MAHUBE INFRASTRUCTURE LIMITED - Detailed cautionary announcement

Detailed cautionary announcement

Mahube Infrastructure Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06)
ISIN: ZAE000290763
JSE code: MHB
("Mahube" or the "Company")




DETAILED CAUTIONARY ANNOUNCEMENT


Shareholders of Mahube ("Shareholders") are advised that the Company has received a proposal from
a third-party offeror ("Offeror") in relation to its proposed acquisition (the "Proposed Transaction")
of all of the issued ordinary shares in Mahube (each a "Share") held by Shareholders, other than Shares
held by certain excluded Shareholders ("Excluded Shareholders").

The Proposed Transaction contemplates -

1       a cash offer by the Offeror to acquire all of the Shares in Mahube (other than the Shares held
        by the Excluded Shareholders) by way of a scheme of arrangement ("Scheme of
        Arrangement") in terms of section 114(1) of the Companies Act, No. 71 of 2008, as amended
        ("Companies Act"); and

2.      the subsequent delisting of Mahube's Shares from the exchange operated by the JSE Limited.


The board of directors of the Company has constituted an independent board of directors as required
in terms of the Companies Act and Companies Regulations, 2011 ("Independent Board") to consider
and engage with the Offeror in relation to the Proposed Transaction.

The Independent Board accepts responsibility for the information contained in this announcement as
it pertains to the Company. To the best of the Independent Board's knowledge and belief, the
information contained in this announcement is true and nothing has been omitted which is likely to
affect the importance of the information included.

Shareholders will be provided with further details in relation to the Proposed Transaction and related
parameters in due course, if and when a firm intention to make an offer in respect of the Proposed
Transaction is received by the Company from the Offeror.

This announcement does not constitute an offer, undertaking or firm intention to make an offer to
Mahube Shareholders by any party.

Shareholders are advised to exercise caution when dealing in the Company's Shares until a further
announcement in this regard is made.

Sandton
26 August 2025

                                                                                                     
Corporate Advisor and Sponsor to Mahube          Legal Advisor to Mahube
Questco Corporate Advisory Proprietary Limited   Werksmans Attorneys




                                                                         

Date: 26-08-2025 03:45:00
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