PBT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2026

Mar 30, 2026

PBT Holdings Limited
(formerly PBT Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
Share Code: PBT ISIN: ZAE000256319
Main Board – General Segment
("PBT Holdings" or "the Company")

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PBT Holdings
KNOWLEDGE TO ACHIEVE
FORESIGHT TO LEAD

PROPOSED AMENDMENTS TO THE COMPANY'S MEMORANDUM OF INCORPORATION AND CIRCULAR TO SHAREHOLDERS

1. Introduction

Shareholders of the Company ("Shareholders") are advised that the board of directors of the Company (the "Board") proposes, subject to shareholder approval, amendments to the Company's memorandum of incorporation ("MOI").

2. Rationale for the amendments to the MOI

The Company is proposing to align its MOI with recent changes which were published in the Companies Amendment Act, 2024 (Act No. 16 of 2024), and the simplified JSE Limited ("JSE") Listings Requirements which became effective on 16 February 2026. The alignment is important for ensuring compliance with the new regulations and maintaining the Company's standing on the JSE.

The Company proposes amendments to the MOI to, inter alia:

1. update definitions and references in line with amended sections of the Companies Act, 2008 (Act No. 71 of 2008), as amended ("Companies Act");
2. align approval thresholds for certain share issuances and repurchases with the simplified JSE Listings Requirements, subject always to the Companies Act;
3. incorporate updated corporate governance requirements, including references to the remuneration report, and social and ethics committee and its report;
4. remove outdated clauses inconsistent with the 2024 legislative reforms or the 2026 simplified JSE Listings Requirements; and
5. ensure consistency with the latest JSE corporate governance and listing disclosure requirements.

3. Distribution of circular

The Board has resolved that the resolutions relating to the amendments to the MOI (the "Resolutions") be proposed for approval by shareholders by written consent, in terms of section 60 of the Companies Act. As such, shareholders are entitled to exercise their voting rights in relation to the Resolutions within 20 business days after the Resolutions have been dispatched to them.

A circular providing shareholders with relevant information relating to the amendments to the MOI, together with the written Resolutions to be proposed to effect the amendments to the MOI, a form of surrender and a form of written consent (the "Circular") has been distributed to shareholders today.

These proposed amendments to the MOI are set out in Annexure A of the Circular. The amendments are also marked up for ease of reference on a copy of the MOI which will lie for inspection at the Company's registered office. A copy of the marked up MOI is also available online at https://pbtholdings.com/investor-relations/

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Copies of the Circular may be obtained from the registered office of the Company during office hours on business days from Tuesday, 7 April 2026, at the address set out in the "Corporate Information" section of the Circular.

A copy of the Circular will also be available on the Company's website https://pbtholdings.com/investor-relations/

4. Salient dates and times of the amendments to the MOI

The salient dates and times of the amendments to the MOI are as follows:

	2026
Record date to determine which shareholders are eligible to receive the Circular and vote on the Resolutions	Friday, 20 March
Circular distributed to shareholders and announced on SENS	Monday, 30 March
Deemed date of delivery (seven calendar days from distribution of the Circular)	Tuesday, 7 April
Voting period opens	Tuesday, 7 April
Last day for voting (20 Business Days from voting period opening)	Thursday, 7 May
Results of voting released on SENS	Friday, 8 May
Special Resolutions lodged with the Companies and Intellectual Property Commission, established in terms of section 185 of the Companies Act (“CIPC”) for registration	Friday, 8 May
Expected/deemed date of CIPC registration of amendments to the MOI special Resolution	Friday, 22 May

Notes:

1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment will be released on SENS

30 March 2026

Cape Town

Sponsor

Questco Corporate Advisory Propriety Limited