BURSTONE GROUP LIMITED - Notice of Annual General Meeting of Burstone, issue of the 2026 Integrated Annual Report and change statement

Notice of Annual General Meeting of Burstone, issue of the 2026 Integrated Annual Report and change statement

BURSTONE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Reg. No: 2008/011366/06)
Approved as a REIT by the JSE
Share Code: BTN
Bond Code: BTNI
ISIN: ZAE000180915
("Burstone" or "the Group")

Notice of Annual General Meeting of Burstone, issue of the 2026?Integrated Annual Report and change
statement

Notice of Annual General Meeting:
The Annual General Meeting (AGM) of Burstone will be held at 4th Floor, 4 Sandown Valley Crescent,
Sandton, South Africa, 2196 at 10:30 on Wednesday, 5 August 2026.

    •   The record date on which shareholders are entitled to receive the notice is Friday, 3 July 2026.
    •   The last day to trade in order to be entitled to vote at the AGM will be Tuesday, 21 July 2026.
    •   The record date on which shareholders are entitled to attend, participate and vote at the AGM is
        Friday, 24 July 2026.
    •   Shareholders (or their representative or proxy) entitled to attend and vote at the AGM, that wish
        to participate in and/or vote at the AGM by way of electronic participation, must either:
            - Register online using the online registration portal at www.meetnow.global/za prior to the
              commencement of the AGM; or
            - Make a written application (refer to form attached to the Notice of the AGM included in
              the Integrated Annual Report) to so participate, by delivering the application form to
              Computershare Investor Services Proprietary Limited (Transfer Secretaries), at First Floor,
              Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag
              X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to
              proxy@computershare.co.za, so as to be received by the Transfer Secretaries by no later
              than 09:00 on Monday, 3 August 2026, in order for the Transfer Secretaries to arrange
              such participation for the shareholder and provide the shareholder with the details as to
              how to access the AGM by means of electronic participation. Shareholders may still
              register/apply to participate in and/or vote electronically at the AGM after this date,
              provided however that those shareholders are verified (as required in terms of Section
              63(1) of the Companies Act No 71 of 2008, as amended) and are registered at the
              commencement of the AGM.

2026 Integrated Annual Report:
The Notice of the AGM has been published and released to shareholders on Wednesday, 8 July 2026 – the
Notice is available, together with the Group's Integrated Annual Report incorporating the audited annual
financial statements and unqualified audit report from PricewaterhouseCoopers Inc ("PWC"). for the
financial year ended 31 March 2026, on the Group's website at https://www.burstone.com/investor-
relations/regulatory-news#regulatory-news
and the JSE cloudlink on: https://senspdf.jse.co.za/documents/2026/JSE/ISSE/BTNE/AFS2026.pdf

Change Statement
In terms of paragraph 6.50(d)(ii) of the JSE Limited Listings Requirements, shareholders are advised that
the audited consolidated and separate annual financial statements of the Group for the year ended 31
March 2026 (the "Annual Financial Statements") contain the following differences to the reviewed
condensed consolidated financial statements for the year ended 31 March 2026, released on SENS on 2
June 2026 (the "Condensed Financial Statements"):

Three changes were identified by the Group's finance function, in conjunction with the Group's
independent external auditors, PricewaterhouseCoopers Inc., during the finalisation of the audit of the
Annual Financial Statements, subsequent to the release of the Condensed Financial Statements. Each
change is described below, together with the circumstances giving rise to it and the line items affected.

Change 1 – Diluted Earnings and Headline Earnings per Share (IAS 33)
Description: In the Condensed Financial Statements, the comparative diluted loss per share and diluted
headline loss per share for the year ended 31 March 2025 incorrectly included the dilutive effect of
certain potential ordinary shares.

Explanation: In accordance with IAS 33 Earnings per Share, potential ordinary shares are treated as
dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or
increase loss per share from continuing operations. During finalisation of the audit, it was identified that
the diluted weighted average number of shares (DWANOS) did not incorporate the dilutive effect of all
performance-based awards granted under the Group's employee share scheme, as required by IAS 33
Earnings Per Share, understating DWANOS by 10,640,025 shares. The diluted loss per share and diluted
headline loss per share for the comparative period have accordingly been limited to the basic loss per
share and basic headline loss per share, respectively.

This difference does not affect the previously restated weighted average number of shares, diluted
weighted average number of shares, or the basic earnings/(loss) and basic headline earnings/(losses) per
share for the year ended 31 March 2025, as included in the Condensed Financial Statements.

The note, before and after the change referred to above, is as follows:

31 March 2025:

Statement of comprehensive            Condensed Financial Annual Financial
                                                                                     Change
income                                Statements          Statements
Diluted earnings/(loss) per share
                                      (277.34)               (280.52)                (3.18)
(cents)
Reconciliation of basic earnings to headline earnings
Diluted headline earnings/(losses)
                                      (214.32)               (216.78)                (2.46)
per share (cents)


This reclassification has no effect on the statement of financial position, the statement of comprehensive
income, or net asset value in the Annual Financial Statements.

Further details are set out in note 32.2 in the Annual Financial Statements.

Change 2 – Reclassification of Settlement of Deferred Consideration (IAS 7)
Explanation: For Group and Company, the settlement of deferred consideration relating to the 2024
purchase of the management company from Investec Limited (Group: R100 million; Company: R25
million) was incorrectly reflected within operating activities, as part of the movement in trade and other
payables, rather than investing activities, in the comparative statement of cash flows for the year ended
31 March 2025 included in the Condensed Financial Statements.


Circumstances: During finalisation of the audit, it was identified that, in accordance with IAS 7 Statement
of Cash Flows, cash flows arising from the acquisition of subsidiaries, including the settlement of related
deferred consideration, are required to be presented as investing activities. The settlement has
accordingly been reclassified from operating activities to investing activities in the comparative statement
of cash flows.

The note, before and after the change referred to above, is as follows:

31 March 2025, R'000:
                                    Condensed Financial      Annual Financial
Statement of cash flows                                                             Change
                                    Statements               Statements
Increase/(decrease) in trade and
other payables (operating        (43 969)                    56 031                 100 000
activities)
Settlement of deferred
                                     –                       (100 000)              (100 000)
consideration (investing activities)


This reclassification has no effect on the statement of financial position, the statement of comprehensive
income, or net asset value in the Annual Financial Statements.

Further details are set out in note 32.5 in the Annual Financial Statements.

Change 3 – Presentation of Proceeds and Payments on Cross-Currency Interest Rate Swap Derivatives Settled
Explanation: Payments on cross-currency interest rate swap ("CCIRS") derivatives were incorrectly
presented on a net basis (net of payments and proceeds) within "net cash outflow used in financing
activities" in the Condensed Financial Statements' consolidated statement of cash flows.

Circumstances: During finalisation of the audit, it was identified that the proceeds and payments on
derivatives settled should be presented separately on a gross basis, rather than netted against each other,
within net cash outflow used in financing activities. The Annual Financial Statements have accordingly
been corrected to present the gross proceeds from derivatives settled and the gross payments on
derivatives settled for both the current and comparative periods.

The note, before and after the change referred to above, is as follows: 31 March 2025, R'000:

                                         Condensed Financial Annual Financial
Statement of cash flows                                                              Change
                                         Statements          Statements
Payments on derivatives settled
                                         (332 425)           (1 174 205)             (841 780)
(financing activities)
Proceeds from derivatives settled
                                         -                   841 780                 841 780
(financing activities)



31 March 2026, R'000:

                                      Condensed Financial Annual Financial
Statement of cash flows                                                              Change
                                      Statements          Statements
Payments on derivatives settled
                                      (143 219)              (655 935)               (512 716)
(financing activities)
Proceeds from derivatives settled
                                      31 420                 544 136                 512 716
(financing activities)


This reclassification has no effect on the statement of financial position, the statement of comprehensive
income, or net asset value in the Annual Financial Statements.

Further details are set out in note 32.5 in the Annual Financial Statements.

Cumulative Impact of the changes
None of the changes described above affect the Group's or Company's profit or loss for the year, net
asset value, total equity, distributable earnings, or the net increase/decrease in cash and cash equivalents
for either the 2025 or 2026 financial years. Changes 1 and 3 are corrections affecting per share
disclosures and the classification of cash flows within financing activities, respectively, and do not change
any subtotal or total reflected in the Annual Financial Statements. Change 2 reclassifies an amount
between operating and investing activities within the statement of cash flows, with no change to the net
increase/decrease in cash and cash equivalents for the affected period.


Johannesburg
8 July 2026

Equity Sponsor
Investec Bank Limited

Debt Sponsor
Investec Bank Limited




                                                     

Date: 08-07-2026 08:00:00
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