AYO TECHNOLOGY SOLUTIONS LIMITED - Addendum to the Settlement Agreement and Withdrawal f Cautionary Announcement

Addendum to the Settlement Agreement and Withdrawal f Cautionary Announcement

AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
("AYO" or "the Company")


ADDENDUM TO THE SETTLEMENT AGREEMENT AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT


Shareholders are referred to the 'Cautionary announcement' released on SENS on 4 April 2023, the
'Supplementary Announcement – Terms of Settlement Agreement and renewal of cautionary
announcement' dated 18 May 2023 ("Settlement Agreement Announcement") and the renewals
thereof, the last of which was dated 14 March 2024 (and using the terms defined therein unless
otherwise specified) regarding, inter alia, the Company's engagement with the JSE in respect of the
implementation of certain terms of the Settlement Agreement pertaining to the Further Repurchase and
proposed amendments to the MOI.

Shareholders are further referred to the announcements (and using the terms defined therein unless
otherwise specified) released on SENS on:

o   28 July 2023 wherein they were advised, inter alia, that the Circular setting out the details of the
    Initial Specific Repurchase, the terms of which were disclosed in the Settlement Agreement
    Announcement, and incorporating, inter alia, the Fairness Opinion on the Initial Specific Repurchase
    and a notice of General Meeting to be held on Monday 28 August 2023 to consider and, if deemed
    fit, to pass, with or without modification, the resolutions required to approve the Initial Specific
    Repurchase, had been distributed to shareholders; and
o   25 August 2023 wherein they were advised of the postponement of the aforementioned General
    Meeting until further notice as a result of the Company being in a prohibited period and being unable
    to convene such meeting to approve the Initial Specific Repurchase during this period.

Shareholders are hereby advised that the parties to the Settlement Agreement, being AYO, the GEPF
and the PIC ("Parties") have entered into an addendum to the Settlement Agreement as amended by
exchange of emails between the Parties on 23 June 2023, 31 July 2023 and 18 December 2023, dated
25 March 2024 ("Addendum"), in terms of which, inter alia:

o   delivery of the AYO shares in relation to the Initial Specific Repurchase will only be effected upon
    the Company obtaining all approvals required by the Companies Act and the Listings Requirements;
o   the GEPF will retain certain minority protections as a Shareholder of AYO in the event that AYO is
    delisted from the JSE;
o   AYO undertakes to use its reasonable endeavors to procure the appointment of GEPF-nominated
    directors to the AYO Board, to the extent permissible by the Companies Act and the Listings
    Requirements;
o   certain clauses of the Settlement Agreement that were not in compliance with the Listings
    Requirements have been deleted or amended in order to ensure compliance with the Listings
    Requirements; and
o   in respect of the proposed amendments to the MOI, the date by which the Company's MOI is to be
    amended to give effect to the following and to file same with the CIPC has been extended to a date
    of no later than 30 June 2024:
    -   the GEPF will, for every 10% of the shares it holds in the Company, be entitled to nominate one
        person for election to the Board; and
    -   the chairperson of the Board must be an independent non-executive director.

Shareholders are hereby advised that a supplementary circular setting out the details of the proposed
amendments to the MOI and incorporating, inter alia, an updated Fairness Opinion on the Initial Specific
Repurchase and a notice to re-convene the General Meeting to consider and, if deemed fit, to pass, with
or without modification, the resolutions required to approve the Initial Specific Repurchase, the terms
of which remain unchanged from those disclosed in the Settlement Agreement Announcement and the
Circular distributed to shareholders on 28 July 2023, will be distributed to AYO shareholders in due
course.

Accordingly, caution is no longer required to be exercised by shareholders when dealing in the
Company's securities.


Cape Town
27 March 2024


Sponsor and Corporate Adviser
Vunani Sponsors

Lead Sponsor
Merchantec Capital

Legal Advisor
Smith Tabata Buchanan Boyes Inc.

Date: 27-03-2024 02:10:00
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