CASHBUILD LIMITED
(Registration number: 1986/001503/06)
(Incorporated in the Republic of South Africa)
JSE share code: CSB ISIN: ZAE000028320
("Cashbuild" or the "Company")

PROPOSED ODD-LOT OFFER AND DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
IN RELATION THERETO, AS WELL AS THE SPECIFIC REPURCHASE OF CASHBUILD ORDINARY SHARES

1. Introduction and rationale

    As at 27 January 2023, there were a total of 2 477 ordinary shareholders (“Odd-lot Holders”) on the share
    register that held less than 100 Cashbuild ordinary shares with a par value of 1 cent each (“Cashbuild
    Shares”), comprising 57.59% of the total number of ordinary shareholders (“Cashbuild Shareholders”) in the
    Company. Conversely, the total number of Cashbuild Shares held by the Odd-lot Holders comprise 40 493
    (“Odd-lot Holdings”) representing only 0.16% of the total issued Cashbuild Shares. Therefore, more than half
    of the administrative time and costs associated with the Cashbuild Shareholder base is incurred with respect
    to Cashbuild Shareholders that hold less than 1% of the total Shares in issue. The Cashbuild board of directors
    (the “Board”) has proposed the implementation of the Odd-lot Offer to facilitate the reduction in Cashbuild
    Shareholders in an equitable manner.

    In order to (i) provide Odd-lot Holders with an opportunity to realise the value of their investment without
    suffering dealing charges which might otherwise make it impractical to sell their holding, and to provide liquidity
    for those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election and; (ii) from
    the Company’s perspective, to reduce the costs and complexity of managing a large shareholder base,
    Cashbuild has decided to proceed with the implementation of the Odd-lot Offer to repurchase the Cashbuild
    Shares from the Odd-lot Holders at a 5% premium to the 30-day volume weighted average price (“VWAP”) of
    a Cashbuild Share at the close of business on Friday, 17 March 2023.

    An odd-lot offer is a ‘standard’ corporate action undertaken by JSE-listed companies and is permitted by the
    Company’s memorandum of incorporation (“MoI”).

2. Key terms of the Odd-lot Offer

    Following receipt of the necessary Cashbuild Shareholder approval, the Odd-lot Offer will open and Odd-lot
    Holders must decide to either:
    • sell their Odd-lot Holding to Cashbuild at the Offer Price; or
    • retain their Odd-lot Holding.

    Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the Offer
    Price. Those Odd-lot Holders who do not make an election by 12:00 (SA time) on Friday, 31 March 2023
    will automatically be regarded as having accepted the Odd-lot Offer and chosen to dispose of their
    Odd-lot Holdings.

3. Circular and notice of general meeting

    Cashbuild Shareholders are referred to the announcement released by the Company on SENS on
    15 December 2022, advising them that Cashbuild had concluded an agreement with Mr Patrick Kieran
    Goldrick in terms of which Cashbuild will repurchase 1 000 000 Cashbuild Shares (“Repurchase Shares”) for
    an aggregate cash consideration of R194 321 000 (the “Specific Repurchase”), subject to the passing of the
    necessary shareholder resolutions by no later than 6 March 2023.
    For Cashbuild to implement the Specific Repurchase and the Odd-lot Offer, the Board is seeking approval
    from Cashbuild Shareholders, and is therefore convening a general meeting of Cashbuild Shareholders
    (“General Meeting”), to be held virtually through electronic communication, at 10:00 on Monday, 6 March
    2023. A circular (“Circular”), containing details of the Specific Repurchase and the Odd-lot Offer, together
    with a notice of General Meeting (“Notice of General Meeting”), will be distributed to Cashbuild Shareholders
    on Monday, 6 February 2023.

4. Salient dates and times

                                                                                                        2023
 Record date to be entitled to receive the Circular and Notice of General                 Friday, 27 January
 Meeting
 Odd-lot Offer (declaration announcement) and issue of Circular announced on            Monday, 6 February
 SENS
 Circular and the Notice of General Meeting distributed to Cashbuild                    Monday, 6 February
 Shareholders
 Last day to trade to be entitled to vote and participate at the General Meeting      Tuesday, 21 February
 Record date to be entitled to vote and participate at the General Meeting              Friday, 24 February
 For administrative reasons, last day to lodge forms of proxy for the General               Friday, 3 March
 Meeting by no later than 10:00
 General Meeting to be held at 10:00                                                     Monday, 6 March
 Results of the General Meeting published on SENS                                        Monday, 6 March
 If the Resolution relating to the Odd-lot Offer is passed, Odd-lot Offer opens at     Wednesday, 8 March
 09:00
 Specific Repurchase effected on or about                                             Wednesday, 22 March
 Delisting and cancellation of Repurchase Shares                                      Wednesday, 22 March
 Finalisation announcement (including the Odd-lot Offer Price) in respect of            Monday, 20 March
 Odd-lot Offer by 11:00
 Last day to trade to participate in the Odd-lot Offer                                  Tuesday, 28 March
 Shares commence trading ex Odd-lot Offer                                             Wednesday, 29 March
 Forms of Election and Surrender (blue) to be received by the Transfer                    Friday, 31 March
 Secretaries by 12:00
 Odd-lot Offer closes at 12:00                                                             Friday, 31 March
 Record date for the Odd-lot Offer                                                         Friday, 31 March
 Payment of Odd-lot Offer Consideration to Certificated Odd-lot Holders who                 Monday, 3 April
 have accepted the Odd-lot Offer or who have made no election
 Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or who                   Monday, 3 April
 have made no election will have their accounts at their CSDP or broker credited
 with the Odd-lot Consideration
 Results of Odd-lot Offer released on SENS                                                   Monday, 3 April
 Delisting and cancellation of Cashbuild Shares repurchased in terms of the                  Monday, 3 April
 Odd-lot Offer on or about

Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment
   will be released on SENS.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will
   remain valid in respect of any adjournment or postponement of the General Meeting, unless the contrary is
   stated on such form of proxy.
4. Shareholders are reminded that Cashbuild Shares can only be traded in dematerialised form.
5. The Register will be closed between the last day to trade to be entitled to vote and participate at the General
   Meeting and the General Meeting record date.
6. Shareholders are requested to deposit forms of proxy at the office of the Transfer Secretaries, JSE Investor
   Services (Pty) Ltd, Fifth Floor, One Exchange Square, Gwen Lane, Sandown, 2196 or by post to PO Box
   4844, Johannesburg, 2000 (at own risk), or via email to proxy@tmsmeetings.co.za, by no later than 10:00 on
   Friday, 3 March 2023, for administrative purposes. Any forms of proxy not delivered by this time may be
   forwarded to the Transfer Secretaries at any time prior to the commencement of voting on any resolutions
   proposed at the General Meeting.
7. Odd-lot Offer:
    7.1     Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their
            election by the cut off time stipulated by their CSDP or broker. This will be before the closing date of
            the Odd-lot Offer.
    7.2     In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-lot
            Consideration, payment will be made on or about Monday, 3 April 2023 by electronic funds transfer
            into the bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the Form
            of Election and Surrender (blue).
    7.3     Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided
            in the Common Monetary Area, whose registered address is outside the Common Monetary Area
            and whose Documents of Title have been restrictively endorsed under the Exchange Control
            Regulations, and who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, are referred
            to paragraph 3.10 of the Circular regarding processing and payment of the Odd-lot Consideration.
    7.4     Those Odd-lot Holders who do not make an election or do not return their Form of Election
            and Surrender (blue) timeously to the Transfer Secretaries will automatically be deemed to
            have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-
            lot Holdings to Cashbuild at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
    7.5     Shareholders may not dematerialise or rematerialise their Cashbuild Shares between the last day to
            trade to participate in the Odd-lot Offer and the record date for the Odd-lot Offer.

5. Tax considerations

    The Board has specifically resolved that the Odd-lot Offer will be distributed as a return of capital and will
    result in a reduction of ‘contributed tax capital’ as defined in section 1 of the South African Income Tax Act, 58
    of 1962, as amended. The Cash Consideration will therefore not be regarded as a dividend for South African
    income tax purposes. Cashbuild Shareholders are advised to consult their own tax and/or other professional
    advisors regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.

6 February 2023

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Legal Advisor
Webber Wentzel (in alliance with Linklaters)