Acquisition of a further stake in Byte Orbit Proprietary Limited

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO         ISIN: ZAE000000485
JSE share code: AON         ISIN: ZAE000009718
JSE share code: AOVP        ISIN: ZAE000000493
("AOE" or the "Company")


ACQUISITION OF A FURTHER STAKE IN BYTE ORBIT PROPRIETARY LIMITED


1.   Introduction and rationale

     1.1. Shareholders are advised that Rex Trueform Group Limited ("Rex Trueform"), a 50.57% subsidiary of
          AOE, entered into a sale of shares agreement ("Sale Agreement") on 26 August 2025 in terms of which Rex
          Trueform will increase its stake in Byte Orbit Proprietary Limited ("Byte Orbit") from 30.02% to 51.02%
          (the "Transaction"). In terms of the Sale Agreement, Rex Trueform will acquire a further 21% equity
          interest in Byte Orbit by acquiring 2 047 Byte Orbit ordinary shares on 1 September 2025 from a majority
          shareholder of Byte Orbit, being Amit Ramdath (the "vendor") for a purchase consideration of
          R21,000,000.00 which consideration will be satisfied through the issue of 1 694 915 new Rex Trueform "N"
          ordinary shares at an issue price of R12.39 per share, calculated at the volume weighted average price per
          share, as quoted on the JSE, as at the close of trading on 22 August 2025.

     1.2. Established in 2003, Byte Orbit brings two decades of expertise in digital innovation, offering high-quality
          solutions through a full product lifecycle approach. Byte Orbit prioritises user-centric designs, leveraging
          deep insights into audiences, technologies, and markets. Through its investment in Byte Orbit, Rex Trueform
          aims to assist in leveraging future growth opportunities, exploring emerging markets, and integrating
          advanced technologies while enhancing Byte Orbit's market presence through strategic partnerships.

     1.3. As announced on SENS on 20 December 2024, Rex Trueform acquired its initial investment of 30.02% in
          Byte Orbit in December 2024 ("December 2024 Transaction").

2.   Salient terms of the Transaction

     2.1.   The purchase consideration under the Sale Agreement is an issue of 1 694 915 new Rex Trueform "N"
            ordinary shares to the vendor at an issue price of R12.39 per share.

     2.2.   The effective date of the Transaction is 1 September 2025.

     2.3.   All conditions precedent to the Transaction have been fulfilled.

     2.4.   The Sale Agreement contains warranties that are normal for a transaction of this nature.

3.   Financial information

     The net asset value of 100% of Byte Orbit as at 30 June 2025 was R33.5 million, and the net profit after tax
     attributable to 100% of Byte Orbit for the 4-month period ended 30 June 2025 was R3.5 million.. This
     information has been extracted from the unpublished unaudited management accounts of Byte Orbit which has
     been prepared in terms of International Financial Reporting Standards for Small and Medium-sized Entities. For
     purposes of this announcement, Rex Trueform is satisfied with the quality of these management accounts.

4.   JSE categorisation

     The Transaction is classified as a category 2 transaction in terms of the JSE Listings Requirements. The
     Transaction, when aggregated with the December 2024 Transaction as described in paragraph 1.3 above, remains
     classified as a category 2 transaction in terms of the JSE Listings Requirements and is, accordingly, not subject to
     approval by shareholders.

27 August 2025


Sponsor
Java Capital

Date: 27-08-2025 12:00:00
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