Category 2 Announcement: Disposal of Novo Fruit Packers ZEDER INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2006/019240/06) Share code: ZED ISIN: ZAE000088431 LEI: 37890022AF5FD117D649 ("Zeder" or "the Company") CATEGORY 2 ANNOUNCEMENT: DISPOSAL OF NOVO FRUIT PACKERS 1. INTRODUCTION The Company, through its wholly-owned subsidiary Zeder Financial Services Limited ("ZFS"), holds 87.1% of the issued shares of Zeder Pome Investments Proprietary Limited ("Pome Investments"), which in turn holds 100% of the issued shares of Capespan Agri Proprietary Limited ("CS Agri"). CS Agri comprises three primary farming production units as well as the Novo Fruit Packhouse operation situated in Paarl. Shareholders are advised that ZFS, through its direct and indirect subsidiaries Pome Investments and CS Agri, entered into an agreement with Dutoit Agri Proprietary Limited, registration number 1984/003173/07 ("Purchaser"), to dispose of the packhouse and cooling facility business known as Novo Fruit Packers ("Novo Fruit Packers"), for a disposal consideration of R195 000 000 (one hundred and ninety five million Rand) inclusive of VAT at 0% (zero percent) plus the value of the stock-on-hand (which shall be limited to a maximum value of R5 000 000 (five million Rand)) ("Purchase Consideration") ("Disposal"). For the avoidance of doubt the Purchaser and CS Agri have agreed that the Purchase Consideration will not exceed the category 1 threshold in terms of the JSE Listings Requirements. The beneficial owners of the Purchaser are the beneficiaries of the Fruitgrow Trust, GC du Toit IV Trust and PSF du Toit Trust, with the authorised persons being Frederick Hendrik du Toit, Gysbertus Christiaan du Toit and Petrus Stefanus Franscois du Toit. 2. RATIONALE FOR THE DISPOSAL The Disposal is consistent with Zeder's strategic review and pursuant to the evaluation of approaches received by Zeder on various portfolio assets. The Disposal is part of an initiative to maximise wealth for Shareholders. 3. PURCHASE CONSIDERATION The Purchaser will settle the Purchase Consideration on the date of registration of transfer of the immoveable property of the Novo Fruit Packers into the name of the Purchaser ("Transfer Date"). 4. APPLICATION OF THE PURCHASE CONSIDERATION In terms of the Agreement, the Purchase Consideration will be paid to CS Agri as set out in paragraph 3 above. To the extent the respective boards of directors of CS Agri and Pome Investments declare and make payment of dividends (after the payment of transaction costs and all related obligations) then Zeder intends to distribute the majority of such dividends received to Shareholders once received. 5. CONDITIONS PRECEDENT The Disposal is subject to the fulfilment or waiver (to the extent legally permissible), of the following material outstanding conditions precedent ("Conditions Precedent"): - the approval of the Disposal by the relevant competition authorities unconditionally, or conditionally on terms and conditions reasonably acceptable to CS Agri and the Purchaser; and - the written consent to the Disposal of applicable counterparties to material agreements with CS Agri. The last of the Conditions Precedent must be fulfilled or waived (to the extent legally permissible) by not later than 30 November 2024, which date may be extended by agreement between the parties in writing. 6. TRANSFER DATE OF THE DISPOSAL The Novo Fruit Packers will be transferred by CS Agri to the Purchaser on the Transfer Date against payment of the Purchase Consideration. 7. FINANCIAL INFORMATION The value of the net assets comprising the Novo Fruit Packers as at 31 December 2023, being the date of the last audited annual financial statements of CS Agri, was R214 500 000. The audited profits after tax attributable to the Novo Fruit Packers for the period ended 31 December 2023, was R16 400 000, based on the audited annual financial statements of CS Agri for the year ending 31 December 2023, which were prepared in terms of IFRS. 8. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT The Agreement contains representations and warranties by CS Agri in favour of the Purchaser which are standard for a transaction of this nature, but does not include any profit linked warranties. 9. CLASSIFICATION OF THE DISPOSAL The Disposal constitutes a category 2 transaction in terms of the JSE Listings Requirements. Stellenbosch 30 July 2024 Transaction Advisor and Sponsor PSG Capital Date: 30-07-2024 04:42:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.