ENX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/029771/06)
JSE share code: ENX ISIN: ZAE000222253
(“enX” or “the Company”)


POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING


1.    Posting of circular

      Shareholders are referred to the firm intention announcement published on SENS on 12 December 2023 regarding
      the Company’s proposed divestment of Eqstra Investment Holdings Proprietary Limited, the holding company of
      enX’s fleet management business, to Nedbank Group Limited, the financial services group listed on the Main
      Board of the JSE Limited (the “transaction”).

      enX has, on Friday, 9 February 2024, distributed a circular to its shareholders relating to the transaction (the
      “circular”). Unless otherwise defined, terms defined in the circular bear the same meaning in this announcement.
      Copies of the circular are available on the Company’s website at www.enxgroup.co.za/circulars_/.

2.    Notice of general meeting

      A general meeting of enX shareholders will be held at 11:00 on Wednesday, 3 April 2024 or 5 minutes after the
      conclusion of the enX AGM to be held prior to the general meeting, whichever is the later, at 9th Floor, Katherine
      Towers, 1 Park Lane, Wierda Valley, Sandton, 2196, as well as virtually via a remote interactive electronic
      platform, Microsoft Teams, for the purpose of considering and, if deemed fit, passing, with or without
      modification, the resolutions required to be approved by shareholders in order to authorise and implement the
      transaction in terms of section 112 (read with section 115) of the Companies Act and section 9 of the JSE Listings
      Requirements. The notice of general meeting is attached to and forms part of the circular.

3.    Opinion and recommendation of the independent board

      The independent board of enX, comprising Khati Mokhobo, Nomahlubi Simamane and Kgosie Matthews,
      appointed Valeo Capital to provide the independent board with its opinion as to whether the terms of the
      transaction are fair and reasonable to shareholders, in accordance with the requirements of the Companies Act
      and the Takeover Regulations.

      The independent expert is of the opinion that the terms and conditions of the transaction are fair and reasonable
      to shareholders. Valeo Capital’s fair and reasonable opinion is set out in Annexure 1 of the circular.

      The independent board has concluded that the terms of the transaction are fair and reasonable to shareholders.
      The independent board recommends that enX shareholders vote in favour of the resolutions to be proposed at the
      general meeting.

4.    Recommendation of the board

      The board has considered the transaction as a whole and believes that the transaction is in the best interests of
      enX shareholders. Accordingly, the board recommends that shareholders vote in favour of the resolutions to be
      proposed at the general meeting.

5.    Salient dates and times

      Set out below are the salient dates and times assuming the successful implementation of the transaction:

                                                                                                                 2024
       Record date to receive the circular and notice of general meeting                          Friday, 2 February

       Circular and notice of general meeting issued                                              Friday, 9 February
 Announcement relating to the issue of the circular and notice of general                                         Friday, 9 February
 meeting released on SENS

 Announcement relating to the issue of the circular and notice of general                                     Monday, 12 February
 meeting published in the press

 Last day to trade in order to be eligible to participate in and vote at the general                             Monday, 18 March
 meeting

 Voting record date                                                                                                Friday, 22 March

 Last day to lodge forms of proxy for the general meeting with the transfer                                     Thursday, 28 March
 secretaries, by 11:00 (forms of proxy not lodged with the transfer secretaries
 in time may be handed to the chairperson of the general meeting immediately
 before the commencement thereof)

 Last date and time for enX shareholders to give notice of their objections to                                  Wednesday, 3 April
 the transaction resolution in terms of section 164(3) of the Companies Act by
 no later than 10:00 on

 General meeting held at 11:00 or 5 minutes after the conclusion of the AGM,                                    Wednesday, 3 April
 whichever is the later

 Results of the general meeting released on SENS                                                                Wednesday, 3 April

 Results of the general meeting published in the press                                                             Thursday, 4 April

 Last date for shareholders who voted against the transaction to require enX                                   Wednesday, 10 April
 to seek court approval for the transaction in terms of section 115(3)(a) of the
 Companies Act, if at least 15% of the total votes of shareholders at the general
 meeting were exercised against the transaction

 Last date on which enX shareholders can make application to the court in                                      Wednesday, 17 April
 terms of section 115(3)(b) of the Companies Act on

 Last date for enX to give notice of adoption of the special resolution                                        Wednesday, 17 April
 approving the transaction to enX shareholders who objected to such special
 resolution in terms of section 164(3) of the Companies Act on

 In respect of the transaction, if no enX shareholders exercise their rights in terms of section 115(3)(a) or
 section 115(3)(b) of the Companies Act:

 Date that all conditions precedent are expected to be fulfilled (see note 10                                         Friday, 14 June
 below)

 Announcement in respect of the transaction becoming unconditional                                                 Tuesday, 18 June
 expected to be released on SENS on (see note 10 below)

 Announcement in respect of the transaction becoming unconditional                                             Wednesday, 19 June
 expected to be published in the press on (see note 10 below)

 Expected implementation date of the transaction (see note 10 below)                                                  Friday, 28 June


Notes:
1.     All times given in this announcement are local times in South Africa and may be changed by enX (subject to the approval of the
       TRP and JSE, if required). Any changes will be released on SENS and published in the press.
2.     enX shareholders are referred to page 5 of the circular for information on the action required to be taken by them.
3.     enX shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement
       of trades takes place three business days after such trades. Therefore, enX shareholders who acquire enX shares after close of trade
       on Monday, 18 March 2024 will not be eligible to vote at the general meeting.
      4.       No dematerialisation and rematerialisation of enX shares may take place between Tuesday, 19 March 2024 and Friday, 22 March
               2024, both days inclusive.
      5.       A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the general meeting at any time prior
               to the commencement of the general meeting or prior to voting on any resolution to be proposed at the general meeting.
      6.       If the general meeting is adjourned or postponed, a form of proxy submitted for the initial general meeting will remain valid in
               respect of any adjournment or postponement of the general meeting, unless it is withdrawn.
      7.       If the general meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with the
               transfer secretaries by no later than two business days before the adjourned or postponed general meeting but may nonetheless be
               handed to the chairperson of the adjourned or postponed general meeting at any time prior to the commencement of the adjourned
               or postponed general meeting or prior to voting on any resolution to be proposed at the adjourned or postponed general meeting.
      8.       If the transaction is not approved by such number of enX shareholders at the general meeting so that an enX shareholder may
               require enX to obtain court approval of the transaction as contemplated in section 115(3)(a) of the Companies Act, and if an enX
               shareholder in fact delivers such a request, the dates and times set out above will require amendment. enX shareholders will be
               notified separately of the applicable dates and times under this process.
      9.       If any enX shareholder who votes against the transaction exercises its rights in terms of section 115(3)(b) of the Companies Act
               and applies to court for a review of the transaction, the dates and times set out above will require amendment. enX shareholders
               will be notified separately of the applicable dates and times under this process.
      10.      Shareholders should note that these dates are indicative only. Shareholders will be advised of any changes to these dates by way
               of a SENS announcement and press publication.

6.    Responsibility statements

      The board and independent board collectively and individually accept responsibility for the information contained
      in this announcement and certify that, to the best of their knowledge and belief, the information contained in this
      announcement is true and this announcement does not omit anything that is likely to affect the import of such
      information.

9 February 2024


Transaction sponsor

Java Capital

Legal advisor



Independent expert