Volaris offer: compliance with the additional conditions of the scheme

ADAPT IT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/017276/06)
Share code: ADI
ISIN: ZAE000113163
(“Adapt IT”)

VOLARIS GROUP INC
(Incorporated in Canada)
(Company number: 002277095)
(“Volaris”)

VOLARIS OFFER: FULFILLING OF THE ADDITIONAL CONDITIONS OF THE DIAGRAM

1. Introduction

1.1. Adapt IT Shareholders are invited to refer to the various announcements
published on SENS relating to Volaris’ offer to acquire control of Adapt IT by the
acquisition of up to 100% of the issued ordinary shares (excluding own shares) of Adapt IT
of Adapt IT shareholders for a cash consideration of R 7.00 per Adapt IT share (“Volaris
Offer ”), the last of which aired on SENS on Monday, December 6, 2021.

1.2. Capitalized terms used in this document, which are not otherwise defined, have the meanings assigned to them.
in the joint circular distributed to Adapt IT Shareholders relating to the Volaris Offer dated
June 1, 2021.

2. Compliance with plan conditions

2.1. Adapt IT shareholders are requested to refer to the joint announcement published on SENS on Tuesday,
November 30, 2021 and are informed that:

2.1.1. The condition of the program linked to the absence of a material adverse event has been
waived by Volaris; and

2.1.2. The Scheme Condition linked to the approval of the Transaction by the Zimbabwean competition
authorities, has been fulfilled.

3. Exceptional conditions of the plan

3.1. The Plan is still subject to the following remaining Plan conditions:

3.1.1. Program Participants making the Choice to Exit (or being deemed to have made the Choice to Exit
Choice) for at least 50% plus one of the Adapt IT Actions (excluding Exclu
Actions) and the announcement of this result on SENS; and

3.1.2. Receipt of a certificate of compliance or a waiver issued by the Takeover Panel in terms of
the Companies Act with regard to the scheme.

3.2. The other conditions of the program should be fulfilled by the date of finalization of the program of
Thursday, December 30, 2021.

3.3. Adapt IT Shareholders are reminded that in matters of Default Position, if they are not validly
make the choice to exit and / or to continue with one of their Adapt IT actions,
they will be deemed to have made the exit choice with regard to these Adapt IT actions and
therefore, these Adapt IT Shares will be acquired by Volaris.

4. Schedule

4.1. Consequently, subject to paragraph 3.1 above, the Transaction will be carried out in accordance with the
dates and times published in the announcement broadcast on SENS on Tuesday, November 30
2021, reproduced below:

2021

LDT Scheme on Friday, December 24

Trading in Adapt IT shares on the JSE suspended from the start of trading on Tuesday, December 28
to

Last day for the election form (blue) to be validly submitted by Certificated Adapt Thursday, December 30
IT Shareholders with Transfer Secretaries and elections to be made by
PSDCs or dematerialized shareholders’ brokers Adapt IT before 12:00 p.m.

Date of registration of the examination of the plan to be entered in the register until Thursday, December 30
receive the plan consideration on

Scheduled program finalization date and finalization announcement confirming Thursday, December 30
The unconditionality of the program must be published on SENS no later than 5:00 p.m. on

The announcement of the confirmation of the delisting should be published on SENS on Friday, December 31.

2022

The program implementation date is expected to be Monday January 3

Payment of the consideration to the dematerialized shareholders of Adapt IT Monday, January 3
should be on

Payment of the plan consideration to Adapt IT certified shareholders to be taken on Monday, January 3
take place within 5 working days (assuming the delivery of title deeds and
duly completed delivery, transfer or acceptance form) the date that is
should be on
End of quotation of Adapt IT shares on the JSE at the opening of trading on Tuesday, January 4
should be on

Remarks:

1. No dematerialization or rematerialization of Adapt IT Actions may take place from the
start of activities on the Business Day following the LDT Scheme. The scheme
LDT is Friday, December 24, 2021.
2. Adapt IT Shareholders should note that although the Scheme will not yet be
unconditional to the LDT Scheme, the trading of Adapt IT Shares on the JSE will be
suspended from the start of trading on the following business day, i.e. Tuesday,
December 28, 2021 and Adapt IT shareholders will therefore not be able to negotiate their
Adapt IT actions from this date.
3. If the program does not become unconditional on the program review record
Date, it will be announced that the Scheme has failed and the trading of Adapt IT Shares
will summarize.
4. All times mentioned in this announcement refer to South African Standard Time.

5. Statement of responsibility of the independent board of directors

Adapt IT’s independent board of directors accepts responsibility for the information contained in this
announces which relates to Adapt IT and confirms that, to the best of its knowledge and belief, the
information contained in this advertisement is true and nothing has been omitted that is likely to
affect the importance of the information.

6. Statement of responsibility of the board of directors of Volaris

The Volaris Board of Directors accepts responsibility for the information contained in this
announces which relates to Volaris and confirms that to the best of its knowledge and belief, the
information contained in this advertisement is true and nothing has been omitted that is likely to
affect the importance of the information.

Johannesburg
December 13, 2021

Sponsor
Merchant capital

Financial Advisor
The Standard Bank of South Africa Limited

Jural advisor
Webber Wentzel

Volaris transactional advisor
Capital of PSG

Legal advisor to Volaris
Cliffe Dekker Hofmeyr

Date: 13-12-2021 10:10:00
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