TRADEHOLD LIMITED - Distribution Of Circular And Notice Of General Meeting

Distribution Of Circular And Notice Of General Meeting

Tradehold Limited
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: TDH ISIN: ZAE000152658
JSE B Preference Share code: TDHBP ISIN: ZAE000253050
("Tradehold" or "the Company")


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


1. DISTRIBUTION OF CIRCULAR

Tradehold’s shareholders (“Shareholders”) are referred to the announcement published on the Stock
Exchange News Service ("SENS") on 1 June 2022, wherein they were advised that Tradehold’s wholly
owned subsidiary, Tradehold S.à.r.l. (“Tradehold S.à.r.l.”) had concluded an agreement relating to the
disposal of its entire shareholding in Moorgarth Holdings (Luxembourg) S.à.r.l. (a wholly owned subsidiary
of Tradehold) (“Moorgarth”), as well as all of Tradehold S.à.r.l.’s loan claims against Moorgarth and certain
of its subsidiaries, to Moorgarth Group Holdings Limited, for a fixed cash consideration of GBP102,500,000
(the “Proposed Disposal”).

Shareholders are advised that a copy of the circular relating to the Proposed Disposal ("Circular")
incorporating a notice convening a meeting of Shareholders (“Notice of General Meeting” and "General
Meeting") is available on the Company’s website at: https://www.tradehold.co.za/investor-
centre/circulars/2022 and will be distributed to Shareholders today, Monday, 1 August 2022.

2. NOTICE OF GENERAL MEETING

The General Meeting convened in terms of the Notice of General Meeting will be held entirely electronically
at 10:30 on Tuesday, 30 August 2022, for the purpose of considering and, if deemed fit, passing, with or
without modification, the ordinary resolutions required to be approved by Shareholders in order to approve
the Proposed Disposal.

The salient dates and times relating to the Circular and the General Meeting are set out below. The
definitions and interpretations commencing on page 8 of the Circular have been used in the salient dates
and times outlined below.

                                                                                               2022

 Record date to receive the Circular and the Notice of General Meeting                    Friday, 22 July

 Circular and Notice of General Meeting posted to Tradehold Shareholders                 Monday, 1 August

 Last day to trade in order to be eligible to vote at the General Meeting               Tuesday, 16 August

 Record date to participate in and vote at the General Meeting                           Friday, 19 August

 Last date for Shareholders to lodge electronic participation forms by no later than     Friday, 26 August
 10:30 on

 Forms of Proxy for the General Meeting to be received by 10:30                          Friday, 26 August

 General Meeting of Shareholders held at 10:30                                          Tuesday, 30 August
 Results of General Meeting released on SENS                                            Tuesday, 30 August


Notes
1. All dates and times are local dates and times in South Africa and are subject to change. Any changes
   will be announced on SENS.
2. Shareholders are referred to page 5 of the Circular for information on the action required to be taken
   by them.
3. Forms of Proxy may also be handed to the chairperson of the General Meeting prior to the proxy
   exercising such Shareholder’s rights as a Shareholder at the General Meeting, in accordance with the
   instructions therein.
4. Shares acquired after the last day to trade in order to be eligible to vote at the General Meeting shall
   not to be eligible to vote at the General Meeting.
5. If the General Meeting is adjourned or postponed, Forms of Proxy and electronic participation forms
   submitted for the initial General Meeting will remain valid in respect of any adjournment or
   postponement thereof.
6. The Circular is available in English only and copies may be obtained from the registered office of the
   Company and the office of the JSE Sponsor (as mentioned in the Corporate Information section of the
   Circular) during normal office hours from the date of issue thereof until the date of the General Meeting.
   An electronic copy of the Circular will be available on the Company’s website at
   www.tradehold.co.za/investor-centre/circulars/2022, from the date of distribution of the Circular or may
   be made available electronically, upon email request to the Tradehold company secretary at
   tdhcosec@leacorporateservices.co.za.


Cape Town
1 August 2022

JSE Sponsor and Joint Corporate Advisor                 Joint Corporate Advisor
Questco Corporate Advisory Proprietary Limited          Mettle Corporate Finance Proprietary Limited

Legal Advisor
Cliffe Dekker Hofmeyr

Date: 01-08-2022 04:05:05
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