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Distribution of Circular to Shareholders
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
ISIN: ZAE000017745
Share Code: JSE: DTC
OTCQX: DTTLF
("Datatec" or "the Company")
DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS
Shareholders of Datatec (“Shareholders”) are referred to the announcement regarding the Company’s
Westcon Transaction and declaration of the special cash dividend with a scrip distribution alternative released
on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Monday, 24 August 2026, in
terms of which the board of directors of the Company (“Board”) notified Shareholders that it had resolved to
return ZAR 7 053 380 522 (equivalent to approximately $435 million) to Shareholders by declaring a special
cash dividend of 2 900 ZAR cents per Datatec ordinary share (“Datatec Ordinary Share”) held on the record
date, being Friday, 16 October 2026 (“Record Date”) (“Special Cash Dividend”). Shareholders were further
advised that they would be entitled to elect to receive a scrip distribution of new, fully paid Datatec Ordinary
Shares in proportion to their ordinary shareholding in Datatec on the Record Date (“Scrip Distribution” or
“Scrip Distribution Alternative”).
The Company has today, Wednesday, 26 August 2026, distributed a circular (including a Form of Election
(grey) for certificated Shareholders) to Shareholders, detailing the terms of the Special Cash Dividend and the
Scrip Distribution Alternative ("Circular").
The Circular is also available, on the Company’s website https://www.datatec.com/circulars.php and during
normal business hours at the Company's registered office 15th Floor, The Leonardo, 75 Maude Street,
Sandown, 2196, Johannesburg, South Africa.
Terms of the Special Cash Dividend and the Scrip Distribution Alternative
Shareholders will be entitled to receive the Special Cash Dividend of 2 900 ZAR cents per Datatec Ordinary
Share in respect of their shareholding as at the close of trading on the JSE on the Record Date, 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
Ordinary 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 2 900 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, 5 October 2026, less the amount of
the Special Cash Dividend.
Details of the ratio will be announced on SENS in accordance with the timetable below.
Where application of this ratio gives rise to a fraction of an ordinary share, the rounding principles will be
applied.
Fractions
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 a Datatec
Ordinary Share traded on the JSE on Wednesday, 14 October 2026, (being the day on which Datatec
Ordinary Shares begin trading "ex” the entitlement to receive the Special Cash Dividend or the Scrip
Distribution Alternative), discounted by 10%.
The total number of Datatec Ordinary Shares in issue is 243 251 695. As at Friday, 21 August 2026, the
Company held 31 677 Datatec Ordinary Shares as treasury shares. Datatec's South African income tax
reference number is 9999/493/71/2.
Tax Implications
The Special Cash Dividend is likely to have tax implications for both resident and non-resident Shareholders.
Shareholders are therefore encouraged to consult their professional tax advisers, should they be in any doubt
as to the appropriate action to take. In terms of the Income Tax Act 58 of 1962 (“the Income Tax Act”), the
Special Cash Dividend will, unless exempt, be subject to Dividend Withholding Tax (“DWT”).
South African resident Shareholders that are liable for DWT will be subject to DWT at a rate of 20% of the
Special Cash Dividend and this amount will be withheld from the Special Cash Dividend with the result that
they will receive a net amount of 2 320 ZAR cents per share. Non-resident Shareholders may be subject to
DWT at a rate of less than 20%, depending on the applicability of any Double Tax Agreement between South
Africa and their country of tax residence.
The Scrip Distribution Alternative and cash paid for a fraction of a Share will not be subject to DWT in terms of
the Income Tax Act. Recipients of the fractional amount may be subject to income tax or capital gains tax,
depending on their particular circumstances.
Jurisdictions other than the Republic of South Africa 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.
Salient dates
The salient dates pertaining to the Special Cash Dividend and the Scrip Distribution Alternative, also contained
in the Circular, are set out below:
EVENT 2026
Record date for Shareholders to be registered in the Company’s securities Friday, 21 August
register in order to be entitled to receive this Circular
Distribution of Circular announced on SENS on Wednesday, 26 August
Circular and Form of Election (grey) distributed on Wednesday, 26 August
Finalisation announcement released on SENS in respect of the ratio Tuesday, 6 October
applicable to the Scrip Distribution Alternative, based on the 30-day volume
weighted average price (“VWAP”) “ex” the Special Cash Dividend ending on
Monday, 5 October 2026 and confirmation of receipt of exchange control
approval, by 11h00 on
Last day to trade in order to be eligible for the Special Cash Dividend and the Tuesday, 13 October
Scrip Distribution Alternative
Shares trade “ex” the Special Cash Dividend and the Scrip Distribution Wednesday, 14 October
Alternative on
Listing and trading of maximum possible number of Shares on the JSE in Wednesday, 14 October
terms of the Scrip Distribution Alternative from the commencement of trading
on
Announcement released on SENS in respect of the cash payment applicable Thursday, 15 October
to fractional entitlements, based on the VWAP of a Share traded on the JSE
on Thursday, 15 October 2026, discounted by 10%, by 11h00 on
Last day to elect to receive the Scrip Distribution Alternative instead of the Friday, 16 October
Special Cash Dividend, Form of Election (grey) to reach the Transfer
Secretaries by 12h00 noon on
Record Date in respect of the Special Cash Dividend and the Scrip Friday, 16 October
Distribution Alternative
Special Cash Dividend payments made, CSDP/broker accounts Monday, 19 October
credited/updated with Scrip Distribution Shares on
Announcement relating to the results of the Special Cash Dividend and the Monday, 19 October
Scrip Distribution Alternative released on SENS on
JSE listing of Shares in respect of the Scrip Distribution Alternative adjusted Tuesday, 20 October
to reflect the actual number of ordinary Shares issued in terms of the Scrip
Distribution Alternative at the commencement of business on or about
All times provided in the Circular and as disclosed above 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, 14 October 2026 and
Friday, 16 October 2026, both days inclusive. If Datatec maintains a certificated register, then the register will
be closed from Wednesday, 14 October 2026 to Friday, 16 October 2026, both days inclusive. Johannesburg
3 June 2026
Application to the Financial Surveillance Department of the South African Reserve Bank for the payment of
the Special Cash Dividend and the Scrip Distribution Alternative has been made and an announcement
regarding the approval will be made on SENS.
Johannesburg
Wednesday, 26 August 2026
Sponsor
Pallidus Exchange Services Proprietary Limited
Legal Advisors
Bowmans
Date: 26/08/2026 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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