SENS ANNOUNCEMENTS DETAILS


Sens Announcements – Details

Distribution of Circular and Notice of General Meeting

AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (RegistraHon number 1996/006093/06) ISIN: ZAE000195731 Share code: AEE ("AEEI" or "the Company")

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

1. INTRODUCTION

Shareholders are referred to the Firm IntenHon Announcement released on SENS on Monday, 16 October 2023 and published in the South African press on Tuesday, 17 October 2023 and to the updates thereto released on SENS on 1 December 2023 and 5 January 2024 and published in the South African press on 4 December 2023 and 8 January 2024, respecHvely wherein Shareholders were advised (and using the terms defined therein unless otherwise stated) that the Board had resolved to propose a TransacHon to Shareholders incorporaHng:

- an o?er by AEEI to all Eligible Shareholders, being all Shareholders other than Sekunjalo and certain directors being, Willem Raubenheimer, Aziza Amod and Carin-Lee Geuking-Cohausz (collecHvely, the "Concert Par@es"), to acquire AEEI Shares (other than those Shares held by the Concert ParHes) by way of a scheme of arrangement between AEEI and Eligible Shareholders ("Scheme") in terms of secHon 114(1)(e) of the Companies Act, read with secHon 115 thereof, in terms of which such Shareholders will be enHtled to elect that all or some of the Shares held by them are repurchased for a cash consideraHon of R1.15 per Share, or that they elect to retain all or some of the Shares held by them and, failing such elecHon, shall be deemed to have elected that all of their Shares are repurchased for a cash consideraHon of R1.15 per Share; and

- the subsequent DelisHng of all AEEI Shares from the JSE.

2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

Shareholders are hereby advised that the circular containing full details of the Scheme and the DelisHng and incorporaHng, inter alia, a noHce convening a general meeHng of Shareholders ("General Mee@ng") ("Circular"), has been distributed to Shareholders today, 31 January 2024.

Copies of the Circular may be obtained during normal business hours from the registered o?ce of AEEI and from the o?ce of Vunani Sponsors, whose addresses are set out in the "Corporate InformaHon and Advisors" secHon of the Circular. The Circular is also available on AEEI'S website at hlps://aeei.co.za/investor-relaHons/noHces/.

3. NOTICE OF GENERAL MEETING

NoHce is hereby given that the General MeeHng will be held at 10:00 on Wednesday, 28 February 2024 to be conducted by and accessible to Shareholders, through electronic communicaHon as envisaged in secHon 63(2)(a) of the Companies Act, the JSE LisHngs Requirements and clause 21 of the memorandum of incorporaHon of the Company, in order to consider and, if deemed fit, approve with or without modificaHon, the resoluHons set out in the NoHce of General MeeHng.

Shareholders are referred to the "AcHon required by AEEI Shareholders in relaHon to the Scheme" secHon of the Circular, commencing on page 4 thereof, which sets out the details regarding electronic parHcipaHon at the General MeeHng.

4. SALIENT DATES AND TIMES

Shareholders are referred to the table below semng out the salient dates and Hmes in relaHon to the Scheme.

Capitalised terms set out in this paragraph 4 that are not otherwise defined, bear the meanings ascribed to them in the Circular. 2024 Record date for AEEI Shareholders to be recorded in the Register Friday, 26 January in order to receive the Circular Circular distributed to AEEI Shareholders and notice convening the Wednesday, 31 January General Meeting released on SENS on Notice convening the General Meeting published in the South Thursday, 1 February African press on Last day to trade in AEEI Shares in order to be recorded in the Tuesday, 20 February Register to vote at the General Meeting on Record date for AEEI Shareholders to be recorded in the Register Friday, 23 February in order to be eligible to attend and participate in the General Meeting and to vote thereat, by close of trade on For administrative purposes, Forms of Proxy (yellow) in respect of Monday, 26 February the General Meeting to be lodged at the Transfer Secretaries by 10:00 on Last date and time for Shareholders to deliver a written notice to Wednesday, 28 February AEEI objecting, in terms of section 164(3) of the Companies Act, to the Scheme Resolution to be able to invoke Appraisal Rights by 10:00 on General Meeting to be held at 10:00 on Wednesday, 28 February Elections open on Wednesday, 28 February Results of the General Meeting released on SENS on Wednesday, 28 February Results of the General Meeting published in the South African press Thursday, 29 February on

If the Scheme is approved by Shareholders at the General Meeting

Last date for Shareholders who voted against the Scheme Wednesday, 6 March Resolution to require AEEI to seek Court approval for the Scheme Resolution in terms of section 115(3)(a) of the Companies Act, if the Scheme Resolution was opposed by at least 15% (fifteen percent) of the total voting rights that were exercised thereon 2024 Last day for Shareholders who voted against the Scheme Wednesday, 6 March Resolution to apply to Court for leave to apply for a review of the Scheme Resolution in terms of section 115(3)(b) of the Companies Act on Last date for AEEI to send objecting Shareholders notices of Wednesday, 13 March adoption of the Scheme Resolution in accordance with section 164(4) of the Companies Act Last day for Dissenting Shareholders, by reason of the adoption of Thursday, 28 March the Scheme Resolution to make a demand to AEEI that AEEI pay such Dissenting Shareholders the fair value of all AEEI Shares held by them, in terms of section 164(7) of the Companies Act on The following dates assume that all the Scheme Conditions are fulfilled or, where applicable, waived and that neither Court approval nor the review of the Scheme Resolution is required and will be confirmed in the finalisation announcement: Expected date on which the Scheme is declared wholly Tuesday, 9 April unconditional and TRP clearance certificate received Scheme Finalisation Date announcement expected to be released Tuesday, 16 April on SENS by 11:00 Scheme Finalisation Date announcement expected to be published Wednesday, 17 April in the South African press on Scheme Last Day to Trade expected to be on Tuesday, 23 April Trading in AEEI Shares on the JSE suspended from Wednesday, 24 April commencement of trade expected to be on Scheme Consideration Record Date, being the date on which Friday, 26 April Scheme Participants must be recorded in the Register in order to be eligible to receive the Scheme Consideration, by close of business on Elections to be received by 12:00 on Friday, 26 April Expected Operative Date Monday, 29 April Scheme Consideration to be settled by electronic funds transfer to Monday, 29 April Scheme Participants who hold Certificated Exit Election Shares who have lodged their Form of Surrender and Transfer (white) with the Transfer Secretaries on or prior to 12:00 on the Scheme Consideration Record Date Scheme Participants who hold Dematerialised Exit Election Shares Monday, 29 April will have their accounts with their CSDP or Broker credited with the Scheme Consideration on Expected termination of listing of AEEI Shares on the JSE at Tuesday, 30 April commencement of trade expected to be on

Notes: 1. The above dates and times are subject to such changes as may be agreed to and approved by the TRP and/or the JSE, if required. Any such amendment will be released on SENS.

2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with, posted or emailed to JSE Investor Services at 2 Gwen Lane, Sandown, Sandton, 2196 (PO Box 4844, Johannesburg, 2000 or at [email protected], to be received by them no later than 10:00 on Wednesday, 31 January 2024 or (ii) thereaqer emailed to JSE Investor Services at the aforemenHoned email address (for the alenHon of the chairperson of the General MeeHng) at any Hme before the proxy exercises any rights of the AEEI Shareholder at such General MeeHng.

3. AEEI Shareholders should note that, as trade in AEEI Shares on the JSE is selled in the electronic sellement system used by Strate, sellement of trades takes place three Business Days aqer the date of such trades. Therefore, AEEI Shareholders who acquire AEEI Shares on the JSE aqer close of trade on Tuesday, 20 February 2024, will not be enHtled to vote at the General MeeHng.

4. AEEI Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 to the Circular for purposes of determining the relevant Hming for the exercise of their Appraisal Rights.

5. The exercise of Appraisal Rights may result in changes to the above salient dates and Hmes and AEEI Shareholders will be noHfied separately of the applicable dates and Hmes resulHng from any such changes.

6. AEEI Shareholders who wish to exercise their right in terms of secHon 115(3) of the Companies Act, to require the approval of a Court for the Scheme should refer to Annexure 4 to the Circular which includes an extract of secHon 115 of the Companies Act. Should Shareholders exercise their rights in terms of secHon 115(3) of the Companies Act, the dates and Hmes set out above may change, in which case an updated Hmetable will be released on SENS.

7. Dematerialised Shareholders, other than those with Own-Name RegistraHon, must provide their CSDP or Broker with their instrucHons for voHng at the General MeeHng by the cut-o? Hme and date sHpulated by their CSDP or Broker in terms of their respecHve Custody Agreements between them and their CSDP or Broker.

8. No dematerialisaHon or rematerialisaHon of AEEI Shares may take place from the commencement of business on the Business Day following the Scheme Last Day to Trade. The Scheme Last Day to Trade is expected to be on Tuesday, 23 April 2024.

9. If the General MeeHng is adjourned or postponed, the above dates and Hmes will change, but the Forms of Proxy (yellow) submiled in respect of the iniHal General MeeHng will remain valid in respect of any adjournment or postponement thereof.

10. Although the salient dates and Hmes are stated to be subject to change, such statement shall not be regarded as consent or dispensaHon for any change to Hme periods which may be required in terms of the Companies Act, the Companies RegulaHons and the LisHngs Requirements, where applicable, and any such consents or dispensations must be specifically applied for and granted.

11. All times referred to in the Circular are references to South African Standard Time.

5. RESPONSIBILITY STATEMENT

The Independent Board and the Board, individually and collectively, accept responsibility for the information contained in this announcement which relates to AEEI, the Scheme and Delisting, and certify that 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.

Cape Town 31 January 2023

Legal adviser to AEEI Smith Tabata Buchanan Boyes Inc.

Sponsor to AEEI Vunani Sponsors

Joint Sponsor to AEEI Merchantec Capital

Date: 31-01-2024 04:48:00

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