REMGRO LIMITED - Amendment to terms of transaction between CIVH and Vodacom

Amendment to terms of transaction between CIVH and Vodacom

REMGRO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1968/006415/06)
JSE and A2X Share code: REM
ISIN: ZAE000026480
("Remgro" or the "Company")

AMENDMENT TO TERMS OF TRANSACTION BETWEEN CIVH AND VODACOM

Shareholders are referred to the announcements released by Remgro on 10 November 2021 and 15 May
2023 in relation to the transaction concluded between Community Investment Ventures Holdings
Proprietary Limited ("CIVH") and Vodacom Proprietary Limited ("Vodacom") ("Terms Announcement").

Unless otherwise defined herein, capitalised terms used in this announcement bear the meaning ascribed
thereto in the Terms Announcement.

On completion of the Transaction, Vodacom will hold an equity interest of between 30% and 40% in a newly
formed entity ("InfraCo" since renamed Maziv Proprietary Limited ("Maziv")) that will house the material
assets owned by CIVH, including Vumatel and DFA, as well as certain fibre assets which Vodacom will
contribute into Maziv, as detailed in the Terms Announcement.

Shareholders are advised that the Longstop Date has been extended from 30 November 2023 to 29
November 2024. No amendments have been made to the mechanism to determine the Transaction Share
Price as contained in the SENS announcement dated 15 May 2023. The Transaction remains subject to
the approval of the South African competition authorities.

Vodacom also has an option to acquire an additional 10% stake in Maziv, the VC Call Option as
contemplated in paragraph 3.2.3 of the Terms Announcement, within 6 weeks of fulfilment of the last
Condition Precedent (6 months in the November 2021 agreement). The pricing mechanism of the Call
Option price will be aligned to be the same as the Transaction Share Price.

Stellenbosch
28 November 2023

JSE Sponsor – RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Remgro and IEI legal advisor – ENSafrica

Date: 28-11-2023 03:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.