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Cash Dividend With Scrip Dividend Alternative and Distribution of Circular to Shareholders
Acsion Limited
Incorporated in the Republic of South Africa
(Registration number 2014/182931/06)
Share code: ACS ISIN: ZAE000198289
Listed on the General Segment of the Main Board
("Acsion" or "the Company")
CASH DIVIDEND WITH SCRIP ALTERNATIVE AND DISTRIBUTION OF CIRCULAR TO
SHAREHOLDERS
Shareholders of Acsion ("Shareholders") are referred to the announcement regarding the Company's audited
consolidated annual financial results for the year ended 28 February 2026 released on the Stock Exchange
News Service ("SENS") of the JSE Limited ("JSE") on Tuesday, 30 June 2026 wherein Shareholders were
advised, inter alia, that the board of directors of Acsion ("Board") had declared a final gross dividend (no. 11)
of 24 cents per Acsion ordinary share ("Cash Dividend") payable out of income reserves to all Shareholders
recorded in the register on the record date, and that Shareholders will be entitled to receive such dividend in
the form of new Acsion ordinary shares ("Shares") in lieu of the Cash Dividend.
Terms of the Cash Dividend and the Scrip Distribution Alternative
Shareholders are further advised that the Cash Dividend will be in proportion to a Shareholder's ordinary
shareholding in Acsion at the close of business on the record day, being Friday, 14 August 2026 ("Record
Day").
Shareholders will be entitled, in respect of all or part of their shareholding, to elect to receive new, fully paid
Shares in proportion to their ordinary shareholding on the Record Day as an alternative to the Cash Dividend
("Scrip Distribution" or "Scrip Distribution Alternative"). The Cash Dividend has been declared and is
payable out of income reserves. A dividend withholding tax of 20% will be applicable in respect of the Cash
Dividend to all Shareholders not exempt therefrom after deduction of which, the net Cash Dividend is 19.20
ZAR cents per Share.
The new Shares issued pursuant to the Scrip Distribution, will not be subject to a dividend withholding tax, and
the issue price of the Scrip Distribution (which will equal the volume weighted average price ("VWAP") of
Acsion's Shares traded on the JSE for the 30-day trading day period ended on Friday, 26 June 2026 less the
amount of the Cash Dividend), will be settled by way of a capitalisation of the Company's distributable retained
profits.
Shareholders will be entitled to receive the Cash Dividend of 24 cents per Acsion 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 Acsion 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 Shares in respect
of their shareholding in Acsion as at the Record Date, in respect of all or part of their ordinary shareholding,
instead of the 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 Acsion (at the close of trade on the JSE on the Record Date) in relation to the ratio
that 24 ZAR cents bears to the volume weighted average price ("VWAP") of an Acsion Share traded on the
JSE during the 30-day trading period ending on Friday, 26 June 2026, being the last business day prior to the
date on which the Board resolved to declare the Cash Dividend, less a discount of 5%, less the amount of the
Cash Dividend, provided that, where the application of this ratio gives rise to a fraction of Share, the rounding
principles will be applied.
Fractions
Where a Shareholder's entitlement to new Shares calculated in accordance with the above formula gives rise
to a fraction of a new Share, such fraction of a new Share will be rounded down to the nearest whole number,
resulting in allocations of whole Shares and a cash payment for the fraction. The applicable cash payment will
be determined with reference to the VWAP of a Share traded on the JSE on Wednesday, 12 August 2026
(being the day on which Acsion Shares begin trading "ex" the entitlement to receive the 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 total number of Acsion Shares in issues is 394 959 976 Shares. As at Friday, 3 July 2026, the Company
held 10 763 271 Acsion Shares as treasury shares. Acsion's South African income tax reference number is
9794017161.
Tax Implications
The 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 ("Income Tax Act"), the 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 Cash
Dividend and this amount will be withheld from the Cash Dividend with the result that they will receive a net
amount of 19.20 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.
Foreign Shareholders
The distribution of the Circular referred to below, and the rights to receive the Scrip Distribution 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, 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.
Distribution of Circular
The Company has today, Tuesday, 28 July 2026, distributed a circular (including a Form of Election (grey) for
use by certificated Shareholders) to Shareholders, detailing the terms of the Cash Dividend and the Scrip
Distribution Alternative ("Circular").
The Circular is also available, in English only, on the Company's website at www.acsionsa.co.za, and during normal
business hours at the Company's registered office Mall@Reds, 1st Floor, corner of Rooihuiskraal and Hendrik
Verwoerd Drives, Rooihuiskraal Extension 15, Centurion, 0157.
The salient dates pertaining to the Cash Dividend and the Scrip Distribution Alternative, also contained in the
Circular, are set out below:
2026
Record date for Shareholders to be registered in the Company's securities
register in order to be entitled to receive this Circular Friday, 17 July
Distribution of Circular announced on SENS Tuesday, 28 July
Circular and Form of Election (grey) distributed on Tuesday, 28 July
Finalisation announcement released on SENS in respect of the ratio applicable
to the Scrip Distribution Alternative, based on the 30-day volume weighted
average price ("VWAP") ended 26 June 2026, being the last business day prior
to the date on which the Board resolved to declare the Cash Dividend, less the
discount of 5%, by 11:00 on Monday, 3 August
Last day to trade in order to be eligible for the Cash Dividend and the Scrip
Distribution Alternative Tuesday, 11 August
Shares trade "ex" the Cash Dividend and the Scrip Distribution Alternative Wednesday, 12 August
Listing and trading of maximum possible number of Shares on the JSE in terms
of the Scrip Distribution Alternative Wednesday, 12 August
Announcement released on SENS in respect of the cash payment applicable to
fractional entitlements, based on the VWAP of a Share traded on the JSE on
Wednesday, 12 August 2026, discounted by 10%, by 11:00 on Thursday, 13 August
Last day to elect to receive the Scrip Distribution Alternative instead of the Cash
Dividend. Form of Election (grey) to reach the Transfer Secretaries by 12:00 on Friday, 14 August
Record Date in respect of the Cash Dividend and the Scrip Distribution
Alternative Friday, 14 August
Cash Dividend payments made, dispatch of Share Certificates and
CSDP/broker accounts credited/updated with Scrip Distribution Shares on Monday, 17 August
Announcement relating to the results of the Cash Dividend and the Scrip
Distribution Alternative released on SENS on Monday, 17 August
JSE listing of Shares in respect of the Scrip Distribution Alternative adjusted to
reflect the actual number of ordinary Shares issued in terms of the Scrip
Distribution Alternative at the commencement of business on or about Tuesday, 18 August
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, 12 August 2026 and
Friday, 14 August 2026, both days inclusive. The certificated share register maintained by Acsion will be
closed from Wednesday, 12 August 2026 to Friday, 14 August 2026, both days inclusive.
Johannesburg
28 July 2026
Sponsor
Merchantec Capital
Date: 28-07-2026 04:07:00
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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,
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