MC-4863

**Outlook Message ID:** `AAkALgAAAAAAHYQDEapmEc2byACqAC-EWg0A79prnwa9QEuY4jHjnpAstQAFI5GFeAAA` **Open in Outlook:** (webLink not returned by API — search Outlook Web by subject 'FW: B4i Put Option') **From:** Matthew Herman <mherman@safair.co.za> **Subject:** FW: B4i Put Option **Received:** 2026-06-09 08:54 SAST **Attachments:** Yes (1+ files) — see folder below --- **ACTION REQUIRED:** Review B4i Shareholders Agreement put-option terms. NdizaSafair put option becomes exercisable 7 years after Effective Date (27 June 2019) = exercisable from 27 June 2026 — ~2 weeks out. Legal/financial significance high. --- **EMAIL BODY:** Clause 10 of attached SHA grants NdizaSafair a put option to require Safair Holdings + the Investment Trust to buy its shares + loan account. - **Timing:** exercisable any time after 7 years from Effective Date (27 June 2019). - **Procedure:** NdizaSafair delivers a Put Option Notice to both Put Option Purchasers, requiring pro-rata purchase of shares + loan account. Delivery date = Put Exercise Date. - **Automatic sale agreement** deemed concluded on Put Exercise Date; risk/benefit passes that date. Share price = NAV Adjusted Calculation (Annexure B); loan account at face value. - **Completion:** within 30 days of Put Exercise Date (or once regulatory approvals obtained). - **Failure to transfer:** purchasers appointed attorney/agent to sign; company may cancel share certificates. - **Guarantees:** purchasers must use reasonable efforts to release NdizaSafair from guarantees/suretyships; indemnify until released. - **Transfer taxes:** purchasers pay securities transfer tax. Also noted: AELF Novation with Absa MSN 40851 effective 4 Dec 2025; Consent letter issued 2 March 2026. Checking with Kirby re first round of partner updates from marketing. Contractual COC provision MSN 40851 / ZS-ZWA — Clause 8.5 Lessee Ownership (body truncated). *** **Correct me:** open this ticket in MC and use the Life Manager feedback buttons (Not important / Noisy sender / Noisy subject / Always surface / Wrong class / Done), or Telegram Luci: 'ignore like MC-XXXX', 'always surface MC-XXXX', 'noisy sender MC-XXXX', 'noisy subject MC-XXXX', or 'wrong MC-XXXX'. Rules write to ~/workspace/data/life-manager/config.yaml; safety keywords block silence rules unless --force.