COMBINED MOTOR HOLDINGS LIMITED - Notice of Shareholders in terms of section 45(5) of the Companies Act

Notice of Shareholders in terms of section 45(5) of the Companies Act

Combined Motor Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1965/000270/06)
JSE share code: CMH ISIN number: ZAE000088050
("CMH" or "the Company")

NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT (the “Act”)

At the Annual General Meeting of the Company held on 26 May 2016, shareholders authorised the
Directors, by way of special resolution, to bind the Company in the provision of direct or indirect
financial assistance to a related company.

The Board confirms that on 12 October 2016 it authorised the provision by the Company of financial
assistance as contemplated in section 45 of the Act, by way of a guarantee in favour of Absa Bank
Limited for the obligations of CMH Car Hire Proprietary Limited, Datcentre Motors Proprietary Limited,
Kempster Sedgwick Proprietary Limited, Whitehouse Motors Proprietary Limited, CMH Green Machine
Proprietary Limited and Mandarin Motors Proprietary Limited (“the Subsidiaries”), to Absa Bank
Limited. The guarantee is limited to R469 680 000.

Before passing the above mentioned resolution, the Board was satisfied that:

    -   immediately after the provision of the financial assistance, the Company will satisfy the
        “Solvency and Liquidity Test” as contemplated in section 4 of the Act;
    -   the terms under which the financial assistance is to be given are fair and reasonable to the
        Company;
    -   to the extent that the Company’s constitutional document contains any conditions or
        restrictions in respect of the granting of the financial assistance, such conditions or restrictions
        have been or will be satisfied; and
    -   the provisions of section 45 of the Act have been complied with by the Company.

The Board believes that the Subsidiaries have adequate resources to meet their obligations, and the
guarantee will not be invoked.

The Board would like to emphasise that the granting of financial assistance by and to companies
within the CMH Group is a standard practice that has been consistently applied over many years.

CMH will be delivering a copy of this announcement to shareholders recorded in the register on 12
October 2016.


Durban
18 October 2016

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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