AFRIMAT LIMITED
 Incorporated in the Republic of South Africa
 (Registration number: 2006/022534/06)
 Share code: AFT
 ISIN: ZAE000086302
 (“Afrimat” or “the Company”)




ACQUISITION OF LAFARGE SOUTH AFRICA



1.   INTRODUCTION

     Shareholders are referred to the cautionary announcement released on SENS on 1 June
     2023 and are advised that on 19 June 2023, the Company entered into a share purchase
     agreement (“Share Purchase Agreement”) with a Holcim Group subsidiary, Caricement
     B.V. (“Seller”), in terms of which the Company will acquire 100% of the issued share
     capital of Lafarge South Africa Holdings Proprietary Limited (“LSA”) held by the Seller
     and, as a consequence, all of LSA's subsidiaries (LSA and its subsidiaries, collectively
     the “LSA Group”), for a purchase consideration as set out in paragraph 4 below
     (“Acquisition”).

2.   THE BUSINESS OF LAFARGE

     As part of the Holcim Group, the LSA Group is a leading provider of construction materials
     in South Africa, offering a wide range of products to the construction industry, including
     aggregates, concrete, cement and fly-ash that meet the industry's need for products with
     reliable quality and high performance.

3.   RATIONALE FOR THE ACQUISITION

     The construction materials division of Afrimat and its subsidiaries ("the Afrimat Group")
     supplies a wide variety of aggregates and concrete-based products to the market, and the
     Afrimat Group, in response to customer demand, continues to focus on market and
     product development within this segment. In addition, a key focus of the Afrimat Group is
     its operational efficiency initiatives, which are aimed at expanding volumes, reducing
     costs and developing the required skill levels across all staffing categories. Consequently,
     the Acquisition is in line with the Afrimat Group’s strategy to expand the current national
     footprint and products and to drive efficiencies within the construction materials segment.

4.   CONSIDERATION

     The Acquisition has been structured as a locked box transaction with effect from
     31 December 2022 and the purchase consideration payable in respect of the Acquisition
     is an amount of $6 million less any amounts categorised as leakage under the Share
     Purchase Agreement (“Sale Price”). The Sale Price is payable in cash on the Closing
     Date.

     In addition to the Sale Price, the Company has agreed to repay or procure the repayment
     of the loan amounts owing by LSA to the Seller, equating to R900 million (“Seller Group
     Loan”). The Company will, on the Closing Date, pay the Seller an amount of R500 million
     of the Seller Group Loan in cash, leaving an outstanding balance of R400 million
     (“Outstanding Seller Group Loan”). The Outstanding Seller Group Loan will be interest
     free and will be repaid by no later than twelve months after the Closing Date. The Seller
     Group Loan will, on the Closing Date, be converted into Euro.

5.   EFFECTIVE DATE OF THE ACQUISITION

     The effective date of the Acquisition will be the closing date, which date shall be the 10th
     business day after all the conditions precedent, as set out below, have been fulfilled
     (“Closing Date”).

6.   CONDITIONS PRECEDENT

     The Acquisition is subject to the fulfilment or waiver of the following conditions precedent
     (“Conditions Precedent”) by no later than the Closing Date:

      -    the requisite Competition Authorities approve the implementation of the Acquisition,
           as provided for in the Share Purchase Agreement;

      -    the Minister of Mineral Resources and Energy of South Africa approves the
           Acquisition in terms of section 11 of the Mineral and Petroleum Resources
           Development Act No. 28 of 2002, as provided for in the Share Purchase Agreement;
           and

      -    the Financial Surveillance Department of the South African Reserve Bank approves
           the Acquisition in terms of the Exchange Control Regulations, as provided for in the
           Share Purchase Agreement.

7.   SIGNIFICANT TERMS OF THE AGREEMENT

     The Share Purchase Agreement contains limited representations and warranties by the
     parties in favour of each other.

8.   FINANCIAL INFORMATION

     In terms of the latest unaudited consolidated management accounts of LSA Group (based
     on the audited financial statements of the underlying entities for the financial year ended
     31 December 2022), the net asset value amounted to R1,4 billion (2021: R2,3 billion),
     while the attributable profit before interest, taxation, depreciation and amortisation
     amounted to R38 million (2021: R311 million) for the year ended 31 December 2022.

9.   CLASSIFICATION OF THE ACQUISITION

     The Acquisition constitutes a category 2 transaction in terms of the JSE Limited Listings
     Requirements.

10. OTHER

     For purposes of paragraph 9.16 of the JSE Limited Listings Requirements, the Company
     shall ensure that after the Closing Date nothing in the constitutional documents of LSA
     will, in any way, frustrate or relieve the Company from its compliance with the JSE Limited
     Listings Requirements.


Cape Town
20 June 2023
Sponsor and corporate
advisor
Valeo Capital (Pty) Limited