ARAXI LIMITED — M&A Activity 2026

Apr 17, 2026

Araxi Limited
(Previously Capital Appreciation Limited)
Incorporated in the Republic of South
Africa
(Registration number 2014/253277/06)
Share code: AXX
ISIN: ZAE000208245
("Araxi" or "the Company")
Araxi
LIMITED

CATEGORY 1 TRANSACTION: REVISED PRO FORMA FINANCIAL EFFECTS

Unless otherwise defined in this announcement, words and expressions contained herein shall have the same meanings as assigned to them in the Circular released on Thursday, 9 April 2026, referred to below.

Shareholders are referred to the announcement released on SENS on 9 April 2026, regarding the distribution of the Circular, detailing the full details of the Proposed Acquisition by Araxi of 80% of the shares in the Pay@ Group (the "Circular"), via its wholly-owned subsidiary, African Resonance ("the Proposed Acquisition").

The Company has revised the pro forma financial effects included in the Circular to appropriately reflect the treatment of the 20% non-controlling shareholders' remaining interest ("NCI") resulting from the Proposed Acquisition. These revisions relate only to the Statement of Comprehensive Income.

The NCI in Pay@ and its Mauritian affiliate (IPHL) was previously not appropriately attributed between Shareholders of the Company and NCI for the six-month period ended 30 September 2025 (prepared on the assumption that the transaction was effective on 1 April 2025).

Given the circumstances described above, revised pro forma metrics for Araxi are set out below. These should be read in conjunction with paragraph 7.2 of the Circular.

Metric (Cents)	Pre the Acquisition	Post the Proposed Acquisition (pre transaction costs)	Post the Proposed Acquisition (post transaction costs)
Basic earnings per share (“EPS”)	7.81	7.80	5.58
Diluted earnings per share (“DEPS”)	7.37	7.36	5.26
Headline earning per share (“HEPS”)	7.82	7.87	5.65
Diluted headline earnings per share (“DHEPS”)	7.37	7.43	5.33

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The auditors have issued a new assurance opinion on the revised pro forma information relevant to the Proposed Acquisition and accordingly retracted the assurance opinion previously issued. The revised pro forma financial information of Araxi showing the effects of the Proposed Acquisition (Annexure 1) and the independent auditors' assurance report on the compilation of the pro forma financial information showing the effects of the Proposed Acquisition (Annexure 2) are available on the Araxi website. The revised annexures should be read in conjunction with the Circular which is available on the Company's website at https://araxigroup.com/investors/shareholder-circulars/.

The revised pro forma financial effects, reflect performance which is historical in nature, and has no relevance to the expected prospects of the Pay@ Group nor the transaction rationale.

Other than as set out above, there are no other material changes since the Circular was issued.

17 April 2026

Johannesburg

Transaction Advisor and Transaction Sponsor: PSG Capital

Legal advisors to Araxi: Werksmans

WERKS MANS ATTORNEYS