18 Jun - 2 min read

Notice to Shareholders in Terms of Section 45(5) of the Companies Act

Notice to Shareholders in Terms of Section 45(5) of the Companies Act

Insimbi Industrial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration    number:     2002/029821/06)
Share code: ISB ISIN: ZAE000116828
(“Insimbi” or “the Company”)

NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

Notice is hereby given to shareholders of the Company in terms of section 45(5) of the
Companies Act, 2008 (“Act”), that the board of directors of the Company (“the Board”) has
resolved on 10 June 2021 to provide financial assistance to its various subsidiaries in
accordance with section 45(2) of the Act, pursuant to the authority granted to the Board by the
shareholders at the annual general meeting of the Company held on 4 July 2019 and 7
October 2020, respectively. The shareholders are hereby notified for purposes of section
45(5)(a) of the Act that the financial assistance exceeds a 10th of 1% of the Company’s net
worth. No further action is required from shareholders.

The financial assistance relates to the increase in the Company’s banking facilities provided
by Absa Bank Limited, acting through its Corporate and Investment Banking Division
(“ABSA”). The Company, amongst others, provides security in respect of the facilities to ABSA
for the benefit of its subsidiaries, in the manner contemplated in section 45(2) of the Act.
Pursuant to an amendment of the Facilities Agreement, the Company and ABSA agreed to
increase the limits of certain of its facilities, resulting in further financial assistance granted by
the Company to its subsidiaries.

In accordance and in compliance with section 45(3)(b) of the Act, the Board is satisfied that
immediately after providing such financial assistance, the Company will satisfy the solvency
and liquidity test provided for in section 4 of the Act and that the terms of the financial
assistance are fair and reasonable to the Company.

Johannesburg
18 June 2021

Sponsor
PSG Capital

Date: 18-06-2021 03:45:00
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