DATATEC LIMITED - Ratio applicable to the Scrip Distribution

Ratio applicable to the Scrip Distribution

Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: DTC
("Datatec" or "the Company")


RATIO APPLICABLE TO THE SCRIP DISTRIBUTION

Datatec shareholders (the "Shareholders") are referred to the announcement regarding the
Company's condensed unaudited interim financial results for the six months ended 31 August 2024
and declaration of the cash dividend with a scrip distribution alternative released on the Stock
Exchange News Service of the JSE Limited ("SENS") on Thursday, 24 October 2024, in terms of
which the board of directors of the Company notified shareholders that it had resolved to declare
an interim cash dividend of 75 ZAR cents ("Cash Dividend") per Datatec ordinary share ("Datatec
Ordinary Share") held on the record date, being Friday, 6 December 2024 ("Record Date").
Shareholders were advised that they would be entitled to elect to receive a scrip distribution of new,
fully paid Datatec Ordinary Shares in proportion to their ordinary shareholding in Datatec on the
Record Date instead of the Cash Dividend ("Scrip Distribution" or "Scrip Distribution
Alternative").

A circular setting out the terms of the Cash Dividend and the Scrip Distribution Alternative, including
a Form of Election to elect to receive the Scrip Distribution Alternative, was distributed to
Shareholders on Wednesday, 6 November 2024 ("Circular").

The number of Scrip Distribution shares to which each Shareholder will become entitled pursuant to
the Scrip Distribution (subject to their election thereto) will be determined by reference to such
Shareholder's ordinary shareholding in Datatec (at the close of trade on the JSE on the Record
Date) in relation to the ratio that 75 ZAR cents bears to the volume weighted average price ("VWAP")
of a Datatec Ordinary Share traded on the JSE during the 30-day trading period ending on Friday,
22 November 2024 "ex" the Cash Dividend, provided that, where the application of this ratio gives
rise to a fraction of a Datatec Ordinary Share, the rounding principles will be applied. The 30-day
VWAP "ex" the Cash Dividend at close of trading on the securities exchange operated by the JSE
Limited on Friday, 22 November 2024 was 3922.76485 ZAR cents per share (being 3997.76485
ZAR cents minus 75 ZAR cents). The ratio of Scrip Distribution shares to which each Shareholder
will become entitled pursuant to the Scrip Distribution Alternative (to the extent that such
Shareholder elects to receive the Scrip Distribution shares) is therefore 1.91192 Scrip Distribution
share for every 100 Datatec Ordinary Shares held on the Record Date.

Where a Shareholder's entitlement to new Datatec Ordinary Shares, calculated in accordance with
the above formula, gives rise to a fraction of a new Datatec Ordinary Share, such fraction of a new
Datatec Ordinary Share will be rounded down to the nearest whole number, resulting in allocations
of whole ordinary shares and a cash payment for the fraction ("Rounding Provision"). The
applicable cash payment will be determined with reference to the VWAP of a Datatec Ordinary Share
traded on the JSE on Wednesday, 4 December 2024, (being the day on which Datatec Ordinary
Shares begin trading "ex" the entitlement to receive the Cash Dividend or the Scrip Distribution
Alternative), discounted by 10%. Details of the cash payment will be announced on SENS on
Thursday, 5 December 2024. Shareholders are referred to paragraph 3.4 of the Circular in which it
is stated that the Scrip Distribution Alternative and cash paid for a fraction of a Datatec Ordinary
Share will not be subject to Dividend Withholding Tax in terms of the Income Tax Act 58 of 1962.
Example of Scrip Distribution entitlement:
This example assumes that a Shareholder holds 100 Datatec Ordinary Shares at the close of
business on the Record Date and elects to receive the Scrip Distribution shares in respect of all
their shareholding.

New ordinary share entitlement =

100 x 75 ZAR cents / (3997.76485-75) ZAR cents

= 1.91192 Scrip Distribution shares (then apply the Rounding Provision described above)

= 1 Scrip Distribution share in respect of the 100 Datatec Ordinary Shares held plus the applicable
cash payment to be determined as described above.

EXCHANGE CONTROL REGULATIONS

In terms of the Exchange Control Regulations of the Republic of South Africa, which apply to
Shareholders who are registered on the South African register, who are either non-residents, or
private individuals who cease to be residents for tax purposes, in the Common Monetary Area
(comprising the Republics of South Africa and Namibia and the Kingdoms of Lesotho and Eswatini):

      in the case of Certificated Shareholders:

           Shareholders will receive new ordinary shares in dematerialised form. As such, any
           ordinary Shares issued to private individuals who cease to be residents for tax purposes
           in the Common Monetary Area will be credited to shares accounts at the CSDP
           controlling their portfolios. Any Shares issued to a non-resident of the Common
           Monetary Area will be credited to such non-resident's CSDP or broker account and a
           "non-resident" annotation will appear in the CSDP or broker register;

           cash dividend payments and payments made in respect of fractional entitlements paid
           out of the Company's distributable profits due to non-residents are freely transferable
           from South Africa. In respect of all non-residents of the Common Monetary Area, the
           cash dividend payments and payments made in respect of fractional entitlements due
           will be paid by way of electronic funds transfer into the personal bank accounts of
           Certificated Shareholders; and

           private individuals who cease to be residents for tax purposes in South Africa are
           cautioned to seek advice with regard to the new laws that came into operation on 1
           March 2021 that require them to obtain clearance from the South African Revenue
           Service before cash payments or scrip issues can be credited to their designated
           accounts.

      in the case of Dematerialised Shareholders:

           any Shares issued to private individuals who cease to be residents for tax purposes in
           the Common Monetary Area will be credited to their remaining shares accounts at the
           CSDP controlling their remaining portfolios. Any Shares issued to a non-resident of the
           Common Monetary Area will be credited to such non-resident's CSDP or broker account
           and a "non-resident" annotation will appear in the CSDP or broker register; and

           any cash dividend payments paid out of the Company's distributable profits to non-
           residents and private individuals who cease to be residents for tax purposes in the
           Common Monetary Area are freely transferable and will be credited to the CSDP or
           broker controlling their portfolios.

Johannesburg
25 November 2024

Sponsor
Pallidus Exchange Services Proprietary limited

Legal Advisors
Bowmans

Date: 25-11-2024 10:46:00
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