DATATEC LIMITED - Distribution of circular to shareholders
3 November 2021 15:30
Distribution of circular to shareholders

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


DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS


Datatec shareholders ("Shareholders") are referred to the announcements released on the Stock
Exchange News Service of the JSE ("SENS") on 6 June 2017 and on 4 September 2017,
detailing the terms and completion of the disposal of the Company’s Westcon-Comstor business
in North America and Latin America and 10% of the remaining part of Westcon to SYNNEX
Corporation ("SYNNEX Transaction").

After implementation of the SYNNEX Transaction, Westcon International (the part of the Westcon
business retained in the Datatec group, with a minority interest held by SYNNEX Corporation)
received a working capital loan from Datatec, which Westcon International has now repaid in the
amount of approximately US$70 million.

Shareholders are also referred to the announcement regarding the Company’s interim financial
results for the 6-month period ended 31 August 2021 and declaration of the special cash dividend
with a scrip distribution alternative released on SENS on Thursday, 28 October 2021, in terms of
which the board of directors of the Company notified Shareholders that it had resolved to return
the aforementioned amount of approximately US$70 million to Shareholders by declaring a
special cash dividend of 512 ZAR cents ("Special Cash Dividend") per Datatec ordinary share
("Datatec Share") held on the record date, being Friday, 26 November 2021 ("Record Date").
Shareholders were advised that they would be entitled to elect to receive a scrip distribution of
new, fully paid Datatec Shares in proportion to their ordinary shareholding in Datatec on the
Record Date instead of the Special Cash Dividend ("Scrip Distribution" or "Scrip Distribution
Alternative").

Shareholders will be entitled to receive the Special Cash Dividend of 512 ZAR cents per ordinary
Datatec Share in respect of their shareholding as at the close of trading on the JSE on the
Record Date, being Friday, 26 November 2021, in proportion to their ordinary shareholding in
Datatec and to the extent that such Shareholders have not elected to receive the Scrip
Distribution Alternative in respect of all or a part of their shareholding. Shareholders will, however,
be entitled to elect to receive a Scrip Distribution of new, fully paid Datatec Shares in respect of
their shareholding in Datatec as at the Record Date, in respect of all or part of their ordinary
shareholding, instead of the Special Cash Dividend. The number of Scrip Distribution shares to
which each of the Shareholders 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 512 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 Monday, 15
November 2021, provided that, where the application of this ratio gives rise to a fraction of an
ordinary share, rounding principles will be applied. 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 ordinary share, such fraction of a new 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. The applicable cash payment will be determined with reference to the VWAP of an
ordinary Datatec share traded on the JSE on Wednesday, 24 November 2021, (being the day on
which Datatec Shares begin trading "ex" the entitlement to receive the Special Cash Dividend or
the Scrip Distribution Alternative), discounted by 10%. Details of the ratio will be announced on
SENS in accordance with the timetable below.

The Company's total number of issued Datatec Shares is 203,178,104 and, as at 29 October
2021, the Company did not have any Datatec Shares held as treasury shares. Datatec's income
tax reference number is 9999/493/71/2.

The distribution of the circular, and the rights to receive the Scrip Distribution shares in
jurisdictions other than the Republic of South Africa, may be restricted by law and any failure to
comply with these restrictions may constitute a violation of the securities laws of such
jurisdictions. Accordingly, Shareholders will not be entitled to receive the Scrip Distribution
shares, directly or indirectly, in those jurisdictions and shall be deemed not to have elected the
Scrip Distribution Alternative. Such non-resident Shareholders should inform themselves about
and observe any applicable legal requirements in such jurisdictions. It is the responsibility of non-
resident shareholders to satisfy themselves as to the full observance of the laws and regulatory
requirements of the relevant jurisdictions in respect of the Scrip Distribution Alternative, including
the obtaining of any governmental, exchange control or other consents or the making of any filing
which may be required, compliance with other necessary formalities and payment of any issue,
transfer or other taxes or other requisite payments due in such jurisdictions. Shareholders who
have any doubts as to their position, including, without limitation, their tax status, should consult
an appropriate adviser in the relevant jurisdictions without delay.

The Company has today, 3 November 2021, distributed a circular (including a form of election for
certificated shareholders) to shareholders, detailing the terms of the Special Cash Dividend and
the Scrip Distribution Alternative ("Circular").

The Circular is also available, in English only on, the Company’s website www.datatec.com and
during normal business hours at the Company's registered office Third Floor, Sandown
Chambers, Sandown Village Office Park, 81 Maude Street, Sandown 2031, Johannesburg, South
Africa.

The salient dates pertaining to the Special Cash Dividend and the Scrip Dividend Alternative, also
contained in the Circular, are set out below:

 EVENT                                                                                     2021

 Distribution of Circular announced on SENS on                            Wednesday, 3 November
 Circular and Form of Election (grey) distributed on                      Wednesday, 3 November
 Distribution of Circular announcement published in the South              Thursday, 4 November
 African press on
 Announcement released on SENS in respect of the ratio applicable          Tuesday, 16 November
 to the Scrip Distribution Alternative, based on the 30-day VWAP
 ending on Monday, 15 November 2021, by 11h00 on
 Announcement published in the South African press of the ratio          Wednesday, 17 November
 applicable to the Scrip Distribution Alternative, based on the 30-day
 VWAP ending on Monday, 15 November 2021 on
 Last day to trade in order to be eligible for the Special Cash            Tuesday, 23 November
 Dividend and the Scrip Distribution Alternative
 Shares trade “ex” the Special Cash Dividend and the Scrip               Wednesday, 24 November
 Distribution Alternative on                                             Wednesday, 24 November
 Listing and trading of maximum possible number of Datatec Shares
 on the JSE in terms of the Scrip Distribution Alternative from the
 commencement of trading on                                               Thursday, 25 November
 Announcement released on SENS in respect of the cash payment
 applicable to fractional entitlements, based on the VWAP of a
 Datatec ordinary share traded on the JSE on Wednesday, 24
 November 2021, discounted by 10%, by 11h00 on
 Last day to elect to receive the Scrip Distribution Alternative instead    Friday, 26 November
 of the Special Cash Dividend, Forms of Election (grey) to reach the
 transfer secretaries by 12h00 on
 Record Date in respect of the Special Cash Dividend and the Scrip          Friday, 26 November
 Distribution Alternative
 Special Cash Dividend payments made, CSDP/broker accounts                  Monday, 29 November
 credited/updated on
 Announcement relating to the results of the Special Cash Dividend          Monday, 29 November
 and the Scrip Distribution Alternative released on SENS on
 Announcement relating to the results of the Special Cash Dividend         Tuesday, 30 November
 and the Scrip Distribution Alternative published in the South African
 press on
 JSE listing of Datatec Shares in respect of the Scrip Distribution        Tuesday, 30 November
 Alternative adjusted to reflect the actual number of Datatec Shares
 issued in terms of the Scrip Distribution Alternative at the
 commencement of business on or about


All times provided in the Circular are South African local times. The above dates and times are subject to
change. Any material change will be announced on SENS.

Share certificates may not be dematerialised or rematerialised between Wednesday, 24 November 2021
and Friday, 26 November 2021, both days inclusive. If Datatec maintains a certificated register, then the
register will be closed from Wednesday, 24 November 2021 and Friday, 26 November 2021, both days
inclusive.

Johannesburg
3 November 2021

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal Advisors
BOWMANS

Date: 03-11-2021 03:30:00
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