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Notification in terms of 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 TERMS OF SECTION 45(5) OF THE COMPANIES ACT, NO. 71 OF 2008 ("COMPANIES ACT")
Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act, and
pursuant to the special resolution passed at the annual general meeting of the Company held on 1
December 2023 authorising the board of directors ("the Board") to enter into direct or indirect funding
agreements or guarantee a loan or other obligation, secure any debt or obligation or to provide loans or
financial assistance between subsidiaries or between itself and its directors, prescribed officers, subsidiaries
or any related or interrelated persons from time to time, the board has adopted a resolution as
contemplated in section 45(2) of the Companies Act.
The said resolution adopted by the Board relates to financial assistance which includes a guarantee issued
by TeleMasters in respect of a medium term loan in the amount of R3.5 million extended to a subsidiary of
the Company, which amount exceeds one-tenth of 1% of TeleMaster's net worth. The subsidiary is Ultra DC
Proprietary Limited, which operates a data centre and requires capital expenditure for its expansion.
Prior to authorising the aforementioned financial assistance, the Board considered and satisfied itself, in
terms of section 45 of the Companies Act, that (i) immediately after providing the financial assistance, the
Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act,
(ii) there has been due compliance with the Company's memorandum of incorporation, and (iii) the terms
of the financial assistance are fair and reasonable to the Company.
Waterfall City
7 November 2024
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 07-11-2024 10:24:00
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