VUNANI LIMITED - Purchase Of Shares By A Subsidiary

Purchase Of Shares By A Subsidiary

VUNANI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/020641/06)
JSE code: VUN
ISIN: ZAE000163382
("Vunani" or "the Company")


PURCHASE OF SHARES BY A SUBSIDIARY



1. INTRODUCTION

The board Vunani ("the Board") hereby informs shareholders that Vunani Fund Managers Proprietary
Limited ("VFM" or "the Purchaser"), 78% owned by Vunani Capital Proprietary Limited ("Vunani
Capital"), which is in turn a wholly owned subsidiary of the Company, has concluded an agreement ("the
Agreement") for a merger with Sentio Capital Management Proprietary Limited ("Sentio"), through an
exchange of shares such that following the merger, VFM will own 100% of Sentio and the shareholders
of Sentio shall hold ordinary shares in VFM (the "Transaction").

Investment Managers Group ("IMG"), currently a 30.05% shareholder in Sentio, has indicated that while
it supports the merger, the transaction will dilute its shareholding to 9.29% of the VFM shares. As IMG
would no longer be a significant minority shareholder, this does not align with its investment strategy and
affiliate business model. For this reason, an agreement has been reached with IMG to exit its
shareholding in Sentio as part of concluding the merger.

The Transaction is subject to the Suspensive Conditions as set out in paragraph 5.

2. RATIONALE FOR THE TRANSACTION

The Transaction will result in the consolidation of two established fund management brands to form
Vunani Sentio Fund Managers. The combined businesses' funds under management will exceed R60
billion. The transaction will bring together a complementary set of skills, experience, and investment
products that will enhance the offering to clients.

3. NATURE OF BUSINESS

3.1. Vunani Capital

Vunani Capital is a wholly owned subsidiary of Vunani Limited, an investment holding company with
interests in financial services businesses.

3.2. Vunani Fund Managers

VFM is a fund management business that offers a range of investment products to institutional and retail
clients in South Africa and the SADC region. These products include equities, fixed interest, and multi-
asset funds, as well as domestic and global funds.

3.3. Sentio Capital Management

Sentio is a black-owned and managed fund manager that offers domestic equity and fixed interest
products for retail and institutional clients as segregated mandates or unit trusts. Sentio also offers
investors a suite of Shariah-compliant equity and multi-asset unit trusts.


3.4. Investment Managers Group

IMG is an independent multi-affiliate investment management company established in 2015. It holds
minority equity stakes in several South African boutique investment managers and is part of the JSE-
listed Momentum Group Limited.
 4. PURCHASE OF SHARES

 From the effective date, Sentio shareholders shall sell and transfer to VFM 100% of the ordinary shares
 owned and issued in Sentio. On conclusion of the Transaction, VFM shall hold 100% of Sentio's issued
 share capital.

 As consideration for purchasing Sentio, VFM shall issue 44,754 ordinary shares to Sentio's shareholders
 and pay them a cash consideration.

 Following the implementation of the Transaction, the shareholding of VFM shall be as follows:

            -   current management of VFM shall own                       15%
            -   current management of Sentio shall own                    22%
            -   Vunani Capital shall own                                  63%

 5. SUSPENSIVE CONDITIONS

   5.1 by not later than 3 October 2025 ("Signature Date"), the Agreement is entered into and becomes
       unconditional;
   5.2 by not later than Signature Date, the existing VFM shareholders have passed such special
       resolutions as are required in order to implement a new memorandum of incorporation;
   5.3 by not later than Signature Date, the Sellers have passed such special resolutions as are required
       in order to implement a new memorandum of incorporation for Sentio; and
   5.4 by no later than the Signature Date, each of the Sentio key executives has entered into new, written
       employment agreements with VFM.
 The time period for fulfilment of each of the suspensive conditions may be extended by written agreement
 between the parties.

 6. EFFECTIVE DATE

 The effective date of the Agreement shall be 1 October 2025.

 7. FULFILMENT DATE

 The fulfilment date of the Agreement shall be the date of fulfilment or waiver (as the case may be) of all
 of the suspensive conditions as detailed in 5 above.

 8. CLOSING DATE

 The closing date is the fifth business day succeeding the fulfilment date.


10. CATEGORISATION OF THE TRANSACTION

 The Transaction and purchase consideration are not categorisable in terms of the JSE Listings
 Requirements.


 6 October 2025
 Sandton

 Sponsor
 Vunani Sponsors

Date: 06-10-2025 08:00:00
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