ARB Holdings Limited (JSE:ARH) News - Masimong Offer: Results of General Meeting

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

MASIMONG ELECTRICAL HOLDINGS PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
(Registration number 2021/985213/07)
(“the Offeror”)


MASIMONG OFFER: RESULTS OF GENERAL MEETING


1.   Introduction

     1.1.   ARB Shareholders are collectively referred to:

            1.1.1.   the announcement entitled “Joint Firm Intention Announcement and Withdrawal of Cautionary
                     Announcement” released on SENS on Thursday, 27 January 2022 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”); and

            1.1.2.   the announcement entitled “Transaction Update: Irrevocable Undertakings” released on
                     SENS on Monday, 14 February 2022; and

            1.1.3.   the announcement entitled “Masimong Offer: Distribution of Joint Circular and Notice of
                     General Meeting” released on SENS on Wednesday, 23 March 2022 relating to the distribution
                     of the joint circular to ARB Shareholders containing details of the Masimong Offer (“Joint
                     Circular”) and incorporating a notice of general meeting (“General Meeting”) to consider
                     and, if deemed fit, to approve, with or without modification, the Resolutions set out therein.

     1.2.   Unless expressly defined in this announcement, capitalised terms herein have the meaning given to
            them in the Joint Circular.

2.   Results of General Meeting

     2.1.   ARB Shareholders are advised that, at the General Meeting held today, Tuesday, 26 April 2022, all
            the Resolutions as set out in the notice of General Meeting were passed by the requisite majority
            of Eligible Shareholders.

     2.2.   However, ARB Shareholders should note that the implementation of the Scheme is still subject to the
            fulfilment or waiver of a number of Scheme Conditions, as set out in paragraph 4.3 of the Joint
            Circular.

     2.3.   An announcement will be released on SENS as soon as practicably possible after all the Scheme
            Conditions have been fulfilled or waived, as the case may be.

3.   Voting Results

     3.1.   The total number of ARB Shares in issue as at the date of the General Meeting is 235 000 000
            (“Issued Share Capital”).

     3.2.   The number of ARB Shares voted in person or by proxy was 220 593 799 representing
            94% of the Issued Share Capital.

     3.3.   However, the total number of ARB Shares that could have been voted at the General Meeting on
            the Special Resolutions proposed, pursuant to the provisions of the Companies Act (excluding the
            Excluded Shares), is 87 107 061 (“Voteable Shares”).
     3.4.   The Resolutions proposed at the General Meeting, together with the percentage of votes carried for
            and against each Resolution, as well as the percentage of Shares abstained, are set out below:

            Resolution                         % of votes carried    % of votes against                    % of
                                               for the Resolution        the Resolution        Shares abstained
            Special Resolution Number 1:
            Approval of the Scheme in
            terms of sections 114 and 115
            of the Companies Act
            by ARB Shareholders*                           99.992                 0.008                   0.013

            Special Resolution Number 2:
            Revocation of Special Resolution
            Number 1*                                      99.998                 0.002                   0.032

            Special Resolution Number 3:
            Approval for the payment of fees
            to the members of the Independent Board*       99.978                 0.022                   0.026

            Ordinary Resolution Number 1:
            Implementation and general authority#          99.997                 0.003                   0.005

            Notes:
            *Based on the number of Voteable Shares.
            #Based on the Issued Share Capital.

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
26 April 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

Date: 26-04-2022 02:15:00
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