AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Finalisation announcement in relation to the distribution of Bytes Technology Group plc convertible notes Finalisation announcement in relation to the distribution of Bytes Technology Group plc convertible notes ALLIED ELECTRONICS CORPORATION LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1947/024583/06) Share code: AEL ISIN: ZAE000191342 ("Altron" or "the Company") NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. FINALISATION ANNOUNCEMENT IN RELATION TO THE DISTRIBUTION OF BENEFICIAL INTEREST IN BYTES TECHNOLOGY GROUP PLC CONVERTIBLE NOTES 1 INTRODUCTION Altron Ordinary Shareholders are referred to both the firm intention announcement released on SENS on 2 November 2020 and the declaration announcement released on SENS on 20 November 2020 relating to the demerger of Bytes Technology Group Limited (now named Bytes Technology Limited) ("Bytes UK") from Altron, consisting of the Distribution, the Offer, Admission, the Disposal, the Redemption and the Conversion ("Demerger") and the admission of the entire issued and to be issued ordinary shares of Bytes Technology Group plc to the premium listing segment of the Official List of the FCA and to trading on t he London Stock Exchange plc ("LSE")'s main market for listed securities and the Main Board of the JSE Limited ("JSE") by way of secondary inward listing (together "Admission"). Pursuant to the Demerger, Altron Ordinary Shareholders, who are on the Altron register at the Record Date for the Distribution (see paragraph 2 below), will be entitled to the beneficial interest in 0.5 Convertible Notes for every 1 Altron Ordinary Share held. Convertible Notes distributed to Altron Ordinary Shareholders will be redeemed in the Default Ratio, estimated to be 25% Redemption : 75% Conversion. Altron Ordinary Shareholders will have the option to elect to redeem a greater percentage of their Convertible Notes for cash. The Default Ratio and Altron Ordinary Shareholder elections are subject to there being sufficient demand in the Offer. Unless expressly defined, capitalised terms used in this announcement shall bear the same meanings as ascribed to them in the Circular published on 3 November 2020. Altron Ordinary Shareholders are advised that the conditions precedent to the Distribution have been met and the implementation of the Distribution will occur in accordance with the following timeline below: 2 IMPORTANT DATES AND TIMES 2020 Last day to trade in Altron Ordinary Shares in order to be eligible to receive the Distribution Friday, 4 December Altron Ordinary Shares trade ex the entitlement to receive the Distribution on Monday, 7 December Record Date for the Distribution Wednesday, 9 December Expected QIB Notification Time, 12:00 on Wednesday, 9 December Distribution Election Date Wednesday, 9 December Settlement date for the Distribution (Altron to hold Convertible Notes as nominee for Altron Ordinary Shareholders) Thursday, 10 December Admission of the Bytes Technology Group plc Shares to the LSE and commencement of unconditional dealings in Bytes Technology Group plc Shares on the LSE at 8:00 (London time) on Thursday, 17 December Admission of the Bytes Technology Group plc Shares to the JSE and commencement of unconditional dealings in Bytes Technology Group plc Shares on the JSE at 10:00 on Thursday, 17 December Settlement for conversion of Convertible Notes Thursday, 17 December Payment date for redemption of Convertible Notes Wednesday, 23 December Fractional entitlement payment date Wednesday, 23 December The following dates assume that court approval or review of the Disposal and Distribution is required: Last day for Altron Shareholders who voted against the Disposal and/or 5 Business Days after the the Distribution to require Altron to seek court approval for the Disposal General Meeting, currently and/or the Distribution in terms of section 115(3)(a) of the Companies Act, anticipated to be Tuesday, 8 if at least 15% of the total votes of Altron Shareholders at the General December Meeting were exercised against the Disposal and the Distribution on Last day for Altron Shareholders who voted against the Disposal and/or 10 Business Days after the the Distribution to apply to the court for a review of the Disposal and/or General Meeting, currently the Distribution in terms of section 115(3)(b) of the Companies Act on anticipated to be Tuesday, 15 December Notes: 1. All times shown in this announcement are South African Standard Time unless otherwise stated. 2. All dates and times are subject to change by Altron. Any material change will be released on SENS and published in the South African press. 3. Altron Ordinary Share certificates may not be rematerialised or dematerialised between Monday, 7 December 2020 and Wednesday, 9 December 2020, both days inclusive. 4. The dates have been determined based on certain assumptions regarding the dates by which certain Altron Shareholder and regulatory approvals will be obtained and that no court approval or review of the Disposal and/or Distribution will be required. If the relevant dates change and the dates set out above are therefore impacted, details of the relevant change will be released on SENS and published in the South African press. 5. Admission of the Bytes Technology Group plc Shares to the JSE and commencement of unconditional dealings in Bytes Technology Group plc Shares on the JSE will commence at 10:00am instead of 9:00am in order to align with the admission time on the LSE and facilitate a simultaneous listing on both exchanges. 3 ALTRON SHAREHOLDERS DIVIDENDS TAX DECLARATIONS AND UNDERTAKINGS Altron Shareholders are further reminded and strongly encouraged to duly complete and sign the relevant required Form of Declaration and Undertaking (as applicable), which forms were attached to the Circular and are available at www.altron.com/investors/notices-circulars/, and submit same to Altron before 23:59 on Tuesday, 8 December 2020. Failure to submit the required Form of Declaration and Undertaking to the Company will increase the dividends tax liability of Altron as a result of the Distribution, which may have an adverse impact of the value of the Altron Ordinary Shares after Admission. If you are the registered holder of the Altron Ordinary Shares but not the beneficial owner or the duly authorised agent of the beneficial owner, kindly procure that the beneficial owner duly completes and signs the required form of Declaration and Undertaking (as applicable), which forms were attached to the Circular and are available at www.al tron.com/investors/notices-circulars/, and submit such completed and signed Form of Declaration and Undertaking by the beneficial owner to Altron before 23:59 on Tuesday, 8 December 2020. If you are exempt from dividends tax You should complete Form I of the Forms of Declarations and Undertakings and return such form to Altron in the manner set out in that form to be received by no later than 23:59 on Tuesday, 8 December 2020. If you are subject to dividends tax at a reduced rate You should complete Form II of the Forms of Declarations and Undertakings and return such form to Altron in the manner set out in that form to be received by no later than 23:59 on Tuesday, 8 December 2020. 4 DIRECTOR RESPONSIBILITY STATEMENT The Altron Board accepts responsibility for the information contained in this announcement as it relates to the Company and confirms that, to the best of its knowledge and belief, such information relating to Altron is true and that this announcement does not omit anything likely to affect the importance of such information. Johannesburg 2 December 2020 Financial Advisor and Transaction Sponsor Rand Merchant Bank, a division of FirstRand Bank Limited Legal Advisor DLA Piper IMPORTANT NOTICE This announcement is an advertisement and does not constitute a prospectus in connection with an offering of securities. These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in, into or within the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The announcement does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, securities to the public as defined in the South African Companies Act, 2008 (the "SA Companies Act") and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of Chapter 4 of the SA Companies Act. These materials do not, nor are they intended to, constitute a prospectus prepared and registered under the SA Companies Act. Nothing in these materials should be viewed, or construed, as "advice" as that term is used in the Financial Markets Act, 2012 and/or the Financial Advisory and Intermediary Services Act, 2001. This announcement and any offer if subsequently made is and will only be addressed to and is and will only be directed at persons in South Africa who fall within one of the categories listed in section 96(1)(a) and/or (b) of the SA Companies Act. This announcement may include statements that are, or may be deemed to be, "forward -looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward- looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Altron's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Altron and/or Bytes Technology Group plc's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. No representation or warranty is made that any forward-looking statement will come to pass. Date: 02-12-2020 12:32:00 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.