COMBINED CIRCULAR TO ALARIS SHAREHOLDERS

Relating to:
• a scheme of arrangement in terms of section 114(1) of the Companies Act, proposed by the Alaris Board between Alaris and Alaris Shareholders, and to which the Consortium is a party, in terms of which, if successfully implemented, the Consortium will inter alia acquire all of the Exit Election Shares from the Scheme Participants for a cash consideration of R4.20 per Share;
• concurrently with the Scheme, a Standby Offer, which Standby Offer will become effective if a Standby Offer Trigger Event occurs, subject to the Standby Offer Conditions; and
• the possible delisting of all Alaris Shares from the Alternative Exchange of the JSE if the Scheme becomes Operative and the JSE approves the delisting pursuant to the approval of the Scheme Delisting Resolution or if the Standby Offer becomes Operative and the JSE approves the delisting pursuant to the approval of the Standby Offer Delisting Resolution;

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