ALEXANDER FORBES GROUP HOLDINGS LIMITED - Specific repurchase of shares

Specific repurchase of shares

Alexander Forbes Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2006/025226/06)
JSE Share Code: AFH and ISIN: ZAE000191516
(Alexforbes or AFH or the company or group)

SPECIFIC REPURCHASE OF SHARES

1. Introduction

Shareholders are advised that, in accordance with the specific authority granted by shareholders at the company's
general meeting held on 1 June 2015 Alexforbes has repurchased 39 070 700 AFH ordinary shares (Repurchased
Shares) from the Isilulu Trust (the Trust) at a repurchase price of R0.01 per share (the Specific Repurchase). This
represents 2.9% of the total number of shares in issue before the Specific Repurchase was effected.

The Specific Repurchase was effected pursuant to the Broad-Based Black Economic Empowerment Employee
Share Ownership Programme transaction which Alexforbes implemented in April 2015 (the ESOP Transaction)
and which had been described in detail in the circular to shareholders dated 4 May 2015 (a copy of which is
available on the company's website: https://investors.alexforbes.com/shareholder-notices/).

In terms of the ESOP Transaction, the company had established the Isilulu Trust which had subscribed for and
had been issued 39 070 700 AFH ordinary shares of R0.01 each (Subscription Shares). The subscription by the
Trust for the Subscription Shares had partly been funded by a capital contribution from the company, with the
difference between the market value of the Subscription Shares and the capital contribution having been funded
by way of a notional loan from the company.

In terms of the the ESOP Transaction agreements, the Specific Repurchase could be implemented any time
after 17 April 2021, the sixth anniversary of the effective date of the ESOP Transaction. Following a review of
the company's remuneration policy, Alexforbes has elected to implement the Specific Repurchase, as
contemplated and approved in 2015, and had resultantly repurchased 39 070 700 AFH shares, thereby
terminating the notional loan. In order to place impacted employees in a similar position, the company has
replaced the ESOP scheme with an equivalent adjustment to their total guaranteed pay.

As a consequence of the repurchase, the company and trustees of the Isilulu Trust have resolved to terminate
the Trust.

2. Financial information

The Specific Repurchase has no financial impact on the group's earnings per share, headline earnings per
share, net asset value per share, net tangible asset value per share, diluted earnings per share or diluted
headline earnings per share.

3. Delisting and cancellation

The company has applied to the JSE Limited for the delisting of the Repurchased Shares. It is expected that the
delisting and cancellation of the Repurchased Shares will be implemented with effect from the commencement
of business on 24 February 2025. Consequently, the Repurchased Shares will revert to the company's
authorised but unissued ordinary share capital, in accordance with section 35(5) of the Companies Act, 71 of
2008.

The 2.9% reduction in the company's issued ordinary share capital pursuant to the Specific Repurchase will
result in a decrease in the number of issued AFH ordinary shares from 1 327 582 154 to 1 288 511 454. The
number of treasury shares held by the company before and after the Specific Repurchase is nil.

4. Details of the Specific Repurchase

    Date of repurchase:                          19 February 2025
    Number of shares repurchased:                39 070 700

    Value of shares repurchased*:                R330 147 415.00

    Repurchase price per share:                  R0.01

*based on the closing price of an AFH ordinary share of R8.45 per share on 18 February 2025

CH Wessels
Executive: Governance, Legal, Compliance and Sustainability (Company Secretary)

19 February 2025
Sandton

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)





Date: 19-02-2025 04:37:00
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