HUG Update on general offer to shareholders of Adapt IT, irrevocable undertakings and further cautionary HUGE GROUP LIMITED (Registration number 2006/023587/06) Share code: HUG ISIN: ZAE000102042 (Huge) UPDATE ON THE GENERAL OFFER TO THE SHAREHOLDERS OF ADAPT IT HOLDINGS LIMITED, IRREVOCABLE UNDERTAKINGS AND FURTHER CAUTIONARY ANNOUNCEMENT 1. Introduction Huge shareholders (Huge Shareholders) are referred to the announcement released by Huge on SENS on 27 January 2021 (Detailed Cautionary Announcement), advising that Huge had given notice to the board of directors of Adapt IT Holdings Limited (Adapt IT) (Adapt IT Board) 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 (Adapt IT Shareholders) of Adapt IT (Adapt IT Shares) to acquire up to 100% of the issued Adapt IT Shares (Proposed Transaction). Following discussions with the Takeover Regulation Panel, and the concerns raised by the Adapt IT Board regarding the necessary Huge Shareholder approvals (see paragraph 2 below), additional information has been provided to both, which the board of directors of Huge (Huge Board) believes confirms that Huge is ready, able and willing to proceed with the Offer, which statement was first noted in the Detailed Cautionary Announcement. 2. Irrevocable undertakings As stated in the Detailed Cautionary Announcement, the Offer is subject to the fulfilment of the following conditions precedent: 2.1 Huge Shareholder approval in terms of paragraph 9.20 of the JSE Listings Requirements; 2.2 that the minimum percentage of Adapt IT Shares required to be tendered by Adapt IT Shareholders before Huge is required to accept all tendered Adapt IT Shares is 0.01% of the Adapt IT Shares; and 2.3 the issue of a compliance certificate by the Takeover Regulation Panel, in relation to the Offer, as contemplated in Regulation 102(13) of the Companies Regulations, 2011. In this regard, the Huge Board has procured irrevocable undertakings from Huge Shareholders holding 79.57% of the issued share capital, excluding treasury shares, of Huge to vote in favour of the resolutions necessary to implement the Proposed Transaction and the Offer. 3. Further cautionary announcement Huge Shareholders are referred to the Detailed Cautionary Announcement dated 27 January 2021 and are advised to continue to exercise caution when dealing in their securities until a further announcement is published. The Huge Board expects that further information will be contained in the Firm Intention Announcement which should be released as soon as reasonably possible after the date of this announcement. 4. Responsibility statement The Huge Board accepts responsibility for the information contained in this announcement insofar as it relates to Huge. To the best of its knowledge and belief, the information contained in this announcement is true and the announcement does not omit anything likely to affect the importance of the information. 1 February 2021 Sponsor Nedbank Corporate & Investment Banking, a division of Nedbank Limited Legal Advisor Herbert Smith Freehills South Africa LLP Date: 01-02-2021 07:05:00 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.