EnX : Posting of Combined Offer Circular

ENX GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2001/029771/06)

JSE share code: ENX ISIN: ZAE000222253 ("enX" or "the Company")

POSTING OF COMBINED OFFER CIRCULAR

• 1. Introduction

  Shareholders are referred to the firm intention announcement released on the Stock Exchange News Service on Friday,28 January 2022 regarding a mandatory offer for enX Shares by MCC Contracts Proprietary Limited and African Phoenix Investments Limited (collectively the "Offerors"), acting in concert, regarding the proposed acquisition of the remaining shares in enX at an offer consideration of R5.60 per share (the "Offer Consideration") in terms of section 123 of the Companies Act 71 of 2008 (the "Mandatory Offer").

• 2. Posting of Circular

  Shareholders are advised that a combined offer circular (containing full details in respect of the Mandatory Offer and incorporating the enX Independent Board's view of the Mandatory Offer and the Offer Consideration and the fair and reasonable opinion prepared by the Independent Expert, being BDO Corporate Finance Proprietary Limited), as contemplated in regulations 102 and 106 of the Takeover Regulations, will be distributed today, Friday, 8 April 2022 (the "Circular").

• 3. Important dates and times

  The important dates and times in relation to the Mandatory Offer are set out in the table below. Words and expressions in the table below and the notes thereto shall have the same meanings as assigned to them in the Circular:

  2022
  Circular together with the accompanying form of acceptance, surrender	Friday, 8 April
  and transfer (blue) posted to enX shareholders on
  Announcement relating to the issue of the Circular and the Mandatory	Friday, 8 April
  Offer released on SENS on
  Mandatory Offer opens at 09:00	Monday, 11 April
  Announcement relating to the issue of the Circular and the Mandatory	Monday, 11 April
  Offer published in the press on
  Expected last day to trade in enX shares on the JSE in order to participate	Tuesday, 31 May
  in the Mandatory Offer
  Expected date on which the shares trade "ex" the Mandatory Offer	Wednesday, 1 June
  Expected date on which the Mandatory Offer closes at 12:00 on	Friday, 3 June
  Record date on which enX shareholders must hold enX shares in order to	Friday, 3 June
  accept the Mandatory Offer
  Results of the Mandatory Offer announced on SENS	Monday, 6 June
  Mandatory Offer consideration paid to offer participants, with the last	Monday, 6 June
  payment on
  Results of the Mandatory Offer published in the press	Tuesday, 7 June
  Notes:
  1. All dates and times in this announcement are local dates and times in South Africa.

  • 2. The above dates and times are subject to change. Any changes will be released on SENS and, if required, published in the press.

  • 3. No dematerialisation and rematerialisation of enX shares may take place between Wednesday, 1 June 2022 and Friday, 3 June 2022, both days inclusive.

  • 4. The mandatory offer must remain open for at least 30 business days after the opening date.

• 4. Copies of the Circular

  Due to the COVID-19 pandemic and the resultant lockdown regulations, hard copies of the Circular will not be available at the registered address of the Company. The Circular will only be available on enX's website atwww.enxgroup.co.za/circulars_/.

• 5. enX Responsibility Statement

  The enX Board accepts responsibility for the information contained in this announcement insofar as it relates to enX. To the best of its knowledge and belief, such information contained herein is true and nothing has been omitted which is likely to affect the importance of such information.

• 6. enX Independent Board Responsibility Statement

  The Independent Board accepts responsibility for the information contained in this announcement insofar as it relates to enX, and certifies that, to the best of its knowledge and belief, such information contained herein is true and nothing has been omitted which is likely to affect the importance of such information.

• 7. Offeror Responsibility Statement

  The Offerors (to the extent that the information relates directly to the Offerors) accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to the Offerors is true and this announcement does not omit anything that is likely to affect the importance of such information.

• 8 April 2022

Transaction Sponsor to enX

The Standard Bank of South Africa Limited

Corporate advisor to the Offerors

Java Capital

Legal advisor to Enx Bowman Gilfillan Inc.

Independent expert to enX

BDO Corporate Finance Proprietary Limited