RFG HOLDINGS LIMITED - Fractional entitlements arising from the Scheme

Fractional entitlements arising from the Scheme

RFG Holdings Limited                                       Premier Group Limited
Incorporated in the Republic of South Africa               Incorporated in the Republic of South Africa
Registration number: 2012/074392/06                        Registration number: 2007/016008/06
Share code: RFG                                            Share code: PMR
ISIN: ZAE000191979                                         ISIN: ZAE000320321
Hereinafter, "RFG"                                         Hereinafter, "Premier"


FRACTIONAL ENTITLEMENTS ARISING FROM THE SCHEME


1. INTRODUCTION

    Capitalised words and phrases in this announcement shall, unless the context indicates otherwise,
    bear the same meanings ascribed thereto in the combined offer circular published by RFG and
    Premier which was issued on Thursday, 13 November 2025.

    RFG Shareholders are referred to the joint finalisation announcement published by RFG and
    Premier on the Stock Exchange News Service on Thursday, 12 March 2026, containing the
    timetable for implementation of the Scheme ("Finalisation Announcement").

    Implementation of the Scheme will result in the issue of Premier Shares, in the ratio of 1 Premier
    Share for every 7 RFG Shares. The Share Swap Ratio is based on a reference price of R22.00 per
    RFG Share and a reference price of R154.00 per Premier Share.


2. FRACTIONAL ENTITLEMENTS

    Where a Scheme Participant's entitlement to the Scheme Consideration results in a fractional
    entitlement to Premier Shares, its entitlement to Scheme Consideration Shares will be rounded
    down to the nearest whole number and such Scheme Participant will receive the Scheme
    Consideration Cash in respect of such fractional entitlement.

    Notwithstanding the definition of the Scheme Consideration Cash in the Circular, the Scheme
    Consideration Cash is calculated in accordance with the JSE Listings Requirements as the VWAP
    at which a Premier Share trades on the Scheme LDT + 1, being Wednesday, 25 March 2026, less
    10%, multiplied by the fractional entitlement of a Scheme Participant. Scheme Participants are
    advised that the VWAP on the Scheme LDT + 1 amounted to 17 750 cents. Accordingly, the amount
    to be used to determine the Scheme Consideration Cash in respect of fractional entitlements (being
    the aforementioned VWAP less 10%) is 15 975 cents.

    The Scheme Consideration Cash in respect of fractional entitlements will be paid to Scheme
    Participants in accordance with the timetable set out in the Finalisation Announcement.


3. RESPONSIBILITY STATEMENTS

    The members of the RFG Independent Board (to the extent that the information relates to RFG)
    collectively and individually accept responsibility for the information contained in this announcement
    and certify that, to the best of their knowledge and belief, the information contained in this
    announcement relating to RFG is true and this announcement does not omit anything that is likely
    to affect the importance of such information.
    The directors of Premier (to the extent that the information relates to Premier) collectively and
    individually accept responsibility for the information contained in this announcement and certify that
    to the best of their knowledge and belief, the information contained in this announcement relating
    to Premier is true and this announcement does not omit anything that is likely to affect the
    importance of such information.


Groot Drakenstein
26 March 2026


Financial adviser and Transaction sponsor to RFG
Rand Merchant Bank (a division of FirstRand Bank Limited)


Attorneys to RFG
Webber Wentzel


Financial adviser and Transaction sponsor to Premier
Investec Bank Limited


Legal adviser to Premier
DLA Piper Advisory Services Proprietary Limited


Competition law advisor to Premier
Primerio International Limited


Disclaimer

This announcement shall not constitute an offer to buy or the solicitation of an offer to sell securities,
nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such jurisdiction or without an exemption from the registration or qualification requirements under the
securities laws of such jurisdiction.


The distribution of this announcement in certain jurisdictions may be restricted by applicable law and
therefore persons in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.

Date: 26-03-2026 11:00:00
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