AFRICAN & OVERSEAS ENTERPRISES LIMITED - Classification in the General Segment of the JSE Main Board

Classification in the General Segment of the JSE Main Board

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO       ISIN: ZAE000000485
JSE share code: AON       ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
("AOE" or "the company")


CLASSIFICATION IN THE GENERAL SEGMENT OF THE JSE MAIN BOARD


The board of directors of AOE 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
Monday, 2 December 2024. Consequently, AOE will now be classified as being a primary issuer listed in the
General Segment of the JSE main board from such date.

In terms of paragraph 4.62 of the JSE Listings Requirements, classification in the General Segment will allow the
company 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 of the issuer's financial year end;
-     The preparation of pro forma financial information is not required for transaction/corporate actions, but
      rather the inclusion of a detailed narrative on the impact of the transaction/corporate action on the financial
      statements;
-     The category 1 percentage ratio is 50% or more, which increases the category 2 threshold accordingly;
-     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 under the General Segment and the remainder of
the provisions of the JSE Listings Requirements continue to apply to the company.

All current authorities as approved by shareholders at the company's 2024 annual general meeting will remain in
force until the next annual general meeting.

29 November 2024


Sponsor
Java Capital

Date: 29-11-2024 05:00:00
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