CURRO HOLDINGS LIMITED - Finalisation Announcement in respect of the acquisition by the Jannie Mouton Stigting of Curro and to Delist Curro

Finalisation Announcement in respect of the acquisition by the Jannie Mouton Stigting of Curro and to Delist Curro

CURRO HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/025801/06)
JSE Equity Alpha Code: COH
ISIN: ZAE000156253
LEI: 378900E237CB40F0BF96
JSE Debt Alpha Code: COHI
("Curro" or " the Company")


FINALISATION ANNOUNCEMENT IN RESPECT OF THE ACQUISITION BY THE JANNIE
MOUTON STIGTING OF CURRO AND TO DELIST CURRO FROM THE JSE

All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Circular.

 1. INTRODUCTION

 1.1.     Curro Shareholders are referred to the announcement released on SENS on
          31 October 2025, wherein it was confirmed that the resolution necessary to approve
          the Scheme of Arrangement, was approved by the requisite majority of Curro
          shareholders present (in person or represented by proxy) at the General Meeting held
          on Friday, 31 October 2025.

 2. FULFILMENT OF THE SCHEME OF ARRANGEMENT SUSPENSIVE CONDITIONS

 2.1.     Curro is pleased to confirm that all of the Suspensive Conditions, as outlined in the
          Circular, have now been fulfilled or waived (where permitted), as the case may be,
          and that the Scheme of Arrangement has accordingly become unconditional.
          Consequently, Curro will proceed with the implementation of the Scheme of
          Arrangement.

 2.2.     The implementation of the Scheme of Arrangement will ultimately result in:

 2.2.1.     Shareholders recorded on the Curro Register on the Scheme Consideration Record
            Date receiving the Scheme Consideration (comprising the Cash Consideration and
            Share Consideration); and

 2.2.2.     the issued ordinary shares of Curro being delisted from the Main Board of the JSE
            Limited in terms of paragraph 1.17(b) of the JSE Listings Requirements.
3. SALIENT DATES AND TIMES

Kindly note the following salient details:

                                                                        2025

 Issue of the compliance certificate by the TRP with respect to   Monday, 22 December
 the Scheme of Arrangement in terms of section 121(b) of the
 Companies Act on
 
 Scheme Finalisation Date announcement released on SENS           Tuesday, 23 December
 by 11:00 on
                                                                        2026
 
 Scheme Last Day to Trade                                         Tuesday, 6 January

 Trading in Scheme Shares on the JSE suspended from               Wednesday, 7 January
 commencement of trade on or about

 Announcement released on SENS in respect of the cash             Thursday, 8 January
 payment applicable to fractional entitlements, based on the
 volume weighted average price of Capitec Shares and PSG
 Financial Services Shares traded on Wednesday, 7 January
 2025, less 10%, by 11:00 am on

 Scheme Consideration Record Date to be recorded in the           Friday, 9 January
 Register in order to receive the Scheme Consideration

 Announcement released on SENS in respect of the closing          Friday, 9 January
 price of a Capitec Share and PSG Financial Services Share for
 STT calculation purposes

 Scheme Implementation Date                                       Monday, 12 January

 Scheme Consideration payment to Dematerialised                   Monday, 12 January
 Shareholders

 Scheme Consideration payment to Certificated Shareholders        Monday, 12 January
 (assuming timely surrender of Documents of Title and duly
 completed Forms of Surrender)
 Delisting

 Termination of listing of Scheme Shares on the JSE at            Tuesday, 13 January
 commencement of trade on or about

 Termination of listing of remaining Curro Shares on the JSE at   Tuesday, 13 January
 commencement of trade on or about

Notes:

1.   In terms of the Scheme of Arrangement, Shareholders will receive the Consideration
     Shares in Dematerialised form only. Certificated Shareholders wishing to receive their
     Consideration Shares in Dematerialised form and Shareholders wishing to materialise
     their Consideration Shares following the implementation of the Scheme of Arrangement,
     are referred to page 7 of the Circular, which details the steps to be taken by them in this
     regard.

2.   Share certificates in respect of Curro Shares may not be Dematerialised or re-materialised
     from the Business Day following the Scheme Last Day to Trade.

3.   All times indicated above and elsewhere in the Circular are in South African Standard
     Time.

4. RESPONSIBILITY STATEMENT

     The Independent Board individually and collectively accepts full responsibility for the
     accuracy of the information contained in this announcement. In addition, the Independent
     Board certifies that to the best of its knowledge and belief, the information contained in
     this announcement solely pertaining to the Company is true and, where appropriate, does
     not omit anything that is likely to affect the importance of the information contained herein,
     and that all reasonable enquiries to ascertain such information have been made.

Bellville
23 December 2025

Transaction Advisor and Sponsor
PSG Capital

Legal Advisor
Cliffe Dekker Hofmeyr Inc.

Independent Sponsor
BSM Sponsors

Date: 23-12-2025 07:05:00
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