METROFILE HOLDINGS LIMITED - Disclosure Of The Acquisition Of A Beneficial Interest In Ordinary Shares In Metrofile Holdings Limited

Disclosure Of The Acquisition Of A Beneficial Interest In Ordinary Shares In Metrofile Holdings Limited

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: ZAE000061727
("Metrofile" or "the Company")

DISCLOSURE OF CHANGE IN BENEFICIAL INTEREST IN METROFILE ORDINARY SHARES

Metrofile shareholders ("Shareholders") are referred to the joint firm intention announcement
by the Company and Main Street 2093 (RF) Proprietary Limited ("Offeror") published on the
Stock Exchange News Service operated by the JSE Limited ("JSE") on 17 September 2025
("FIA").

Unless otherwise herein defined, capitalised terms will have the meanings ascribed thereto in
the FIA.

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 and paragraph
3.83(b) of the JSE Listings Requirements, Metrofile shareholders ("Shareholders") are
advised that the Company has received the following notifications:

   •   a notice in the prescribed form, from The Standard Bank of South Africa Limited (acting
       through its Corporate and Investment Banking division) ("SBSA"), advising that SBSA
       has acquired a beneficial interest in 9.96% of the issued ordinary shares ("Shares") in
       the Company; and
   •   a notice in the prescribed form, from Mango Holding Corp. (the Offeror's holding
       company) ("HoldCo"), advising that HoldCo has acquired a beneficial interest in 9.96%
       of the Shares in issue ("HoldCo Beneficial Interest"), arising pursuant to an arm's
       length total return swap arrangement ("TRS") between HoldCo and SBSA.

Shareholders are further advised that HoldCo has correspondingly delivered a notice to the
Takeover Regulation Panel ("TRP"), in the prescribed form in accordance with regulation 98(2)
of the Companies Regulations, 2011, in terms of which HoldCo has notified the TRP that it
has acquired the HoldCo Beneficial Interest pursuant to the TRS and that the Shares subject
to the TRS were purchased by SBSA at a price below the Offer Consideration. In terms of the
TRS, HoldCo will acquire these Shares from SBSA upon maturity of the TRS, unless the
Scheme is implemented prior to the maturity date of the TRS, in which event SBSA will dispose
of these Shares under the Scheme.

As required in terms of section 122(3) (a) of the Companies Act, Metrofile has filed the required
notice with the Takeover Regulation Panel ("TRP").

The board of directors of the Company accepts responsibility for the information contained in
this announcement having relied on the notice information as provided by SBSA and HoldCo
in the respective Form TRP 121.1 and, to the best of their knowledge and belief, such
information is true and does not omit anything likely to affect the importance of such
information contained herein.
Illovo

15 October 2025

Sponsor
The Standard Bank of South Africa Limited

Date: 15-10-2025 05:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.