of associate income

2 500

9 901

Profit before income tax

235 011

211 174

42 037

47 411

192 974

163 763

14 272

13 359

178 702

150 404

192 974

163 763

All figures in R’000

Impairment charges on loans and advances Net income after impairments Operating costs

Goodwill impairment Profit from operations

Income tax expense Profit for the year

18

Profit attributable to: Preference shareholders Equity holders of the Group

18.8

Profit for the year

2

Earnings per ordinary share (cents)

18.8

563.08

473.91

Diluted earnings per ordinary share (cents)

18.8

563.08

473.91

Headline earnings per ordinary share (cents)

16.5

566.74

486.27

Diluted headline earnings per ordinary share (cents)

16.5

566.74

486.27

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 30 June 2015 Audited

30 June 2014 Audited

192 974

163 763

7 188

(161)

Net gains on remeasurement of available-for-sale financial assets

–

923

Derecognition of available-for-sale reserve upon sale of investment

–

(5 997)

Gross

–

(7 367)

Income tax effect

–

1 370

Foreign exchange differences on translation of foreign operation

31 515

14 161

Net loss on hedge of net investment in foreign operation

(24 327)

(9 248)

Loss on hedge of net investment in foreign operation

(33 788)

(12 845)

9 461

3 597

200 162

163 602

% change

All figures in R’000 Profit for the year Other comprehensive income for the year, net of income tax Items that may be subsequently reclassified to profit and loss:

Income tax effect Total comprehensive income for the year

22

Total comprehensive income attributable to: Preference shareholders Equity holders of the Group Total comprehensive income for the year

22

14 272

13 359

185 890

150 243

200 162

163 602

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

3

HEADLINE EARNINGS RECONCILIATION 30 June 2015 Audited

30 June 2014 Audited

178 702

150 404

1 162

3 921

(30)

(82)

Gross

(41)

(114)

Tax impact

11

32

1 192

10 000

–

(5 997)

Gross

–

(7 367)

Tax Impact

–

1 370

All figures in R’000

% change

Earnings are determined as follows: Earnings attributable to equity holders of the Group Headline adjustable items Profit on sale of property and equipment – IAS 16

Goodwill impairment Gain on the disposal of available-for-sale investments

Headline earnings

16.5

179 864

154 325

Headline earnings per ordinary share (cents)

16.5

566.74

486.27

30 June 2015 Audited

30 June 2014 Audited

1 320 958

1 226 704

Total comprehensive income for the year

200 162

163 602

Profit for the year

192 974

163 763

–

(5 074)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY All figures in R’000 Opening total shareholders’ equity

Total income Available-for-sale reserve Net gains on remeasurement

–

923

Derecognition upon sale of investments

–

(5 997)

Foreign currency translation reserve

31 515

14 161

Hedging reserve

(24 327)

(9 248)

Preference share buyback

(3 828)

–

Preference share dividend

(14 272)

(13 359)

Transactions with owners recorded directly in equity

Ordinary share dividend Closing balance

4

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

(64 829)

(55 989)

1 438 191

1 320 958

CONSOLIDATED STATEMENT OF CASH FLOWS All figures in R’000

30 June 2015 Audited

30 June 2014 Audited

Cash flows from operating activities

105 014

100 809

98 329

261 992

Net cash flows from operating activities

203 343

362 801

Net cash flows from investing activities

53 190

25 661

Net cash flows from financing activities

(3 828)

–

252 705

388 462

1 834 179

1 451 265

(6 858)

(5 548)

2 080 026

1 834 179

Cash and cash balances

1 286 348

1 095 438

Short-term negotiable securities

1 332 018

987 386

Funding under repurchase agreements and interbank

(538 340)

(248 645)

Cash and cash equivalents at the end of the year

2 080 026

1 834 179

Movement in operating assets and liabilities

Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at the end of the year Cash and cash equivalents comprise:

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

5

SUMMARISED SEGMENTAL ANALYSIS All figures in R’000

30 June 2015 Audited

30 June 2014 Audited

Segment result 117 857

101 491

Transactional Banking and Treasury

10 390

12 249

Wealth Management

64 425

48 179

Capital

12 691

14 377

Commercial Solutions

23 106

35 335

Business Banking

Group and inter-segment eliminations

(35 495)

(47 868)

Profit for the year

192 974

163 763

Business Banking

722 099

621 986

Transactional Banking and Treasury

305 330

260 520

Wealth Management

253 299

241 338

63 888

88 251

Segment revenue

Capital Commercial Solutions

204 052

195 307

Group and inter-segment eliminations

(172 471)

(144 568)

1 376 197

1 262 834

Business Banking

5 057 632

4 148 675

Transactional Banking and Treasury

3 814 206

3 235 362

Wealth Management

1 593 768

795 996

Capital

627 073

541 234

Commercial Solutions

224 493

210 370

Total revenue Segment assets

(451 060)

(763 474)

10 866 112

8 168 163

Business Banking

4 576 983

3 658 701

Transactional Banking and Treasury

3 880 706

2 829 377

Wealth Management

1 598 347

727 180

270 378

450 614

Group and inter-segment eliminations Total assets Segment liabilities

Capital Commercial Solutions Group and inter-segment eliminations Total liabilities

6

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

98 482

71 179

(996 975)

(889 846)

9 427 921

6 847 205

NOTE 1: FINANCIAL INSTRUMENTS: FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The carrying amount of the Group’s financial assets and financial liabilities is a reasonable approximation of fair value. The Group’s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 30 June 2014.

FINANCIAL HIERARCHY The table below analyses financial instruments carried at fair value, by level of fair value hierarchy. The different levels are based on the inputs used in the calculation of fair value of the financial instruments. The levels have been defined as follows: Level 1 – fair value is based on quoted market prices (unadjusted) in active markets for identical instruments. Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – unobservable inputs for the asset or liability. 30 June 2014 Audited

Level 1

Level 2

Cash and short-term negotiable securities

2 618 366

–

–

2 618 366

2 082 824

Financial assets and reverse repurchase agreements

1 687 221

–

–

1 687 221

1 099 139

Investment securities

–

36 983

398 024

435 007

456 156

Other receivables

–

51 878

–

51 878

26 758

Total financial assets carried at fair value

4 305 587

88 861

398 024

4 792 472

3 664 877

Financial liabilities and repurchase agreements

1 650 789

–

–

1 650 789

1 103 429

–

49 480

–

49 480

23 775

1 650 789

49 480

–

1 700 269

1 127 204

All figures in R’000

Other payables Total financial liabilities carried at fair value

Level 3

30 June 2015 Audited

Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For all other financial instruments the Group determines fair values using valuation techniques. The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the transfer has occurred. There were no transfers between Level 1, 2 and 3 of the fair value hierarchy during the year ended 30 June 2015.

All figures in R’000

30 June 2015 Audited

30 June 2014 Audited

Level 3 fair values – Investment securities 407 408

283 711

Unrealised gains/(losses) for the year included in profit or loss through non-interest income

54 844

33 744

Net investments/(settlements)

(64 228)

89 953

Opening balance

Reclassification of associates as fair value investments Net purchases/(settlements) Closing balance

–

70 155

(64 228)

19 798

398 024

407 408

The valuations of Level 2 and Level 3 investment securities were based predominantly on detailed discounted cash flow methodologies which were checked for reasonability against implied price/earnings multiples, and where applicable benchmarked against proxies of listed entities in similar industries. This valuation methodology is allowed per the South African Venture Capital and Private Equity guidelines.

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

7

NOTE 2: ACQUISITION OF A SUBSIDIARY

On 30 June 2015, the Group acquired control of Fintech Proprietary Limited (“Fintech”) through the acquisition of 100% of Fintech’s shares and voting rights. The acquisition of Fintech is expected to provide the Group with an increased share of the asset rental finance market through access to Fintech’s supplier base. The effective date of the transaction was 1 July 2014. However, control over Fintech only passed to the Group on 30 June 2015. As a result, Fintech’s profits for the year ended June 2015 were not accounted for in the Group’s current year earnings but as pre-acquisition profits. Fintech achieved total income of R125 805 914 and a Profit after tax for the year of R32 172 127 to 30 June 2015 which have not been included in the Group’s results. Fintech’s financial position comprising total assets of R1 038 214 000 and total liabilities of R902 896 000 were consolidated by the Group at 30 June 2015.

2.1 Consideration transferred Cash Deferred consideration Total consideration transferred 2.1.1 Deferred consideration The Group has agreed to pay the shareholders an additional consideration when Fintech receives an unqualified audit opinion and the fulfilment of the agreed warranties as at 30 June 2015. 2.2 Acquisition-related costs The Group incurred acquisition-related costs of R1 867 887 relating to external legal fees, due diligence and other consulting fees. These costs have been expensed in Other operating expenses during the current year. 2.3 Identifiable assets acquired and liabilities assumed The following is a summary of the recognised amounts of assets acquired and liabilities assumed at the date of acquisition: Assets Cash and short-term negotiable securities Net loans and advances to customers Gross loans and advances to customers Less: Impairments Other receivables Property, plant and equipment Total assets Liabilities Funding under repurchase agreements and interbank Debt securities issued Other payables Taxation Deferred tax liability Total liabilities Net tangible assets acquired Goodwill Total net assets acquired 2.4 Goodwill Goodwill arising from the acquisition has been recognised as follows: Total consideration transferred Total net assets acquired Less: Goodwill acquired Fair value of identifiable net assets acquired Goodwill recognised on acquisition

2015 Audited R’000 159 494 28 273 187 767

160 175 852 624 878 341 (25 717) 23 030 2 385 1 038 214 109 185 665 000 116 540 362 11 809 902 896 135 318 8 038 143 356

187 767 143 356 8 038 135 319 52 448

Goodwill is attributable to the skills and technical talent of Fintech’s supplier relationships, work force, and the synergies expected to be achieved from integrating the company into the Group’s existing business. None of the goodwill recognised is expected to be deductible for tax purposes. 2.5 Provisional accounting

In terms of IFRS3, the Group has applied provisional accounting for a period of one year after acquisition to accurately determine a Purchase Price Allocation (PPA) relating to the fair value of the loans and advances book, any unrecognised intangible assets that exist at acquisition date and the residual goodwill value.

8

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

COMMENTARY NATURE OF BUSINESS Sasfin is a bank-controlling company listed in the “Financials: Investment Services” sector of the JSE Limited (“the JSE”). Sasfin and its subsidiaries (“the Group”) provide a comprehensive range of specialist business banking, wealth and asset management services.

BUSINESS REVIEW: GROUP PERFORMANCE Business environment: • South Africa’s terms of trade have been badly affected by a collapse in commodity prices, which together with drought, labour unrest, currency weakness and an inability to adequately and economically meet the nation’s needs for electricity and other essential services, has resulted in stagflation. Meaningful measures are urgently needed to grow the economy in order to address mounting unemployment, SA’s fiscal and current account deficits and its vulnerable sovereign credit rating. • Notwithstanding the above, escalating regulation and increased competition from the relatively unregulated shadow banking sector, the South African banking industry remains resilient and well capitalised despite weak credit markets.

Group overview: • During the year under review, Sasfin took the following significant steps to entrench its market position and broaden its franchise value: o Having met all conditions precedent, Sasfin’s acquisition of 100% of Fintech Proprietary Limited (“Fintech”), an equipment finance company, took place on 30 June 2015, which makes Sasfin’s Rental Finance business a formidable player in this market segment. Fintech’s statement of financial position, but not its profits for the year, which were capitalised as preacquisition profits, has been consolidated into the Group results as at 30 June 2015. Details on the acquisition are more fully disclosed in Note 2 of the summarised annual financial statements. o Sasfin successfully launched its Transactional Banking offering during the course of the year, and went to market in January 2015. This significant development in Sasfin’s journey positions Sasfin to become a primary banking group to its clients. • Despite the weak external operating environment, Sasfin maintained its growth levels in its core business activities and produced a pleasing set of results, reflecting a 16.5% increase in headline earnings per share at 566.74 cents (2014: 486.27 cents) for the year. Following the acquisition of Fintech, the Group’s total assets grew by 33% to R10.866 billion over the corresponding year, underpinned by a 34% growth in loans and advances, which now amounts to R5.345 billion (2014: R3.981 billion). • The Group strengthened its financial position by expanding and diversifying its funding base, resulting in a healthy surplus liquidity position of R2.6 billion (2014: R2.1 billion) – a growth of 24%. • Strong revenue growth in the Business Banking, Wealth and Treasury divisions coupled with a below inflation cost growth, saw headline earnings grow to R179.864 million (2014: R154.325 million). This performance was aided by a lower Group tax charge resulting in an effective Group tax rate of 18%, down from 23% in 2014, driven by certain income streams at lower tax rates and some exempt income. • Net interest income grew by 16%, underpinned by good growth achieved in the lending book and improved returns achieved on the surplus liquidity position. • Group costs reflect a 5% increase when compared to the same period in 2014, highlighting the Group’s continuous efforts to contain cost growth. The growth in staff costs is largely attributed to an increase in staff numbers in the Compliance department and the establishment of the new Transactional Banking division. The Group’s cost-to-income ratio showed a marginal improvement to 71% from 72% in 2014, whilst the Banking Group improved to 61% from 64% in 2014. Both the Group and Banking Group reported a positive JAWS ratio.

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

9

Segmental overview: • The Business Banking division delivered a solid set of results, with profit for the year of R117.9 million (2014: R101.5 million), a 16% increase over 2014. The key factors were strong growth in loans and advances, margin retention and an improved credit performance. Notwithstanding the growth in the lending book, the credit loss ratio improved to 70bps from 85bps in 2014, while the ratio of non-performing loans to gross loans and advances remained flat at 3.9% year-on-year. • Sasfin Wealth delivered an impressive set of results with profit growth of 34% to R64.4 million (2014: R48.2 million) and funds under advisement and management growing to R117 billion (2014: R91 billion). The division expanded its local and global investment offering (including the launch of a Fixed Income Fund) and delivered excellent performance to its clients, as evidenced by Sasfin Asset Managers’ third Raging Bull award. This unit is starting to reap the benefits of its investment in distribution, information technology and operations. The Institutional Fixed Income desk continued to show good growth in profitability. • The Treasury division, which has now been incorporated into the Group’s Transactional Banking division, has grown its deposit base encouragingly to R3.3 billion at June 2015, an increase of 21% over 2014. The Transactional Banking business is fully operational, and as expected is in a loss making position during its start-up phase. The combined units achieved a profit of R10.4 million for the year (2014: R12.2 million), after the initial set-up costs of the Transactional Banking business. • The Capital division’s performance showed a disappointing decrease in profitability year-on-year to R12.7 million from R14.4 million, largely due to a poor performance in Corporate Finance. While Private Equity achieved improved results, the Corporate Finance unit underwent a change of direction and leadership and is now more appropriately resourced given the change in strategy. Going forward, Sasfin Capital intends to service the mid-sized corporate market through a combination of select balance sheet deployment and strong corporate finance advice. • The Commercial Solutions division endured a tough trading environment, particularly in its Incentives and Freight businesses, which achieved significantly lower levels of profitability compared to 2014. Sasfin’s Forex unit, having achieved the necessary critical mass, achieved a R5.5 million turnaround in profit. This unit is well poised to become a strong profit contributor. Overall, the Commercial Solutions division made a profit of R23.1 million for the year, down from R35.3 million in 2014.

Statement of financial position and capital management review: • The Group’s deposit and other sources of funding continued to grow, with an improved deposit mix and maturity profile. Overall, the Group’s funding position remains strong with a diversified funding base of R6.892 billion, up from R5.381 billion of last year. This funding base has enabled Sasfin Bank Limited to maintain its liquidity coverage and net stable funding ratios at very comfortable levels, well in excess of the regulatory minimums. • Sasfin’s securitisation vehicle, South African Securitisation Programme (RF) Limited (“SASP”), Series 1, a leader in its market, continued to deliver consistent performance with R384 million of maturing notes successfully refinanced whereby the issue was fully subscribed. • The Group’s capital adequacy ratio has decreased to 21% (2014: 23%), primarily due to the growth in risk weighted assets. The Group remains well capitalised with a primary Tier I capital ratio of 20% (2014: 21%), which is the main measure of capital strength, and with both ratios well above the current regulatory requirements.

PROSPECTS • Sasfin continues to focus on the entrepreneurial business and wealth markets. Subject to prevailing market conditions and constrained growth levels in the economy, Sasfin is well poised for sustainable growth across all divisions, with continued expansion of its franchise value in its chosen markets, aided by its recently launched Transactional Banking service offering, on the back of its strong capital and liquidity position, and high-touch service model. • Sasfin hopes to conclude an agreement with a suitable Black Economic Empowerment investor on acceptable terms during the course of its current financial year.

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Sasfin Holdings Limited Audited Group Results and Dividend Declarations

BASIS OF PREPARATION AND PRESENTATION OF THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS The summarised audited consolidated financial statements have been prepared in accordance with IAS 34 – “Interim Financial Reporting” and the requirements of the Companies Act of South Africa and in compliance with the JSE Listings Requirements and the accounting policies applied conform to International Financial Reporting Standards (“IFRS”) and the SAICA Financial Reporting Guides. There are no material events subsequent to the end of the financial year. These summarised audited results are a summary of the consolidated annual financial statements that are prepared in thousands of South African Rand (“R’000”) on the historical cost basis, in accordance with International Financial Reporting Standards (“IFRS”) and the Companies Act No. 71 of 2008 as amended (“the Companies Act”), except for certain financial assets and liabilities which are recognised at fair value. The accounting policies applied in these annual financial statements for the year ended 30 June 2015 are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2014. Summarised annual financial statements The summarised audited consolidated annual financial statements comprise a consolidated statement of financial position at 30 June 2015, a consolidated income statement, a consolidated statement of comprehensive income, a summarised statement of changes in equity, a summarised cash flow statement and summarised segmental analysis reports for the year ended 30 June 2015. Responsibility of financial statements In terms of S29(1)e(ii) of the Companies Act, it is confirmed that the preparation of these financial statements is done under the supervision of Tyrone Soondarjee CA(SA), Group Financial Director.

Reports of the independent auditors: The unmodified audit reports of KPMG Inc., and Grant Thornton (Jhb) Inc., the independent auditors, on the annual financial statements and the summarised financial statements contained herein for the year ended 30 June 2015, dated 9 September 2015, are available for inspection at the Company’s registered office.

PREFERENCE SHARE CASH DIVIDEND Notice is hereby given that the directors have declared a gross cash preference dividend number 22 amounting to 378.43 cents per share (321.6655 cents per share net of 15% dividend withholding tax) (2014: 364.92 cents per share (310.182 cents per share net of 15% dividend withholding tax)) (“preference dividend”) for the period 1 January 2015 to 30 June 2015. Preference dividends have been paid on 1 000 000 (2014: 1 000 000) preference shares issued at R100.00 (2014: R100.00) each, and on 854 727 (2014: 905 000) preference shares issued at R110.49 (2014: R110.49) each. The dividends have been declared from income reserves and no secondary taxes on companies’ credits have been used. The preference dividend will be payable to holders of preference shares recorded in the register of the Company at the close of business on Friday, 2 October 2015. The salient dates relating to the preference dividend are as follows: Last day to trade cum the preference dividend Preference shares commence trading ex the preference dividend Preference dividend record date Payment date of preference dividend

Friday, 25 September 2015 Monday, 28 September 2015 Friday, 2 October 2015 Monday, 5 October 2015

Preference share certificates may not be dematerialised or rematerialised between Monday, 28 September 2015 and Friday, 2 October 2015, both days inclusive.

FINAL ORDINARY SHARE CASH DIVIDEND Notice is hereby given that a final ordinary share cash dividend for the financial year ended 30 June 2015, amounting to 147.47 cents per share (2014: 125.77 cents per share) (“ordinary dividend”), has been declared. Together with the interim ordinary dividend of 75.26 cents (2014: 65.34 cents) declared on 3 March 2015, the total ordinary dividends for the financial year amount to 222.73 cents per share (2014: 191.11 cents per share).

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

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The following further information is provided to shareholders with regard to the final dividend declaration in respect of the new dividends tax: • The dividend has been declared from income reserves. • The dividend withholding tax rate is 15%, and a net dividend of 125.3495 cents (2014: 106.9045 cents) per share is paid to those shareholders who are not exempt from dividend withholding tax. • The issued number of ordinary shares as at declaration date is 32 301 441 (2014: 32 301 441). The ordinary dividend will be payable to holders of ordinary shares recorded in the register of the Company at the close of business on Friday, 9 October 2015. The salient dates relating to the ordinary dividend are as follows: Last day to trade cum the ordinary dividend Ordinary shares commence trading ex the ordinary dividend Ordinary dividend record date Payment date of ordinary dividend

Friday, 2 October 2015 Monday, 5 October 2015 Friday, 9 October 2015 Monday, 12 October 2015

Ordinary share certificates may not be dematerialised or rematerialised between Monday, 5 October 2015 and Friday, 9 October 2015, both days inclusive. The above dates and times are subject to amendment. Any such amendment will be released on SENS and published in the press.

CHANGES TO THE BOARD Linda de Beer and Lesego Sennelo were appointed as non-executive directors of Sasfin Bank Limited and Sasfin Holdings Limited with effect from 1 July 2014. Eddie Blight and Dolly Mokgatle retired and resigned respectively from the boards of Sasfin Bank Limited and Sasfin Holdings Limited at the conclusion of the Annual General Meeting on 27 November 2014. The Board has considered the shareholding and length of service of Shahied Rylands and is satisfied that he is an independent non-executive director.

NOTICE OF ANNUAL GENERAL MEETING AND POSTING OF INTEGRATED REPORT The annual general meeting of Sasfin will be held at 29 Scott Street, Waverley, Johannesburg, on Monday, 30 November 2015 at 14h00. The integrated report will be posted to shareholders on or about 30 October 2015. The audited Group annual financial statements will also be available on the Company’s website on or about 30 October 2015. For and on behalf of the Board.

RC ANDERSEN Chairman 9 September 2015

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RDEB SASSOON Chief Executive Officer

Sasfin Holdings Limited Audited Group Results and Dividend Declarations

TD SOONDARJEE Group Financial Director

INDEPENDENT NON-EXECUTIVE CHAIRMAN RC Andersen EXECUTIVE DIRECTORS RDEB Sassoon (Chief Executive Officer) TD Soondarjee (Group Financial Director)

LEAD SPONSOR KPMG Services Proprietary Limited

ALTERNATE EXECUTIVE DIRECTORS LR Fröhlich, MG Lane, MEE Sassoon INDEPENDENT NON-EXECUTIVE DIRECTORS L de Beer, GC Dunnington, J Moses, MS Rylands, LJ Sennelo GROUP COMPANY SECRETARY H Brown JOINT AUDITORS KPMG Inc. and Grant Thornton (Jhb) Inc.

TRANSFER SECRETARIES Computershare Investor Services Proprietary Limited 70 Marshall Street, Johannesburg, 2001 PO Box 61051, Marshalltown, 2107

JOINT SPONSOR Sasfin Capital (a division of Sasfin Bank Limited) REGISTERED OFFICE 29 Scott Street, Waverley, 2090, Johannesburg. Tel: +27 11 809 7500 Fax: +27 11 887 6167/2489 Website: www.sasfin.com Tax reference number: 9300/204/71/7 This announcement and additional information is available on the website: www.sasfin.com

DISCLAIMER The Group has in good faith made reasonable effort to ensure the accuracy and completeness of the information contained in this document, including all information that may be regarded as “forward-looking statements”. Forward-looking statements may be identified by words such as “believe”, “anticipate”, “expect”, “plan”, “estimate”, “intend”, “project”, and “target”. Forward-looking statements are not statements of fact, but statements by the management of the Group based on its current estimates, projections, expectations, beliefs and assumptions regarding the Group’s future performance and no assurance can be given to this effect. The risks and uncertainties inherent in the forward-looking statements contained in this document include but are not limited to changes to IFRS and the interpretations, applications and practices subject thereto as they apply to past, present and future periods; domestic and international business and market conditions such as exchange rate and interest rate movements; changes in the domestic and international regulatory and legislative environments; changes to domestic and international operational, social, economic and political risks; and the effects of both current and future litigation. The Group does not undertake to update any forward-looking statements contained in this document and does not assume responsibility for any loss or damage and however arising as a result of the reliance by any party thereon, including, but not limited to, loss of earnings, profits or consequential loss or damage.

GREYMATTER & FINCH # 9111

www.sasfin.com