MAHUBE INFRASTRUCTURE LIMITED — M&A Activity 2026

Apr 15, 2026

MAHUBE

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

Sustent Holdings (RF) Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2024/726313/07)
(the "Offeror" or "Sustent")

AMENDMENTS TO SCHEME TERMS AND POSTPONEMENT OF THE SCHEME MEETING TO APPROVE THE SCHEME

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

We refer to the announcement published on SENS on 13 March 2026 advising Mahube Shareholders of, inter alia, the dates and time applicable to the Scheme and, in particular, the Scheme Meeting.

Shareholders are hereby advised that the Scheme Meeting has been postponed to Monday, 11 May 2026.

2. AMENDMENT OF SCHEME TERMS

We are pleased to advise that Mahube and Sustent have entered into an addendum to the Scheme Implementation Agreement in terms of which:

• the Scheme Consideration has been increased from ZAR5.50 to ZAR6.00 per Mahube Share;
• the Scheme Consideration will no longer be subject to any adjustment for dividends paid which are normal as to timing and amount; and
• the date for the fulfilment or waiver (to the extent legally permissible) of the Scheme Conditions has been extended to 17:00 on 31 July 2026;

collectively, "the Amended Scheme Terms".

3. THE SCHEME MEETING

In order for Mahube Shareholders to be afforded additional time to consider the Amended Scheme Terms, the Scheme Meeting will now be held at 12:00 on Monday, 11 May 2026 at African Pride Melrose Arch Hotel, 1 Melrose Blvd, Melrose Arch, Johannesburg, 2196 and virtually by way of electronic communication, 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").

---

4. SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME

The salient dates and times relating to the Scheme and its implementation are set out below:

	2026
Last day to trade in Mahube Shares in order to be recorded in the securities register to vote at the Scheme Meeting (Voting Last Day to Trade) on (refer to note 3 below)	Friday, 24 April
Record date for Shareholders to be recorded in the securities register in order to be eligible to attend and participate in the Scheme Meeting, being the Scheme Voting Record Date, by close of trade on	Thursday, 30 April
For administrative purposes only, forms of proxy to be lodged with the transfer secretaries by 12:00 on	Thursday, 7 May
Forms of proxy emailed to the transfer secretaries (for the attention of the chairperson of the Scheme 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 Scheme Meeting on	Monday, 11 May
Last date and time for Shareholders to give notice to Mahube objecting, in terms of section 164(3) of the Companies Act, to the Scheme Resolutions to be able to invoke appraisal rights by 12:00 on	Monday, 11 May
Scheme Meeting to be held at 12:00 on	Monday, 11 May
Results of Scheme Meeting released on SENS on	Monday, 11 May
Results of Scheme Meeting expected to be published in the South African press on or about	Tuesday, 12 May
If the Scheme is approved by Shareholders at the Scheme Meeting:
Last date for Shareholders who voted against the Scheme Resolutions to require Mahube to seek court approval for the Scheme Resolutions in terms of section 115(3)(b) of the Companies Act (where applicable) on	Monday, 18 May
Last date for Shareholders who voted against the Scheme Resolutions to apply to Court for leave to apply for a review of the Scheme Resolutions in terms of section 115(3)(b) of the Companies Act on	Monday, 25 May
Last date for Mahube to send objecting Shareholders notices of the adoption of the Scheme Resolutions in accordance with section 164(4) of the Companies Act on	Monday, 25 May

---

Assuming that all the Scheme Conditions are fulfilled or waived (to the extent legally permissible) and that neither court approval nor the review of the Scheme is required:
Issue of the compliance certificate by the Takeover Panel with respect to the Scheme in terms of section 121(b) of the Companies Act on	Thursday, 25 June
Scheme finalisation date announcement expected to be released on SENS by 11:00 on	Friday, 26 June
Scheme finalisation date announcement expected to be published in the South African press on or about	Monday, 29 June
Expected last day to trade, being the last day to trade Mahube Shares on the JSE in order to participate in the Scheme (Scheme Last Day to Trade)	Tuesday, 7 July
Trading in Mahube Shares on the JSE expected to be suspended from commencement of trade on or about	Wednesday, 8 July
Expected Scheme Consideration record date, being the date on which Scheme Participants must be recorded in the securities register to receive the Scheme Consideration, in order to receive the Scheme Consideration on Monday, 13 July 2026, expected to be by close of trade on	Friday, 10 July
Expected last date by which Scheme Participants must validly make the Exit Election and/or the Continuation Election in respect of the Scheme Shares, failing which Scheme Participants will be deemed to have made the Exit Election in respect of those Shares, in which event Sustent will acquire all those Shares in terms of section 114(1)(c) of the Companies Act if the Scheme becomes Operative, on or prior to 12:00 on	Friday, 10 July
Expected Operative Date on	Monday, 13 July
Scheme Consideration expected to be sent by electronic fund transfer to Scheme Participants who are certificated Mahube Shareholders and who have lodged their form of election and surrender with the transfer secretaries on or prior to 12:00 on the Scheme Consideration record date, on	Monday, 13 July
Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or broker) credited with the Scheme Consideration on	Monday, 13 July
Expected date for termination of the listing of Mahube Shares in terms of the Scheme at the commencement of trade on the JSE	Tuesday, 14 July

---

Notes:

1. The above dates and times are subject to such changes as may be agreed to by Mahube and approved by the Takeover Panel and/or the JSE, if required. If all the Scheme Conditions are not fulfilled or, where applicable, waived by Tuesday, 23 June 2026 (or if all conditions precedent to the Scheme are fulfilled or, where applicable, waived on a day before Tuesday, 23 June 2026), an updated timetable will be released on SENS.

2. Completed forms of proxy and the authority (if any) under which they are signed must be (i) lodged with, posted or emailed to the transfer secretaries ("Computershare") at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132), or proxy@computershare.co.za, to be received by them no later than 12:00 on Thursday, 7 May 2026 or (ii) thereafter emailed to Computershare at the aforementioned email address (for the attention of the chairperson of the Scheme Meeting) at any time before the proxy exercises any rights of the Shareholder at such Scheme Meeting.

3. Shareholders should note that, as trade in Mahube Shares on the JSE is settled in the electronic settlement system used by Strate Proprietary Limited, settlement of trades takes place 3 business days after the date of such trades. Therefore, Shareholders who acquire Mahube Shares on the JSE after the voting last day to trade, expected to be on Friday, 24 April 2026 being the last day to trade in Mahube Shares so as to be recorded in the securities register on the Scheme Voting Record Date, will not be entitled to vote at the Scheme Meeting.

4. Shareholders who wish to exercise their appraisal rights are referred to Annexure 4 of the Scheme Circular for purposes of determining the relevant timing for the exercise of their appraisal rights.

5. The exercise of appraisal rights may result in changes to the above salient dates and times and Shareholders will be notified separately of the applicable dates and times resulting from any such changes.

6. 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 of the Scheme 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.

7. Dematerialised Shareholders, other than those with own-name registration, must provide their CSDP or broker with their instructions for voting at the Scheme 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.

8. If the Scheme Meeting is adjourned or postponed, the above dates and times will change, but the forms of proxy submitted for the initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.

9. Mahube Shareholders should note that there may be no dematerialisation or rematerialisation of Mahube Shares after Tuesday, 7 July 2026, which is the expected last day to trade in order to participate in the Scheme.

10. 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 Requirements, where applicable, and any such consents or dispensations must be specifically applied for and granted.

11. All times referred to in this announcement are references to South African Standard Time.

---

1. 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
15 April 2026

Transaction Advisor to the Offeror

PSG Capital

Legal Advisor to the Offeror

CDH
CLIFFE DEKKER HOFMEYR

Cliffe Dekker Hofmeyr

---

Corporate Advisor and Sponsor to Mahube

questco
CORPORATE ADVISORY

Questco Corporate Advisory

Legal Advisor to Mahube

Werksmans Attorneys

Independent Expert

Merchantec Capital