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Results of GM, Update Re Offer Conditions, MAC and Specific Issues and Confirmation of Final Offer Consideration
CLIENTÈLE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Company")
RESULTS OF GENERAL MEETING, UPDATE REGARDING OFFER CONDITIONS, MAXIMUM
ACCEPTANCES CONDITION AND SPECIFIC ISSUES AND CONFIRMATION OF FINAL OFFER
CONSIDERATION
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall
bear the meanings ascribed thereto in the Circular (defined below).
1. INTRODUCTION
Shareholders are referred to the Announcement released on SENS on Thursday, 30 April 2026
regarding, inter alia, the Offer by the Company to all Shareholders to acquire the Clientèle Shares
held by them, the proposed Delisting and Specific Issues to AEI and the Management
Subscribers and further to the circular distributed to Shareholders on Thursday, 14 May 2026
("Circular"), which Circular incorporated the Notice of General Meeting.
2. RESULTS OF GENERAL MEETING
2.1. Shareholders are hereby advised that the General Meeting was held at 08h00 today, Friday,
12 June 2026, at Clientèle's offices, physically at Building 7, Clientèle Office Park, C/O Alon
& Rivonia Roads, Morningside, Johannesburg and by electronic communication.
2.2. Shareholders are further advised that at the General Meeting all of the Resolutions as set out
in the Notice of General Meeting were approved by the requisite majority of Shareholders.
2.3. Details of the voting results in respect of the Resolutions are as follows:
Resolution Shares Shares voted Votes for Votes Shares
voted on (%) ¹ (%) ² against (%) ² abstained
resolution (%) ¹
at the
General
Meeting
(number)
Special 433 788 305 95.70% 99.76% 0.24% 0.60%
resolution
number 1 –
Authority to
issue the
Management
Subscription
Shares in
terms of
section 41(1)
of the
Companies
Act
Ordinary 136 512 646 88.80% 98.36% 1.64% 0.29%
resolution
number 1 –
Specific
authority to
issue Shares
for cash to
AEI
Ordinary 436 045 950 96.20% 99.49% 0.51% 0.10%
resolution
number 2 –
Authority
under MOI to
issue Shares
to AEI
Ordinary 433 788 305 96.19% 99.76% 0.24% 0.10%
resolution
number 3 –
Specific
authority to
issue Shares
for cash to
the
Management
Subscribers
Ordinary 13 575 453 44.32% 91.93% 8.07% 1.45%
resolution
number 4 –
Authority to
delist the
Company
from the
Main Board
of the JSE
Notes:
1. As a percentage of:
- the total number of Shares in issue as at the date of the General Meeting for special resolution number 1
and ordinary resolution number 2, being 453 272 200 Shares;
- the total number of Shares in issue as at the date of the General Meeting (excluding the Shares held by
AEI, Friedshelf, the Hollard Group and the Arcadia Trust) for ordinary resolution number 1, being
153 738 896 Shares;
- the total number of Shares in issue as at the date of the General Meeting (excluding the Shares held by
Management Subscribers and their Associates) for ordinary resolution number 3, being 450 986 472
Shares; and
- the total number of Shares in issue as at the date of the General Meeting (excluding the Shares held by
the Excluded Shareholders) for ordinary resolution number 4, being 30 633 788 Shares.
2. As a percentage of the total number of Shares voted on the resolution at the General Meeting.
3. The total number of Shares in issue as at the date of the General Meeting was 453 272 200 Shares, with zero
Shares held in treasury.
4. No resolutions were added or amended at the General Meeting.
3. UPDATE REGARDING THE OFFER CONDITIONS, THE MAXIMUM ACCEPTANCES CONDITION AND THE SPECIFIC ISSUES
3.1. Shareholders are advised that, following the approval of the Resolutions at the General
Meeting, all Offer Conditions have now been fulfilled and accordingly the Offer has become
unconditional. The Offer, however, remains subject to the non-fulfilment of the Maximum
Acceptances Condition. Shareholders are further advised that the Maximum Acceptances
Condition remains unfulfilled to date and that a further announcement in this regard will be
made following the closing of the Offer. Should the Maximum Acceptances Condition not be
fulfilled, then the Offer will be implemented on Monday, 29 June 2026 in accordance with the
salient dates and times in the Circular.
3.2. Shareholders are further advised that, following the approval of the Resolutions at the General
Meeting, all conditions to the AEI Specific Issue have now been fulfilled and accordingly the
AEI Specific Issue has become unconditional and will be implemented on Monday, 22 June
2026 in accordance with the salient dates and times in the Circular.
3.3. Shareholders are also advised that, following the approval of the Resolutions at the General
Meeting, the Management Specific Issue still remains subject to the fulfilment of certain
conditions. Should these conditions be fulfilled, then the Management Specific Issue will be
implemented on Tuesday, 30 June 2026 in accordance with the salient dates and times in the
Circular.
3.4. A further announcement confirming the results of the Offer, the non-fulfilment of the Maximum
Acceptances Condition and the fulfilment of the remaining conditions to the Management
Specific Issue will be announced on SENS on the Offer Closing Date after the closing of the
Offer.
4. CONFIRMATION OF FINAL OFFER CONSIDERATION
Shareholders are advised that the final Offer Consideration payable for each Offer Share, in
respect of which a valid acceptance has been received from an Offer Participant, remains R19.90
(subject to any withholding by the Company for taxes, if applicable), as previously announced on
SENS on 30 April 2026 and as stated in the Circular, given that the payment date will be Monday,
29 June 2026 if the Maximum Acceptances Condition is not fulfilled.
Johannesburg
12 June 2026
Corporate Advisor and Sponsor: Valeo Capital Proprietary Limited
Legal Advisor: Cliffe Dekker Hofmeyr Incorporated
Date: 12-06-2026 04:00:00
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