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Results of general meeting - proposed specific repurchase and odd-lot offer

Published: 2023-03-06 14:40:30 ET
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CASHBUILD LIMITED
(Registration number: 1986/001503/06)
(Incorporated in the Republic of South Africa)
JSE share code: CSB ISIN: ZAE000028320
("Cashbuild" or the "Company")

RESULTS OF GENERAL MEETING - PROPOSED SPECIFIC REPURCHASE AND ODD-LOT OFFER

1. Results of General Meeting

    Unless otherwise defined, the definitions and interpretations contained in the circular issued by Cashbuild on
    Monday, 6 February 2023 (“Circular”) apply, mutatis mutandis, to terms used in this announcement.

    On Monday, 6 February 2023, Cashbuild distributed the Circular to Cashbuild Shareholders relating to the
    proposed implementation of the Specific Repurchase of 1 000 000 Shares from Mr PK Goldrick, and the Odd-
    lot Offer which will result in the repurchase by the Company of the Odd-lot Holdings from the Odd-lot Holders
    at the Odd-lot Offer Price, being a 5% premium to the 30-day volume weighted average price of a Cashbuild
    Share at the close of business on Friday, 17 March 2023.

    At the General Meeting of Cashbuild Shareholders that was held today, Monday, 6 March 2023, all resolutions
    were passed by the requisite majority of Cashbuild Shareholders and the voting results were as follows:

            Resolution               Number of         As a           As a        For3       Against3   Abstained¹
                                     Cashbuild      percentage   percentage of
                                    Shares voted        of       total voteable
                                                    Cashbuild      Cashbuild
                                                     Shares in     Shares in
                                                      issue¹         issue2
        Special Resolution
        Number 1:
            Specific Repurchase
            of Shares from PK
            Goldrick                   20 756 187      83,06%        86,68%       94,18%       5,82%       0,00%
        Special Resolution
        Number 2:
            Specific authority to
            repurchase    shares
            from Odd-lot Holders       20 756 187      83,06%        83,68%       99,83%       0,17%       0,00%


    Notes:
    1. Based on 24 989 811 Cashbuild Shares in issue at the date of the General Meeting.
    2. Based on 23 946 146 Cashbuild Shares in issue, net of the Cashbuild Shares held by Mr PK Goldrick, at
       the date of the General Meeting.
    3. In relation to the total number of Cashbuild Shares voted at the General Meeting.

2. Salient dates and times

    Cashbuild Shareholders are reminded of the following salient dates and times in relation to the Specific
    Repurchase and the Odd-lot Offer:

                                                                                                         2023
      Odd-lot Offer opens at 09:00                                                         Wednesday, 8 March
      Finalisation announcement (including the Odd-lot Offer Price) in respect              Monday, 20 March
      of Odd-lot Offer by 11:00
      Specific Repurchase effected on or about                                           Wednesday, 22 March
      Delisting and cancellation of Repurchase Shares                                    Wednesday, 22 March
                                                                                                      2023
     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                  Monday, 3 April
     who have accepted the Odd-lot Offer or who have made no election
     Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or                   Monday, 3 April
     who 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                  Monday, 3 April
     the 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. Shareholders are reminded that Cashbuild Shares can only be traded in dematerialised form.
   4. Odd-lot Offer:
      4.1 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.
      4.2 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).
      4.3 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.
      4.4 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.
      4.5 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.

6 March 2023

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