Insimbi Industrial : Notice to shareholders in terms of section 45(5) of the Companies Act

Insimbi Industrial Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 2002/029821/06) Share code: ISB

ISIN: ZAE000116828

("Insimbi" or "the Company")

NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT

Notice is hereby given to shareholders of the Company ("Shareholders") in terms of section 45(5) of the Companies Act, 71 of 2008 ("Act"), that the board of directors of the Company ("Board") resolved, on 25 July 2022, to provide financial assistance to its various subsidiaries in accordance with section 45(2) of the Act ("Financial Assistance"), pursuant to the authority granted to the Board by Shareholders at the annual general meeting of the Company held on 6 July 2022. Shareholders are further notified for purposes of section 45(5)(a) of the Act that the Financial Assistance exceeds one-tenth of 1% of the Company's net worth. No further action is required from Shareholders.

The Company is pleased to announce that Absa Bank Limited, acting through its Corporate and Investment Banking Division ("ABSA"), has agreed to increase the limits of certain of its working capital facilities to facilitate increased trading opportunities. The Financial Assistance relates to the increase in the Company's banking facilities provided by ABSA. The Company, amongst others, provides security in respect of the facilities to ABSA for the benefit of its subsidiaries, in the manner contemplated in section 45(2) of the Act.

In accordance with section 45(3)(b) of the Act, the Board is satisfied that immediately after providing such financial assistance, the Company will satisfy the solvency and liquidity test provided for in section 4 of the Act and that the terms under which the Financial Assistance is proposed to be given are fair and reasonable to the Company.

Johannesburg

1 August 2022

Sponsor

PSG Capital