Description of Activities

Description of transaction: The proposed transaction constitutes an intra-group or internal restructuring involving the acquisition of additional shares in Number Two Piggeries Proprietary Limited ("N2P") by an existing shareholder, N2 Group Holdings Proprietary Limited ("N2 Holdings"). In terms of the proposed transaction, N2 Holdings will acquire shareholding in N2P from Vaalbank Trust and Lazy B Trust. Following the acquisition, N2 Holdings' shareholding in N2P will increase, resulting in N2 Holdings acquiring a controlling interest in N2P.

Acquiring group: The primary acquiring undertaking is N2 Group Holdings Proprietary Limited ("N2 Holdings"), a company incorporated in South Africa. Its business activities are limited to holding its existing investment in Number Two Piggeries Proprietary Limited ("N2P"). N2 Holdings is controlled by the David Miles Family Trust ("DMFT"), a family trust established in South Africa. DMFT does not conduct any business activities other than holding shares in N2 Holdings.

Target undertaking: The target undertaking is Number Two Piggeries Proprietary Limited ("N2P"), a company incorporated in South Africa. In Namibia, N2P holds a controlling interest in Mariental Piggery (Pty) Ltd ("Mariental Piggery"), which, in turn, holds a non-controlling shareholding in Wilru Investments Eight (Pty) Ltd. In addition, N2P controls Mariental Abattoir (Pty) Ltd and Cathral Investment Four (Pty) Ltd ("Cathral Investment"). Cathral Investment, in turn, controls Haloli Piggery (Pty) Ltd, Tsumeb Abattoir (Pty) Ltd, Haloli Game (Pty) Ltd, and Cathral Investments Five (Pty) Ltd, which is currently dormant. N2P is a diversified agricultural holding company focused on primary production and processing within the pork, dairy, and beef industries in South Africa and Namibia. The company operates across four principal business divisions, namely piggeries, abattoirs, dairy, and beef. In Namibia, however, N2P's activities are limited to its piggeries and abattoirs divisions.

Relevant market: The relevant market comprises the breeding, rearing, and supply of live pigs (piggeries), as well as the slaughtering and processing of pigs for pork products (abattoirs) within Namibia.

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