Circular to Shareholders regarding the Specific Repurchase from Related Parties and Notice of General Meeting

Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
("Finbond" or the "Company" or the "Group")

CIRCULAR TO SHAREHOLDERS REGARDING THE SPECIFIC REPURCHASE FROM RELATED PARTIES
AND NOTICE OF GENERAL MEETING

1. DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS

Shareholders are referred to the Firm Intention Announcement released on SENS on 1 November 2023
which advised shareholders of the proposed repurchase and subsequent delisting of 340 523 358
Finbond ordinary shares (the "Repurchase Shares"), representing approximately 38.55% of the total
issued Finbond shares ("Finbond Shares"), 220 523 358 Repurchase Shares from Net1 Finance
Holdings (Pty) Ltd, a private company incorporated in accordance with the laws of South Africa
("Net1") and 120 000 000 Repurchase Shares from Massachusetts Institute of Technology, a private
land-grant research university incorporated in accordance with the laws of the United States of
America ("MIT"), at a price of 29.11 cents per Repurchase Share ("Repurchase Consideration") ("the
Repurchase").

Shareholders are advised that a circular to Finbond shareholders regarding the Repurchase was
distributed to shareholders on Thursday 9 November 2023 ("the Circular"). The Circular is available
on the Company's website www.finbond.com.

2. NOTICE OF GENERAL MEETING

Included in the Circular to shareholders is a notice of general meeting ("General Meeting") of
shareholders to be held entirely via a remote interactive electronic platform on Friday, 8 December
2023 at 16:00, to transact the business as stated in the notice of the General Meeting.

3.ELECTRONIC PARTICIPATION AT THE GENERAL MEETING

Shareholders are advised that the General Meeting will be held in electronic format, in terms of the
provisions of the Companies Act, 2008 and the Memorandum of Incorporation of the Company.

The Directors have made provision for electronic participation at the General Meeting. Any
shareholders that wish to participate electronically must notify the Company Secretary at
ben@finbond.com. Shareholders that require assistance can contact the Company at 012 460 7288 or
email the Company Secretary at ben@finbond.com. Access to the medium or means of electronic
communication will be at the expense of the shareholder or proxy.

4. INDEPENDENT EXPERT AND FAIR AND REASONABLE OPINION

The Independent Expert has considered the terms and conditions of the Repurchases and based upon
and subject to the conditions set out in the Independent Expert Report, is of the opinion that the terms
and conditions of the Repurchases based on quantitative considerations are unfair, but reasonable
based on qualitative considerations to the Repurchase Participants.
However, based on quantitative and qualitative considerations, the Repurchases are fair and
reasonable, respectively to the remaining Finbond Shareholders, excluding the Repurchase
Participants. ("Independent Expert Report").

The Independent Expert Report is included in the Circular distributed to Shareholders.

5. BOARD OPINION AND RECOMMENDATION

The Independent Board, taking into account the opinion of the Independent Expert, has considered
the terms and conditions of the Transaction and is of the opinion that the terms and conditions are
unfair but reasonable to the Repurchase Participants and fair and reasonable to the remaining
Finbond Shareholders. In forming its opinion, the Independent Board considered the factors which are
difficult to quantify or are unquantifiable (as contemplated in Regulation 110(6) of the Takeover
Regulations) as identified in the Independent Expert's Report. The Independent Board is not aware of
any other factors which are difficult to quantify or unquantifiable by the Independent Board when
formulating its opinion.

For reasons outlined in the "Rationale for the Repurchase" (paragraph 2 of the Circular) and given the
fairness opinions provided by the Independent Expert, the Independent Board recommends that
Shareholders vote their shares in favour of the Repurchase Resolutions set out in the notice of General
Meeting.

6. SALIENT DATES

The salient dates and times relating to the Repurchase are as follows:




Record date for determining which Shareholders are entitled to
receive this Circular and notice of General Meeting                          Friday, 3 November 2023
Circular posted to Shareholders and notice convening the General
Meeting released on SENS on                                                 Thursday, 9 November 2023
Last day to trade in Finbond Shares in order to be recorded in the
                                                                            Tuesday, 28 November 2023
Register on the Voting Record Date on2
Voting Record Date to be entitled to attend, participate in and vote
at the General Meeting being16:00 on                                         Friday, 1 December 2023

Last day for receipt of proxies for the General Meeting by 16:00 on3       Wednesday, 6 December 2023
Last date and time for Finbond Shareholders to give notice in terms
of section 164 of the Companies Act objecting to the Special                 Friday, 8 December 2023
Resolution approving the Repurchase by 16:00 on
Finbond Shareholders' General Meeting to be held at 16:00 on                 Friday, 8 December 2023
Results of the General Meeting released on SENS on                         Monday, 11 December 2023
Results of the General Meeting published in the press on                   Tuesday, 12 December 2023
If the Repurchase is approved by Shareholders at the General
Meeting:
Last date on which Shareholders who voted against the Special
Resolution may require Finbond to seek court approval in terms of
section 115(3)(a) of the Companies Act, but only if the Repurchase          Monday, 18 December 2023
Resolutions were opposed by at least 15% of the voting rights
exercised thereon

Last date on which Shareholders who voted against the Special
Resolution may make application to the court in terms of section
115(3)(b) of the Companies Act for leave to apply for a review of the       Wednesday, 27 December 2023
Repurchase, as the case may be
Last date for Finbond to send objecting Shareholders notice of the
adoption of the Repurchase Resolutions, in terms of section 164(4) of       Wednesday, 27 December 2023
the Companies Act
Last date on which Shareholders who validly exercised their
Appraisal Rights in terms of section 164 of the Companies Act to
deliver written demand to Finbond to pay fair value for their Shares
(for purposes of clarity, this demand must be delivered to Finbond
within 20 Business Days of receipt of the notice of adoption referred           Friday, 12 January 2024
to immediately above, or if any Shareholder did not receive such
notice, within 20 Business Days of them learning that the Repurchase
Resolutions had been adopted) on
If no Shareholder exercises their rights in terms of section
115(3)(a) and (b) of the Companies Act, then the following are
the anticipated relevant dates and times:
Compliance certificate anticipated to be received from the TRP on           Thursday, 28 December 2023
Finalisation announcement released on SENS on                               Thursday, 28 December 2023
Finalisation announcement published in the press on                           Friday, 29 December 2023
Expected implementation date of the Repurchase on or about                    Friday, 29 December 2024
Delisting application letter lodged with the JSE for the delisting of the     Friday, 29 December 2023
Repurchase Shares
Expected termination of listing of Repurchase Shares at the                    Friday, 5 January 2024
commencement of trading on or about

Notes:

1. All dates and times are local South African times and are subject to change. Any change will be
released on SENS and published in the press. Changes may be subject to approval by the JSE and/or
TRP, as required.

2. Finbond Shareholders should note that as transactions in shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after such
trade. Therefore, persons who acquire Finbond Shares after the voting last day to trade will not be
eligible to vote at the General Meeting.

3. If a form of proxy is not received by the time and date shown above or not less than 48 hours before
recommencement of any adjourned or postponed meeting, it may be handed to the Chairman of the
General Meeting not later than ten minutes before the General Meeting is due to commence or
recommence.

7. RESPONSIBILITY STATEMENTS
The Independent Board, collectively and individually, accept responsibility for the accuracy of the
information given in this announcement and certify that, to the best of their knowledge and belief,
the information contained in this announcement is true, that no facts have been omitted which would
make any statement in this announcement false or misleading, that all reasonable enquiries to
ascertain such facts have been made and that this Firm Intention Announcement contains all
information required by law, the Takeover Regulations, and the JSE Listings Requirements.

The Board collectively and individually accept full responsibility for the accuracy of the information
given and certify that to the best of their knowledge and belief there are no facts that have been
omitted which would make any statement false or misleading, and that all reasonable enquiries to
ascertain such facts have been made and that this Firm Intention Announcement contains all
information required by law and the JSE Listings Requirements.


Pretoria
9 November 2023
Sponsor: Grindrod Bank Limited

Date: 09-11-2023 05:00:00
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