METTLE INVESTMENTS LIMITED - Impact of COVID 19 on the General Meeting of Mettle Shareholders in respect of the Proposed Scheme

Impact of COVID 19 on the General Meeting of Mettle Shareholders in respect of the Proposed Scheme

Mettle Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE
ISIN: ZAE000257622
("Mettle” or "the Company")

Genfin Holdings Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/358979/07)
("Genfin” or "the Offeror")

IMPACT OF COVID 19 ON THE GENERAL MEETING OF METTLE SHAREHOLDERS IN RESPECT OF THE PROPOSED SCHEME

1.   Introduction

     Shareholders are referred to the announcements released on SENS by Mettle and Genfin on
     6 February 2020 and 4 March 2020 and also to the circular dated 4 March 2020 (“the Circular”),
     which was posted to Mettle Shareholders (“Shareholders”) and made available on the Company’s
     website, regarding an offer by Genfin to acquire all of the issued shares of the Company (“Shares”)
     that it does not own, other than the Shares held by certain Shareholders, by way of a scheme of
     arrangement (“the Scheme”).

     On Monday, 23 March 2020, the South African President, Mr Cyril Ramaphosa, proposed
     measures to contain the spread of COVID-19 within South Africa, the most prominent of which is
     the national 21-day lockdown effective midnight, on Thursday, 26 March 2020. In response to
     these measures, Shareholders are advised that attendance of the general meeting of Shareholders
     (“the General Meeting”) in respect of the Scheme to be held on Thursday, 2 April 2020 may now
     only be electronic, via a teleconference facility (“the Teleconference Facility”).

2.   Electronic participation at the General Meeting

     All Shareholders, or their proxies, wishing to attend the General Meeting via the Teleconference
     Facility must make application to do so by completing the application form attached to the Circular
     and delivering it to the Company Secretary by email to cosec@mettle.net as soon as possible, but
     in any event by no later than 14:00 on Monday, 30 March 2020.

     The application should include all relevant contact details of the Shareholder, including an email
     address, cellular number and land line, as well as full details of the Shareholder’s title to the Shares,
     proof of identity and ownership in the form of a certified copy of identity document and share
     certificate/s (in the case of Certificated Shareholders) or written confirmation from the
     Shareholder’s CSDP confirming the Shareholder’s title to the Dematerialised Shares (in the case
     of Dematerialised Shareholders), respectively.

     Upon receipt of the required information, the Shareholder concerned will be provided with
     instructions on how to access the Teleconference Facility.

3.   Voting at the General Meeting

     Shareholders who participate in the General Meeting through the Teleconference Facility must
     note that they will not be able to vote at the General Meeting through the Teleconference Facility.
     Should such Shareholders wish to have their vote counted at the General Meeting, they must follow
     the instructions for voting contained in the Circular as they pertain to Shareholders who hold their
     Shares in certificated form or those who hold their Shares in dematerialised form, as the case may be.


Cape Town
25 March 2020

Joint Corporate Advisor and Transaction Designated                         Joint Corporate Advisor
                     Advisor
               Questco Proprietary Limited                       Mettle Corporate Finance Proprietary Limited


             Legal Advisor to the Company                               Legal Advisor to the Offeror
                Cliffe Dekker Hofmeyr Inc                       Edward Nathan Sonnenbergs Inc t/a ENSafrica


                  Independent Expert
            Nodus Capital Proprietary Limited

Date: 25-03-2020 04:10:00
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