Official Announcement- Friday, 04 June 2021

Adapt IT - increase of cash consideration

Shareholders of Adapt IT ('Adapt IT Shareholders') are referred to the – joint firm intention announcement published on SENS on 7 April 2021 ("Firm Intention Announcement") in terms of which Adapt IT Shareholders were advised that Adapt IT and Volaris had entered into a firm intention offer letter agreement on 6 April 2021 ('FIO Agreement') pursuant to which inter alia Volaris had delivered notice to Adapt IT of its firm intention to make an offer to acquire control of Adapt IT through the acquisition of up to 100% of the issued ordinary shares (excluding treasury shares) of Adapt IT ('Adapt IT Shares') from holders of Adapt IT Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act, No. 71 of 2008 ('Companies Act') ('Scheme') or, if the Scheme is not proposed or fails, a general standby offer by Volaris to Adapt IT Shareholders, as contemplated in section 117(1)(c)(v) of the Companies Act ('Standby Offer'), for a cash consideration of R6.50 per Adapt IT Share ('Cash Consideration'); joint circular dated 1 June 2021 ('Joint Circular') detailing the terms of the Scheme and the Standby Offer and incorporating a notice convening a general meeting of Adapt IT Shareholders at 12:00 on Wednesday, 30 June 2021 ('General Meeting'), to consider and, if deemed fit, to pass, with or without modification, the resolutions inter alia necessary to implement the Scheme, including a special resolution to approve the Scheme as contemplated in section 115(2)(a) of the Companies Act ('Scheme Resolution'); and announcement regarding the distribution of the Joint Circular and notice of General Meeting published on SENS on 1 June 2021. Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed to them in the Joint Circular. Increased cash consideration Adapt IT and Volaris have entered into an addendum to the FIO Agreement ('FIO Agreement Addendum') in terms of which Volaris agreed to increase the Cash Consideration. Accordingly, Adapt IT Shareholders are advised that Volaris hereby increases the Cash Consideration payable to Adapt IT Shareholders in terms of the Scheme or, if the Scheme fails, the Standby Offer to R7.00 per Adapt IT Share ('Increased Cash Consideration'). The Increased Cash Consideration represents: a premium of 69.1% to the 30-day volume weighted average traded price of Adapt IT Shares on the JSE of R4.14, as at 26 January 2021, being the last trading date prior to the date on which the general offer by Huge Group Ltd. to Adapt IT Shareholders was announced on SENS; and a premium of 68.3% to the closing price of Adapt IT Shares on the JSE of R4.16, as at 1 April 2021, being the last trading day prior to the signature date of the FIO Agreement. All references to the Scheme Consideration and the Standby Offer Consideration in the Joint Circular should therefore be construed as references to the Increased Cash Consideration of R7.00 per Adapt IT Share and an amendment to the Scheme Resolution will be noted by the chairperson at the General Meeting. Delisting Resolutions As a result of the increase in the Scheme Consideration and the Standby Offer Consideration, the Independent Expert and the Independent Board have determined that the Scheme Consideration and the Standby Offer Consideration are now fair and reasonable, as contemplated in paragraph 3 above, and therefore that the Scheme and the Standby Offer have Become Fair (as contemplated in the Joint Circular). Accordingly, the Scheme Delisting Resolution and the Standby Offer Delisting Resolution will be proposed to Adapt IT Shareholders at the General Meeting. Cash confirmation In compliance with Regulations 111(4) and 111(5) of the Companies Regulations, Volaris has provided the Takeover Panel with a cash confirmation which confirms that, in aggregate, Volaris has sufficient cash resources in terms of Regulation 111 to satisfy the maximum cash consideration as increased by the FIO Agreement Addendum. Documents available for inspection In addition to those documents referred to in paragraph 27 of the Joint Circular, the Updated Independent Expert Report and the FIO Agreement Addendum, or copies thereof, will be made available for inspection by the Adapt IT Shareholders during normal business hours from the date of this announcement up until the earlier of the date on which the Scheme is implemented or, if the Scheme fails, the Standby Offer Closing Date at the following locations: the registered office of Adapt IT, 152 14th Road, Midrand, 1682; the offices of Adapt IT's Sponsor, Merchantec Capital, 13th Floor, Illovo Point, 68 Melville Road, Illovo, Sandton, 2196; and the offices of Volaris' transaction advisor, PSG Capital (Pty) Ltd.: - 1st Floor, Ou Kollege Building, 35 Kerk Street, Stellenbosch, 7600; and - 2nd Floor, Building 3, 11 Alice Lane, Sandhurst, Sandton, 2196. Distribution of Supplementary Information This announcement, together with the Updated Independent Expert Report annexed hereto constitutes the 'Supplementary Information' as described in paragraph 1.8 of the Joint Circular. Accordingly, the Supplementary Information will be distributed to Adapt IT Shareholders (that were recorded as such on the securities' register of Adapt IT as at Friday, 21 May 2021) on Monday, 7 June 2021. The Supplementary Information is also available on the Company's website at: https://www.adaptit.com/hubfs/investor/Supplementary%20Information%20June%202021.pdf Johannesburg

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