ARB HOLDINGS LIMITED                               MASIMONG ELECTRICAL HOLDINGS
   Incorporated in the Republic of South Africa                     PROPRIETARY LIMITED
    (Registration number: 1986/002975/06)                  Incorporated in the Republic of South Africa
   Share code: ARH ISIN: ZAE000109435                         (Registration number 2021/985213/07)
          (“ARB” or “the Company”)                                        (“the Offeror”)


        MASIMONG OFFER: FINALISATION ANNOUNCEMENT AND UPDATED TIMETABLE



1. Introduction
   1.1. ARB Shareholders are referred to the various announcements released on SENS relating to the firm
        intention offer by the Offeror, to acquire the entire issued share capital of ARB, other than the
        Excluded Shares, by way of a scheme of arrangement, and the subsequent Delisting of the
        Company (“Masimong Offer”) for a Scheme Consideration of R8.00 per Scheme Share, the last of
        which was released on SENS on Tuesday, 26 April 2022.
   1.2. Unless expressly defined in this announcement, capitalised terms herein have the meaning given to
        them in the joint Circular distributed to ARB Shareholders on Wednesday, 23 March 2022 (“Joint
        Circular”).


2. Fulfilment of Scheme Conditions
   2.1. ARB Shareholders are hereby advised that all Scheme Conditions, as set out in paragraph 4.3 of
        the Joint Circular have now been fulfilled, including the receipt of the compliance certificate in terms
        of section 119(4)(b) of the Companies Act from the Takeover Panel.


   2.2. Accordingly, as the Scheme is now unconditional, the Transaction timetable has been accelerated,
        as set out below, such that ARB will be delisted from the Main Board of the JSE with effect from the
        commencement of trade on Tuesday, 7 June 2022.


3. Updated Dates and Times

                                                                                                                   2022

Scheme Finalisation Date announcement released on SENS on                                               Friday, 13 May

Scheme Finalisation Date announcement published in the South African press on                         Monday, 16 May

Scheme LDT (17:00) on                                                                                Tuesday, 31 May

Trading in ARB Shares on the JSE suspended from commencement of trade on                          Wednesday, 1 June

Scheme Consideration Record Date to be recorded in the Register in order to receive the
Scheme Consideration on                                                                                 Friday, 3 June
  Scheme Implementation Date expected to be on                                                         Monday, 6 June

  Scheme Consideration payment to Dematerialised Shareholders on                                       Monday, 6 June

  Scheme Consideration payment to Certificated Shareholders to take place within 5
  Business Days of (assuming surrender of Documents of Title and duly completed Form of
  Surrender and Transfer(green)) on                                                                    Monday, 6 June

  Termination of listing of ARB Shares on the JSE at commencement of trade on                         Tuesday, 7 June

  Notes:
  1.    No dematerialisation or rematerialisation of ARB Shares may take place from the commencement of
        business on the business day following the Scheme LDT. The Scheme LDT is on Tuesday, 31 May
        2022.
  2.    All times referred to in this announcement are references to South African Standard Time.
  4. Responsibility Statements
       4.1. The Independent Board, collectively and individually, accepts responsibility for the information
           contained in this announcement to the extent that it relates to ARB. To the best of their knowledge
           and belief, such information contained in this announcement is true and nothing has been omitted
           which is likely to affect the importance of such information.


       4.2. The board of directors of the Offeror accepts responsibility for the information contained in this
           announcement to the extent that it relates to the Offeror. To the best of their knowledge and belief,
           such information contained in this announcement is true and nothing has been omitted which is likely
           to affect the importance of such information.


Durban
13 May 2022

Corporate Advisor and Transaction Sponsor to ARB
Merchantec Capital

Legal Advisor to ARB
Webber Wentzel

Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr

Joint Corporate Finance Advisors to the Offeror
Rand Merchant Bank (a division of FirstRand Bank Limited) and Apex Partners