AYO TECHNOLOGY SOLUTIONS LIMITED - Classification in the General Segment of the Main Board of the JSE Limited

Classification in the General Segment of the Main Board of the JSE Limited

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")


CLASSIFICATION IN THE GENERAL SEGMENT OF THE MAIN BOARD OF THE JSE LIMITED

The board of directors of AYO ("Board") is pleased to announce that the Company's application to
transfer its listing to the General Segment of the Main Board of the JSE Limited ("JSE") has been
approved by the JSE with effect from Wednesday, 11 December 2024. Consequently, AYO will now be
classified as being a primary issuer listed in the General Segment of the JSE Main Board.

In terms of paragraph 4.62 of the JSE Listings Requirements, classification in the General Segment will
allow AYO to apply the following:

•   an automatic annual rolling general authority to issue shares for cash without shareholders' approval,
    representing up to 10% of the issuer's issued share capital;
•   shareholders' approval is not required for a general repurchase authority;
•   shareholders' approval is not required for a specific repurchase authority, subject to it not involving
    related parties and not exceeding 20%;
•   fairness opinions are not required for related party corporate actions and transactions, with more focus
    being placed on governance arrangements and transparency and the exclusion from voting for related
    parties and associates;
•   issuers are only required to prepare annual reports within four months, with no obligation to release
    results announcements within three months;
•   the preparation of pro forma financial information is not required for transactions/corporate actions,
    but rather the inclusion of a detailed narrative on the impact of the transaction/corporate action on the
    financial statements;
•   the threshold for the categorisation of a transaction as category 1 is increased to a percentage ratio
    of 50%; accordingly a transaction where a percentage ratio is 5% or more but less than 50% will be
    categorised as a category 2 transaction;
•   shareholders' approval and a circular is not required for transactions by a subsidiary that is listed on
    the JSE;
•   the subject of a category 1 transaction requires two years audited historical financial information;
•   the small-related party transaction percentage ratio is 3% and less than or equal to 10%;
•   a material shareholder for related party classification purposes is 20%; and
•   a pre-listing statement is triggered for share issuances exceeding 100% over a three-month period.


The provisions above have the specified different application to the General Segment as stated and
the remainder of the provisions of the JSE Listings Requirements continue to apply.

The Company's Memorandum of Incorporation has no prevailing MOI limitations to the adjusted
application of the issue of shares for cash and repurchase provision in the General Segment.



Cape Town
9 December 2024

Joint Sponsor
Vunani Sponsors

Joint Sponsor
Merchantec Capital

Date: 09-12-2024 04:00:00
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