REMGRO LIMITED - Potential tax consequences of the distribution in specie of EMH N ordinary shares to Remgro Shareholders

Potential tax consequences of the distribution in specie of EMH N ordinary shares to Remgro Shareholders

REMGRO LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1968/006415/06)
ISIN: ZAE000026480
JSE and A2X share code: REM
("Remgro")

POTENTIAL TAX CONSEQUENCES IN RESPECT OF THE DISTRIBUTION IN SPECIE OF EMEDIA
HOLDINGS LIMITED N ORDINARY SHARES TO REMGRO SHAREHOLDERS

1.INTRODUCTION

Remgro shareholders ("Remgro Shareholders") are referred to the announcement released by Remgro
on the Stock Exchange News Service of the JSE on Monday, 8 September 2025 ("Distribution
Announcement") regarding the unbundling by way of a distribution in specie of 238,472,945 N ordinary
shares in EMH to Remgro Shareholders. Terms defined in the Distribution Announcement bear the same
meaning in this announcement.

2.INCREASE IN EXPENDITURE PER SHARE AS A RESULT OF THE TAX PAID ON
  DISTRIBUTIONS TO DISQUALIFIED PERSONS

In the Distribution Announcement, Remgro advised Remgro Shareholders that the expenditure incurred in
relation to the Unbundling Shares must be increased by the amount of tax paid by Remgro in respect of
distributions made to 'disqualified persons', as defined in section 46(7) of the ITA, who hold at least 5% of
the total issued 'equity shares', as defined in section 1 of the ITA, in Remgro. Remgro has quantified that
the tax payable in respect of distributions made to disqualified persons is ZAR13,575,591.23. This will
increase the tax cost/base cost per Unbundling Share by 1.99248 cents.

Remgro Shareholders (both former and remaining) are reminded to consider the provisions of the
Distribution Announcement pertaining to taxation.


Stellenbosch
20 October 2025

Financial adviser and Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal adviser
DLA Piper Advisory Services Proprietary Limited

Date: 20-10-2025 03:53:00
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