Disposal of 30% of Catalytic Connections Pty Ltd and Withdrawal of Cautionary Announcement TeleMasters Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 2006/015734/06 Share code: TLM ISIN: ZAE000093324 ("TeleMasters" or "the Company" or "the Group") DISPOSAL OF 30% OF CATALYTIC CONNECTIONS PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders are referred to the announcement released on SENS on 28 March 2024 regarding the disposal by the Company of 30% of the newly created shares of no par value of its major subsidiary, Catalytic Connections Proprietary Limited ("Catalytic") to Sebenza Education and Empowerment Holdings Proprietary Limited ("Sebenza"). Sebenza established a trust a number of years ago that provides financial assistance to historically disadvantaged students who are excelling in mathematics and science, as well as small entrepreneurial businesses, by funding and introducing new business opportunities to them. Catalytic is a diversified ICT managed solutions provider to medium and small enterprises through a comprehensive suite of products and services focused on digital connectivity, cloud communications, cloud services and cloud security. Sebenza is not a related party as defined in the Listings Requirements of the JSE Limited ("JSE Listings Requirements") 2. Rationale for the Disposal The Company has been exploring various empowerment initiatives and strategic valuing adding partners over the past couple of years. The Disposal follows the changes in licencing provisions by the Independent Communications Authority of South Africa (ICASA) which came into effect from 31 March 2024. The Company will continue to explore other strategic initiatives and partners. 3. Restructure of interest in Catalytic and Issue of new shares The share capital of Catalytic was reorganised with the creation of new preference share based on a conservative internal directors' valuation for Catalytic, which preference shares are held 100% by TeleMasters. Thereafter, new ordinary shares of no par value were created and issued in the ratio of 70 new ordinary shares to TeleMasters for R70.00 and 30 new ordinary shares to Sebenza for R30.00. This has resulted in an effective 30% disposal of the new shares of no par value in Catalytic going forward, with the historical value of Catalytic remaining for the benefit of TeleMasters through the preference shares. The subscription consideration was paid by TeleMasters and Sebenza into the bank account of Catalytic. 4. Conditions precedent The Disposal is not subject to any outstanding conditions precedent and is therefore unconditional. However, the process of filing the associated documents with CIPC is still ongoing. 5. Effective date of the Disposal The effective date of the Disposal is 31 March 2024 ("Effective Date"). 6. Financial information The financial information relating to Catalytic has been extracted from the segmental information for the six months ended 31 December 2023, being the date of the most recent published interim results of TeleMasters. Period ended 31 December 2023 Catalytic R Revenue external 28 143 294 Revenue internal 3 597 253 EBITDA* 3 521 141 Adjusted for: Depreciation and amortisation (2 204 886) Interest received 31 218 Finance costs (326 883) Net profit before tax 1 020 590 Total Assets 20 621 180 Total Liabilities 23 090 624 * Earnings before interest, tax, depreciation, and amortisation The net profit after taxation, assuming a notional taxation rate of 27% would be R745 031 for the six months ended 31 December 2023 and the net liabilities at 31 December 2023 were (R2 469 444). 7. Warranties and other significant terms of the Agreement The Agreement provides for warranties, undertakings, indemnities and events of default that are normal for a transaction of this nature. The Agreement provides for a call option granted to TeleMasters in terms of which all shareholders of Catalytic will grant TeleMasters the right, from the Effective Date and for as long as they hold any shares and/or shareholder loans in Catalytic, to require them to sell the shares held by such shareholders to TeleMasters at an amount equal to the valuation thereof determined and calculated in accordance with the discounted cash flow principle at that point in time. Sebenza will nominate a director for appointment to the Board pursuant to the Disposal and the new director appointment will be announced on SENS in due course. 8. Classification of the Disposal The Disposal constitutes a category 2 transaction for TeleMasters in terms of the JSE Listings Requirements. 9. Withdrawal of cautionary Shareholders are referred to the cautionary announcement released on SENS on 28 March 2024 and are advised that as a result of the publication of this announcement, the cautionary is withdrawn and shareholders are therefore no longer required to exercise caution when dealing in their TeleMasters shares. Waterfall City 17 April 2024 DESIGNATED ADVISOR AcaciaCap Advisors Proprietary Limited Date: 17-04-2024 04:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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