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Results of the Scheme Meeting
Mahube Infrastructure Limited Sustent Holdings (RF) Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06) (Registration number: 2024/726313/07)
ISIN: ZAE000290763 (the "Offeror" or "Sustent")
JSE code: MHB
(the "Company" or "Mahube")
RESULTS OF THE SCHEME MEETING
Unless otherwise defined in this announcement, words and expressions contained herein shall have
the same meanings as assigned to them in the circular to Mahube Shareholders dated 13 March
2026 ("Scheme Circular").
1. INTRODUCTION
Mahube Shareholders are referred to the Firm Intention Announcement released on SENS on 9
December 2025 and the Scheme Circular wherein Shareholders were advised that Mahube had
entered into the Scheme Implementation Agreement in terms of which, inter alia, the Offeror had
expressed its firm intention to make a cash Offer of ZAR5.50 per Mahube Share to acquire
Shares held by certain Shareholders by way of a scheme of arrangement in accordance with
section 114(1)(c) of the Companies Act (read with section 115 of the Companies Act), to be
proposed by Mahube to Shareholders ("Scheme").
Mahube Shareholders are further referred to the announcement released on SENS on 15 April
2026 wherein Shareholders were advised that Mahube and Sustent had entered into an
addendum to the Scheme Implementation Agreement in terms of which, inter alia, the Scheme
Consideration had been increased from ZAR5.50 to ZAR6.00 per Mahube Share.
2. RESULTS OF THE SCHEME MEETING
The Scheme Meeting was held at 12:00 on Monday, 11 May 2026, for the purpose of considering
and, if deemed fit, passing with or without modification the resolutions required to be approved
by Shareholders in order to authorise and implement the Scheme ("Scheme Resolutions").
The Scheme Resolutions were not approved by the requisite majorities of Mahube Shareholders
entitled to vote thereon, and therefore the Scheme will not be implemented.
The results of the Scheme Resolutions are set out below:
Resolution Total number of Percentage of Percentage of Percentage of
Mahube Shares votes for the votes against the abstentions
voted resolution resolution
Special 34 218 772 34.33563% 65.66437% 0.00000%
Resolution
Number 1:
Approval of the
Scheme in terms
of sections 114
and 115 of the
Companies
Act by Mahube
Shareholders
Special 34 218 772 41.26031% 58.73969% 0.00000%
Resolution
Number 2:
Revocation of
Special Resolution
Number 1
Ordinary 34 218 772 34.33563% 65.66437% 0.00000%
Resolution
Number 1:
Implementation
The total number of Mahube Shares in issue as at the date of the Scheme Meeting was
55 151 000.
Abstentions are presented as a percentage of shares entitled to vote at the Scheme Meeting.
The Offeror and its deemed concert parties, directly or indirectly, hold 19 247 699 or
approximately 34.9% of the issued ordinary shares of Mahube and were excluded from voting
on Scheme Resolutions.
The Excluded Shareholders as disclosed on page 14 of the Circular did not vote on the
Scheme Resolutions.
The total number of Mahube Shares that were present in person/represented by proxy and
entitled to vote on the special and ordinary resolutions at the Scheme Meeting was 34 218 772,
being 62.05% of the total number of Mahube Shares in issue and 95.31% of the total number of
Mahube Shares entitled to vote at the Scheme Meeting.
3. RESPONSIBILITY STATEMENTS
Mahube
The Independent Board (to the extent that the information relates to Mahube) individually and
collectively accepts full responsibility for the accuracy of the information contained in this
announcement. In addition, the Independent Board certifies that to the best of its knowledge and
belief, the information contained in this announcement is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein or which
would make any statement false or misleading, and that all reasonable enquiries to ascertain
such information have been made and this announcement contains all information required by
law and the JSE Listings Requirements.
Offeror
The board of directors of the Offeror (to the extent that the information relates to the Offeror)
individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the board of directors of the Offeror certifies that to
the best of its knowledge and belief, the information contained in this announcement is true and,
where appropriate, does not omit anything that is likely to affect the importance of the information
contained herein or which would make any statement false or misleading, and that all reasonable
enquiries to ascertain such information have been made and this announcement contains all
information required by law.
Sandton
12 May 2026
Transaction Advisor to the Offeror
PSG Capital
Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr
Corporate Advisor and Sponsor to Mahube
Questco Corporate Advisory
Legal Advisor to Mahube
Werksmans Attorneys
Independent Expert
Merchantec Capital
Date: 12-05-2026 05:37:00
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