TELEMASTERS HOLDINGS LIMITED - Cautionary Announcement and Board Restructure

Cautionary Announcement and Board Restructure

TELEMASTERS HOLDINGS LIMITED
(Registration Number: 2006/015734/06)
JSE Code: TLM ISIN: ZAE 000093324
("the Company" or "TeleMasters")


CAUTIONARY ANNOUNCEMENT AND BOARD RESTRUCTURE


Shareholders are advised that, in accordance with the changes in licencing provisions by
Independent Communications Authority of South Africa (ICASA) which come into effect from
31 March 2024, the Company will be disposing of 30% of the shares of its major subsidiary, Catalytic
Connections Proprietary Limited, to the Sebenza Education and Empowerment Trust ("Sebenza
Trust") on terms to be finalised. Sebenza Trust is not a related party as defined in the JSE Listings
Requirements. The transaction will be a category 2 transaction and further details will be
announced in due course. The effective date of the transaction will be 31 March 2024.

In conjunction with the above transaction, it is intended that the Sebenza Trust will have
representation on the Board of TeleMasters. Certain non-executive directors are approaching
9 years of service and one will be emigrating in due course. Accordingly, it has been agreed that
the Board of the Company be downsized and restructured, bearing in mind the Company's
diversity policy and the above transaction.

The board restructure, which will be effective from 31 March 2024, will result in the following
independent non-executives stepping down:

   -   Dr David Bate;
   -   Ms Mariette Tappan; and
   -   Mr Fred Steinberg

TeleMasters would like to extend its sincere thanks to the above board members for many years
of service and friendship and wish them all well for the future. Dr David Bate will remain available
to the Company in a corporate finance and deal making capacity, having good knowledge of
the strategy of the Company.

A nominee from the Sebenza Trust will be received pursuant to the Disposal and the new director
appointment announced. The board committees will be reconstituted following the new board
appointment.

Shareholders are advised to exercise caution until a further announcement is made on the terms
of the disposal.

Waterfall City
28 March 2024

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 28-03-2024 05:16:00
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