Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This offer document (the “Offer Document”) is issued pursuant to Regulation 7 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (the “Take-over Regulations).

If you are in any doubt about what to do, you should consult your stockbroker, custodian, investment bank or other professional investment adviser.

If you have transferred all your holding of AccessKenya shares, please send the Offer Document together with the Form of Acceptance at once to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of certificated AccessKenya shares, you should retain these documents and consult the stockbroker, investment bank or custodian through whom the sale or transfer was effected.

Cash Offer

by

DIMENSION DATA HOLDINGS PLC

(Incorporated in England & Wales, company number 3704278)

to purchase 100% of the issued ordinary shares of ACCESSKENYA GROUP LIMITED

(Incorporated in Kenya, company number C.17/2007)

Dated: *●+ 2013

Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 Enclosed in the envelope containing this Offer Document you will also find:

 The circular issued by the board of directors of AccessKenya (as defined on page 3) as required under regulation 9 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 containing the recommendation of the board of directors of AccessKenya in respect to the Offer made by Dimension Data (as defined on page 3).

 The independent adviser’s circular as required under regulation 10 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 prepared by [Kestrel Capital (East Africa) Limited].

 A Form of Acceptance (as defined on page4) to enable you to accept the Offer (as defined on page4).

 A Notice of Extraordinary General Meeting of AccessKenya (“De-Listing EGM”) issued by the board of directors of AccessKenya for the purpose of calling a general meeting to consider and, if thought fit, to pass a resolution for the De-Listing (as defined on page 3) of AccessKenya and a form of proxy for your use in connection with the proposed business of such meeting.

ACTION TO BE TAKEN

1. Read this document fully.

2. Read the instructions in APPENDIX IV of this document and then complete the Form of Acceptance should you wish to accept the offer.

3. Send the completed Form of Acceptance and your share certificate(s) (if any) to your stockbroker or investment bank by no later than [23 July] 2013.

A list of NSE (as defined on page 4) member firms (stockbrokers and investment banks) is provided in APPENDIX V.

4. Should you wish to be present at the De-Listing EGM, you should go to the meeting at the Kenyatta International Conference Centre, Nairobi at [8.00 a.m.] on [●] 2013, or alternatively complete the form of proxy and, by 8.00 a.m. on *●+2013, return it to:

The Company Secretary AccessKenya Group Limited 4th Floor Purshottam Place, P. O. Box 43588 – 00100 Nairobi, Kenya..

i

Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you have transferred all your AccessKenya shares, please send this Offer Document (and the documents accompanying it) as soon as possible to the stockbroker, investment bank or custodian through whom the sale or transfer was effected, for transmission to the transferee.

Pursuant to this Offer Document Dimension Data makes a cash offer to acquire 100% of the issued shares of AccessKenya (the “Offer”). Once acquired, the AccessKenya shares will be held by DDMEA (as defined on page 3) as Dimension Data’s nominee.

Approval has been obtained from the Capital Markets Authority for the compliance with the requirements relating to the Offer Document under the Capital Markets (Take-overs and Mergers) Regulations, 2002. As a matter of policy, the Capital Markets Authority assumes no responsibility for the correctness of any statements or opinions made in this Offer Document. Approval of the Offer is not to be taken as an indication of the merits of the Offer or of a recommendation by the Capital Markets Authority to the shareholders of AccessKenya.

This Offer Document has been approved by the directors of Dimension Data, whose names appear in PART II paragraph 3 of this Offer Document, all of whom jointly and severally accept responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no facts the omission of which would make any statement herein misleading.

No person is authorised to give any information or to make any representation not contained in this document and any information or representation not contained in this document must not be relied upon as having been authorised by Dimension Data. Neither the delivery of this document, nor any disposal made hereunder will, under any circumstances, create any implication that the information contained in this document is correct as at any time subsequent to its date.

AccessKenya shareholders will be given notice, published in any two English language dailies of national circulation in Kenya, of any event that occurs during the Offer Period that materially affects the accuracy of the information contained in this document that comes to the knowledge of Dimension Data.

This Offer Document has been sent to all AccessKenya shareholders on the register of members as at the close of trading on the Nairobi Securities Exchange on 6th May 2013.

This Offer Document does not intend to and does not constitute or form part of any offer to sell or to subscribe for or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale or purchase, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer is for securities of a company organised under the laws of Kenya and is subject to the procedure and disclosure requirements of Kenyan law. Since this document has been prepared in accordance with Kenyan law and the Take-over Regulations, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of any other jurisdiction.

This document is NOT for sale.

If you are in doubt about what to do, you should consult the independent adviser appointed by the directors of AccessKenya or your stockbroker, investment bank or other professional adviser.

ii

Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 TABLE OF CONTENTS

GENERAL INFORMATION AND DIMENSION DATA’S ADVISERS ...... 1

TIMETABLE OF KEY EVENTS ...... 2

DEFINITIONS ...... 3

PART I SUMMARY OF THE OFFER ...... 5

PART II INFORMATION ON DIMENSION DATA ...... 9

PART III CONDITIONS OF THE OFFER AND OTHER DISCLOSURES ...... 12

PART IV PROCEDURE FOR ACCEPTING THE OFFER ...... 19

PART V SETTLEMENT ...... 21

PART VI GENERAL INFORMATION ...... 23

APPENDIX I FINANCIAL INFORMATION ON DIMENSION DATA ...... 24

APPENDIX II CASH CONFIRMATION LETTER ...... 29

APPENDIX III SHARE PRICE MOVEMENTS OF ACCESSKENYA SHARES ...... 30

APPENDIX IV INSTRUCTIONS FOR COMPLETING THE FORM OF ACCEPTANCE ...... 32

iii

Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

GENERAL INFORMATION AND DIMENSION DATA’S ADVISERS

Offeror: Dimension Data Holdings plc Dimension Data House, Building 2, Waterfront Business Park Fleet Road, Fleet, Hampshire, GU51 3QT United Kingdom

Offeree: AccessKenya Group Limited 4th Floor Purshottam Place P.O. Box 43588 – 00100 Nairobi Kenya

Financial Adviser and Sponsoring Standard Investment Bank Limited Stockbroker ICEA Building, 16th Floor Kenyatta Avenue P.O. Box 13714-00800 Nairobi Kenya

Lead Financial Adviser: Pamoja Capital Limited 3rd Floor, Mayfair Centre, Ralph Bunche Road P.O. Box 51718 -00200 Nairobi Kenya

Legal Adviser: Coulson Harney Advocates Unit A, Nairobi Business Park, Ngong Road, P.O. Box 10643-00100 Nairobi Kenya

Public Relations: Hill & Knowlton Limited Riverside Green Offices, Baobab Suite Riverside Drive P.O. Box 32896 - 00100 Nairobi, Kenya

Page 1 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

TIMETABLE OF KEY EVENTS

Event Date

Record Date for purposes of the Offer 6th May 2013

Suspension of dealings in AccessKenya Shares 7th May 2013

Opening of the Offer [24th June] 2013

Posting of the Offer Document [24th June] 2013

Closing Date of the Offer [23rd July] 2013

Announcement of the results of the Offer including date of [2nd August] 2013 declaration as to whether the Offer has become unconditional as to acceptances

Despatch of payments to shareholders who have accepted within 14 days of the date on which the the Offer Offer becomes unconditional in all respects.

Latest date by which the Offer must become unconditional 31st December in all respects

These dates are subject to change by Dimension Data, which reserves the right to extend the period of the Offer (subject to obtaining the necessary regulatory consents). Any change in the timetable will be published in any two English language daily newspapers with national circulation in Kenya.

Page 2 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

DEFINITIONS The following definitions apply throughout this document and in the accompanying Form of Acceptance unless the context requires otherwise:

“Acceptance Condition“ acceptances of the Offer being received in respect of 75% plus 1 (one) in number of the Offer Shares by the Closing Date

“AccessKenya” AccessKenya Group Limited

“CCK” the Communications Commission of Kenya

“CDA” a central depository agent appointed by CDSC, being (a) any member of a securities exchange; or (b) a non-bank subsidiary of any bank or financial institution licensed under the Banking Act; or (c) any institutional investor; or (d) any body corporate of a type prescribed by the CMA

“CDS” the central depositary system operated at the NSE by the Central Depository and Settlement Corporation Limited

“CDS Account” the securities account in the name of a shareholder of AccessKenya at the CDS recording the number of Offer Shares held by such shareholder

“CDSC” the Central Depository and Settlement Corporation Limited, the Kenyan company licensed by the CMA that owns and manages the CDS

“CMA” the Capital Markets Authority

“CM Act” the Capital Markets Act (Cap 485A of the laws of Kenya)

“Companies Act” the Companies Act (Cap 486 of the laws of Kenya)

“Closing Date” 5.00 p.m. on [23rd July] 2013, being the last day for receipt of acceptances in respect of the Offer Shares, or such later time and/or date as may be notified by Dimension Data, subject to CMA approval

“Conditions” means the conditions subject to which the Offer is made, as set out in Part III of this Offer Document

“DDMEA” Dimension Data Middle East and Africa (Pty) Limited, a subsidiary of Dimension Data, which will acquire all the Offer Shares as nominee of Dimension Data

“Dimension Data” Dimension Data Holdings plc, incorporated in England & Wales

“Dimension Data Group” means Dimension Data and its subsidiaries and affiliates

“Directors” the persons named herein as directors of Dimension Data

Page 3 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

“De-Listing” the proposed de-listing of all of AccessKenya’s shares from the Main Investment Market Segment of the NSE

“De-Listing EGM” the extraordinary general meeting of AccessKenya to be heldin order to approve a resolution for the De-Listing (the notice for which is enclosed with this document)

“Form of Acceptance” the form of acceptance which accompanies this Offer Document

“KES” Kenya Shillings

“Long Stop Date” means 5.00 p.m. on 31st December 2013, unless such date is extended by Dimension Data and AccessKenya, with the approval of the CMA

“NSE” Nairobi Securities Exchange Limited

“NTT” Nippon Telegraph and Telephone Corporation, the ultimate parent company of Dimension Data

“Offer” the cash offer being made by Dimension Data to purchase 100% of the ordinary voting shares of AccessKenya from each AccessKenya shareholder as set out in this document including where the context so requires, any revision, variation, extension or renewal of such offer

“Offer Document” this document

“Offer Period” the period commencing 9.00 a.m. on [24th June] 2013 and ending on the Closing Date

“Offer Price” means the purchase price of KES 14 per ordinary share of AccessKenya

“Offer Shares” means the 218,038,493 ordinary shares of KES 1 each comprising 100% of the issued ordinary shares of AccessKenya, to which the Offer applies

“Standard Investment Bank” means Standard Investment Bank Limited the sponsoring stockbroker in relation or “Sponsoring Stockbroker” to the Offer

“Record Date” means close of trading on 6th May 2013

“Take-over Regulations” the Capital Markets (Take-overs and Mergers) Regulations, 2002

Page 4 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

PART I – SUMMARY OF THE OFFER

1. Introduction

On 6th May 2013, Dimension Data delivered a notice of intention (“Notice of Intention”) to acquire effective control of AccessKenya to the board of AccessKenya. A comprehensive press notice was issued in the national press on 7th May 2013, as required by regulation 3 of the Take-over Regulations.

On 7th May 2013 the CMA suspended dealings in AccessKenya’s shares on the NSE.

The purpose of this document is to set out the detailed terms and conditions of the Offer, to provide you with background information relating to the Offer and to supply you with the documentation required to accept the Offer.

2. The Offer

The Offer is made by Dimension Data for the acquisition of 100% of the issued ordinary shares of AccessKenya for KES 14 per Offer Share in cash. Once acquired, the AccessKenya shares will be held by DDMEA as Dimension Data’s nominee.

The Offer has been unanimously recommended for acceptance by the board of directors of AccessKenya.

Dimension Data has received irrevocable undertakings from Jonathan Somen, David Somen and Michael Lewis Somen to accept the Offer on the terms made. This means that a total of 30.28% of the Offer Shares have already been committed to Dimension Data by the existing key shareholders. The irrevocable undertakings are conditional on no higher offer being made by a competing offeror.

The Take-over Offer values the entire issued ordinary share capital of AccessKenya at KES 3.052 billion and represents a premium of:

 42% to the closing price of KES 9.85 per AccessKenya share on 3rd May 2013, being the last business day immediately prior to the submission of the Notice of Intention;

 55% to KES 9.04, being the 30-day volume weighted average price per AccessKenya Share up to 3rd May 2013, being the last business day immediately prior to the submission of the Notice of Intention;

 105% to KES 6.82, being the 90-day volume weighted average price per AccessKenya Share up to 3rd May 2013, being the last business day immediately prior to the submission of the Notice of Intention;

 155% to KES 5.50, being the 250-day volume weighted average price per AccessKenya Share up to 3rd May 2013, being the last business day immediately prior to the submission of the Notice of Intention.

APPENDIX III contains more information and analysis of the performance of the AccessKenya shares on the NSE.

AccessKenya shareholders will be entitled to receive from AccessKenya the final dividend of Kenya Shillings 0.30 per AccessKenya share in respect of the year ended 31st December 2012, as proposed by the AccessKenya Board of Directors on 12th March 2013.

AccessKenya shareholders are urged to consult their tax advisers regarding the tax consequences of accepting the Offer.

3. Justifications for the Offer

The proposed acquisition of AccessKenya will be beneficial to the Kenyan ICT sector in a number of ways, including:

Page 5 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22  The Offer for the acquisition of AccessKenya by Dimensino Data signifies a major vote of confidence in the country and its economy. This is a large investment of permanent capital and it further reinforces the attractiveness of Kenya as an investment destination for global multinationals.

 Dimension Data is a global leader in the provision and management of specialist IT infrastructure solutions. By employing global quality and service provision standards, Dimension Data will anticipate improving the competitiveness of the local industry and the performance and productivity of other businesses.

 Enterprises will procure a wider variety of ICT services including networking, converged communications, security, data centre solutions, cloud computing and contact centre technologies. Dimension Data will serve corporate entities across a range of sectors in the economy.

 AccessKenya currently has extensive network coverage. Following the take-over and in order to achieve its strategic objectives, Dimension Data expects to make significant investments in ICT infrastructure and networks, equipment, business operations and human capital.

 Dimension Data also plans to use its Kenyan business as the regional hub for its East African operations. This will further the East African Community aim of having solid regional business operations.

4. Confirmation of Financial Resources

Standard Investment Bank, Dimension Data’s sponsoring stockbroker and financial adviser has confirmed that Dimension Data has sufficient cash resources and facilities at its disposal to satisfy full acceptance of the Offer. A copy of the letter of confirmation is set out in APPENDIX II.

5. Legal basis and Conditions of the Offer

The Offer is made pursuant to Regulation 3 of the Take-over Regulations.

Neither Dimension Data nor any member of the Dimension Data Group is currently the registered holder of any shares in AccessKenya.

The Offer is subject to the Conditions and further terms contained in PART III of this Offer Document and the accompanying Form of Acceptance, which should be read carefully by each AccessKenya shareholder.

The Acceptance Condition will have been met if by the Closing Date Dimension Data, or its duly authorised agent, has received valid acceptances in respect of not less than 75%+1 in number of the Offer Shares. Assuming the Acceptance Condition is satisfied the Offer will remain subject to satisfaction of the remaining Conditions, to the extent they may not have been satisfied by the Closing Date.

Any waiver of the Conditions will be announced by Dimension Data in two English language daily newspapers with national circulation in Kenya.

6. The Offer Period

The Offer opens at 9.00 a.m. on [24th June] 2013 and will remain open for acceptance for a period of 30 days until 5.00 p.m. on [23rd July] 2013. Subject to obtaining the consent of the CMA, Dimension Data reserves the right to extend the Offer Period beyond such time and/or date, but in any case not later than the Long Stop Date. Any extension of the Offer Period will be announced by Dimension Data in two English language daily newspapers with national circulation in Kenya.

Page 6 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 7. Compulsory Acquisition

If the Offer is accepted by shareholders of AccessKenya amounting to not less than 90% (ninety per cent) of the issued ordinary shares of AccessKenya, Dimension Data shall apply the provisions of section 210 of the Companies Act to compulsorily acquire the remaining issued ordinary shares of AccessKenya. Any such acquisition will be made pursuant to the Offer at the Offer Price.

8. De-listing EGM

The notice for the De-Listing EGM is enclosed with this Offer Document. At the De-Listing EGM AccessKenya shareholders will be asked to pass a resolution for the De-Listing of AccessKenya from the NSE. If passed, this resolution will only become effective upon the Offer becoming unconditional in all respects.

Upon the Offer becoming unconditional in all respects an application will be made to the CMA and the NSE for the De-listing of AccessKenya.

You should note that once AccessKenya ceases to be listed on the NSE your shares will no longer be tradable on a public market and you will not be able to sell them easily. You will also become a minority shareholder in a privately owned company.

9. Lapse

If the Acceptance Condition is not satisfied by the Closing Date the Offer will lapse, unless it is extended by Dimension Data, with the approval of the CMA.

If all the Conditions are not satisfied by the Long Stop Date (or if capable of waiver, have not been waived by Dimension Data) the Offer will lapse unless it is extended on the same terms by Dimension Data, with the approval of the CMA.

If the Offer lapses all Forms of Acceptance will be null and void and Dimension Data or its agents will return all documents of title for the AccessKenya shares to the AccessKenya shareholders who had by the Closing Date submitted Forms of Acceptance.

In this situation the De-Listing resolution will be of no effect and any application for De-Listing that had been made before then will be withdrawn. AccessKenya will then be able to apply to the CMA for an order that the suspension of dealings in AccessKenya’s shares at the NSE will be lifted.

10. Regulatory approvals

This Offer Document has been approved by the CMA by a letter dated *●+ 2013.

A merger notification has been filed with the Kenya Competition Authority seeking approval for the take-over of AccessKenya by Dimension Data.

A notification has been filed with the Communications Commission of Kenya seeking a letter of no objection for the transfer of the Offer Shares pursuant to the Offer.

Approval has been given by the South African Reserve Bank for approval to proceed with the acquisition of the AccessKenya shares.

If any other regulatory approval is required this will be sought and obtained prior to the Offer becoming unconditional in all respects.

Page 7 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 11. Action to be taken

In order to accept the Offer in AccessKenya shareholders should complete the accompanying Form of Acceptance in accordance with the instructions set out in this document and return it, (where the shares are not immobilized, together with any share certificate(s) for the relevant AccessKenya shares () and/or other document(s) of title), to the shareholder’s stockbroker or investment bank by no later than[23rd July] 2013.

A list of NSE member firms (stockbrokers and investment banks) is provided in APPENDIX V.

If you are in doubt about what to do, you should consult the independent adviser appointed by the board of directors of AccessKenya or your stockbroker, investment bank or other professional investment adviser.

Page 8 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

PART II – INFORMATION ON DIMENSION DATA

1. Background

Headquartered in the United Kingdom, Dimension Data was founded in 1983 at the inception of networked communications with a simple vision – to do great things. Dimension Data is a specialist IT services and solution provider that helps clients plan, build, support and manage their IT infrastructures. Today Dimension Data is positioned at the forefront of networking and communications in 51 countries across five regions – Middle East & Africa, Europe, Asia Pacific, Australia and the Americas.

Dimension Data’s business lines include:

 Network integration solutions

Creating a secure and manageable infrastructure, across wired and wireless, between offices and between offices and communications carriers, data centres and cloud environments to deliver improved end-user performance

 Converged communications

Integration of traditional communication tools (telephony, email) with collaboration technologies (IM, conferencing) to provide new styles of business.

 Other business

Data centre solutions, Microsoft solutions, contact centres and security solutions.

2. Corporate Identity of Dimension Data: Name: Dimension Data Holdings plc (Company number 3704278)

Registered Office: Dimension Data House Building 2, Waterfront Business Park Fleet Road Hampshire GU51 3QT United Kingdom

3. Directors

The current directors of Dimension Data are:

Name Position Address Nationality

Jeremy Ord Executive Chairman Dimension Data, 2nd Floor, Wanderers South African Building, The Campus, 57 Sloane Street,

Bryanston, Johannesburg, 2021, South Africa

Brett Dawson Chief Executive Dimension Data, 2nd Floor, Wanderers South African Officer Building, The Campus, 57 Sloane Street,

Bryanston, Johannesburg, 2021, South Africa

Page 9 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

Name Position Address Nationality

Stephen Group Executive: Dimension Data, 2nd Floor, Wanderers South African Joubert Global Solutions Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg, 2021, South Africa

Patrick Director: Corporate Dimension Data, 2nd Floor, Wanderers British Quarmby Finance Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg, 2021, South Africa

David Sherriffs Chief Financial Dimension Data, 2nd Floor, Wanderers South African Officer Building, The Campus, 57 Sloane Street,

Bryanston, Johannesburg, 2021, South Africa

Tetsuro Group Executive: Dimension Data, 2 Fleet Place, Fleet Place Japanese Yamaguchi Joint Business House, London, EC4M 7RT, United Kingdom Development

John Newbury Independent non- Marc Group, River View Office Park, Janadel South African executive director Avenue, Halfway Gardens, Midrand, 1686,

Johannesburg, South Africa

Tsunehisa Non-executive Nippon Telegraph and Telephone Japanese Okuno director Corporation, 3-1 Otemachi 2- chrome, Chiyoday-ku, Tokyo 100-816, Japan

Toshiaki Non-executive Nippon Telegraph and Telephone Japanese Sakurai director Corporation, 3-1 Otemachi 2- chrome, Chiyoday-ku, Tokyo 100-816, Japan

Rory Scott Independent non- Pringle, 10 Charles Crescent, Eastgate, British executive director Extension 4, Sandton, 2196, Johannesburg, South Africa

4. Interest in AccessKenya Neither Dimension Data nor any member of the Dimension Data Group holds any shares in AccessKenya.

None of the directors of Dimension Data holds any shares in AccessKenya.

There are no existing ordinary voting shares of AccessKenya that have been acquired, held or controlled directly or indirectly by Dimension Data or any company in the Dimension Data Group and neither Dimension Data nor any company in the Dimension Data Group has received an option to acquire any voting shares of AccessKenya.

Page 10 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 Neither Dimension Data, its directors, nor any company in the Dimension Data Group has dealt in any of the issued AccessKenya shares during the period commencing six (6) months prior to the beginning of the Offer Period and ending with the latest practicable date prior to the date of this Offer Document.

5. Ownership Structure In October 2010, Nippon Telegraph and Telephone Corporation, a global telecommunications service provider, acquired 100% of the issued share capital of Dimension Data. As a result, Dimension Data is a wholly-owned subsidiary of NTT.

NTT is a Japanese telecommunications company headquartered in Tokyo, Japan. NTT is listed on the Tokyo, Osaka, Nagoya, Fukuoka, Sapporo and New York stock exchanges.

6. Financial Information A summary of Dimension Data’s financial information is provided in APPENDIX I below.

Page 11 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

PART III – CONDITIONS OF THE OFFER AND OTHER DISCLOSURES

1. Nature of the Offer

The Offer is a cash offer for the acquisition of 100% of the issued ordinary voting shares of AccessKenya.

2. Acquiring entity

The Offer is made by Dimension Data to each AccessKenya shareholder.

Dimension Data has directed that all AccessKenya shares acquired under the Offer shall be transferred to and registered in the name of DDMEA as its nominee.

3. Conditions Precedent

The Offer will be subject to fulfilment (or waiver at the discretion of Dimension Data subject to obtaining the necessary regulatory consents) where appropriate of the following conditions:

a) the recommendation of the board of directors of AccessKenya to the shareholders of AccessKenya to accept the Offer;

b) Dimension Data receiving acceptances on or prior to the Closing Date of the Take-over Offer from shareholders holding seventy-five per cent plus one share (75% + 1 share) of the ordinary voting shares of AccessKenya;

c) approval of the Offer by the Competition Authority of Kenya, pursuant to the Competition Act (Chapter 504 of the Laws of Kenya);

d) receipt of ‘no objection’ from the CCK for the transfer of AccessKenya’s shares to Dimension Data pursuant to the Kenya Information and Communications Act (Chapter 411A of the Laws of Kenya);

e) to the extent required for the implementation of the Offer, the approval of any other relevant regulatory authorities;

f) to the extent that any of the above approvals or exemptions have conditions attached to them, such conditions being acceptable to Dimension Data;

g) certain terms of the standstill agreement signed between Dimension Data and AccessKenya not having been breached;

h) the Take-over Offer being declared unconditional in all respects by no later than 31st December 2013 or such later date as may be agreed between Dimension Data and the AccessKenya with the approval of the CMA; and

i) approval of a shareholder resolution by AccessKenya’s shareholders to the De-listing of AccessKenya from the NSE.

For the avoidance of doubt, conditions (c), (d) and (e) shall not be capable of waiver by Dimension Data.

4. Further terms of the Offer

(a) Acceptances AccessKenya shareholders may only accept the Offer in respect of their entire holding of AccessKenya shares. No AccessKenya shareholder shall be entitled to accept the Offer in respect of less than his entire holding of AccessKenya shares.

Page 12 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (b) Acceptance period The Offer will be open for acceptance until 5.00 p.m. on [23rd July] 2013. Dimension Data reserves the right, subject to obtaining the necessary regulatory consents, to extend the Offer Period beyond such time and/or date. Any such extension will be notified to AccessKenya shareholders through a notice in any two English language daily newspapers with national circulation in Kenya.

(c) Revision Dimension Data reserves the right to vary the terms and conditions of the Offer provided such variation is made at least five days before the Offer becomes unconditional in all respects. Dimension Data shall send a revised Offer Document to AccessKenya, the CMA and the NSE within 24 hours of its decision to vary the Offer, and shall publish a press announcement in any two English language daily newspapers with national circulation in Kenya.

Any revised offer made to AccessKenya shareholders will be deemed to have been accepted by any AccessKenya shareholder who has already accepted the Offer in its original or any previously revised form(s) provided the revised offer is no less than the Offer Price.

(d) Announcements As soon as practicable following the day on which the Offer is due to become unconditional in all respects or is revised or extended, AccessKenya will make an appropriate announcement in any two English language daily newspapers with national circulation in Kenya.

(e) No rights of withdrawal Upon submission of the Form of Acceptance the Offer shall be irrevocable and any AccessKenya shareholder who has accepted the Offer by the submitting a duly completed Form of Acceptance shall be deemed to have accepted any revised offer made available to AccessKenya shareholders, in accordance with paragraph 4(c) above, provided such revised offer is no less than the Offer Price.

(f) Non-resident AccessKenya shareholders

This Offer Document does not intend to and does not constitute or form part of any offer to sell or to subscribe for or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, purchase issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer is for securities of a company organised under the laws of Kenya and is subject to the procedure and disclosure requirements of Kenyan law. Since this document has been prepared in accordance with Kenyan law and the Take-over Regulations, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of any other jurisdiction.

The making of the Offer to AccessKenya shareholders who are citizens, residents or nationals of jurisdictions outside Kenya or to any custodian or nominee of, or trustee for, any such person may be affected by the laws of the relevant foreign jurisdiction. Each such person should inform himself of and observe any applicable legal requirements in relation to the Offer.

Page 13 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (g) Rights to the shares

In all respects, the ordinary shares of AccessKenya will be acquired free from all liens, charges, encumbrances and other interests and together with all rights now and hereafter attaching thereto, including the right to receive all dividends and other distributions hereafter declared, made or paid.

(h) Form of Acceptance

Each AccessKenya shareholder by whom, or on whose behalf, a Form of Acceptance is executed irrevocably undertakes, authorises, represents, warrants and agrees to and with Dimension Data (so as to bind it/him/her and its/his/her successors and assigns) that:

(i) it/he/she is irrevocably and unconditionally entitled to transfer the legal and beneficial ownership of the Offer Shares comprised in the acceptance of the Offer;

(ii) the Offer Shares are sold free from all liens, charges, encumbrances, equities and other interests and together with all rights now or subsequently attaching to them;

(iii) it, he/she, has fully complied with the laws of any relevant jurisdiction in connection with the Offer;

(iv) the execution of the Form of Acceptance shall constitute a valid acceptance of the Offer in respect of the number of Offer Shares inserted, or deemed inserted, in Box 1 of the Form of Acceptance, in each case on and subject to the terms and conditions set out or referred to in this document;

(v) the execution of the Form of Acceptance shall constitute an undertaking to execute all or any documents and/or give any such further assurance as may be required to enable Dimension Data to obtain the full benefit of the terms of this document and/or to perfect any of the authorities expressed to be given hereunder;

(vi) the execution of the Form of Acceptance constitutes, subject to the Offer becoming or being declared unconditional in all respects in accordance with its terms, the irrevocable authority and instruction to CDSC to transfer it/his/her AccessKenya shares from it/his/her CDS Account to DDMEA’s CDS Account or to the order or instructions of Dimension Data;

(vii) the execution of the Form of Acceptance constitutes, subject to the Offer becoming or being declared unconditional in all respects in accordance with its terms, the irrevocable appointment of any Dimension Data director (or other individual(s) appointed in writing by any Dimension Data director) as such shareholder’s attorney and agent, and an irrevocable instruction and authority to the attorney to:

(aa) complete and execute all or any form(s) of transfer and/or other document(s) (including deeds or any document required to be signed, sealed and delivered) as may be necessary or desirable in the attorney’s discretion in relation to the Offer Shares referred to in paragraph (h)(i)above in favour of DDMEA on behalf of Dimension Data;

(bb) deliver any such form(s) of transfer and/or other document(s) together with the certificate(s) and/or other document(s) of title relating to the Offer Shares in the attorney’s discretion for registration within 30 days following the Offer becoming unconditional in all respects; and

(cc) execute all such other documents and do all such other acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and to vest in DDMEA on behalf of Dimension Data such Offer Shares.

Page 14 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (i) Compulsory acquisition and De-Listing of AccessKenya

If the Offer is accepted by shareholders of AccessKenya amounting to not less than 90% (ninety per cent) of the ordinary shares of AccessKenya, Dimension Data shall apply the provisions of section 210 of the Companies Act to compulsorily acquire the remaining issued shares of AccessKenya.

If the Offer becomes or is declared unconditional in all respects, AccessKenya will be delisted from the NSE. At the De-Listing EGM AccessKenya shareholders will be asked to pass a resolution for the De-Listing of AccessKenya from the NSE. If passed, this resolution will only become effective upon the Offer becoming unconditional in all respects.

AccessKenya’s shareholders who do not wish to accept the Offer and whose shares are not acquired in the circumstances provided in section 210 of the Companies Act (Cap 486) will, in such an event, remain minority shareholders in an unlisted company, thereby limiting the liquidity in the trading of their shares.

(j) Dividends AccessKenya shareholders will be entitled to receive from AccessKenya a final dividend of KES 0.30 per AccessKenya share in respect of the year ended 31stDecember 2012 as announced by the Board of AccessKenya on 12th March 2013.

(k) General (i) The Offer will be open for acceptance from 9.00 a.m. on [24th June] 2013.

(ii) The Offer will remain open for acceptance for a period of 30 days until 5.00 p.m. on [23rd July] 2013. Subject to obtaining the consent of the CMA, Dimension Data reserves the right to extend the Offer Period beyond such time and/or date. Any extension of the Offer Period will be announced by Dimension Data in two English language daily newspapers with national circulation in Kenya.

(iii) Without prejudice to any other provision of this PART III, Dimension Data reserves the right to treat acceptances of the Offer as valid if not entirely in order or not accompanied by the relevant share certificate(s) and/or other relevant document(s) of title where the AccessKenya shares are not immobilised. In that event, no payment of cash will be made under the Offer until the relevant share certificate(s) and/or other document(s) of title or and indemnity in the form approved by Dimension Data have been received.

(iv) Each AccessKenya shareholder shall be responsible for all communications, notices, certificates, documents of title and other documents and remittances to be delivered by or to, or sent to or from, him/her or it or his/hers or its designated agent.

(v) Any omission to despatch this document to, or any failure to receive it by, any person to whom the Offer is made, or should be made, shall not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person. The Offer extends to any AccessKenya shareholder to whom this document may not have been despatched.

(vi) The instructions, authorities, terms and provisions contained in or deemed to be incorporated in the rest of this document and the accompanying Form of Acceptance constitute part of the terms of the Offer.

(vii) All references in this document to [23rd July] 2013 (the Closing Date) shall (except where the context otherwise requires), if the Offer Period is extended, be deemed to refer to the expiry date of the Offer Period as so extended.

Page 15 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (viii) The Offer, all acceptances of it, and all contracts arising from or pursuant to any of them and all action made or taken or deemed to have been made or taken under any term of the Offer shall be governed by and construed in accordance with Kenyan law.

5. Disclosures

(a) Financing arrangements It is estimated that acceptance of the Offer by all AccessKenya shareholders would require the payment by Dimension Data of approximately KES 3.1 billion in cash. The cash consideration required to implement the Offer will be provided out of the funds available to and generated by Dimension Data.

Standard Investment Bank Limited, Dimension Data’s financial adviser and sponsoring stockbroker has confirmed that it is satisfied that sufficient resources are available to Dimension Data to satisfy the maximum amount of cash payable under the Offer. A copy of the comfort letter from Standard Investment Bank Limited, confirming the existence of adequate funds to pay the maximum amount of cash payable under the Offer is set out in APPENDIX II.

(b) Existing Shares There are no existing ordinary voting shares of AccessKenya that have been acquired, held or controlled directly or indirectly by Dimension Data or any company in the Dimension Data Group, and neither Dimension Data nor any company in the Dimension Data Group has received an option to acquire any voting shares of AccessKenya.

Neither Dimension Data, its directors, or any company in the Dimension Data Group has dealt in any of the issued AccessKenya shares during the period commencing six (6) months prior to the beginning of the Offer Period and ending with the latest practicable date prior to the date of this Offer Document.

(c) Arrangements and Understandings (i) Dimension Data has entered into irrevocable undertakings from holders of voting shares of AccessKenya to accept the Offer in respect of personal shareholdings in AccessKenya as set out in the table below.

Name and address of the person giving the Number of shares of Percentage of total issued irrevocable undertaking to Dimension Data AccessKenya covered by the share capital of irrevocable undertaking AccessKenya

Jonathan Somen 37,000,553 16.97%

P.O. Box 43588 – 00100 Nairobi, Kenya

David Somen 15,924,405 7.30%

P.O. Box 43588 – 00100 Nairobi, Kenya

Michael Lewis Somen 13,125,087 6.01%

P.O. Box 326 – 00606, Sarit Centre, Nairobi, Kenya

Total 66,050,445 30.28%

The terms of the irrevocable undertakings are:

Page 16 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22  to accept the Offer unconditionally before the Closing Dateand not to withdraw their acceptance of the Offer;

 not to transfer or otherwise encumber their AccessKenya shares (except under the Offer);

 not to requisition any meeting of the shareholders of AccessKenya without the consent of Dimension Data; and

 to vote in favour of the De-Listing at any meeting of the shareholders of AccessKenya that is convened for such purpose pursuant to the Offer.

The irrevocable undertakings are made subject to:

 the Offer being on the same or better terms to those contained in the Notice of Intention; and

 the shareholders of AccessKenya not having received a higher offer from a third party before the Closing Date. In the event that such a higher offer is received by a third party the irrevocable undertaking shall automatically terminate.

(ii) Dimension Data has entered into the following agreements in respect of the Offer:

(I) 20% Citizenship Shareholding Compliance: In the event that Dimension Data does not obtain an exemption (which has been applied for) from the Cabinet Secretary, Ministry of Information Communication and Technology to the requirement for 20% Kenyan citizen ownership of licensed telecommunications services providers pursuant to Legal Notice 10335/2008 (Information and Communications Technology Sector Policy Guidelines) Jonathan Somen has entered into an agreement with Dimension Data pursuant to which he will purchase and hold 20% of the shares of AccessKenya; and

(II) Standstill: Dimension Data has entered into a standstill agreement with AccessKenya where it has committed to carry on the business in its ordinary course and not to undertake any actions which may have the impact of negatively affecting the value of the Company for the duration of the Take-over Offer. In addition in the event that a higher competing take-over offer is made to acquire AccessKenya and such offer becomes or is declared unconditional AccessKenya will be obliged to pay Dimension Data a break fee of USD 2,500,000; and

(III) Variation of the service agreements between AccessKenya and David Somen and Jonathan Somen: Under these agreements, David Somen and Jonathan Somen have agreed to continue working under their current service contracts for a minimum period of 1 and 2 years respectively.

(d) Miscellaneous (i) No payment or other benefit is proposed to be made or to be given to any director of AccessKenya or of any other company related to it as consideration, or in connection with, their retirement from office by Dimension Data or any company or any person associated or acting in concert with it.

(ii) Within the knowledge of Dimension Data, there has been no material change in the financial position of AccessKenya since 31st December 2012, the date of the last balance sheet which was presented at AccessKenya’s last annual general meeting.

(iii) Except as disclosed in part 5(c)(ii)(I) above Dimension Data intends to acquire all of AccessKenya’s shares and has no present intention of disposing of them and intends to continue carrying on the business of

Page 17 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 AccessKenya which will be operated as a trading subsidiary carrying on the Kenyan operations of the Dimension Data Group.

(iv) Except as in part 5(c)(ii)(I) above, there is no agreement or arrangement by which any of AccessKenya’s shares acquired by Dimension Data in pursuance of the Offer will or may be transferred to any other person, save where required by the laws of Kenya.

(v) Except for its intention to merge the existing business of Dimension Data’s subsidiary Internet Solutions Kenya Limited into AccessKenya, Dimension Data has no plans to introduce major changes in the business of AccessKenya arising directly from the Offer, it has no plans to liquidate AccessKenya, sell its assets, re- deploy its assets or otherwise effect major changes to AccessKenya’s operations. However, the future development of Dimension Data Group’s business in Kenya will be determined by the executive management. The board of directors of AccessKenya will be constituted in a manner consistent with the operation of AccessKenya as a wholly-owned subsidiary of Dimension Data. No significant changes to management and employees of AccessKenya are expected to be made as a direct result of the Offer.

(vi) Subject to any requirements that may be imposed by the CCK or the Ministry of Information and Communications, no voting shares acquired in pursuance of the Offer will be transferred within a foreseeable period from the date of this Offer Document to any other person.

Page 18 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

PART IV – PROCEDURE FOR ACCEPTING THE OFFER

1. Completing the Form of Acceptance

To accept the Offer you must complete the accompanying Form of Acceptance in accordance with the instructions set out in APPENDIX IV.

AccessKenya shareholders may only accept the Offer in respect of their entire holding of AccessKenya shares. No AccessKenya shareholder shall be entitled to accept the Offer and in respect of less than their entire holding of AccessKenya shares.

2. Returning your completed Form of Acceptance

A properly completed and duly executed Form of Acceptance, (together with the share certificate(s) for your AccessKenya shares and/or other document(s) of title where the shares are not immobilised at the CDS), should be returned to your stockbroker or investment bank. Forms of Acceptance should be returned as soon as possible but in any event so as to be received no later than 5.00 p.m. on [23rd July] 2013.

The method of delivery of the Forms of Acceptance, together with the relevant share certificate(s) and/or other document(s) of title, is at the election and responsibility of each accepting AccessKenya shareholder. If delivery is by mail, accepting AccessKenya shareholders are advised to use registered mail. In all cases, sufficient time must be allowed to ensure delivery to your stockbroker or investment bank by 5.00 p.m. on [23rd July] 2013.

If your shares are not immobilised at the CDS and your share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, you should contact Comp-rite Kenya Limited. Comp-rite Kenya Limited will prepare a letter of indemnity which you may collect from its offices, provided you present suitable identification (i.e. an identity card, passport or other type of formal identification). This letter of indemnity should then be completed in accordance with the instructions printed thereon and lodged, together with a properly completed and duly executed Form of Acceptance, with your stockbroker or investment bank as soon as possible but in any event so as to be received no later than 5.00 p.m. [23rd July] 2013.

3. Validity of acceptances

Dimension Data shall treat any purported acceptance by an AccessKenya shareholder of the Offer in respect of less than that shareholder’s entire holding of AccessKenya shares as an acceptance of the Offer in respect of that shareholder’s entire holding of AccessKenya shares. Dimension Data reserves the right to treat as valid, in whole or in part, any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title where the shares are not immobilised under the CDS. In that event, no payment of cash under the will be made until after the relevant share certificate(s) and/or other document(s) of title or an indemnity satisfactory to Dimension Data have been received.

Page 19 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 4. Non-resident AccessKenya shareholders

If you receive a copy of this document and/or the accompanying Form of Acceptance in an jurisdiction other than Kenya, you may not treat it as constituting an invitation or offer to you, nor should you in any event use such Form of Acceptance, unless, in the relevant jurisdiction, the Offer could lawfully be made to, and accepted by, you. It is your responsibility if you are outside Kenya and/or subject to the laws of any other jurisdiction and if you receive a copy of this document and/or the accompanying Form of Acceptance and wish to accept the Offer, to satisfy yourself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any government or other consents and compliance with other necessary formalities, and to pay any transfer or other taxes or duties required to be paid in such jurisdiction in respect of the Offer.

Page 20 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

PART V – SETTLEMENT

1. Processing

Upon submitting the offer to the stockbroker or investment bank, the AccessKenya shareholder’s stockbroker or investment bank shall verify that the forms have been duly completed.

Dimension Data will appoint a processing agent who shall:

a) receive all Forms of Acceptances from the stockbrokers or investment banks and secure their safe custody;

b) verify that all the details in the Form of Acceptance are duly filled in;

c) return any rejected Forms of Acceptance that have not been duly filled in within 48 hours to the sponsoring stockbroker or investment bank;

d) prepare the final reconciled acceptance list showing shareholders who have accepted the Offer and amounts payable against each;

e) prepare a global acceptance report to be submitted to CMA for approval to publish the result;

f) upon final acceptance ensure that all accepted shares are registered in the name of DDMEA at with the CDSC.

2. Settlement

Subject to the Offer becoming or being declared unconditional in all respects, settlement of the Offer Price to which any AccessKenya shareholder is entitled under the Offer will be effected, in the case of acceptances received, complete in all respects, by the date on which the Offer becomes unconditional in all respects, within 14 days of such date.

The settlement of the Offer Price shall be effected through a paying bank to be appointed by Dimension Data. The paying bank shall procure that payments are processed in accordance with this Offer Document and the Form of Acceptance. The paying bank shall organise the payment of the accepted shares by electronic funds transfer or by banker’s cheque.

Any settlement of the Offer Price to which any AccessKenya shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regard to lien, right of set off, counter claim or other analogous rights to which the Dimension Data may otherwise be or claim to be entitled as against the shareholder.

All valid acceptances by AccessKenya shareholders of the Offer will be settled by the despatch of banker’s cheques for the net proceeds by post (unless the relevant AccessKenya shareholder elects otherwise on the Application Form). Where the net proceeds payable to an AccessKenya shareholder exceed KES 1,000,000 the payment will be effected by Electronic Funds Transfer (EFT) to the bank account as detailed on the Application Form, or in default to the CDS Agent of the AccessKenya shareholder concerned.

If the Offer does not become or is not declared unconditional in all respects, the share certificate(s) and/or other document(s) of title in respect of AccessKenya shareholders that have accepted the Offer will be returned by post within 21 days of the Offer lapsing to the person or agent whose name and address is set out in Box 1 on the accompanying Form of Acceptance or, if none is set out, to the first-named holder at his or her registered address.

Page 21 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 3. General

AccessKenya shareholders are responsible for the safe delivery of all documents sent by or to them in connection with the Offer. To avoid the risk of any bankers’ cheques issued in their favour being lost, AccessKenya shareholders may elect for those cheques or to be retained by their stockbroker or investment bank for collection by them. Those AccessKenya shareholders who make such an election will need to present suitable identification (i.e. a national identity card, passport or other type of formal identification) to their stockbroker or investment bank in order to collect any retained banker’s cheque. Any individual appointed by an AccessKenya shareholder to collect a cheque retained their stockbroker or investment bank will need to present a duly executed authority note or power of attorney. However, all bankers’ cheques retained by Comp-rite Kenya Limited or their stockbroker or investment bank will only be retained for one month and will thereafter be sent by post to the relevant AccessKenya shareholder(s).

Page 22 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

PART VI – GENERAL INFORMATION

1. General

Standard Investment Bank has given and not withdrawn its consent to the issue of this Offer Document with the inclusion herein of its letter and name and the reference thereto, in the form and context in which they appear respectively.

2. Documents available for inspection

Copies of the following documents will be available for inspection, free of charge, at the registered office of AccessKenya at 4th Floor Purshottam Place, Waiyaki Way, Nairobi, Kenya during normal business hours on any weekday (public holidays excepted), until the Closing Date:

(a) the letters from the CMA containing the regulatory approvals referred to in paragraph 10 of PART I of this document;

(b) the standstill agreement dated 6th May 2013;

(c) the agreement dated 6th May 2013 referred to in 5(c)(I) above between Jonathan Somen and Dimension Data pursuant to which Jonathan Somen may purchase and hold 20% of the shares of AccessKenya.

Page 23 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 APPENDIX I – FINANCIAL INFORMATION ON DIMENSION DATA

Dimension Data prepares its financial statements to 30th September each year in accordance with International Financial Reporting Standards (IFRS). These financial statements have been subject to audit and have received unqualified audit reports from Dimension Data’s auditors - KPMG. The sections below set out extracts from Dimension Data’s audited financial statements for the two financial periods to 30th September 2011 and 30th September 2012 as well as Kenya Shilling denominated accounts for 2012.

(a) Consolidated profit and loss account for the period ended 30th September

2011 2012 2012

USD'000 USD'000 KES ,000

Revenue 5,791,549 5,842,558 505,731,821

Cost of Sale (4,528,555) (4,574,809) (395,995,467)

Gross profit 1,262,994 1,267,749 109,736,353

Other operating income 22,970 20,356 1,762,015

Operating overheads (1,077,424) (1,097,936) (95,037,340)

Operating profit 208,540 190,169 16,461,029

Profit before tax 201,948 163,225 14,128,756

Tax (39,930) (45,774) (3,962,197)

Group profit 162,018 117,451 10,166,559

Total Comprehensive Income 101,717 100,902 8,734,077

The 2012 profit and loss account was converted into KES using the average exchange rate for the 12 month period to September 30 2012 of $1/86.56 (source: Central Bank of Kenya website). This is purely for illustrative purposes.

Page 24 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (b) Consolidated balance sheet as at 30th September

2011 2012 2012

USD'000 USD'000 KES‘000

TOTAL ASSETS

Non-current assets 1,122,636 1,262,390 107,656,619

Current assets 2,163,462 2,243,158 191,296,514

Total assets 3,286,098 3,505,548 298,953,133

CAPITAL EMPLOYED

Share capital 17,691 17,691 1,508,688

Share premium 370,826 370,828 31,624,212

Total other reserves 125,228 67,977 5,797,079

Retained earnings 395,702 469,230 40,015,934

Minority interest 56,486 27,854 2,375,389

Total equity 965,933 953,580 81,321,302

Non-current liabilities 368,403 416,292 35,501,382

Current liabilities 1,951,762 2,135,676 182,130,449

Total liabilities 2,320,165 2,551,968 217,632,831

Total equity and liabilities 3,286,098 3,505,548 298,953,133

The consolidated Balance Sheet as at 30 September 2012 was converted into KES using the spot exchange rate ruling on that date of $1/85.28. This is purely for illustrative purposes.

Page 25 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (c) Statement of changes in equity

Share Share Total other Retained Minority Total equity capital premium reserves earnings interest

USD'000 USD'000 USD'000 USD'000 USD'000 USD'000

1-Oct-2010 17,228 340,963 277,104 326,794 65,921 1,028,010

Profit for the year - - - 157,844 4,174 162,018

Other comprehensive loss - - (53,985) - (6,316) (60,301) for the year

Total comprehensive - - (53,985) 157,844 (2,142) 101,717 income for the year

Transactions with owners 463 29,863 (97,891) (88,936) (7,293) (163,794)

30-Sep-2011 17,691 370,826 125,228 395,702 56,486 965,933

Profit for the year - - - 125,758 (8,307) 117,451

Other comprehensive loss - - (16,642) - 93 (16,549) for the year

Total comprehensive - - (16,642) 125,758 (8,214) 100,902 income for the year

Share-based payment - - 147 - - 147 reserve movements

Dividends paid - - - (34,174) (513) (34,687)

Transfer between reserves - - 18,056 (18,056) - -

Changes in holdings of - - (58,812) - (19,905) (78,717) subsidiaries

30-Sep-2012 17,691 370,826 67,977 469,230 27,854 953,578

Page 26 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

Share Share Total other Retained Minority Total equity capital premium reserves earnings interest

KES ’000 KES ’000 KES ’000 KES ’000 KES ’000 KES ’000

1-Oct-2010 1,469,203 29,077,325 23,631,429 27,868,992 5,621,743 87,668,693

Profit for the year - - - 13,460,936 355,959 13,816,895

Other comprehensive loss - - (4,603,841) - (538,628) (5,142,469) for the year

Total comprehensive - - (4,603,841) 13,460,936 (182,670) 8,674,426 income for the year

Transactions with owners 39,485 2,546,717, (8,348,144) (7,584,462) (621,947) (13,968,352)

30-Sep-2011 1,508,688 31,624,041 10,679,444 33,745,467 4,817,126 82,374,766

Profit for the year - - - 10,724,642 (708,421) 10,016,221

Other comprehensive loss - - (1,419,230) - 7,931 (1,411,299) for the year

Total comprehensive - - (1,419,230) 10,724,642 (700,490) 8,604,923 income for the year

Share-based payment - - 12,356 - - 12,356 reserve movements

Dividends paid - - - (2,914,359) (43,749) (2,958,107)

Transfer between reserves - - 1,539,816 (1,539,816) - -

Changes in holdings of - - (5,015,487) - (1,697,498) (6,712,986) subsidiaries

30-Sep-2012 1,508,688 31,624,041 5,797,079 40,015,934 2,375,389 81,321,132

The consolidated Statement of Changes in Equity was converted into KES on 30 September 2012 using the spot exchange rate ruling on that date of $1/85.28. This ispurely for illustrative purposes.

Page 27 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (d) Consolidated cash flow statement

2011 2012 2012

USD'001 USD'000 KES ’000

Net cash from operating activities 132,208 58,935 5,101,412

Net cash used in investing activities (335,822) (193,560) (16,754,554)

Net cash generated by financing activities 95,947 12,508 1,082,693

Net increase/(decrease) (107,667) (122,117) (10,570,448)

At start of year 610,728 486,580 42,118,365

Exchange differences (16,481) (7,524) (651,277)

At end of year 486,580 356,939 30,896,640

The 2012 consolidated cash flow statement is converted into Kenya Shillings using the average exchange rate for the 12 month period to September 30 2012 of $1/86.56 (source: Central Bank of Kenya website). This is purely for illustrative purposes.

Page 28 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 APPENDIX II – CASH CONFIRMATION LETTER

[Standard Investment Bank’s Letterhead+

Date:

The Capital Markets Authority Embankment Plaza, 3rd Floor Longonot Road, off Kilimanjaro Avenue Upper Hill P.O. Box 74800 - 00200 Nairobi Kenya

Dear Sirs

Take-over Offer (“Offer”) by Dimension Data Holdingsplc (“Dimension Data”) to acquire all of the issued ordinary voting shares of AccessKenya Group Limited (“AccessKenya”)

We, as the financial advisers and sponsoring stockbroker of Dimension Data, are issuing this letter in accordance with regulation 22(1) of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (the “Take-over Regulations).

We have been provided with a letter with respect to the banking facilities maintained by Dimension Data with The Standard Bank of South Africa Limited for the purpose of supporting the funding requirements of the Offer. Additionally, we have reviewed the terms of the Offer in particular the cash offer price of KES 14 per share.

We confirm that sufficient resources are available to Dimension Data to satisfy the maximum amount of cash payable under the Offer. We confirm that the Offer will not fail due to insufficient financial capability of Dimension Data and that every AccessKenya shareholder who wishes to accept the Offer will be paid in full.

Yours faithfully

*Official’s details+ Standard Investment Bank Limited

Cc: Dimension Data

Page 29 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 APPENDIX III – SHARE PRICE MOVEMENTS OF ACCESSKENYA SHARES

(a) Figure 1: AccessKenya share price movement v’s Offer Price

Share price movement

(b) Figure 1: Volume Traded

Page 30 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 (c) Offer price premium

Price Metric AccessKenya Dimension Data Offer Price Share Price (KES) Offer Price (KES) Premium

1. Record Date price 9.85 14 42%

2. Opening price (2 January 4.4 14 218% 2013)

3. 2013 YTD High 10.5 14 33%

4. 2013 YTD Low 4.4 14 218%

5. 200 day average 5.59 14 150%

6. 52-week average 5.42 14 158%

7. 30-day volume weighted 9.04 14 55% average price

8. 90-day volume weighted 6.82 14 105% average price

9. 250-day volume weighted 5.50 14 155% average price

Page 31 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 APPENDIX IV – INSTRUCTIONS FOR COMPLETING THE FORM OF ACCEPTANCE

Please use CAPITAL LETTERS and return the completed Form of Acceptance (and the relevant share certificate(s) and/or other document(s) of title where the shares are not immobilised) to your stockbroker or investment bank and, in any event, so as to be received no later than 5.00 p.m. on [23rd July] 2013:

Photocopies of the Form of Acceptance will not be accepted.

The Form of Acceptance should not contain any material alterations.

A. HOW TO COMPLETE THE FORM OF ACCEPTANCE

FULL NAME(S) AND ADDRESSE(S) 1 Box 1 of the Form of Acceptance contains your name, address, CDS Account number and the number of shares you hold in AccessKenya as at the Record Date. Please confirm if the information in Box 1 is complete and accurate. If the Information is not accurate, please contact Comp-rite Kenya Limited or your stockbroker or investment bank immediately.

DETAILS OF SHAREHOLDING

2 Box 2 contains the details of your shareholding.

If you hold your shares in immobilised form, confirm that the information in Box 2A as to your shareholding and CDS Account number is accurate. If the information is not accurate, please contact Comp-rite Kenya Limited or your stockbroker or investment bank immediately.

If you hold shares in certificated form, enter the details of your total shareholding, share certificate and share account numbers in box 2B. Also enclose with the Form of acceptance, the original copies of your share certificates.

ACCEPTANCE IN FULL

3 By executing the Form of Acceptance, you will be agreeing to the terms of the Offer as set out in this Offer Document and summarised in Box 2.

By executing the Form of Acceptance, you will be issuing an instruction to the CDSC to transfer your shares from your CDS Account to DD MEA’s CDS Account.

Dimension Data shall treat any purported acceptance by an AccessKenya shareholder of the Offer in respect of less than that shareholder’s entire holding of AccessKenya shares as an acceptance of the Offer in respect of that shareholder’s entire holding of AccessKenya shares.

AMOUNT PAYABLE

4 Confirm that the amount indicated as payable to you is accurate. If there is an error in the calculation of the amount payable, please contact Comp-rite Kenya Limited or your stockbroker or investment bank immediately.

Page 32 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 PAYMENT DETAILS

You can elect to receive the settlement of the Offer Price by cheque which will be mailed to you at the address you give in Box 1.

Where the net proceeds payable to you exceed KES 1,000,000 the payment will be effected by Electronic Funds Transfer (EFT) and you are required to give details of your bank account as detailed in Box 3 of the Form of Acceptance. If you do not provide details, the funds will be remitted to your CDS Agent.

SIGNATURE(S)

5 You must sign Box 4A or 4B (as applicable) regardless of which other Box(es) you complete and, in the case of joint holders, arrange for all other joint holders to do likewise.

If this Form of Acceptance is signed under a power of attorney, the executed power of attorney (or a certified copy) must be lodged together with this Form of Acceptance. Please refer to Note 6 below.

5A If you are an individual, you must sign Box 4A. In case of a joint holding, arrange for all other joint holders to do likewise.

If you are a company or a corporation or a society or any other organisation, you must execute Box 4B. A 5B company or other body corporate may either execute under seal, the seal being affixed and witnessed in accordance with its articles of association or other regulations. A body corporate incorporated outside Kenya should execute this Form of Acceptance in accordance with the laws of the territory in which the body corporate is incorporated.

If your shares are not immobilized (i.e. you do not have a CDS Account) please remember to enclose your share certificate(s) and/or other document(s) of title (if available) when returning this Form of Acceptance.

B. FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THE FORM OF ACCEPTANCE 1. Declining the Offer YOU DO NOT NEED TO TAKE ANY ACTION IF YOU DO NOT WISH TO ACCEPT THE OFFER.

However, you should note the following:

(a) upon the Offer becoming unconditional in all respects AccessKenya will be de-listed from the NSE;

(b) once AccessKenya ceases to be listed on the NSE your shares will no longer be tradable on a public market. You will also become a minority shareholder in a privately owned company; and

(c) if the Offer is accepted by shareholders of AccessKenya amounting to not less than 90% (ninety per cent) of the ordinary shares of AccessKenya, Dimension Data shall apply the provisions of section 210 of the Companies Act to compulsorily acquire the remaining issued shares of AccessKenya.

2. Completing the Form of Acceptance If you are in any doubt as to how to complete this Form of Acceptance, please contact the Sponsoring Stockbroker, Standard Investment Bank your stockbroker or investment bank or Comp-rite Kenya Limited.

Page 33 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

3. If a registered AccessKenya Shareholder is away from home (e.g. abroad or on holiday) Send the Form of Acceptance and the Offer Document by the quickest means (e.g. by courier or air mail) to the AccessKenya Shareholder for execution, or if he or she has executed a power of attorney, have this Form of Acceptance signed by the attorney, in accordance with Note 6 below.

4. If the sole registered AccessKenya Shareholder is deceased If probate or letters of administration has/have been registered with AccessKenya’s registrars, Comp-rite Kenya Limited the Form of Acceptance must be signed by the personal representative(s) of the deceased and returned to your stockbroker or investment bank.

If probate or letters of administration has/have not been registered with AccessKenya or AccessKenya’s registrars, Comp-rite Kenya Limited, the personal representative(s) (or prospective personal representative(s)) should sign the Form of Acceptance and forward it to your stockbroker or investment bank together with a certified true copy of the death certificate (or a notarised copy), the relevant certified true copies of probate or letters of administration and evidence of the authority to sign of the personal representative(s).

5. If one of the registered AccessKenya Shareholder in a joint account is deceased The surviving registered AccessKenya Shareholder(s) should complete this Form of Acceptance and return it to your stockbroker or investment bank accompanied by a certified true copy of the death certificate (or a notarised copy), and the relevant certified true copy of the probate or letters of administration (or a notarised copy) of the deceased AccessKenya Shareholder.

6. If the Form of Acceptance is signed under a power of attorney The completed Form of Acceptance should be returned to your stockbroker or investment bank accompanied by a certified true copy of the power of attorney (or a notarised copy).

7. If your AccessKenya Shares are in certificated form and the certificate(s) are held by your stockbroker, bank or other agent If the share certificate(s), and/or other document(s) of title is/are readily obtainable, deliver this completed Form of Acceptance to your stockbroker, or investment bank no later than 5.00 p.m. on [23 July] 2013, accompanied by the share certificate(s), or other document(s) of title.

If the share certificate(s), and/or other document(s) of title is/are not readily obtainable, send the completed Form Acceptance to your stockbroker or investment bank with a note stating, for example, “share certificate(s) to follow” and arrange for the share certificate(s), and/or other document(s) of title to be forwarded to your stockbroker or investment bank as soon as possible thereafter.

It is helpful for your Stockbroker, bank or other agent to be informed of the full terms of the Offer.

8. If your share certificate(s), and/or other document(s) of title have been lost If your shares are not immobilised at the CDS and your share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, you should contact Comp-rite Kenya Limited or your stockbroker or investment bank. Comp-rite Kenya Limited or your stockbroker or investment bank will prepare a letter of indemnity which you may collect from their offices, provided you present suitable identification (i.e. an identity card, passport or other type of formal identification). This letter of indemnity should then be completed in accordance with the instructions printed thereon and lodged, together with a properly completed and duly executed Form of Acceptance, with your stockbroker at either of the addresses stated above as soon as possible but in any event so as to be received no later than 5.00 p.m. [23 July] 2013.

Page 34 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

9. If your full name or other particulars differ from those appearing on your share certificate(s) and/or other document(s) of title (a) For example, name on the certificate: Jumna Mapesi

correct name: Juma Mapesa

Complete this Form of Acceptance with the correct name and return to your stockbroker or investment bank, accompanied by a letter from your stockbroker, investment bank or lawyer confirming that the person described on the certificate(s) and the person who signed this Form of Acceptance is one and the same.

(b) Incorrect address on the certificate(s): please contact Comp-rite Kenya Limited or your stockbroker or investment bank immediately.

(c) Change of name: If you have changed your name, lodge with the Comp-rite Kenya Limited or your stockbroker or investment bank a certified true copy of your marriage certificate or the deed poll with this Form of Acceptance.

10. If you are not resident in or if you are subject to the laws of a jurisdiction other than the Kenya The attention of AccessKenya shareholders not resident in the Kenya or subject to the laws of a jurisdiction other than the Kenya (and custodians, nominees or trustees thereof) is drawn to PART III paragraph 4(f) and PART IV paragraph 4 of the Offer Document.

11. Validity of acceptance of the Offer Without prejudice to the provisions of the Offer Document, subject to the provisions of the Regulations, AccessKenya reserves the right to treat as valid in whole or in part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title.

Page 35 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

APPENDIX V LIST OF NSE MEMBER FIRMS

Dyer & Blair Investment Bank Ltd Francis Drummond & Company Genghis Capital Ltd Pension Towers, 10th floor Limited Prudential Building, 5th Floor, P.O. Box 45396 00100, Nairobi Hughes Building, 2nd floor, Nairobi P.O Box 1670-00100, Nairobi Tel: 3240000/2227803/4/5 P.O. Box 45465 00100 Tel: 2337535/36 Fax: 2218633 Tel: 318690/318689 8008561,2373984/968/969 Email: [email protected] Fax: 2223061 Fax: 246334 Url: www.dyerandblair.com Email: [email protected] Email: [email protected] Url: www.drummond.co.ke

Suntra Investment Bank Ltd Old Mutual Securities Ltd CFC Stanbic Financial Services Nation Centre,7th Floor IPS Building, 6th Floor CFC Stanbic House P.O. Box 74016-00200, Nairobi P. O. Box 50338- 00200, Nairobi P.O. Box 47198 – 00100, Nairobi Tel: 2870000/247530/2223330/ Tel: 2241350/4/79 Tel: 3638900 2211846/0724- 257024, 0733-222216 Fax: 2241392 Fax: 3752950 Fax: 2224327 Email: [email protected] Email: [email protected] Email: [email protected] Url: www.reliablesecurities.co.ke Url: www.csfs.co.ke Url: www.suntra.co.ke

Kingdom Securities Ltd Afrika Investment Bank Ltd ABC Capital Ltd Co-operative Bank House,5th Floor Finance House, 9th Floor IPS Building, 5th floor P.O Box 48231 00100, Nairobi P.O. Box 11019-00100, Nairobi P.O. Box 34137-00100, Nairobi Tel: 3276000 Tel: 2210178/2212989 Tel: 2246036/2245971 Fax: 3276156 Fax: 2210500 Fax: 2245971 Email: [email protected] Email:[email protected] Email: [email protected] Url: www.afrikainvestmentbank.com

Sterling Capital Ltd ApexAfrica Capital Ltd Faida Investment Bank Ltd Barclays Plaza, 5th Floor Rehani House, 4th Floor Crawford Business Park, Ground P.O. Box 45080- 00100, Nairobi P.O. Box 43676- 00100, Nairobi Floor, State House Road, Nairobi Tel: 2213914/244077/ Tel: 242170/2220517 P. O. Box 45236-00100 0723153219/0734219146 Fax: 2215554 Tel: +254-20-7606026-35 Fax: 2218261 Email: [email protected] Fax: 2243814 Email: [email protected] Url: www.apexafrica.com Email: [email protected] Url: www.sterlingstocks.com Url: www.fib.co.ke

Page 36 of 37 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22

NIC Securities Limited Standard Investment Bank Ltd Kestrel Capital (EA) Limited Ground Floor, NIC House, Masaba ICEA Building, 16th floor ICEA Building, 5th floor Road P. O. Box 13714- 00800, Nairobi P.O. Box 40005-00100, Nairobi P.O. Box 63046 – 00200, Nairobi Tel: 2228963/2228967/2228969 Tel: Tel: 2888 444 / 0711 041 444 Fax: 240297 251758/2251893,2251815,2250082 Fax: 2888 544 Email: [email protected] Fax: 2243264 Email: [email protected] Email: [email protected] Url: www.kestrelcapital.com

African Alliance Kenya Investment Renaissance Capital (Kenya) Ltd Bank Ltd Purshottam Place, 6th Floor 1st Floor, Trans-national Plaza Westlands, Chiromo Road P.O. Box 27639 – 00506, Nairobi P.O Box 40560-00100, Nairobi Tel: 2762000/2762557/0733333140 Tel: 3682000/3754422 Fax: 2731162 Fax: 3632339 Email:[email protected] Email: [email protected] Url: www.africanalliance.com Url: www.rencap.com

Page 37 of 37