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Related Party Transaction Announcement
TELEMASTERS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2006/015734/06
Share code: TLM & ISIN Number: ZAE000093324
("TeleMasters")
RELATED PARTY TRANSACTION ANNOUNCEMENT
Shareholders are advised that two existing 5 year agreements with Level This CC owned 100% by Anita Voigt,
a related party to Mr Jaco Voigt, the Chief Executive Officer of TeleMasters and two subsidiaries of TeleMasters
namely PerfectWorx Consulting (Pty) Ltd ("PerfectWorx") and Contineo Virtual Communications (Pty) Ltd
("Contineo") expired on 30 June 2025 and have been extended with effect from 1 July 2025. These
agreements were in place at the time of the acquisition by TeleMasters of PerfectWorx and Contineo in 2020.
PerfectWorx is a specialist systems integrator and technology provider in South Africa. Similarly, Contineo is a
specialist cloud voice and server platform provider in South Africa. Level This CC historically provided
management consulting services including but not limited to:
- Driving sustained profitable growth.
- Staff management and mentoring.
- Maintaining excellent operational performance.
- Marketing and sales activities.
The businesses of PerfectWorx and Contineo have recently been moved into Catalytic Connections (Pty) Ltd
("Catalytic") as separate divisions.
The combined monthly consulting fee charged for the past three years was held at R155 000 per month. The
board members that are independent of the consulting fee agreements ("Disinterested Directors") have
agreed to renew the contract directly with Catalytic by another two years at the same amount, with no
annual increase. The initial discussion commenced at a Board meeting where the restructure was discussed,
this was followed up with the provision of the agreements, discussion as to the origins and rationale of the
agreements, then approved by way of a Round Robin Resolution. Mr Jaco Voigt was precluded from these
discussions and the signing of the Round Robin Resolution.
The opinion of the Disinterested Directors is that the consultancy agreement remains in the ordinary course of
business, is arm's length in nature and should be extended. The JSE was approached and are of the view
that this is a related party transaction not in the ordinary course of business and should be treated as a related
party transaction.
As per paragraph 9.5, paragraph 9.15, paragraph 10.8, paragraph 10.9 and paragraph 21.12 of the JSE
Listings Requirements this particular transaction is classified as a related party transaction, falling below 10%
of TeleMasters' market capitalisation of R59.21m and only requires announcement on SENS.
There are no conditions precedent or any other significant terms that require announcement.
Waterfall City
12 August 2025
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 12-08-2025 02:00:00
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