BELL EQUIPMENT LIMITED

(Incorporated in the Republic of South Africa) Registration number 1968/013656/06 Share code: BEL ISIN: ZAE000028304 (“ Bell Equipment ” or “ the Company ”)

IA BELL AND COMPANY PROPRIETARY LIMITED

(Incorporated in the Republic of South Africa) Registration number 1964/005775/07 (“ IAB ” or “ the Offeror ”)

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DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE CONVENING A GENERAL MEETING OF BELL EQUIPMENT SHAREHOLDERS

1. INTRODUCTION

1.1 Shareholders are referred to the joint firm intention announcement (“ Firm Intention Announcement ”) by Bell Equipment and IAB released on the Stock Exchange News Service of the JSE Limited on Monday, 15 July 2024 and published in the South African press on Tuesday, 16 July 2024. Terms as defined in the Firm Intention Announcement are used in the remainder of this announcement unless otherwise stated.
1.2 As inter alia set out in the Firm Intention Announcement Bell Equipment and IAB had entered into an Implementation Agreement on 12 July 2024 in terms of which IAB agreed to express a firm intention to make an offer (“ IAB Offer ”) to acquire, by way of the Scheme, all of the Bell Equipment Shares from Shareholders, save for 32 233 Treasury Shares, 67 040 093 Shares owned by IAB and 14 169 896 Shares held by certain Shareholders who are related to the founding family of Bell Equipment, and certain third parties, collectively Concert Parties and Excluded Shareholders for purposes of the IAB Offer, for a cash amount equal to R53.00 (or 5 300 cents) per Scheme Share.

2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

Shareholders are hereby advised that the Circular providing full details of the IAB Offer and the Scheme, which includes, inter alia , the report by the Independent Expert, the opinion and recommendations of the Independent Board, a notice to convene the General Meeting (“ Notice of General Meeting ”), a form of proxy (“ Proxy Form ”) and the other necessary forms to give effect to the Scheme, has been distributed to Shareholders today, Tuesday, 13 August 2024. The Circular is also available on the Company’s website at www.bellir.co.za.

3. NOTICE OF GENERAL MEETING

3.1 Notice is hereby given that the General Meeting of Bell Equipment Shareholders will be held at 10:00 on Thursday, 12 September 2024, to be conducted by way of electronic communication to consider and, if deemed fit, to approve, with or without modification, the resolutions set out in the Notice of General Meeting (“ Resolutions ”).
3.2 To this end, the Company has retained the services of The Meeting Specialist Proprietary Limited (“ TMS ”) to remotely host the General Meeting on an interactive electronic platform in order to enable remote participation by Shareholders or their proxies.
3.3 Shareholders are referred to the ‘Action required by Shareholders in relation to the Scheme’ section of the Circular, commencing on page 5 thereof, which sets out the details regarding electronic participation at the General Meeting.

4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME

Shareholders are referred to the table below setting out the important dates and times relating to the Scheme.

2024

Record date to determine which Shareholders are entitled to receive the Circular on

Circular distributed to Shareholders and notice convening the General Meeting released on SENS on

Notice of General Meeting published in the South African press on

Last day to trade in order to be recorded in the Register on the Scheme Voting Record Date in order to be eligible to vote at the General Meeting on

Scheme Voting Record Date being 17:00 on

For administrative purposes only, Forms of Proxy to be lodged with TMS by 10:00 on

Forms of Proxy emailed to TMS (for the attention of the chairperson of the General Meeting) to be received via email and provided to the chairperson, at any time before the proxy exercises any rights of the Shareholder at the General Meeting on

Last date and time for Shareholders to give notice to Bell Equipment objecting, in terms of section 164(3) of the Companies Act, to the Scheme Resolution to be able to invoke Appraisal Rights by 10:00 on

General Meeting of Shareholders to be held at 10:00 on

Results of General Meeting released on SENS on

Results of General Meeting published in the South African press on

Friday, 2 August

Tuesday, 13 August Wednesday, 14 August

Tuesday, 3 September Friday, 6 September

Tuesday, 10 September

Thursday, 12 September

Thursday, 12 September Friday, 13 September

If the Scheme is approved by Shareholders at the General Meeting:

Last date for Shareholders who voted against the Scheme Resolution to require Bell Equipment to seek Court approval for the Scheme Resolution in terms of section 115(3)(a) of the Companies Act (where applicable) on

Last date for Shareholders who voted against the Scheme Resolution to apply to Court for leave to apply for a review of the Scheme Resolution in terms of section 115(3)(b) of the Companies Act on

Last date for Bell Equipment to send objecting Shareholders notices of the adoption of the Scheme Resolution in accordance with section 164(4) of the Companies Act

Thursday, 19 September

Friday, 27 September

The following dates assume that all conditions precedent to the Scheme are fulfilled or, where applicable, waived and that neither Court approval nor the review of the Scheme Resolution is required and will be confirmed in the finalisation announcement:

Issue of the compliance certificate by the TRP with respect to the Scheme in terms of section 121(b) of the Companies Act on

Scheme Finalisation Date announcement expected to be released on SENS by 11:00 on

Scheme Finalisation Date announcement expected to be published in the South African press on

Scheme Last Day to Trade expected to be 17:00 on

Trading in Bell Equipment Shares on the JSE suspended from commencement of trade expected to be on

Monday, 30 September

Tuesday, 1 October

Wednesday, 2 October Tuesday, 8 October

Wednesday, 9 October

Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration expected to be on

Scheme Implementation Date expected to be on

Scheme Consideration payment to Dematerialised Shareholders expected to be on

Scheme Consideration payment to Certificated Shareholders to take place within five Business Days of (assuming surrender of Documents of Title and duly completed Form of Surrender and Transfer ( green ))

Termination of listing of Bell Equipment Shares on the JSE at commencement of trade expected to be on

Friday, 11 October Monday, 14 October

Monday, 14 October

Tuesday, 15 October

Notes:

The above dates and times are subject to such changes as may be agreed to by Bell Equipment and the Offeror and approved by the Takeover Panel and/or the JSE, if required.
Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with TMS, First Floor, JSE Building, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196 or at [email protected], to be received, for administrative purposes, by no later than 10:00 on Tuesday, 10 September 2024 or (ii) thereafter emailed to TMS at the aforementioned email address (for the attention of the chairperson of the General Meeting) at any time before the proxy exercises any rights of the Bell Equipment Shareholder at such General Meeting.
Bell Equipment Shareholders should note that, as trade in Bell Equipment Shares on the JSE is settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after the date of such trades. Therefore, Bell Equipment Shareholders who acquire Shares on the JSE after the voting last day to trade, expected to be on Tuesday, 3 September 2024 and being the last day to trade in Bell Equipment Shares so as to be recorded in the Register on the Scheme Voting Record Date, will not be entitled to vote at the General Meeting.
Bell Equipment Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 4 to the Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.
The exercise of Appraisal Rights may result in changes to the above salient dates and times and Bell Equipment Shareholders will be notified separately of the applicable dates and times resulting from any such changes.
Bell Equipment Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to require the approval of a Court for the Scheme should refer to Annexure 4 to the Circular which includes an extract of section 115 of the Companies Act. Should Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out above may change, in which case an updated timetable will be released on SENS.
Dematerialised Shareholders, other than those with Own-Name Registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.
No Dematerialisation or rematerialisation of Bell Equipment Shares may take place from the commencement of business on the Business Day following the Scheme Last Day to Trade. The Scheme Last Day to Trade is expected to be on Tuesday, 8 October 2024.
If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
Although the salient dates and times are stated to be subject to change, such statement shall not be regarded as consent or dispensation for any change to time periods which may be required in terms of the Companies Act, the Companies Regulations and the JSE Listings Requirements, where applicable, and any such consents or dispensations must be specifically applied for and granted.
All times referred to in this announcement and in the Circular are references to South African Standard Time.

5. TAX IMPLICATIONS FOR BELL EQUIPMENT SHAREHOLDERS

The tax position of a Bell Equipment Shareholder in terms of the Scheme is dependent on such Shareholder’s individual circumstances, including but not limited to whether it holds the Bell Equipment Shares as capital assets or as trading stock, whether the Shares are held by a Collective Investment

Scheme or Pension Fund and the tax jurisdiction in which the Shareholder is resident. It is recommended that Bell Equipment Shareholders seek appropriate tax advice in this regard, including without limitation as to whether capital gains tax applies.

6. RESPONSIBILITY STATEMENTS

6.1 The Independent Board (to the extent that the information relates to Bell Equipment) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to Bell Equipment is true and this announcement does not omit anything that is likely to affect the importance of such information.
6.2 The board of directors of IAB (to the extent that the information relates to IAB and the Excluded Shareholders) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to IAB is true and this announcement does not omit anything that is likely to affect the importance of such information.

Richards Bay 13 August 2024

Corporate Advisor and Transaction Sponsor to Bell Equipment

Legal Advisor to Bell Equipment

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Corporate Advisor to IAB

Legal Advisor to IAB

Independent Expert

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AI assistant

BELL EQUIPMENT LIMITED Proxy Solicitation & Information Statement 2024

48678_rns_2024-08-15_35fb056a-1a8f-4601-ac46-982ef78613bd.pdf