Description of Activities

Description of transaction: The transaction concerns the proposed acquisition by International Container Terminal Services, Inc. (“ICTSI”) of the entire issued ordinary shares in TLG Acquisition Holdings (RF) Proprietary Limited (“TLG Holdings”), pursuant to the sale and purchase of shares agreement entered into between the merging parties.

Acquiring group: The primary acquiring undertaking is International Container Terminal Services, Inc. (“ICTSI”), a public company incorporated in accordance with the laws of Philippines and listed on both the Philippine Stock Exchange and the Over the Counter Markets Group in the United States. ICTSI is ultimately controlled by Mr. Enrique Razon, a Philippine national. The company’s principal business activities comprise terminal operations, port development, the provision of equipment and technology solutions for port operations, and the provision of logistics services, including warehousing and transportation. ICTSI controls several undertakings globally; however, neither ICTSI itself, or any of its subsidiaries nor Mr. Enrique Razon controls any undertaking incorporated in Namibia or outside Namibia that derives turnover in, into or from Namibia or holds any assets in Namibia. Accordingly, the acquiring group has no direct or indirect presence in Namibia through business operations, turnover-generating activities, or asset ownership.

Target undertaking: The primary target undertaking is TLG Acquisition Holdings (RF) Proprietary Limited (“TLG Holdings”), a private company incorporated in South Africa. TLG Holdings controls various subsidiaries across South Africa, Mozambique, Mauritius, and Namibia. In Namibia, TLG Holdings exercises control over its only subsidiary in the country, The Logistics Company Namibia Proprietary Limited (“TLC Namibia”), which is a private company duly incorporated under the laws of Namibia and through which the target undertaking generates turnover and owns assets in Namibia. In Namibia, the target undertaking conducts its principal business activities through TLC Namibia. These activities include the distribution of liquid bulk petroleum products (fuel supply and management services) from Namibia to neighbouring countries, as well as transport brokering and cross-border transportation and logistics services.

Relevant market: The merging parties submit that the relevant market is the distribution/transport of liquid bulk petroleum products and transport brokering services in Namibia.

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