Transpaco Limited
(Incorporated in the Republic of South Africa)
(Registration number 1951/000799/06)
Share code: TPC
ISIN: ZAE000007480
(“Transpaco” or the “Company”)

PROPOSED SPECIFIC REPURCHASE OF TRANSPACO ORDINARY SHARES

1. Introduction and background

  Transpaco shareholders are advised that Transpaco has concluded an agreement with Samuel
  Abelheim Holdings (Pty) Limited, in terms of which Transpaco will repurchase 1 560 000
  Transpaco ordinary shares for a cash consideration of R42 868 800 (the “Specific Share
  Repurchase”) that are held by Samuel Abelheim Holdings (Pty) Limited.


  The Specific Share Repurchase is from a “related party” as defined in paragraph 10.1(b)(iii) of
  the JSE Limited (“JSE”) Listings Requirements which relates to any person that falls within the
  definition of the “Family cross holding test” of a director of Transpaco, namely Mr Phillip
  Abelheim, the Company’s CEO. Phillip Abelheim is not a beneficial participant in the Transpaco
  shares held by Samuel Abelheim Holdings (Pty) Limited. Michael Abelheim and Merle
  Bouzaglou are the beneficial owners of the shares.

2. Terms of the Specific Share Repurchase

  2.1. The Specific Share Repurchase will be undertaken at a price of R27.48 per Transpaco
       ordinary share which represents the 30 business day weighted average traded price as at
       6 December 2022, being the day before the independent directors of Transpaco resolved
       to proceed with the Specific Share Repurchase.

       As the Specific Share Repurchase is at the 30 business day weighted average traded
       price of Transpaco a fairness opinion is not required in terms of paragraph 5.69(e) of the
       JSE Listings Requirements.

  2.2. The Specific Share Repurchase is subject to the approval of Transpaco shareholders.

  2.3. The Transpaco ordinary shares proposed to be repurchased in terms of the Specific Share
       Repurchase (“Repurchased Shares”) represent 4.95% of the issued ordinary shares of
       Transpaco.

  2.4. Subsequent to the approval of the Specific Share Repurchase by shareholders, the
       Repurchased Shares will revert back to authorised but unissued ordinary shares in the
       ordinary share capital of the Transpaco and application will be made to the JSE for the
       delisting of the Repurchased Shares.
3. Impact of the Specific Share Repurchase

  3.1. The Specific Share Repurchase is for cash only and will therefore reduce Transpaco’s
       cash resources by R R42 868 800 being the consideration for the Specific Share
       Repurchase.

  3.2. The Specific Share Repurchase will result in a decrease of Transpaco’s ordinary shares
       in issue by 1 560 000 ordinary shares.

4. Circular and general meeting

  4.1. A circular setting out the details of the Specific Share Repurchase, incorporating a notice
       of general meeting (the “Circular”), will be distributed to Transpaco shareholders in due
       course. The general meeting will be convened following the release of Transpaco’s interim
       results for the six months ended 31 December 2022 on the JSE Stock Exchange News
       Service. (“General Meeting”) which are expected to be released during the 3rd week of
       February 2023 .

  4.2. In accordance with paragraph 5.69(b) of the JSE Listings Requirements Sam Abelheim
       Holdings (Pty) Limited and their associates will be taken into account in determining the
       quorum at the General Meeting of Transpaco shareholders to approve the resolution
       required to implement the Specific Share Repurchase, but their votes will not be taken into
       account in determining the results of the voting at the General Meeting (as it relates to the
       resolution relating to the Specific Share Repurchase).

Wynberg
8 December 2022

Financial Advisor and Sponsor
Investec Bank Limited