METAIR INVESTMENTS LIMITED - Update regarding the early retirement of, and consultancy arrangement with, the chief executive officer

Update regarding the early retirement of, and consultancy arrangement with, the chief executive officer

Metair Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1948/031013/06)
ISIN: ZAE000090692
Share code: MTA
(“Metair” or the “Company” or the “Group”)

UPDATE REGARDING THE EARLY RETIREMENT OF, AND CONSULTANCY ARRANGEMENT
WITH, THE CHIEF EXECUTIVE OFFICER

INTRODUCTION

Metair shareholders (“Shareholders”) are referred to the announcement published on SENS on
28 May 2020 (“Announcement”), wherein Shareholders were, inter alia, advised that:

-   Mr CT Loock had decided to take early retirement and accordingly would step down as Chief
    Executive Officer of Metair, and Chairman and non-executive director of all local and international
    Metair subsidiaries and associated companies, with effect from 31 December 2020 (“Early
    Retirement”); and

-   the Company and Mr Loock were contemplating an arrangement whereby Mr Loock would provide
    consultancy services to the Company following his retirement (“Consultancy Arrangement”).

EARLY RETIREMENT

Further to the Announcement, Shareholders are advised that, notwithstanding Mr Loock’s Early
Retirement, the Company and Mr Loock have agreed that Mr Loock will remain as a non-executive
director on the board of directors of Hesto Harness Proprietary Limited, a subsidiary of Metair, for the
duration of the Consultancy Term (as defined below).

CONSULTANCY ARRANGEMENT

Shareholders are advised that on 18 August 2020 (“Signature Date”), the Company and Mr Loock (the
“Parties”) entered into a consultancy agreement (“Consultancy Agreement”), whereby the Parties have
agreed that Mr Loock will provide consultancy services, including the provision of guidance and advice to,
inter alia, the Company and its subsidiaries (“Services”), following Mr Loock’s Early Retirement. The
Consultancy Agreement will commence on 1 January 2021 and will terminate on 31 December 2022
(“Original Term”), or an earlier date if terminated by the Company in accordance with the provisions of
the Consultancy Agreement (“Consultancy Term”) as set out below. The Consultancy Agreement is not
subject to any outstanding conditions precedent.

Metair believes that the Consultancy Agreement will, inter alia, enable the Company to retain the benefit
of Mr Loock’s technical expertise and many years of experience in the automotive industry and manage
the transition of the Group’s key relationships with original equipment manufacturers (OEMs), technical
partners, dealerships, key customers and other business partners following his Early Retirement.

Pursuant to the Consultancy Agreement, Mr Loock will be required to devote at least 25% of his time
during business hours in each calendar month (or if agreed between the Parties, on average, at least
25% of his time during business hours over a calendar year) for the duration of the Consultancy Term to
the rendering of the Services, together with such additional time, if any, as may be necessary for the
proper rendering of the Services.

As consideration for rendering the Services, the Company will pay Mr Loock a total aggregate fee of
R7.5 million (exclusive of VAT), payable monthly in arrears (in equal monthly payments), over the Original
Term (“Consultancy Fee”). Furthermore, the Company shall refund any reasonable disbursements
made, or expenses incurred, by Mr Loock in connection with rendering the Services, up to a maximum
amount of, in aggregate, R245 000 over the Consultancy Term.

The Company shall be entitled to terminate the Consultancy Agreement at any time during the Original
Term:

-   upon providing 30 day’s prior written notice to Mr Loock, in which event the balance of the
    Consultancy Fee over the remaining Original Term shall become due and payable, in accordance
    with the provisions of the Consultancy Agreement; or
-   with immediate effect, upon providing written notice to Mr Loock, should Mr Loock, inter alia, be in
    material breach of any terms of the Consultancy Agreement, in which event the balance of the
    Consultancy Fee over the remaining Original Term shall be forfeited.

In terms of the JSE Limited Listings Requirements (“Listings Requirements”), Mr Loock is a related
party to Metair, as contemplated in paragraph 10.1(b)(ii) of the Listings Requirements, and accordingly,
the Consultancy Agreement amounts to a related party transaction in terms of paragraph 10.1(a) of the
Listings Requirements. However, pursuant to a ruling provided by the JSE Limited and the application of
the categorisation provisions contemplated in the Listings Requirements, the Consultancy Agreement
falls below the “small related party transaction” categorisation threshold and therefore the information
relating thereto and included in this announcement is provided for information purposes only.


Johannesburg
18 August 2020

Sponsor
One Capital

Attorneys
Cliffe Dekker Hofmeyr Inc.

Date: 18-08-2020 03:30:00
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