ALARIS HOLDINGS LIMITED - Results Of The General Meeting

Results Of The General Meeting

 ALARIS HOLDINGS LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number: 1997/011142/06)
 Share code: ALH
 ISIN: ZAE000201554
 ("Alaris" or "the Company")

RESULTS OF THE GENERAL MEETING

Shareholders are referred to the announcement released on SENS on 11 October 2021
regarding the firm intention of Tadvest Limited, CRH Investments Proprietary Limited,
Conexus Investment Fund Proprietary Limited, Brazen Force Investments Proprietary Limited
acting as trustees for the Brazen Force Investment Trust, Nguni Investments Proprietary
Limited and Chauke Investments Proprietary Limited (collectively, the "Consortium" or
"Offerors") to make an offer to acquire all ordinary shares in Alaris (excluding treasury
shares)(“Ordinary Shares”), other than any Ordinary Shares held by the Consortium, and
their concert parties (“the Scheme”).

Shareholders are also referred to the announcement released on SENS on 19 November 2021
relating to the distribution of the circular to Alaris shareholders containing details of the
Consortium’s offer, and incorporating a notice of general meeting (“Circular”).

Shareholders are hereby advised that at the general meeting (“GM”) of the Company held
electronically today, 21 December 2021 at 12h00, all the resolutions to approve the Scheme
were passed by the requisite majorities of the Company’s shareholders.

Details of the results of the voting at the GM are as follows:


                                              Votes
                           Votes for         against
                          resolution      resolution                      Number of      Number of
                                as a            as a                         shares         shares
                          percentage      percentage                    voted at GM      abstained
                            of total        of total                           as a           as a
 Resolutions               number of       number of        Number of     percentage    percentage
 proposed at the             shares          shares            shares   of shares in   of shares in
 GM                     voted at GM     voted at GM       voted at GM         issue*        issue*
 
 Special
 Resolution
 Number 1:
 Approval of the
 Scheme in terms of
 sections 114 and
 115 of the
 Companies Act by
 Alaris Shareholders         99.98%           0.02%         71 267 314       55.98%          0.04%
 
 Special
 Resolution
 Number 2:
 Revocation of              100.00%           0.00%         71 267 314       55.98%          0.04%
 Special Resolution
 Number 1
 
 Ordinary
 Resolution
 Number 1:
 Delisting of Alaris
 Shares from the
 Alternative
 Exchange of the
 JSE following the
 implementation of
 the Scheme                  99.98%          0.02%          71 267 314        55.98%          0.04%
 
 Ordinary
 Resolution
 Number 2:
 Delisting of Alaris
 Shares from the
 Alternative
 Exchange of the
 JSE following the
 implementation of
 the Standby Offer           99.98%          0.02%          71 267 314        55.98%          0.04%
 
 Ordinary
 Resolution
 Number 3:
 Approval of the
 Amended Scheme
 Rules for the Alaris
 Old Share Incentive
 Scheme                      99.96%          0.04%         106 754 675        83.86%          0.04%
 
 Ordinary
 Resolution
 Number 4:
 Approval of the
 Amended Scheme
 Rules for the Nil-
 Cost Long-Term
 Incentive Plan              99.96%          0.04%          106 754 675        83.86%          0.04%
 
 Ordinary
 Resolution
 Number 5: Award
 of Options                  99.96%          0.04%          106 754 675        83.86%          0.04%
 
 Ordinary
 Resolution
 Number 6:
 Implementation              99.99%          0.01%          106 754 675        83.86%          0.04%

Note:
*Total number of shares in issue as at the date of the GM was 127 298 219, of which 3 717 910
are treasury shares.


Alaris shareholders should note that the implementation of the Scheme remains subject to
the fulfilment or waiver of several Scheme conditions by the dates set out in the Circular.

ALARIS INDEPENDENT BOARD RESPONSIBILITY STATEMENT

The Alaris Independent Board accepts responsibility for the information contained in this
announcement which relates to Alaris and confirms that, to the best of its knowledge and
belief, such information which relates to Alaris is true and this announcement does not omit
anything likely to affect the importance of such information.

OFFERORS BOARD RESPONSIBILITY STATEMENT

The board of directors or trustees, as the case may be, of each of the members of the
Consortium accept responsibility for the information contained in this announcement which
relates to them and confirms that, to the best of their knowledge and belief, such information
which relates to them is true and this announcement does not omit anything likely to affect
the importance of such information.

Pretoria
21 December 2021

Transactional Sponsor and Transaction Adviser

PSG Capital

Date: 21-12-2021 02:35:00
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