PREMIER GROUP LIMITED — M&A Activity 2026

Mar 26, 2026

RFG Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 2012/074392/06
Share code: RFG
ISIN: ZAE000191979
Hereinafter, "RFG"

Premier Group Limited
Incorporated in the Republic of South Africa
Registration number: 2007/016008/06
Share code: PMR
ISIN: ZAE000320321
Hereinafter, "Premier"

FRACTIONAL ENTITLEMENTS ARISING FROM THE SCHEME

1. INTRODUCTION

Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear the same meanings ascribed thereto in the combined offer circular published by RFG and Premier which was issued on Thursday, 13 November 2025.

RFG Shareholders are referred to the joint finalisation announcement published by RFG and Premier on the Stock Exchange News Service on Thursday, 12 March 2026, containing the timetable for implementation of the Scheme ("Finalisation Announcement").

Implementation of the Scheme will result in the issue of Premier Shares, in the ratio of 1 Premier Share for every 7 RFG Shares. The Share Swap Ratio is based on a reference price of R22.00 per RFG Share and a reference price of R154.00 per Premier Share.

1. FRACTIONAL ENTITLEMENTS

Where a Scheme Participant's entitlement to the Scheme Consideration results in a fractional entitlement to Premier Shares, its entitlement to Scheme Consideration Shares will be rounded down to the nearest whole number and such Scheme Participant will receive the Scheme Consideration Cash in respect of such fractional entitlement.

Notwithstanding the definition of the Scheme Consideration Cash in the Circular, the Scheme Consideration Cash is calculated in accordance with the JSE Listings Requirements as the VWAP at which a Premier Share trades on the Scheme LDT + 1, being Wednesday, 25 March 2026, less 10%, multiplied by the fractional entitlement of a Scheme Participant. Scheme Participants are advised that the VWAP on the Scheme LDT + 1 amounted to 17 750 cents. Accordingly, the amount to be used to determine the Scheme Consideration Cash in respect of fractional entitlements (being the aforementioned VWAP less 10%) is 15 975 cents.

The Scheme Consideration Cash in respect of fractional entitlements will be paid to Scheme Participants in accordance with the timetable set out in the Finalisation Announcement.

1. RESPONSIBILITY STATEMENTS

The members of the RFG Independent Board (to the extent that the information relates to RFG) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to RFG is true and this announcement does not omit anything that is likely to affect the importance of such information.

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The directors of Premier (to the extent that the information relates to Premier) collectively and individually accept responsibility for the information contained in this announcement and certify that to the best of their knowledge and belief, the information contained in this announcement relating to Premier is true and this announcement does not omit anything that is likely to affect the importance of such information.

Groot Drakenstein

26 March 2026

Financial adviser and Transaction sponsor to RFG

Rand Merchant Bank (a division of FirstRand Bank Limited)

Attorneys to RFG

Webber Wentzel

Financial adviser and Transaction sponsor to Premier

Investec Bank Limited

Legal adviser to Premier

DLA Piper Advisory Services Proprietary Limited

Competition law advisor to Premier

Primerio International Limited

Disclaimer

This announcement shall not constitute an offer to buy or the solicitation of an offer to sell securities, nor shall there be any sale of the securities described herein, in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction or without an exemption from the registration or qualification requirements under the securities laws of such jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by applicable law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.