BELL EQUIPMENT LIMITED - Supplement to the Firm Intention Announcement

Supplement to the Firm Intention Announcement

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")


SUPPLEMENT TO THE FIRM INTENTION ANNOUNCEMENT


1.   INTRODUCTION

     Shareholders are referred to the joint firm intention announcement ("Firm Intention Announcement") by
     Bell Equipment and IA Bell and Company Proprietary Limited ("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.

     As inter alia announced in the Firm Intention Announcement, the Company 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.


2.   DISTRIBUTION OF THE CIRCULAR

     Shareholders are reminded that the Circular providing full details of the IAB Offer and the Scheme,
     including, inter alia, the report prepared by the Independent Expert, as well as the opinion and
     recommendations of the Independent Board, will be distributed to Bell Equipment Shareholders on or
     about Tuesday, 13 August 2024.

3.   INDEPENDENT BOARD

     As set out in paragraph 2.8 of the Firm Intention Announcement, Bell Equipment had, as required by the
     Companies Regulations, constituted the Independent Board for purposes of evaluating the terms and
     conditions of the IAB Offer and performing such other functions required of an independent board in terms
     of the Companies Act and Companies Regulations.

     Subsequent to the publication of the Firm Intention Announcement, Ushadevi Maharaj (who initially was
     a member of the Independent Board) stepped down from the Independent Board given her and her
     spouse's historical insignificant shareholdings in Bell Equipment. The Independent Board therefore now
     comprises of Hendrik Roux van der Merwe (Chairperson), Derek Hamilton Lawrance, Rajendran Naidu,
     Mamokete Emily Ramathe and Markus Geyer, which Independent Board members are responsible for
     expressing an opinion on the IAB Offer and making a recommendation whether Scheme Participants
     should vote in favour of the Scheme.

4.   RESPONSIBILITY STATEMENT

     The Independent Board 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 is true and this announcement does not omit anything that is likely to affect the
     importance of such information.


Richards Bay
5 August 2024


Corporate Advisor and Transaction Sponsor to Bell Equipment
Merchantec Capital

Legal Advisor to Bell Equipment
Webber Wentzel

Date: 05-08-2024 04:13:00
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