HUG Detailed cautionary announcement regarding a general offer HUGE GROUP LIMITED (Registration number 2006/023587/06) Share code: HUG ISIN: ZAE000102042 (Huge or the Company or the Group) DETAILED CAUTIONARY ANNOUNCEMENT REGARDING A GENERAL OFFER 1. Introduction Huge shareholders are advised that Huge has today given notice to the board of directors of Adapt IT Holdings Limited (Adapt IT) that Huge has made a general offer (Offer) as contemplated in section 117(c)(v) of the Companies Act, 2008 (as amended) to the holders of ordinary shares (Shareholders) of Adapt IT (Adapt IT Shares) to acquire all of the issued Adapt IT Shares. 2. Material terms of the Offer The material terms of the Offer are as follows: 2.1 Huge irrevocably offers to purchase all of the issued Adapt IT Shares on the basis that Huge offers to purchase from each Shareholder all, or any, of its Adapt IT Shares for a consideration (Sale Consideration) equivalent to 552 cents per Adapt IT Share. The Sale Consideration represents a 33% premium on the 30-day weighted average traded price (as defined in the JSE Listings Requirements) of Adapt IT Shares on the trading day immediately preceding the date of the offer letter (Offer Letter), being 26 January 2021. 2.2 Huge shall discharge its obligations in relation to the Sale Consideration by issuing to each Shareholder that accepts the Offer (each a Seller) authorised ordinary shares (Consideration Shares) of Huge (Huge Shares) at a swap ratio of 0.9 for each Adapt IT Share tendered (Sale Shares) (rounded up to the nearest whole number of Consideration Shares). For avoidance of doubt each Seller will receive 0.9 Consideration Shares in consideration for each Sale Share, rounded up to the nearest whole number of Consideration Shares. The swap ratio is based on a reference price of 613 cents per Huge Share. 2.3 The Offer is conditional as to acceptances on the basis that the minimum percentage of Adapt IT Shares required to be tendered by Shareholders before Huge is required to accept all tendered Adapt IT Shares is 0.01% of the Adapt IT Shares. 2.4 The Offer is subject to the following further conditions: 2.4.1 the shareholders of Huge shall have approved the implementation of the Offer in terms of paragraph 9.20 of the JSE Listings Requirements; and 2.4.2 the Takeover Regulation Panel shall have issued a compliance certificate in relation to the Offer as contemplated in Regulation 102(13) of the Companies Regulations. 3. Huge shareholders are advised that the Offer, if successfully concluded, may have a material effect on the price of the Companys securities. Accordingly, shareholders are advised to exercise caution when dealing in the Companys securities until Huge is in a position to publish a further announcement of the details of the Offer not yet disclosed. 27 January 2021 Sponsor Nedbank Corporate & Investment Banking Date: 27-01-2021 05:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.