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Tue 30 Nov 2021, 10:30 SPANJAARD LIMITED - Updated Results of Scheme Meeting
Updated Results of Scheme Meeting

SPANJAARD LIMITED                                  SPANJAARD GROUP LIMITED
(Incorporated in the Republic of South Africa)    (Incorporated in the Republic of South Africa)
(Registration number 1960/004393/06)              (Registration number 1962/003015/06)
Share code: SPA ISIN: ZAE000006938
(“Spanjaard” or “the Company”)                    (“Spanjaard Group”)

UPDATED RESULTS OF SCHEME MEETING

1. Introduction
   Shareholders are advised that, at the Scheme Meeting held on Friday, 26 November 2021, the
   special and ordinary resolutions set out in the Notice of Scheme Meeting (which was
   dispatched to shareholders together with the circular dated 29 October 2021 (“Circular”)),
   were passed by the requisite eligible majority shareholders (being those set out in the Notice
   of Scheme Meeting in respect of each resolution).            Words and expressions in this
   announcement shall have the same meaning as assigned to them in the Circular.

2. Results of Scheme Meeting
   Details of the results of the voting at the Scheme Meeting are set out below:

     Total number of Shares in issue                                                   8,142,850
     Total number of Shares eligible to vote                                           2,264,452
     in respect of the Scheme Resolution
     (i.e. excluding the 5,878,398 Excluded
     Shares held by Spanjaard Group and
     parties related to Spanjaard Group)
     Total number of Shares eligible to vote                                          2,264,452
     in respect of the Ordinary and Special
     Resolutions
     Total number of Shares present or                                                  933,143
     represented at the Scheme Meeting in
     person or by proxy in respect of the
     Scheme Resolution
     Total number of Shares present or                                                  933,143
     represented at the Scheme Meeting in
     person or by proxy in respect of
     Ordinary Resolution 1 and 2

   The following table reflects the resolutions proposed at the Scheme Meeting as well as the
   voting results in respect of each of the resolutions proposed:

                                          Total number      Shares voted      Shares voted              Shares
                                             of Shares               for           against           abstained
      Resolution proposed                        voted       (% of total       (% of total         (% of total
                                            (excluding     Shares voted)      Shares voted)           voteable
                                           abstentions)                                                 Shares)
      Special Resolution 1                     928,873           97.71%              1.86%               0.46%
      Implementation of the
      Scheme
      Special Resolution 2                     928,873           97.71%              1.56%               0.46%
      Section 164(9)(c) Resolution
      Ordinary Resolution 1                    928,873           97.71%              1.56%               0.46%
      Stand-by Offer 
      Ordinary Resolution 2                    928,873           97.71%              1.56%               0.46%
      Authorisation of directors

3. Conditions Precedent and remaining salient dates and times
   Shareholders will be advised once all the Conditions Precedent as set out in the Circular have
   been fulfilled. A finalisation announcement will be made in due course based on the indicative
   dates and times as detailed in the Circular.

4. Responsibility Statement
   The Board and the Independent Board each accepts responsibility for the information
   contained in this announcement to the extent that it relates to Company. To the best of their
   knowledge and belief, the information contained in this announcement is true and nothing
   has been omitted which is likely to affect the importance of the information.

By order of the Board

Johannesburg
30 November 2021

Corporate Advisor to Spanjaard          Independent Expert            Sponsor to Spanjaard
Arbor Capital                           Suez Capital                  AcaciaCap Advisors

Date: 30-11-2021 10:30:00
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