TeleMasters : Notification in line with Section 45 of the Companies Act

TELEMASTERS HOLDINGS LIMITED

(Registration Number: 2006/015734/06)

JSE Code: TLM ISIN: ZAE 000093324

("TeleMasters" or "the Company")

NOTIFICATION IN ACCORDANCE WITH SECTION 45 OF THE COMPANIES ACT, 2008 ("THE ACT")

Shareholders of TeleMasters are referred to the special resolution tabled and approved at the Annual General Meeting held on 10 December 2021, authorising, inter alia, directors to provide financial assistance to or for the benefit of any company or corporation which is related or inter-related to the Company.

In terms of section 45(2) of the Act, the board has authorised the Company to provide loan funding, including the provision of guarantees, to subsidiaries of the group to fund both working capital requirements as well as asset funding in relation to the growth of its operations. Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders on the adoption of a Board resolution to provide financial assistance, as envisaged in section 45(2) of the Companies Act, if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the company's net worth at the time of the resolution.

In accordance with section 45(5) of the Companies Act, shareholders are hereby advised that the company's Board of Directors adopted a resolution on 5 July 2022 in terms of which the company is authorised to provide financial assistance to its wholly owned subsidiary, Catalytic Connections Proprietary Limited, as envisaged in section 45 of the Companies Act.

Prior to the Board of Directors authorising the aforementioned financial assistance, it satisfied itself, in accordance with section 45 of the Companies Act, that:

1. immediately after providing the aforementioned financial assistance, the company will satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; and
2. the terms under which the aforementioned financial assistance is proposed to be given are fair and reasonable to the company and all the applicable requirements and restrictions in respect of financial assistance as set out in the company's Memorandum of Incorporation have been satisfied in accordance with section 45(4) of the Companies Act.

By order of the Board

Waterfall City

7 July 2022

Designated Advisor

AcaciaCap Advisors Proprietary Ltd