Small Related Party Transaction Update, Withdrawal of Cautionary and Change To BEL Remuneration Committee Bell Equipment Limited (Incorporated in the Republic of South Africa) Registration Number: 1968/013656/06 Share code: BEL ISIN: ZAE000028304 (“BEL” or “the Company”) SMALL RELATED PARTY TRANSACTION UPDATE, WITHDRAWAL OF CAUTIONARY AND CHANGE TO BEL REMUNERATION COMMITTEE 1. THE TRANSACTION Shareholders are referred to the cautionary announcement released on SENS on 7 January 2019 whereby shareholders were advised that Bell Equipment Company SA (Pty) Ltd (“BECSA”) Registration Number: 1966/004606/07, a wholly owned subsidiary of BEL, had reached agreement in principle to acquire the business (purchase of assets and take-on of employees) of Matriarch Equipment CC (“Matriarch”) Registration Number: 2009/128755/23, as a going concern (“the Transaction”). 2. FINANCIAL INFORMATION The value of the tangible assets that are the subject of the Transaction, including the inventory referred to in Clause 4 below, is R15,8 million. BECSA will also acquire all Intellectual Property (“IP”) of Matriarch. The value of the IP has been determined by valuing the Matriarch business on a discounted cashflow basis. In order to reduce the inherent risks surrounding forecasts used in the discounted cashflow valuation the value of the IP and therefore the consideration payable in respect of the IP has been structured to include an initial upfront payment of R3,8 million and a Performance Based Consideration (“PBC”) linked to actual future sales of Matriarch equipment. The PBC will be payable quarterly in arrears for a period of 5 years from the effective date and is capped at R15 million. The profit before tax attributable to the underlying business of Matriarch as recorded in their unaudited management accounts for the ten months ending 31 December 2018 is R447 000. 3. FAIRNESS OPINION BEL has provided the JSE with written confirmation from Deloitte & Touche as Independent Expert acceptable to the JSE that the terms of the small related party transaction are fair as far as the shareholders of BEL are concerned (the “Fairness Opinion”). This Fairness Opinion is available for inspection at the registered offices of BEL for 28 days from the date of this announcement. 4. WITHDRAWAL OF CAUTIONARY As the inventory value, being R14,5 million, has now been established which was the only remaining element of the purchase consideration that was outstanding for the finalisation of the Fairness Opinion, shareholders are advised that the cautionary is withdrawn. 5. BEL BOARD AND REMUNERATION COMMITTEE CHANGES In terms of section 3.59(c) of the Listings Requirements of the JSE, shareholders are advised that with immediate effect, Ashley Bell’s position on the BEL board will change from non-executive to executive director. Consequently, Ashley Bell will be replaced on the Remuneration Committee by Gary Bell, the non-executive chairman of the board, to ensure that there are 3 non-executive directors on such a committee. Following the BEL board change, the composition of the BEL board remains compliant with the King IV requirement that a board of directors should comprise a balance of power, with a majority of non-executive directors, the majority of whom should be independent. Richards Bay 1 February 2019 Sponsor and corporate advisor: Investec Bank Limited Independent Expert: Deloitte & Touche Date: 01/02/2019 03:00:00 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.