4SIGHT HOLDINGS LIMITED - Specific repurchase of shares from a related party

Specific repurchase of shares from a related party

4SIGHT HOLDINGS LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number: 2022/852017/06)
JSE share code: 4SI ISIN: ZAE000324059
("4Sight" or "the Company")


SPECIFIC REPURCHASE OF SHARES FROM A RELATED PARTY


1.    Introduction

      Shareholders are advised that 4Sight has concluded a share sale and repurchase agreement (the "Agreement")
      with Silver Knight Trustees Proprietary Limited (the "Seller") to repurchase 18 181 819 ordinary shares of no
      par value in the Company (the "Repurchase Shares") for a total consideration of R10 000 000.45, or 55 cents
      per share (the "Repurchase").

2.    Rationale for the Repurchase

      The board of directors of 4Sight (the "Board") is of the view that the Company's current share price is
      undervalued in relation to its intrinsic value and believes that by implementing the repurchase at a material
      discount to a 4Sight share's intrinsic value and 30-day volume weighted average price ("VWAP"), measured at
      the close of market on the date prior to the signature of the Agreement, the Repurchase represents an opportunity
      to create a value uplift for shareholders post the implementation of the Repurchase and the cancellation of the
      Repurchase Shares.

3.    Terms of the Repurchase

      The Seller will sell the Repurchase Shares to 4Sight for a total cash consideration of R10 000 000.45 at a price of
      55 cents per share, which represents a discount of 25.2% to the 30-day VWAP measured on the business day prior
      to the signature of the Agreement.

      The Repurchase will be effective from the date on which the last of the remaining conditions precedent, as set out
      below, has been fulfilled.

4.    Conditions precedent

      The Repurchase is subject to the fulfilment of the following outstanding conditions precedent by no later than
      17:00 on 27 February 2026:

      -     securing all regulatory approvals that may be required to give effect to the Agreement; and
      -     all such resolutions as may be necessary to implement the Agreement having been passed by the board
            and/or shareholders of the Company.

5.    FINANCIAL EFFECTS OF THE REPURCHASE

      The Repurchase will be funded through cash resources available to the Company. As such, the impact of the
      repurchase on the financial information of 4Sight is as follows:

      -     a decrease in cash and cash equivalents, as well as a decrease in share capital, of R10 290 860.45 (being
            the consideration payable for the Repurchase Shares together with the associated costs of implementing the
            Repurchase);
      -     a decrease in the net investment income before taxation of approximately R675 000 per annum, assuming
            a weighted average interest rate of 6.75% per annum; and
      -     a decrease in 4Sight's issued share capital of 18 181 819 shares, from 550 281 766 ordinary shares of no
            par value, to 532 099 947 ordinary shares of no par value.

      Since the Repurchase Shares will be cancelled immediately after the Repurchase is implemented, the Company
      will have 825 000 treasury shares in issue both before and after the implementation of the Repurchase.

6.    RELATED PARTY TRANSACTION

      In terms of paragraph 10.1(b) of the JSE Listings Requirements, the Repurchase constitutes a specific repurchase
      of shares from a related party, as the Seller is a material shareholder of 4Sight. The Repurchase is therefore
      subject to the approval by way of a special resolution achieving a 75% majority of votes cast in favour thereof by
      4Sight shareholders, excluding the Seller and its associates, if any.

      Notwithstanding the fact that the Repurchase is from a related party, the Repurchase Shares are being acquired
      from the Seller at a 25.2% discount to the 30-day VWAP measured as at the date prior to signature of the
      Agreement. Therefore, in compliance with the provisions of paragraph 5.69(e) of the JSE Listings Requirements,
      4Sight is not required to obtain a fairness opinion from an independent expert in respect of the Repurchase.

7.    DOCUMENTATION AND TIMING IN RELATION TO THE REPURCHASE

      Full details of the Repurchase will be set out in a circular to be distributed by 4Sight to its shareholders in due
      course, which circular will include a notice of general meeting of 4Sight shareholders to approve the Repurchase
      and the applicable salient dates and times relating to the Repurchase.

      The general meeting of shareholders is expected to be held on or about 24 February 2026. The Repurchase Shares
      are expected to be cancelled on or about 27 February 2026.

8 January 2026


Sponsor
Java Capital

Date: 08-01-2026 04:30:00
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