Long4Life Limited (JSE:L4L) News - Posting of circular and notice of General Meeting LONG4LIFE LIMITED PROJECT OXYGEN BIDCO PROPRIETARY LIMITED (Incorporated in the Republic of South Africa) Incorporated in the Republic of South Africa (Registration number 2016/216015/06) (Registration number 2021/104878/07) Share code: L4L ISIN: ZAE000243119 ("OMPE Bidco") ("Long4Life" or "the Company") POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings ascribed thereto in the Circular. 1. INTRODUCTION Shareholders are referred to the joint firm intention announcement published by Long4Life and OMPE Bidco on SENS on 20 December 2021 regarding OMPE Bidco’s firm intention to make an offer, to be implemented by way of a scheme of arrangement in accordance with section 114 of the Companies Act, to acquire all of the issued ordinary Shares in the capital of Long4Life, save for the Treasury Shares, at R6.20 per Share (subject to any potential adjustments as outlined in paragraphs 5.6 to 5.8 of the Circular). 2. POSTING OF CIRCULAR Shareholders are advised that the Circular containing, inter alia, further details of the Scheme and a notice of general meeting to be held for purposes of, inter alia, considering and, if deemed fit, passing the special resolution required to approve the Scheme was posted to Shareholders today, Monday, 31 January 2022. 3. NOTICE CONVENING THE GENERAL MEETING Notice is hereby given that a meeting of the Long4Life Shareholders will be held at 09h00 on Monday, 28 February 2022 at 7th Floor, Rosebank Towers, 13 –15 Biermann Avenue, Rosebank, Johannesburg, as well as virtually via a remote interactive electronic platform, for the purpose of considering, and, if deemed fit, passing, with or without modification, the Resolutions set out in the notice convening the General Meeting. Although Shareholders are allowed to attend, participate in and vote at the General Meeting, Shareholders are encouraged to make use of the electronic platform and proxies for purposes of attending, participating in and voting at the General Meeting due to COVID-19. The Circular is available in English only. Copies of the Circular may be obtained during normal business hours from the registered office of Long4Life at 7th Floor, Rosebank Towers, 13 –15 Biermann Avenue, Rosebank, Johannesburg and on the website of Long4Life at https://www.long4life.co.za/ from the date of posting of the Circular up to and including the Operative Date. 4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME 2022 Record date to determine which Long4Life Shareholders are eligible Friday, 21 January to receive the Circular Circular posted to Long4Life Shareholders and detailed notice Monday, 31 January convening the General Meeting published on SENS on Notice of posting of the Circular and notice of General Meeting Tuesday, 1 February published in the South African press on Last day to trade Long4Life Shares in order to be recorded in the Tuesday, 15 February Register to attend, participate and vote at the General Meeting (refer to note 3 below) Record date for Long4Life Shareholders to be recorded in the Friday, 18 February register in order to be eligible to attend, participate in and vote at the General Meeting by close of trade on Last day and time Shareholders are requested to lodge Forms of Thursday, 24 February Proxy with the Transfer Secretaries by 09:00 on (refer to note 4 below). Forms of Proxy may be provided at any time before the proxy exercises any rights of the Long4Life Shareholder at the General Meeting Last date for Long4Life Shareholders to give notice to Long4Life of Monday, 28 February their objections to the Scheme Special Resolution in terms of section 164(3) of the Companies Act by no later than 09:00 on General Meeting to be held at 09:00 on Monday, 28 February Results of the General Meeting released on SENS on or about Monday, 28 February Results of General Meeting published in the South African press on Tuesday, 1 March or about If the Scheme is approved by Long4Life Shareholders at the General Meeting: Last day for Shareholders who voted against the Scheme to require Monday, 7 March Long4Life to seek Court approval for the Scheme 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 Scheme Last date on which Long4Life Shareholders who voted against the Monday, 14 March Scheme may apply to Court to be granted leave by a Court for a review of the Scheme in terms of section 115(3)(b) of the Companies Act Last date for Long4Life to give notice of adoption of the Scheme Monday, 14 March Special Resolution approving the Scheme to Dissenting Shareholders in accordance with section 164(4) of the Companies Act The following dates assume that no Court approval or review of the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes unconditional Finalisation announcement with regard to the Scheme published on Tuesday, 31 May SENS (assuming no Shareholder exercises their right in terms of section 115(3)(a) or section 115(3)(b) of the Companies Act) expected to be on or about Finalisation announcement published in the South African press Wednesday, 1 June expected to be on or about Expected last day to trade, being the last day to trade Long4Life Tuesday, 7 June Shares on the JSE in order to participate in the Scheme Expected suspension of listing of Long4Life Shares on the JSE at the Wednesday, 8 June commencement of trade Expected Scheme Consideration Record date, being the date on Friday, 10 June which Scheme Participants must be recorded in the register to receive the Scheme Consideration, by close of trade Form of Surrender and Transfer to be lodged with the Transfer Friday, 10 June Secretaries by 12:00 on Expected Operative Date on Monday, 13 June Scheme Consideration expected to be sent by EFT to Scheme Monday, 13 June Participants who are Certificated Long4Life Shareholders and who have lodged their Form of Surrender and Transfer with the Transfer Secretaries on or prior to 12:00 on the Scheme Consideration Record Date, on Dematerialised Scheme Participants expected to have their Monday, 13 June accounts (held at their CSDP or Broker) credited with the Scheme Consideration on Expected Date for termination of the listing of Long4Life Shares in Tuesday, 14 June terms of the Scheme and the Delisting at the commencement of trade on the JSE Notes: 1. All of the above dates and times are subject to change, with the approval of the JSE and/or TRP, if required. The dates have been determined based on certain assumptions regarding the dates by which certain regulatory approvals including, but not limited to, that of the JSE, competition authorities and TRP, will be obtained and that no Court approval or review of the Scheme will be required. Any change will be released on SENS and published in the South African press. 2. Shareholders are referred to paragraph Error! Reference source not found. of the Circular (which contains a summary of Dissenting Shareholders’ Appraisal Rights in respect of the Scheme) regarding timing considerations relating to the Appraisal Rights afforded to Shareholders. 3. 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 trade. Therefore, persons who acquire Shares after close of trade on Tuesday, 15 February 2022 will not be eligible to attend, participate and vote at the General Meeting, but will, provided that the Scheme is approved and that they acquire Long4Life Shares on or prior to the Scheme Last Day to Trade (expected to be Tuesday, 7 June 2022), participate in the Scheme. 4. For administrative purposes, Forms of Proxy are requested to be submitted so as to reach the Transfer Secretaries by no later than 48 hours (excluding Saturdays, Sundays and official public holidays) before the General Meeting (or any adjourned or postponed General Meeting). 5. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 6. All times given in the Circular / this announcement are local times in the South Africa. 7. If the Scheme becomes operative, Share certificates may not be Dematerialised or rematerialised after the Scheme Last Day to Trade. 8. Should sufficient Long4Life Shareholders vote against the Scheme Special Resolution at the General Meeting so that a Shareholder may require Long4Life to obtain Court approval regarding the Scheme Special Resolution as contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers such a request, the dates and times set out above will need to be amended. Shareholders will be notified separately of the applicable dates and times under this process. 9. If any Shareholder who votes against the Scheme Special Resolution exercises its rights in terms of section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates and times set out above will need to be amended. Long4Life Shareholders will be notified separately of the applicable dates and times under this process. 5. RESPONSIBILITY STATEMENTS The Long4Life Independent Board accepts responsibility for the information contained in this announcement and certifies that, to the best of the Long4Life Independent Board’s knowledge and belief, such information is true and this announcement does not omit anything likely to affect the importance of the information included. OMPE Bidco accepts responsibility for the accuracy of the information contained in this announcement and certifies that, to the best of its knowledge and belief, such information is true and this announcement does not omit anything likely to affect the importance of such information Johannesburg 31 January 2022 Financial adviser and Transaction Sponsor to Long4Life Investec Bank Limited Legal adviser to Long4Life Werksmans Attorneys Financial adviser to OMPE and OMPE Bidco and sole funder to OMPE Bidco Rand Merchant Bank (a division of FirstRand Bank Limited) Legal adviser to OMPE and OMPE Bidco Cliffe Dekker Hofmeyr Inc. Independent Expert PSG Capital Date: 31-01-2022 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.