PBT GROUP LIMITED - Declaration of Special Distribution

Declaration of Special Distribution

PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG ISIN: ZAE000256319
("PBT Group" or “the Company”)

Declaration of Special Distribution

The company's distribution policy is to consider an interim and a final distribution in respect of each
financial year. At its discretion, the board of directors may consider a special or ad hoc distribution,
where appropriate. Depending on the perceived need to retain funds for expansion or operating
purposes, the board of directors may also elect not to pay distributions.

Shareholders are referred to the SENS announcement published on 28 March 2023 regarding the
disposal of the investment in Payapps Limited and are advised that on Thursday, 6 April 2023, the
Board of Directors resolved to declare a special capital reduction distribution of 75.00 cents per PBT
ordinary share and a special dividend distribution of 75.00 cents per PBT ordinary share (collectively
‘the Distribution”). The total Distribution of R1.50 per PBT ordinary share equates to R156.9 million.

The special dividend distribution is subject to exchange control approval by the South African Reserve
Bank. A further announcement will be released on or before Friday, 21 April 2023, the expected
finalisation date, once exchange control approval has been obtained.

The implications of the Distribution on shareholders are as follows:

• The gross special dividend of 75.00 cents per PBT ordinary share from income reserves will be
  subject to dividend withholding tax at a rate of 20%. Consequently, a net final dividend of 60.00
  cents per share will be distributed to those shareholders who are not exempt from paying dividend
  tax. In terms of dividend tax legislation, the dividend tax amount due will be withheld and paid over
  to the South African Revenue Services by a nominee company, stockbroker or Central Securities
  Depository Participant (“CSDP”) (collectively ‘regulated intermediary’) on behalf of the shareholders.
  However, all shareholders choosing this option should declare their status to their regulated
  intermediary, as they may qualify for a reduced dividend tax rate or exemption.

• The capital reduction distribution of 75.00 cents per PBT ordinary share is not subject to dividend
  withholding tax as it is paid out of capital reserves. As the capital reduction distribution will be
  regarded as a return of capital and may therefore have potential capital gains tax consequences,
  shareholders are advised to consult their tax advisers regarding the impact of the capital reduction
  distribution.

As at the date of declaration of the Distribution there were 104 590 000 PBT ordinary shares in
issue. The company’s income tax reference number is 9725148713.

In compliance with the Companies Act, the Directors confirm and have resolved that the Company will
satisfy the solvency and liquidity test immediately after the payment of the Distribution.

In accordance with the provisions of Strate Proprietary Limited, the electronic settlement and custody
system used by the JSE Limited, the relevant dates for the Distribution are as follows:


 Last day to trade “cum Distribution”                Tuesday, 2 May 2023
 First trading day “ex Distribution”                 Wednesday, 3 May 2023
 Record date                                         Friday, 5 May 2023
 Payment date                                        Monday, 8 May 2023

No share certificates may be dematerialised or rematerialised between Wednesday, 3 May 2023, and
Friday, 5 May 2023, both days inclusive. Only the shareholders recorded in the Company’s share
register as at record date are entitled to receive the Distribution declared.

Payments for certificated shareholders will be transferred electronically to their bank accounts on the
payment date. Shareholders who hold dematerialised shares will have their accounts at their CSDP or
stockbroker credited on Monday, 8 May 2023.

11 April 2023
Cape Town

Sponsor

Questco Corporate Advisory Propriety Limited

Date: 11-04-2023 03:57:00
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