Description of Activities

Description of transaction: The transaction concerns the proposed acquisition by SII Rail Investments GP Proprietary Limited (“SII Rail Investments GP”) of control over Traxtion (Mauritius) Limited (“Traxtion”) through the acquisition of special rights and privileges conferring control.

Acquiring group: The primary acquiring undertaking is SII Rail Investments GP, a company incorporated in South Africa that serves as an investment vehicle within the STANLIB Infrastructure Investment Group and does not control any entity. SII Rail Investments GP is controlled by STANLIB Infrastructure Fund II ("STANLIB II"), a private infrastructure fund represented by STANLIB Infrastructure GP 2 Proprietary Limited ("SIGP2"), which is also incorporated in South Africa. STANLIB II is managed by STANLIB Asset Management Proprietary Limited ("STANLIB Asset Management") in its capacity as the fund's investment manager. STANLIB Asset Management is controlled by STANLIB Limited, a public company incorporated in South Africa. STANLIB Limited is wholly owned by Liberty Holdings Limited ("LHL"), which is, in turn, controlled by Standard Bank Group Limited ("SBG"), a public company incorporated in South Africa and listed on both the Johannesburg Stock Exchange ("JSE") and the Namibia Stock Exchange ("NSX"). The acquiring group's activities include the provision of banking and other financial services through Standard Bank, insurance services through Liberty Holdings Limited, infrastructure investments across sectors such as power, renewable energy, rail, roads, airports, water, storage, and digital infrastructure, as well as asset management through STANLIB Limited.

Target undertaking: The target undertaking is Traxtion, a company incorporated in Mauritius. Traxtion is active in the provision of freight rail services and related solutions. Its activities primarily comprise the leasing of locomotives and rolling stock, as well as the provision of technical and maintenance services. In addition, Traxtion supplies rolling stock components and spare parts and provides associated technical support, safety and compliance services, and rail-related training. Traxtion's services are primarily provided to customers in the mining, industrial, and bulk commodities sectors, including producers of coal, copper, ferrochrome, and gold. In Namibia, Traxtion does not control any subsidiary undertaking incorporated or registered in the country. However, it is active in Namibia through the provision of freight rail-related services, including locomotive leasing and operational support services for freight rail operations. These services are provided primarily pursuant to a contract with TransNamib Holdings Limited (“TransNamib”), from which Traxtion derives turnover in Namibia.

Relevant market: The provision of freight rail services and related solutions, including locomotive and rolling stock leasing, maintenance and technical support services, and associated freight rail operational services in Namibia.

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