Kaap Agri Limited (JSE:KAL) News - Distribution of Circular and Notice of General Meeting

KAAP AGRI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
(“Kaap Agri” or “the Company”)

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

1.     INTRODUCTION

1.1.     Shareholders are referred to Kaap Agri’s announcement released on SENS on
         19 January 2022 (“Acquisition Announcement”) in terms of which Kaap Agri
         advised shareholders of the conclusion of the agreement for the acquisition by TFC
         Operations Proprietary Limited, a subsidiary of Kaap Agri, from Stoney Meadows
         Investments 22 Proprietary Limited (“Stoney Meadows”), 100% of the issued
         ordinary shares in and its loan claims against PEG Retail Holdings Proprietary
         Limited (“PEG”), as well as related loan accounts against a subsidiary of PEG
         (“Acquisition”). The Acquisition is considered a category 1 transaction in terms of
         the JSE Listings Requirements.

1.2.     Capitalised terms used below and that are not otherwise defined, bear the meanings
         ascribed to them in the Circular (as defined below).

2.     DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

2.1.     A circular (“Circular”) detailing the Acquisition will be distributed to shareholders
         today, 4 May 2022. The Circular incorporates a notice (“Notice”) convening a general
         meeting of shareholders (“General Meeting”) for the purpose of considering, and, if
         deemed fit, passing, with or without modification, the resolutions required for
         approving and implementing the Acquisition.

2.2.     Shareholders are advised that the General Meeting will be held in electronic format
         only. Further details regarding the manner in which Shareholders may participate
         electronically in the General Meeting are set out in the Circular.

2.3.     Accordingly, notice is hereby given that the General Meeting will be held and
         conducted entirely by electronic communication at 10:00 a.m. on Monday,
         6 June 2022, to consider and, if deemed fit, to pass, with or without modification, the
         resolutions set out in the Notice.

2.4.     The Circular is available in English only. Copies may be obtained during normal
         business hours from the registered office of Kaap Agri and from the offices of the
         Kaap Agri’s sponsor, PSG Capital, from Wednesday, 4 May 2022 until Monday,
         6 June 2022, (both days inclusive). A copy of the Circular will also be available on the
         Kaap Agri’s website (https://www.kaapagri.co.za/).

3.       SALIENT DATES AND TIMES

Shareholders are referred to the table below setting out salient dates and times in relation to
the General Meeting and the Acquisition.
                                                                                                          2022

  Notice record date, being the date on which a Shareholder                                   Friday, 22 April
  must be registered in the Register in order to be eligible to
  receive the Notice of General Meeting on

  Circular incorporating the Notice of General Meeting and                                    Wednesday, 4 May
  Form of Proxy (grey), distributed to Shareholders on

  Announcement of distribution of Circular and Notice of                                      Wednesday, 4 May
  General Meeting released on SENS on

  Last day to trade Shares in order to be recorded in the                                      Tuesday, 24 May
  Register to vote at the General Meeting (see note 2 below)
  on

  General Meeting record date, being the date on which a                                        Friday, 27 May
  Shareholder must be registered in the Register in order to be
  eligible to attend and participate in the General Meeting and
  to vote thereat, by close of trade on

  For administrative reasons, Forms of Proxy (grey) in respect                           Thursday, 2 June 2022
  of the General Meeting to be received by the Transfer
  Secretaries by no later than 10h00 on

  Forms of Proxy (grey) not lodged with the Transfer                                            Monday, 6 June
  Secretaries to be handed to the chairperson of the General
  Meeting or the Transfer Secretaries at the General Meeting,
  at any time before the proxy exercises any rights of the
  Shareholders at the General Meeting

  General Meeting of Shareholders to be held at 10:00 on                                        Monday, 6 June

  Results of the General Meeting published on SENS on                                           Monday, 6 June

  Anticipated Acquisition Effective Date                                                        Friday, 1 July


Notes:

i.     The above dates and times are subject to amendment at the discretion of Kaap Agri, with the approval of the
       JSE. Any such amendment will be released on SENS and published in the South African press.

ii.    Shareholders should note that as transactions in Shares are settled in the electronic settlement system used
       by Strate, settlement of trades take place three South African Business Days after such trade. Therefore,
       Shareholders who acquire Shares after close of trade on Tuesday, 24 May 2022 will not be eligible to attend,
       participate in and vote at the General Meeting.

iii.   Dematerialised Shareholders, other than those with Own-name Registration, must provide their CSDP or
       Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their
       CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.

iv.    If the General Meeting is adjourned or postponed, the above dates and times will change, but Forms of Proxy
       (grey) submitted for the initial General Meeting will remain valid in respect of any such adjournment or
       postponement of the General Meeting.

v.     Although the salient dates and times are stated to be subject to change, such statement may not be regarded
       as consent or dispensation for any change to time periods which may be required in terms of the Companies
       Act and the JSE Listings Requirements, where applicable, and any such consents or dispensations must be
       specifically applied for and granted.


Stellenbosch
4 May 2022

Transaction Advisor and Sponsor
PSG Capital

Date: 04-05-2022 03:55:00
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