Results of scheme meeting
TakeoverSuspensionMaterial
In brief
Omnia shareholders have passed all resolutions to approve the scheme of arrangement for Solar SA Investments to acquire their shares, supported by 99,97% of votes cast, ahead of the company's delisting from the JSE and A2X.
The announcement
Results of scheme meeting OMNIA HOLDINGS LIMITED SOLAR SA INVESTMENTS PROPRIETARY LIMITED (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) (Registration number 1967/003680/06) (Registration number 2026/528940/07) JSE share code: OMN (SOLAR SA) ISIN: ZAE000005153 (OMNIA) RESULTS OF SCHEME MEETING Capitalised terms used below and elsewhere in this announcement that are not otherwise defined in the announcement, bear the meaning ascribed to them in the combined circular (Circular) to shareholders of Omnia (Omnia Shareholders) dated 7 October 2026. Omnia Shareholders are referred to the sections of the Circular relating to: - the scheme of arrangement in terms of section 114(1)(c) of the Companies Act read with section 115 of the Companies Act, proposed by the Omnia Board between Omnia and Omnia Shareholders, in terms of which, if implemented, Scheme Participants will dispose of their Scheme Shares to Solar SA for the Scheme Consideration on the Scheme Implementation Date; and - the subsequent Delisting of all Omnia Shares from the Main Board of the JSE (in terms of paragraph 1.8(d) of the Listings Requirements) and from A2X (in terms of the A2X trading rules), pursuant to the Scheme being implemented. Shareholders are advised that at the Scheme Meeting held today, 5 November 2026, all the binding resolutions tabled thereat were passed by the requisite majority of votes cast by Omnia Shareholders. The total number of Omnia Shares voted in person or by proxy at the Scheme Meeting including abstentions was 121 645 493 representing 74,95% of Omnia’s issued ordinary share capital, being 162 297 200 Omnia Shares as at Friday, 30 October 2026, which was the Voting Record Date. The voting results were as follows: SHARES TOTAL SHARES VOTED ABSTAINED RESOLUTION FOR AGAINST (%)(1) (%)(1) NUMBER %(4) Special Resolution Number 1 Approval of the Scheme in terms of sections 114(1)(c) and 115 of the Companies Act 99,97% 0,03% 121 609 085(2) 0,02% Special Resolution Number 2 Revocation of Special Resolution Number 1 if the Scheme is not implemented 99,98% 0,02% 121 590 259(3) 0,03% Notes: 1. Votes cast disclosed as a percentage of the total number of shares voted at the Scheme Meeting 2. Representing 74.93% of Omnia’s issued ordinary share capital 3. Representing 74.92% of Omnia’s issued ordinary share capital 4. Shares abstained disclosed as a percentage of Omnia’s issued ordinary share capital CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME Omnia Shareholders will be advised once all the Scheme Conditions as set out in the Circular have been fulfilled (or waived, to the extent possible). A finalisation announcement will be made in due course based on the indicative salient dates and times detailed in the Circular. SALIENT DATES AND TIMES Shareholders are referred to the salient dates and times included in the Circular and set out in the announcement released on SENS on Wednesday, 7 October 2026 (which is available on Omnia’s website at: https://omnia.co.za/media/omnia-circular-2026.pdf) which set out the remaining salient dates and times relating to the Scheme and Delisting. These salient dates and times are subject to change since they have been determined based on certain assumptions including that no Court approval or review of the special resolution approving the implementation of the Scheme will be required. Shareholders will be notified of any amendments to these salient dates and times on SENS. OMNIA BOARD RESPONSIBILITY STATEMENT The Omnia Board collectively and individually, accept full responsibility for the accuracy of the information given in this announcement and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement in this announcement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this announcement contains all information required by Law and the Listings Requirements. THE INDEPENDENT BOARD RESPONSIBILITY STATEMENT The Independent Board (to the extent that the information relates to Omnia) collectively and individually accept responsibility for the accuracy of 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 Omnia is true and this announcement does not omit anything that is likely to affect the importance of such information, and that all reasonable enquiries to ascertain such information have been made. No member of the Independent Board is excluded from the statements above. SOLAR SA AND SOLAR MAURITIUS RESPONSIBILITY STATEMENT The boards of directors of Solar SA and Solar Mauritius (to the extent that the information relates to Solar SA and Solar Mauritius) collectively and individually 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 Solar SA and Solar Mauritius is true and this announcement does not omit anything that is likely to affect the importance of such information. They have made all reasonable enquiries to ascertain that no facts have been omitted, and this announcement contains all information required. 5 November 2026 Financial advisor and transaction sponsor to Omnia Merrill Lynch South Africa Proprietary Limited t/a BofA Securities Legal advisors to Omnia Webber Wentzel Corporate advisor and sponsor to Omnia Java Capital Financial advisors to Solar SA, Solar Mauritius and Solar Industries India Limited Rand Merchant Bank, a division of FirstRand Bank Limited Barrenjoey Advisory Pty Limited MP Capital Partners Pty Limited Legal advisors to Solar SA, Solar Mauritius and Solar Industries India Limited DLA Piper Advisory Services Proprietary Limited Cyril Amarchand Mangaldas Disclaimer The release, publication or distribution of this announcement in certain jurisdictions may be restricted by Law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities Laws of any such jurisdiction. This announcement does not constitute the solicitation of an offer to purchase shares or a solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful. The Scheme, which is the subject of this announcement, may be affected by the Laws of the relevant jurisdictions of non-resident shareholders. Such non-resident shareholders should familiarise themselves with and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any non-resident shareholder to satisfy himself as to the full observance of the Laws and regulatory requirements of the relevant jurisdiction in connection with the Scheme, which is the subject of this announcement, including the obtaining of any governmental, exchange control or other consents or the making of any filings which may be required, the compliance with other necessary formalities, the payment of any issue, transfer or other taxes or other requisite payments due to such jurisdiction. The Scheme is governed by the laws of South Africa and is subject to any applicable Laws and regulations, including the Listings Requirements, the Companies Act and the Takeover Regulations. Any Shareholder who is in doubt as to its position, including, without limitation, tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay. Forward-Looking Statements This announcement contains statements about Omnia that are or may be forward-looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditure, acquisition strategy, and expansion prospects for future capital expenditure levels and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Omnia cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Omnia operates may differ materially from those made in, or suggested by, the forward- looking statements contained in this announcement. All these forward-looking statements are based on estimates and assumptions, as regards Omnia, made by Omnia as communicated in publicly available documents issued by Omnia, all of which estimates and assumptions, although Omnia believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those forward-looking statements or assumptions include other matters not yet known to Omnia or not currently considered material by Omnia. Shareholders should keep in mind that any forward-looking statement made in this announcement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Omnia not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. Omnia and Solar SA have no duty to, and do not intend to, update or revise the forward-looking statements contained in this announcement after the date of issue of this announcement, except as may be required by Law. Any forward-looking statement has not been reviewed nor reported on by Omnia's external auditors. Foreign Omnia Shareholders This announcement has been prepared for the purposes of complying with the Laws of South Africa and is subject to applicable Laws in South Africa, including but not limited to the Companies Act, the Companies Regulations and the Listings Requirements and is published in terms thereof. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the Laws of any jurisdiction outside of South Africa, or the requirements of any exchange other than the JSE. To the extent that the release, publication or distribution of this announcement in jurisdictions other than South Africa may be restricted or prohibited by Law and therefore any Persons who are subject to the Laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities Laws of any such jurisdiction. This announcement and any accompanying documentation are not intended to, and do not constitute, or form part of, an offer to sell or a solicitation of any vote or approval in any jurisdiction in which it is unlawful to make such an offer or solicitation, or such offer or solicitation would require Omnia to comply with any filing and/or other regulatory obligations ("Affected Jurisdictions"). In those circumstances or otherwise if the distribution of this announcement and any accompanying documentation in jurisdictions outside of South Africa are restricted or prohibited by the Laws of such jurisdiction, this announcement and any accompanying documentation are deemed to have been sent for information purposes only and should not be copied or redistributed. Shareholders are made aware that it may be difficult for you to enforce your rights and any claim you may have arising under other foreign securities Laws, since Omnia is located in South Africa. You may not be able to sue Omnia, Solar SA or their respective officers or Directors in any Court, including South African Courts, for violations of securities Laws in other jurisdictions. It may be difficult to compel Omnia, Solar SA or a Member of the Omnia Group or the Solar Group to subject itself to a Court's judgment in other jurisdictions. Omnia Shareholders who are not resident in, or who have a registered address outside of, South Africa must satisfy themselves as to the full observance of the Laws of any applicable jurisdiction concerning the receipt of the Scheme Consideration, including any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such other jurisdictions and are required to advise Omnia of all such filing or regulatory obligations as Omnia, or Solar SA may be required to comply with in such jurisdictions in relation to the Transaction. Foreign Shareholders who are in any doubt as to their position should consult their professional advisors immediately. Any Foreign Shareholder will be responsible for any transfer taxes, other taxes or other requisite payments by whomsoever payable on behalf of such Foreign Shareholder. Omnia and Solar SA and their respective boards of directors and advisors accept no responsibility for the failure by an Omnia Shareholder to inform itself about, or to observe, any applicable legal requirements in any relevant jurisdiction, nor for any failure by Omnia, or Solar SA to observe the requirements of any jurisdiction. Omnia Shareholders wishing to accept the Offer, if applicable, should not use the post of any of the Affected Jurisdictions or any such means, instrumentality or facility for any purpose, directly or indirectly, relating to the Offer. Envelopes containing the Form of Surrender, Transfer and Acceptance (blue) or other documents relating to the Offer should not be post-marked in any of the Affected Jurisdictions or otherwise dispatched from any of the Affected Jurisdictions and all acceptors must provide addresses outside the Affected Jurisdictions for receipt o f the Per Share Scheme Consideration to which they are entitled under the Offer. General This announcement does not constitute a prospectus or a prospectus-equivalent document. Omnia Shareholders are advised to read the Circular, which contains the full terms and conditions of the Scheme, with care. Any decision to approve the Scheme or any other response to the Scheme should be made only on the basis of the information contained in the Circular. The Scheme and the Circular are governed by the Laws of South Africa and are subject to applicable South African Laws, including the Companies Act, the Takeover Regulations and to the extent applicable, the Listings Requirements. The offer is made for the securities of a South African company, being Omnia, by means of the Scheme. The offer is subject to disclosure requirements under South African Law that are different from those in other jurisdictions. Financial statements included in the Circular have been prepared in accordance with South African accounting standards and IFRS that may not be comparable to the financial statements of companies in other jurisdictions. Any Omnia Shareholder who is in doubt as to its position, including, without limitation, its tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay. Date: 05/11/2026 04:25:00 Produced by the JSE SENS Department. 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