FINBOND GROUP LIMITED - Acquisition of equity interest in Benefits Bouquet (Pty) Ltd

Acquisition of equity interest in Benefits Bouquet (Pty) Ltd

FINBOND GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: "FGL" ISIN: ZAE000138095
Main Board – General Segment
("Finbond" or "the Company")


ACQUISITION OF EQUITY INTEREST IN BENEFITS BOUQUET (PTY) LTD


1.     Introduction

1.1.       Finbond shareholders are advised that Finbond Group South Africa (Pty) Ltd ("FGSA"), a wholly
           owned subsidiary of the Company, has entered into a sale of shares agreement ("Agreement")
           with Eclipto (Pty) Ltd ("the Seller") and Benefits Bouquet (Pty) Ltd ("Benefits Bouquet")
           (collectively referred to as the "Parties"), in terms of which FGSA will acquire 74% of the issued
           share capital of Benefits Bouquet ("Sale Equity") held by the Seller for a purchase consideration
           as set out in paragraph 4.2 below ("the Transaction").

1.2.       The beneficial owners of the Seller are the Phoenix Trust and Icarus Trust.

2.     The business of Benefits Bouquet

       Benefits Bouquet is a provider of a range of services and benefits to consumers, including discount
       coupons, credit and debt assistance, legal advisory services, financial assistance, trauma and HIV
       support, funeral assistance and home assistance.

3.     Rationale for the Transaction

       The rationale for the Transaction includes diversifying Finbond's South African revenue streams and
       increasing profitability of Finbond's South African operations.

4.     Particulars of the Transaction

4.1.       Sale Equity

4.1.1.        In terms of the Agreement, FGSA will acquire the Sale Equity as follows:

4.1.1.1.         50 (fifty) ordinary shares, representing 50% (fifty percent) of the issued share capital of
                 Benefits Bouquet ("First Sale Shares") with effect from 1 September 2025 ("Effective
                 Date"); and

4.1.1.2.         24 (twenty four) ordinary shares, representing 24% (twenty four percent) of the issued
                 share capital of Benefits Bouquet ("Second Sale Shares") with effect from 1 September
                 2026 ("Second Sale Date").

4.2.       Purchase consideration

4.2.1.        The total purchase consideration for the Sale Equity shall be an amount of R116 335 279 (one
              hundred and sixteen million three hundred and thirty five thousand two hundred and seventy
              nine Rand), payable as follows:

4.2.1.1.         R78 604 918 (seventy eight million six hundred and four thousand nine hundred and
                 eighteen Rand) in respect of the First Sale Shares on the closing date, which date shall be
                 as soon as practicable after 26 September 2025 ("Resolution Date") and no later than 4
                 (four) calendar days after the Resolution Date; and

4.2.1.2.         R37 730 361 (thirty seven million seven hundred and thirty thousand three hundred and
                 sixty one Rand) in respect of the Second Sale Shares on the Second Sale Date.

4.3.       Other significant terms

           The Agreement is not subject to any remaining conditions and contains warranties and
           indemnities that are appropriate for a transaction of this nature.

5.     Financial Information

5.1.       In terms of the latest unaudited management statements of Benefits Bouquet, for the six months
           ended 31 August 2025 ("Management Statements"), the net asset value of Benefits Bouquet
           amounted to R227 723 870 (two hundred and twenty seven million seven hundred and twenty
           three thousand eight hundred and seventy Rand), while the attributable profit after taxation
           amounted to R24 585 361 (twenty four million five hundred and eighty five thousand three
           hundred and sixty one Rand).

5.2.       Shareholders should note that the above financial information has been extracted from the
           unaudited Management Statements. The Company is satisfied with the quality of the
           Management Statements.

6.     Categorisation of the Transaction

       The Transaction is categorised as a Category 2 transaction in terms of the JSE Limited Listings
       Requirements ("Listings Requirements") and is therefore not subject to Finbond shareholder
       approval.

7.     Other

       For purposes of paragraph 9.16 of the Listings Requirements, the Company shall ensure that the
       provisions of the MOI of Benefits Bouquet will not in any way frustrate or relieve Finbond from
       compliance with its obligations in terms of the Listings Requirements, when Finbond acquires the
       Sale Equity.


Pretoria
26 September 2025

Sponsor
Valeo Capital (Pty) Limited

Date: 26-09-2025 05:02:00
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