PREMIER GROUP LIMITED - Decision not to proceed with the initial public offering

Decision not to proceed with the initial public offering

Premier Group Limited
(formerly Premier Group Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
(JSE share code: PMR)
(ISIN: ZAE000311692)
(Premier, the “Group” or the “Company”)

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DECISION NOT TO PROCEED WITH THE INITIAL PUBLIC OFFERING

On 22 November 2022, Premier published a pre-listing statement in relation to the Offer, by way of a
private placement, of up to 65,031,587 Ordinary Shares and the subsequent admission to listing of the
Ordinary Shares of Premier on the Main Board of the JSE Limited.

The capitalised words and expressions used in this announcement, unless expressly defined or
indicated otherwise herein, shall bear the meanings given to them in the full pre-listing statement.

Premier received a significant amount of investor interest and support for the business however, the
South African capital markets (in particular over the last 48 hours) have not been conducive to supporting
a successful IPO. Therefore, the Premier board and shareholders have resolved not to proceed with
the Offer at this time.

As noted in the pre-listing statement, in the event of the Offer not proceeding, Titan and RMB have
agreed, in specified proportions, to acquire unlisted Ordinary Shares in Premier from Brait for an
aggregate consideration of ZAR3.5 billion by way of a private sale of shares, subject to the terms and
conditions (including, inter alia, approval from the Competition authorities, if applicable) in the Share
Purchase Agreement entered between Titan, RMB, Brait and the Company.

The Premier Board, management and shareholders remain excited about the opportunity to execute
Premier’s growth strategy under private ownership.

The Company and Brait would like to thank potential investors for their engagement and interest in the
Offer throughout the process.

Johannesburg

2 December 2022

Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Joint Global Coordinator, Joint Bookrunner and Stabilisation Manager
Rand Merchant Bank (A division of FirstRand Bank Limited)

Joint Global Coordinator and Joint Bookrunner
The Standard Bank of South Africa Limited
Joint Bookrunner
Investec Bank Limited

South African Legal Advisor to the Company
DLA Piper Advisory Services Proprietary Limited

South African Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and
Stabilisation Manager
Webber Wentzel

International Legal Advisors to the Joint Global Coordinators, Joint Bookrunners and
Stabilisation Manager
Linklaters LLP

Independent Reporting Accountants and auditors
PricewaterhouseCoopers Inc.

Date: 02-12-2022 10:50:00
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