THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations contained in the "Definitions and Interpretations" section commencing on page 9 of this Circular, apply throughout this Circular including this cover page (unless the context indicates a contrary intention).

Action required

This Circular is important and should be read with particular attention to the section entitled "Actions Required by Sygnia Shareholders" on page 4 of this Circular.
If you are in any doubt as to what action to take, please consult your Broker, CSDP, banker, accountant, legal advisor or other professional advisor immediately.
If you have disposed of all your Sygnia Shares, this Circular should be forwarded to the purchaser of such Sygnia Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected.

Sygnia does not accept responsibility and will not be held liable for any action of, or omission by, any CSDP or Broker including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner of Sygnia Shares to notify such beneficial owner of the details set out in this Circular.

Sygnia

SYGNIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code: SYG
ISIN: ZAE000208815
LEI: 378900EDC10836141A78
General Segment
("Sygnia" or "the Company")

CIRCULAR TO SYGNIA SHAREHOLDERS

relating to:
- a proposed Odd-lot Offer by Sygnia to repurchase Sygnia Shares from Sygnia Shareholders holding less than 100 Sygnia Shares;
- a specific authority for Sygnia to repurchase its own Shares for purposes of implementing the Odd-lot Offer;

and incorporating:
- a notice convening the General Meeting;
- a Proxy Form for use by Own-name Dematerialised Shareholders; and
- a form of election and surrender (for use by holders of Certified Shares only).

Please note that Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Sygnia and receive the Odd-lot Consideration in respect thereof.

Sponsor

Standard Bank

The Standard Bank of South Africa Limited

Transfer Secretaries

Computershare

Computershare Investor Services Proprietary Limited

Date of issue: Friday, 31 January 2025

This Circular is available in English only. Copies of this Circular may be obtained at the Company's registered office and at the office of The Standard Bank of South Africa Limited, at the addresses set out under the "Corporate Information and Advisors" section of this Circular during normal business hours, from the date of issue of this Circular until the date of the General Meeting and is also available on the Company's website https://www.sygnia.co.za/for-shareholders.

Corporate information and advisors

Executive Directors
MF Wierzycka (Chief Executive Officer)
J Corelli (Executive Director)
R I Ismail (Financial Director)

Company Secretary and Registered Office
L van Wyk
7th Floor, The Foundry
Cardiff Street, Green Point
Cape Town, 8001
(PO Box 51591, Waterfront, 8002)

Non-executive Directors
HI Bhorat (Non-executive Chairman)
G Cavaleros (Lead Independent Non-executive Director)
J Boyd (Independent Non-executive Director)
A Jakoet (Independent Non-executive Director)

Sponsor
The Standard Bank of South Africa Limited
(Registration number 1962/000738/06)
30 Baker Street
Rosebank
Johannesburg, 2196
(PO Box 61344 Marshalltown 2107)

Transfer Secretaries
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
(Private Bag X9000, Saxonwold, 2132)

Date and place of incorporation
06 September 2007, South Africa

Actions required by Sygnia shareholders...4
Important dates and times...7
Definitions and interpretations...9
Circular to shareholders...12
1. Introduction and purpose of the circular...12
2. Rationale of the odd-lot offer...12
3. Details of the odd-lot offer...13
4. Impact of the odd-lot offer on financial information...16
5. Share capital...16
6. Major shareholders...17
7. Directors and management...17
8. Working capital...18
9. Material risks...19
10. Material changes...19
11. Expenses relating to the odd-lot offer...19
12. Directors' responsibility statement...19
13. Litigation statement...19
14. Opinions, recommendations and undertakings...20
15. Consents...20
16. Documents available for inspection...20

Notice of general meeting
Form of proxy
Form of Election and Surrender

Attached
Attached
Attached

Actions required by Sygnia shareholders

This Circular is important and requires your immediate attention.

Please take careful note of the following provisions regarding the action required by Sygnia Shareholders. If you are in any doubt as to what actions to take, please consult your Broker, CSDP, banker, attorney, accountant or other professional advisor immediately.

If you have disposed of all of your Sygnia Shares, this Circular should be handed to the purchaser of such Sygnia Shares or to the Broker, CSDP, banker, attorney or other agent through whom the disposal was effected.

The General Meeting (notice of which is attached to and forms part of this Circular), will be held in the auditorium of the offices of the Company at 7th Floor, The Foundry, Cardiff Street, Green Point, Cape Town, 8001 at 10:00 on Monday, 3 March 2025, at which General Meeting, Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the Resolutions.

GENERAL MEETING

1. DEMATERIALISED SHAREHOLDERS WHO ARE NOT OWN-NAME DEMATERIALISED SHAREHOLDERS

1.1 Voting at the General Meeting

1.1.1 Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and should thereafter cast your vote in accordance with your instructions.

1.1.2 If you have not been contacted by your Broker or CSDP, it is advisable for you to contact your Broker or CSDP and furnish it with your voting instructions.

1.1.3 If your Broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your Broker or CSDP.

1.1.4 You must not complete the attached Proxy Form.

1.2 Attendance and representation at the General Meeting

In accordance with the custody agreement between you and your Broker or CSDP, you must advise your Broker or CSDP if you wish to:

1.2.1 attend, speak and vote at the General Meeting; or

1.2.2 send a proxy to represent you at the General Meeting.

Your Broker or CSDP should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote at the General Meeting.

2. CERTIFICATED SHAREHOLDERS AND DEMATERIALISED OWN-NAME SHAREHOLDERS

Voting and attendance at the General Meeting

2.1 You may attend the General Meeting in person and may participate and vote at the General Meeting.

2.2 Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached Proxy Form in accordance with the instructions contained therein and lodge it, post it or send it via e-mail to the Transfer Secretaries at the details below, to be received by them, for administrative purposes only, by no later than 10:00 (South African time) on Thursday, 27 February 2025 or thereafter by emailing such Proxy Form to the chairman of the General Meeting or the Transfer Secretaries at the General Meeting at [email protected], at any time before the appointed proxy exercises any relevant Sygnia Shareholder's rights at the General Meeting (or any adjournment of the General Meeting).

2.3 Hand deliveries to: Computershare Investor Services (Pty) Ltd, First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196.

2.4 Postal or email deliveries to: Computershare Investor Services (Pty) Ltd, Private Bag X9000, Saxonwold, 2132. Email: [email protected]

GENERAL

3.1 Voting procedure and quorum for the General Meeting

3.1.1 Every Sygnia Shareholder present in person or represented by proxy and entitled to vote at the General Meeting will, in his capacity as Sygnia Shareholder, on a show of hands, have only one vote irrespective of the number of Sygnia Shares he/she holds or represents. On a poll, every Sygnia Shareholder present in person or represented by proxy and entitled to vote at the General Meeting, will be entitled to one vote per Sygnia Share held by such Sygnia Shareholder.

3.1.2 The quorum for the General Meeting is at least three (3) persons holding at least 25% of all voting rights that are entitled to be exercised on each resolution to be considered at the General Meeting by Sygnia Shareholders present in person or represented by proxy at the General Meeting.

3.2 Identification of Sygnia Shareholders and Proxies

In terms of section 63(1) of the Companies Act, before any person may attend or participate in the General Meeting, that person must present reasonably satisfactory identification and the person presiding at the General Meeting must be reasonably satisfied that the right of the person to participate in and vote at the General Meeting, either as a Sygnia Shareholder, or as a proxy for a Sygnia Shareholder, has been reasonably verified. Acceptable forms of identification include a valid green bar-coded or smart card identification document issued by the South African Department of Home Affairs, South African driver's licence or a valid passport.

3.3 Electronic participation in the General Meeting

Should any Sygnia Shareholder (or a representative or proxy for a Sygnia Shareholder) wish to participate in the General Meeting by way of electronic participation, that Sygnia Shareholder should make an application in writing (including details as to how the Sygnia Shareholder or its representative (including its proxy) can be contacted) to so participate to the Company Secretary, PO Box 51591, Waterfront, 8002, or via email to [email protected], to be received by the Company Secretary at least ten (10) business days prior to the Meeting (i.e. Monday, 17 February 2025) in order for the Company Secretary to arrange for the Sygnia Shareholder (or its representative or proxy) to provide reasonable, satisfactory identification to the Company Secretary for the purposes of section 63(1) of the Act and for the Company Secretary to provide the Sygnia Shareholder (or its representative or proxy) with details as to how to access the General Meeting by means of electronic participation. Sygnia Shareholders participating electronically will not be able to vote electronically and must follow the standard voting arrangements described above.

ODD-LOT OFFER

Following the approval of the Resolutions to be considered at the General Meeting relating to the Odd-lot Offer, the Odd-lot Offer will open.

If you are an Odd-lot Holder you must decide to either:

sell your Odd-lot Holding to Sygnia at the Offer Price; or
retain your Odd-lot Holding.

If you wish to retain your Odd-lot Holding you must specifically make an election to do so. Those Odd-lot Holders who do not make an election will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Sygnia at the Offer Price.

Dematerialised Shareholders

Your Broker or CSDP is obliged to contact you in the manner stipulated in the Custody Agreement concluded between you and your Broker or CSDP to ascertain what choice you wish to make in terms of the Odd-lot Offer and thereafter to advise the Transfer Secretaries of such choice.
If you have not been contacted, you should contact your Broker or CSDP and furnish your Broker or CSDP with your instructions relating to your choice.
If your Broker or CSDP does not obtain instructions from you regarding your choice, it will be obliged to act in accordance with the provisions contained in the Custody Agreement concluded between you and your Broker or CSDP.
You must NOT complete the Form of Election and Surrender (grey).

Certificated Shareholders

You must complete the Form of Election and Surrender (grey) and select to either sell or retain your Odd-lot Holding.
If you decide to retain your Odd-lot Holding, you must make sure that you complete the Form of Election and Surrender (grey) and return it to the Transfer Secretaries at the address set out in that form, to be received by no later than 12:00 on the Closing Date. If the Transfer Secretaries do not receive your completed form in time, you will automatically be regarded as having accepted the Odd-lot Offer and you will be deemed to have agreed to dispose of your Sygnia Shares to Sygnia and receive the Odd-lot Consideration.
If any Documents of Title of Certificated Odd-lot Holders have been lost or destroyed and the Odd-lot Holder concerned produces evidence to this effect to the satisfaction of the Transfer Secretaries and Sygnia, then the Transfer Secretaries, subject to obtaining Sygnia's consent, may dispense with the surrender of such existing Documents of Title against provision of an acceptable indemnity.

Important dates and times

	2025
Record date to receive this Circular and Notice of the General Meeting forming part thereof	Friday, 24 January
Publication of distribution of Circular and Notice of General Meeting and Odd-lot announcement on SENS on	Friday, 31 January
Circular, incorporating Notice of General Meeting and Form of Proxy posted to Shareholders on	Friday, 31 January
Last day to trade Shares in order to be recorded in the Register on the Record Date to Vote on	Tuesday, 18 February
Record Date to Vote (being the record date for a Shareholder to be registered in the Register in order to be eligible to attend, participate and vote at the General Meeting), by close of trade on	Friday, 21 February
For administrative reasons, Forms of Proxy in respect of the General Meeting to be lodged at the Transfer Secretaries by 10:00 on	Thursday, 27 February
Forms of Proxy not lodged with the Transfer Secretaries to be emailed to the Transfer Secretaries at [email protected] (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting on	Monday, 3 March
General Meeting held at 10:00 on	Monday, 3 March
Results of the General Meeting announced on SENS on	Monday, 3 March
If the Resolution relating to the Odd-lot Offer is passed, Odd-lot Offer opens at 09:00	Tuesday, 4 March
Finalisation announcement (including the Odd-lot Offer Price) in respect of Odd-lot Offer by 11:00	Monday, 10 March
Last day to trade to participate in the Odd-lot Offer	Monday, 17 March
Shares commence trading ex Odd-lot Offer	Tuesday, 18 March
Odd-lot Offer closes at 12:00	Thursday, 20 March
Record Date for the Odd-lot Offer	Thursday, 20 March
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or who have made no election will have their accounts at their CSDP or Broker credited with the Odd-lot Consideration	Monday, 24 March
Results of Odd-lot Offer released on SENS	Monday, 24 March
Delisting and cancellation of Sygnia Shares repurchased in terms of the Odd-lot Offer on or about	Wednesday, 26 March

Notes:

The above dates and times are subject to amendment at the discretion of Sygnia. Any such amendment will be released on SENS.
Sygnia Shareholders should note that as transactions in Sygnia Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Sygnia Shareholders who acquire Sygnia Shares after close of trade on Tuesday, 18 February 2025, will not be eligible to vote on the Resolutions.
All dates and times indicated above are South African Standard Times.
If the General Meeting is adjourned or postponed, Proxy Forms submitted in respect of the General Meeting will remain valid in respect of any adjournment or postponement thereof.
Dematerialised Sygnia Shareholders, other than those with Own-name Registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.
Forms of Proxy are to be lodged with Transfer Secretaries, for administrative purposes only, by no later than 10:00 on, Thursday, 27 February 2025. Alternatively, Forms of Proxy (blue) may be emailed to the Transfer Secretaries at [email protected] (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting.

7 Odd-lot Offer

7.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or CSDP of their election by the cut off time stipulated by their Broker or CSDP. This will be before the Closing Date of the Odd-lot Offer.

7.2 In the case of Certified Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, payment will be made on Monday, 25 March 2024 by EFT into the bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the Form of Election and Surrender (grey).

7.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided in the Common Monetary Area, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, and who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, are referred to paragraph 3.9 of this Circular regarding processing and payment of the Odd-lot Consideration.

7.4 Those Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (grey) timeously will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Sygnia at the Odd-lot Offer Price and to receive the Odd-lot Consideration.

7.5 Shareholders may not dematerialise or rematerialise their Shares between the last day to trade to participate in the Odd-lot Offer and the Record Date for the Odd-lot Offer both days inclusive.

Definitions and interpretations

In this Circular, unless otherwise stated or clearly indicated by the context, the words in the first column have the meanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other genders and references to a person include references to a body corporate and vice versa:

"Act" or "Companies Act"	the Companies Act, No. 71 of 2008, as amended;
"Authorised Dealer"	an authorised dealer of the South African Reserve Bank, established in terms of section 9 of the Currency and Banking Act, 31 of 1920, as amended and currently governed by the South African Reserve Bank Act, 90 of 1989, as amended designated as such in the Exchange Control Regulations;
"Board"	the board of Directors of Sygnia whose names appear in the "Corporate Information and Advisors" section of this Circular;
"Broker"	any person registered as a "broking member (equities)" in terms of the Rules of the JSE made in accordance with the provisions of the Financial Markets Act;
"Business Day"	a day other than a Saturday, Sunday or official public holiday in South Africa;
"Circular"	this circular to Sygnia Shareholders, dated Friday, 31 January 2025, including the Notice of General Meeting, the Proxy Form and the Form of Election and Surrender (grey);
"Closing Date"	the closing date of the Odd-lot Offer, which will be at 12:00 pm on a date to be announced on SENS and which is anticipated to be by no later than 12:00 pm on Thursday, 20 March 2025;
"Common Monetary Area"	South Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini;
"Companies Act"	the Companies Act, 2008, as amended;
"Companies Regulations"	the Companies Regulations, 2011, promulgated under the Companies Act;
"Company Secretary"	the secretary of the Company as appointed from time to time;
"CSDP"	a Central Securities Depository Participant, being a "participant" as defined in the Financial Markets Act;
"Custody Agreement"	a custody mandate agreement between a Shareholder and a CSDP or Broker, regulating their relationship in respect of Dematerialised Shares held on the sub-register of Dematerialised Shareholders maintained by a CSDP or Broker on behalf of that person;
"Dematerialise"	the process by which securities held in certificated form are converted to or held in electronic form as uncertificated securities and recorded as such in a sub-register of securities holders maintained by a CSDP and "Dematerialised" shall bear the corresponding meaning;
"Dematerialised Own-name Shareholders"	Dematerialised Shareholders who have registered their Sygnia Shares in their own name with a CSDP in terms of the Financial Markets Act;
"Dematerialised Shareholder"	a Sygnia Shareholder who holds Dematerialised Shares;
"Dematerialised Shares"	Sygnia Shares which have been Dematerialised;
"Directors"	the directors of Sygnia whose names appear in the "Corporate Information and Advisors" section of this Circular;
"Documents of Title"	share certificates, certified transfer deeds, balance receipts or any other documents of title to shares acceptable to the Board;

“EFT”	electronic funds transfer;
“Exchange Control Regulations”	the Exchange Control Regulations, promulgated in terms of section 9 of the Currency and Exchanges Act, 9 of 1933, as amended;
“Financial Markets Act”	the Financial Markets Act, No. 19 of 2012, as amended;
“Form of Election and Surrender”	the form of election and surrender (grey) for use by Certificated Odd-lot Holders to retain or sell theirOdd-lot Holdings;
“Form of Proxy”	the Form of Proxy for use by Own-Name Dematerialised Shareholders only, for purposes of appointing a proxy to represent such Shareholder at the General Meeting;
“General Meeting”	the general meeting of Sygnia Shareholders convened in terms of the Notice of General Meeting, to be held at Sygnia’s head office, at 7 ^{ th } Floor, The Foundry, Cardiff Street, Green Point, Cape Town, 8001 at 10:00 on Monday, 3 March 2025, including any adjournment or postponement thereof;
“Group”	Sygnia and its subsidiaries;
“JSE”	JSE Limited, registration number 2005/022959/06, a public company incorporated in accordance with the laws of South Africa and licensed to operate an exchange under the Financial Markets Act;
“JSE Listings Requirements”	the listings requirements of the JSE as at the Last Practicable Date;
“Last Practicable Date”	the last practicable date before finalisation of this Circular, being Friday, 24 January 2025;
“MOI”	the Memorandum of Incorporation of Sygnia;
“Notice of General Meeting”	the notice convening the General Meeting which is attached to and forms part of, this Circular;
“Odd-lot Consideration”	the Odd-lot Offer Price that will be received by Odd-lot Holders who elect to sell their Shares or who do not make an election;
“Odd-lot Holders”	Shareholders holding Odd-lot Holdings;
“Odd-lot Holding”	a shareholding of less than 100 Shares;
“Odd-lot Offer”	the proposed offer by Sygnia to repurchase the Odd-lot Holdings of Odd-lot Holders at the Odd-lot Offer Price;
“Odd-lot Offer Price”	the offer price which will be as set out in paragraph 3.1 of this Circular, being the 30-day VWAP of a Sygnia Share at the close of business on Friday, 7 March 2025 (being the final business day before the finalisation announcement)
“Opening Date”	the opening date of the Odd-lot Offer, being 09:00 am on Thursday, 4 March 2025;
“Proxy Form”	the form of proxy for use at the General Meeting by Dematerialised Own-name Shareholders, which is attached to and forms part of this Circular;
“R” or “Rand”	South African Rand, the lawful currency of South Africa;
“Record Date for the Odd-lot Offer”	the date on which a Shareholder must be registered in the Register in order to be eligible to participate in the Odd-lot Offer, which date is at close of business on Thursday, 20 March 2025;
“Record Date to Vote”	the date on which a Shareholder must be registered in the Register in order to be eligible to electronically attend, participate and vote at the General Meeting, which date is Friday, 21 February 2025;

"Register"	the securities register of Sygnia Shareholders maintained by the Transfer Secretaries on behalf of Sygnia in terms of the Companies Act, including the sub-registers of Dematerialised Shares maintained by the relevant CSDPs in accordance with the Companies Act;
"Resolutions"	the special and ordinary resolutions set out in the Notice of General Meeting, to be considered and voted upon by Sygnia Shareholders at the General Meeting;
"Restricted Jurisdictions"	any jurisdiction in which it is illegal or otherwise unlawful for the Odd-lot Offer to be made or accepted, including (without limitation) Australia, Canada, Japan and the United States;
"SENS"	the Stock Exchange News Service of the JSE;
"Shareholders" or "Sygnia Shareholders"	the holders of Shares issued by the Company and who are entered as such in the Register;
"South Africa"	the Republic of South Africa;
"Strate"	Strate Proprietary Limited, registration number 1998/022242/07, a private company incorporated in accordance with the laws of South Africa, and a registered central securities depository responsible for the electronic custody and settlement system for transactions that take place on the JSE and off-market trades;
"Subsidiary"	a "subsidiary" as defined in the Companies Act;
"Sygnia" or "the Company"	Sygnia Limited, registration number 2007/025416/06, a company incorporated in accordance with the laws of South Africa;
"Sygnia Group" or "Group"	Sygnia and its Subsidiaries;
"Sygnia Shares" or "Shares"	ordinary shares of no par value in the share capital of Sygnia;
"Transfer Secretaries"	Computershare Investor Services Proprietary Limited, registration number 2004/003647/07, a private company incorporated in accordance with the laws of South Africa, details of which are contained in the "Corporate Information and Advisors" section of this Circular;
"VAT"	Value Added Taxation, levied in terms of the Value Added Tax Act (No. 89 of 1991), as amended; and
"VWAP"	Volume weighted average price of a Share.

Sygnia Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code: SYG
ISIN: ZAE000208815
General Segment

Directors

MF Wierzycka
J Corelli
RI Ismail
HI Bhorat
G Cavaleros
A Jakoet
J Boyd*

Executive
*Non-executive
* Independent non-executive

Circular to shareholders

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

As at the Last Practicable Date, there are a total of 3 140 Odd-lot Holders on the Register, comprising 50.38% of the total number of Shareholders in the Company. Conversely, the total number of Sygnia Shares held by the Odd-lot Holders comprises 53 333 Shares representing only 0.035% of the total issued shares of Sygnia. Therefore, a disproportionate amount of the administrative time and costs associated with the Shareholder base are incurred with respect to Shareholders that hold 0.035% of the total Shares in issue.

Accordingly, the Board has proposed the implementation of the Odd-lot Offer to facilitate the reduction in Sygnia Shareholders in an equitable manner.

Sygnia has decided to proceed with the implementation of the Odd-lot Offer in order to (i) provide Odd-lot Holders with an opportunity to realise the value of their investment without incurring dealing charges which might otherwise make it impractical to sell their holding, and to provide liquidity for those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election and (ii) to reduce the costs and complexity of managing a large shareholder base.

In terms of the Odd-lot Offer Sygnia will repurchase the Sygnia Shares from the Odd-lot Holders at the 30-day VWAP of a Sygnia Share at the close of business on Friday, 7 March 2025.

The purpose of the Circular is to provide Shareholders with relevant information relating to the Odd-lot Offer, as well as to convene the General Meeting at 10:00 on Monday, 3 March 2025, to be held electronically for the purposes of considering and, if deemed fit, passing, with or without modification, the Resolutions contained in the Notice of General Meeting, to approve and implement the Odd-lot Offer.

2. RATIONALE OF THE ODD-LOT OFFER

1 The rationale for the Odd-lot Offer is as follows:

From an Odd-lot Holder's perspective the Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot Holdings on an efficient basis and will provide liquidity for those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election, in which case such Odd-lot Holders will be deemed to have agreed to dispose of their Odd-lot Holdings. Odd-lot Holders will dispose of their Odd-lot Holdings to Sygnia and receive the Odd-lot Consideration. Odd-lot Holders can elect to retain their Odd-lot Holdings.

From Sygnia's perspective, the Odd-lot Offer will, amongst other things, reduce the complexity and cost of managing a shareholder base that comprises of approximately 50.38% of Odd-lot Holders and who hold only 0.035% of the total Shares.

The Board has accordingly decided to propose the Odd-lot Offer in order to enable Odd-lot Holders to dispose of their Odd-lot Holdings in a cost-effective manner, thereby reducing the number of Odd-lot Holders in an equitable manner.

3. DETAILS OF THE ODD-LOT OFFER

1 Odd-lot Offer Price

The Odd-lot Offer Price will be the 30-day VWAP of a Sygnia Share at the close of business on Friday, 7 March 2025.

The Odd-lot Consideration will constitute a “dividend” as defined in section 1 of the Income Tax Act. The Odd-lot Consideration will therefore give rise to a liability for dividends tax in accordance with the Income Tax Act in the event that any Odd-lot Holders do not qualify for an exemption from the dividends tax.

Sygnia Shareholders are advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.

2 Condition precedent to the Odd-lot Offer

The implementation of the Odd-lot Offer is subject to the fulfilment of the condition precedent that the Resolutions relating to the Odd-lot Offer contained in the Notice of General Meeting attached to and forming part of this Circular are duly passed.

3 Terms of the Odd-lot Offer

Odd-lot Holders, on the Record Date for the Odd-lot Offer, will be eligible to participate in the Odd-lot Offer.

The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of the national securities exchanges of a Restricted Jurisdiction and the Odd-lot Offer cannot be accepted by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, neither copies of this Circular nor any related documentation are being or may be mailed or otherwise distributed or sent in or into or from a Restricted Jurisdiction, and if received in any Restricted Jurisdiction, this Circular should be treated as being received for information purposes only.

The information contained herein does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any Sygnia Shares in any jurisdiction in which such distribution or offer is not authorised. In particular, the information herein is not for distribution and does not constitute an offer to sell or the solicitation of any offer to buy any Sygnia securities in the United States of America or to or for the benefit of any person as such term is defined under the United States Securities Act of 1933, as amended.

The Odd-lot Consideration to be paid for each Share pursuant to the Odd-lot Offer will be the Odd-lot Offer Price.

The Shares repurchased in terms of the Odd-lot Offer will be cancelled, delisted and reinstated as authorised but unissued Shares.

4 Mechanism of the Odd-lot Offer

Following the General Meeting, and provided the Shareholders approve the Resolutions required to implement the Odd-lot Offer, Sygnia will proceed with implementing the Odd-lot Offer.

In terms of the Odd-lot Offer, Odd-lot Holders will be able to:

(a) have their Odd-lot Holdings repurchased by Sygnia at the Odd-lot Offer Price if they decide to sell their Odd-lot Holdings; or
(b) retain their Odd-lot Holdings if they decide to retain their Odd-lot Holdings.

Odd-lot Holders who wish to retain their Sygnia Shares must specifically elect to do so. Odd-lot Holders who do not make an election timeously or who do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Sygnia at the Odd-lot Offer Price and to receive the Odd-lot Consideration.

The Odd-lot Offer is expected to be open for acceptance from 09:00 on the Opening Date and will close at 12:00 on the Closing Date. All Shareholders who hold a total of less than 100 Shares at the Record Date for the Odd-lot Offer will be entitled to participate in the Odd-lot Offer. The procedure on how such Odd-lot Holders must make their choice (election and surrender procedure) is set out in paragraph 3.5 below.

The Shares of those Odd-lot Holders who do not make an election timeously or who do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries or who decide to sell their Odd-lot Holdings for the Odd-lot Consideration will be repurchased by Sygnia at the Odd-lot Offer Price. Any such repurchase will be regarded as an acquisition of Shares in terms of the Companies Act and a specific repurchase of Shares in terms of the JSE Listings Requirements.

Odd-lot Holders who do not make an election timeously or who do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries should note that they shall be deemed to have agreed to dispose of their Shares to Sygnia at the Odd-lot Offer Price in terms of the MOI and the JSE Listings Requirements and to receive the Odd-lot Consideration. In such circumstances, the Odd-lot Holdings will automatically be repurchased by Sygnia, without any further action on their part and without any further notice to Odd-lot Holders.

The repurchase in terms of the Odd-lot Offer as set out above will not be from a related party as defined in the JSE Listings Requirements.

5 Election and surrender procedure for Odd-lot Holders following the General Meeting

Odd-lot Holders may decide to either:

(a) sell their Odd-lot Holdings to Sygnia at the Odd-lot Offer Price; or
(b) retain their Odd-lot Holdings. If Shareholders wish to retain their Odd-lot Holdings they have to make this election.

Those Odd-lot Holders who do not make an election timeously or who do not return their Form of Election and Surrender (grey) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Sygnia and receive the Odd-lot Consideration in respect thereof.

The election made by Odd-lot Holders is irrevocable and may not be withdrawn once made.

Certificated Odd-lot Holders must complete the enclosed Form of Election and Surrender (grey) and return it to the Transfer Secretaries, together with the share certificate, to be received by no later than 12:00 on the Closing Date.

Dematerialised Odd-lot Holders should instruct their CSDP or Broker as to what action they wish to take in the time and manner stipulated in the agreement entered into between them and their CSDP or Broker. Dematerialised Odd-lot Holders must NOT return their forms to the Transfer Secretaries.

In respect of Dematerialised Odd-lot Holders who elect to participate in the Odd-lot Offer, or in the case of Odd-lot Holders who fail to make an election, their accounts held at their CSDP or Broker will be credited with the Odd-lot Consideration on or about Monday, 24 March 2025.

6 Transaction costs for Odd-lot Holders

Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in respect of the Odd-lot Offer.

Securities transfer tax, if any, will be paid by Sygnia at a rate of 0.25% calculated on the taxable amount as determined in section 5(1)(a) of the Securities Transfer Tax Act No. 25 of 2007.

The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell their Odd-lot Holdings to Sygnia or who do not make an election timeously. Sygnia Shareholders are advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.

7 Additional provisions in respect of the Odd-lot Offer

The Directors, at their discretion, reserve the right to withdraw the Odd-lot Offer in respect of any Shareholder at any time prior to the publication of a finalisation announcement on SENS in respect of the Odd-lot Offer on Monday, 10 March 2025.

Sygnia will not convene the General Meeting to obtain the required shareholders' approval to undertake the Odd-lot Offer during a prohibited period as defined in the JSE Listings Requirements.

The MOI allows for the Odd-lot Offer to be undertaken by the Company in terms of the JSE Listings Requirements.

8 Jurisdiction

The Odd-lot Offer shall be governed by and be subject to the laws of South Africa. The Odd-lot Offer may be affected by the laws of the relevant jurisdictions of foreign Shareholders. Such foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of this Circular that may affect them.

The release, publication or distribution of this Circular in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

The Odd-lot Offer does not constitute an offer in any Restricted Jurisdiction.

The Odd-lot Offer has not been and will not be registered under the Securities Act of the United States. Accordingly, the Odd-lot Offer may not be made, directly or indirectly, in the United States or to or for the account or benefit of United States persons, except pursuant to exemptions from the Securities Act of the United States. This Circular and its accompanying documents are not being, and must not be mailed or otherwise distributed or sent in, into or from the United States.

It is the responsibility of any person wishing to accept the Odd-lot Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including obtaining any governmental or other consent that may be required or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdictions.

Any such Shareholder will be responsible for any issue, transfer or other taxes payable outside South Africa.

A foreign Shareholder who is in any doubt about his position, should consult an appropriate professional advisor in the relevant jurisdiction.

9 Exchange Control Regulations

The following summary is intended only as a guide and is, therefore, not comprehensive. If Shareholders are in any doubt as to the appropriate course of action, they are advised to consult their professional advisors.

(a) Emigrants from the Common Monetary Area

The Odd-lot Consideration will not be freely transferable from South Africa and will have to be dealt with in terms of the Exchange Control Regulations.

The Odd-lot Consideration due to an Odd-lot Holder who is an emigrant from South Africa, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, will be deposited in a blocked account with the Odd-lot Holder's Authorised Dealer in foreign exchange in South Africa (controlling the Odd-lot Holder's blocked assets in accordance with his instructions), against delivery of the relevant Documents of Title.

At the time of the Odd-lot Offer, the Authorised Dealer releasing the relevant Documents of Title in terms of the Odd-lot Offer must countersign the Form of Election and Surrender (grey) thereby indicating that the Odd-lot Consideration will be placed directly in its control.

The Form of Election and Surrender (grey) will make provision for the details of the Authorised Dealer concerned to be provided.

Odd-lot Holders who are Emigrants of the Common Monetary Area and who have dematerialised their Shares must advise their CSDP or Broker as to the action they wish to take in terms of the Custody Agreement entered into between them and their CSDP or Broker. Such Shareholders must not return the Form of Election and Surrender (grey) to the Transfer Secretaries.

(b) All other non-residents of the Common Monetary Area

Odd-lot Holders who have any queries or require assistance with respect to any aspect of the Odd-lot Offer, including the instructions required to be given to an Odd-lot Holder's nominated Authorised Dealer with regard to the receipt of the Odd-lot Consideration against delivery of the relevant Documents of Title should contact the Transfer Secretary of Sygnia at [email protected] or +27 (0) 11 370 5000.

The Odd-lot Consideration due to an Odd-lot Holder who is a non-resident of South Africa and who has never resided in the Common Monetary Area, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, will be deposited with the Authorised Dealer in foreign exchange in South Africa nominated by such Odd-lot Holder. It will be incumbent on the Odd-lot Holder concerned to instruct the Odd-lot Holder's nominated Authorised Dealer as to the disposal of the Odd-lot Consideration against delivery of the relevant Documents of Title.

The Form of Election and Surrender (grey) will make provision for the nomination required. If the information regarding the Authorised Dealer is incomplete, the Odd-lot Consideration will be held in trust by Sygnia for the Odd-lot Holders concerned pending receipt of the necessary information or instruction.

Odd-lot Holders who are non-residents of the Common Monetary Area and who have dematerialised their Shares must advise their CSDP or Broker as to the action they wish to take in terms of the Custody Agreement entered into between them and their CSDP or Broker. Such Shareholders must not return the Form of Election and Surrender (grey) to the Transfer Secretaries.

All CSDPs and Brokers through which Shares have been dematerialised should note that they are required to comply with the Exchange Control Regulations set out above.

4. IMPACT OF THE ODD-LOT OFFER ON FINANCIAL INFORMATION

1 Source of Funds

The Odd-lot Offer will be funded from Sygnia's existing cash resources.

2 Financial impact

For illustrative purposes, and based on historical information, if Sygnia had to implement the Odd-lot Offer based on existing Sygnia Shareholders who have Odd-lot Holdings, the maximum number of Shares to be repurchased in terms of the Odd-lot Offer would amount to 53 333 Shares.

Based on the maximum number of Shares being repurchased, the financial impact on Sygnia, if the Odd-lot Offer is fully funded from existing cash resources, will be as follows:

(a) assuming an Odd lot Offer Price of R21.76 per Share, which is based on the 30-day VWAP of a Sygnia Share immediately prior to the Last Practicable Date, a reduction of Sygnia's cash resources of approximately R1 364 526 (which includes estimated expenses relating to the Odd-lot Offer of approximately R204 000);

(b) a reduction of the total equity of Sygnia by R1 364 526 (which includes estimated expenses relating to the Odd-lot Offer of approximately R204 000).

The Odd-lot Offer is not expected to have any other significant financial impact on Sygnia.

5. SHARE CAPITAL

The table below shows the authorised and issued share capital of Sygnia before and after the Odd-lot Offer:

Before the Odd-lot Offer	R'000
Authorised Share capital:
500 000 000 ordinary Shares of no par value	-
Issued Share capital:
152 377 489 ordinary Shares of no par value	679 822
After the Odd-lot Offer:

Authorised Share capital:
500 000 000 ordinary Shares of no par value
-
Issued Share capital:
152 324 156 ordinary Shares of no par value
678 661

Notes:
(a) Based on 53 333 Shares being repurchased in terms of the Odd-lot Offer (being the maximum number of Shares held by Odd-lot Holders as at the Last Practicable Date).
(b) Based on 53 333 Shares being repurchased in terms of the Odd-lot Offer at an assumed Odd-lot Offer Price of R21.76 per share (being the 30 day VWAP of a Sygnia Share on the close of business on the Last Practicable Date).

MAJOR SHAREHOLDERS

As far as Sygnia is aware, as at the Last Practicable Date the following persons (excluding directors) are beneficially interested, directly or indirectly, in 5% or more of the Shares in issue:

Shareholder	Number of Shares	Shares in issue (%)
Sapayoa Investments (Pty) Ltd	45 620 000	29.94
SJB Peile	44 532 444	29.23
Clifford Street Holdings (Pty) Ltd	10 500 000	6.89
Total	100 652 444	66.05

Notes:
(a) Based on 152 377 489 Shares in issue at the Last Practicable Date.

DIRECTORS AND MANAGEMENT

The full names, capacities and business addresses of the Directors and management of Sygnia as at the Last Practicable Date are set out below:

Name	Capacity	Business address
Magdalena Wierzycka	Chief Executive Officer	Registered Address of Sygnia
Joanna Corelli	Executive Director	Registered Address of Sygnia
Rashid Ismail	Financial Director	Registered Address of Sygnia
Haroon Bhorat	Non executive director	Registered Address of Sygnia
George Cavaleros	Independent non-executive director	Registered Address of Sygnia
Jurgen Boyd	Independent non-executive director	Registered Address of Sygnia
Aboubakar Jakoet	Independent non-executive director	Registered Address of Sygnia

Abridged curriculum vitae

The abridged curriculum vitae of the Directors and management of Sygnia are set out in the Company's 2024 Integrated Report, which can be obtained from the following link https://www.sygnia.co.za/for-shareholders.

Directors' interests in Sygnia Shares

The direct and indirect beneficial interests of the Directors, including Directors who have resigned during the last 18 months, in Sygnia Shares as at the Last Practicable Date are as follows:

Director	Direct beneficial	Indirect beneficial	Total	% of issued share capital
Magdalena Wierzycka	82 680	90 152 444	90 235 124	59.22%
Wojciech Wierzycki	691 588	475 284	1 166 872	0.77%
Joanna Corelli	361 313	0	361 313	0.24%
Niki Giles	8 488	0	8 488	0.01%

Notes:

(a) Based 152 377 489 Shares in issue at the Last Practicable Date.
(b) Indirect interests of Magdalena Wierzycka held via Sapayoa Investments (Pty) Ltd and marriage to SJB Peile.
(c) Wojciech Wierzycki resigned as a director on 14 December 2023.
(d) Niki Giles resigned as a director on 31 August 2024.

The following changes in Directors' interests occurred between year-end, being 30 September 2024 and the Last Practicable Date:

Director	Trade Date	Nature of transaction	Number of shares	Price per Share (Cents)
Joanna Corelli	12 December 2024	Off-market exercise of share options	14 000	R23.20

8. WORKING CAPITAL

The Odd-lot Offer is subject to the provisions of the MOI, the Companies Act and the JSE Listings Requirements. The Directors of the Company are of the opinion that, after considering the effect of the Odd-lot Offer:

(a) the Company and the Group are in a position to repay their debts in the ordinary course of business for a period of 12 months after the date of approval of the Circular;
(b) the assets of the Company and the Group, being fairly valued in accordance with International Financial Reporting Standards, are in excess of the liabilities of the Company and the Group for a period of 12 months after the date of approval of the Circular. For this purpose, the assets and liabilities have been recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements for the year ended 30 September 2024;
(c) the Share capital and reserves of the Company and the Group are adequate for ordinary business purposes for a period of 12 months after the date of approval of the Circular; and
(d) the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of the Circular.

The Board has, in terms of section 48(2)(a) and section 46 of the Companies Act, adopted the following resolutions on or about 23 January 2025:

(a) approving and authorising the Odd-lot Offer as well as the payment of the Odd-lot Consideration; and

(b) acknowledging that it has passed the solvency and liquidity test, as set out in section 4 of the Companies Act, and reasonably concluded that Sygnia will satisfy the solvency and liquidity test immediately after completing the payment of the Odd-lot Consideration and since the test was performed, there have been no material changes to the financial position of Sygnia.

The Board proposes the Resolutions in respect of the Odd-lot Offer that are recorded in the Notice of General Meeting and has accordingly convened the General Meeting.

The General Meeting will be held at Sygnia's head office, 7th Floor, The Foundry, Cardiff Street, Green Point, Cape Town, 8001 at 10:00 on Monday, 3 March 2025, for the purposes of considering and, if deemed fit, passing with or without amendment, the Resolutions.

9. MATERIAL RISKS

The Board takes full responsibility for the governance of risk within Sygnia and the audit and risk committee oversees risk management on behalf of the Board and receives regular feedback from management on all risk-related activities. The audit and risk committee continually assesses all governance structures to ensure that roles, responsibilities and accountabilities for identifying, managing, mitigating, reporting and escalation of risks within the Group are clearly defined. The risks of the Company have been incorporated by reference and can be accessed commencing on pages 27 and 28 of the Company's latest integrated annual report, at https://www.sygnia.co.za/for-shareholders.

10. MATERIAL CHANGES

There have been no material changes to the financial or trading position of Sygnia and its subsidiaries since the publication of its year end results for the year ended 30 September 2024 and the Last Practicable Date.

11. EXPENSES RELATING TO THE ODD-LOT OFFER

The expenses incurred by Sygnia relating to the Odd-lot Offer are estimated at approximately R 204 000 (excluding VAT) and comprise:

Nature of expense	Recipient	R'000
Sponsor fees	SBSA	150
JSE documentation inspection fees	JSE	14
Printing, publication and distribution costs	Computershare	20
Contingency fees		20
Total (incl VAT)		234.6

Notes:
(a) Contingency fees includes STT, if applicable and ancillary costs involved in hosting the general meeting.

12. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors, whose names are given in the "Corporate Information and Advisors" section of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made, and that this Circular contains all information required by law and the Listings Requirements.

13. LITIGATION STATEMENT

As at the Last Practicable Date, the Company is not aware of any legal or arbitration proceedings, including any legal or arbitration proceedings pending or threatened, that may have or have had in the recent past, being the 12 months preceding the date of this Circular, a material effect on the Company's financial position.

OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS

(a) The Board is of the opinion that the Odd-lot Offer is in the best interests of Sygnia and recommends that Sygnia Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

(b) The Directors who hold Sygnia Shares as set out in paragraph 7 above intend to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their personal holdings in the issued Share capital of Sygnia.

CONSENTS

The Sponsor and Transfer Secretaries have consented in writing to act in the capacities stated in this Circular and to their names being stated in this Circular and have not withdrawn their consent prior to the date of issue of this Circular.

DOCUMENTS AVAILABLE FOR INSPECTION

The following documents will be available for inspection at the registered office of Sygnia, 7th Floor, The Foundry, Cardiff Street, Green Point, Cape Town, 8001, or can be made available through a secure electronic manner at the election of the person requesting inspection by emailing the Company Secretary at [email protected], in each case during normal business hours from Friday, 31 January 2025 up to and including Monday, 3 March 2025 (both inclusive):

the MOI of Sygnia;
the written consent letters referred to in paragraph 15; and
a signed copy of this Circular

For and on behalf of:

Sygnia Limited

SIGNED ON 31 JANUARY 2025 BY MAGDALENA WIERZYCKA ON BEHALF OF ALL THE DIRECTORS OF SYGNIA IN TERMS OF A RESOLUTION SIGNED BY SUCH DIRECTORS

[Signature]

MS MAGDALENA WIERZYCKA

Chief Executive Officer

31 January 2025

Registered office

7th Floor, The Foundry, Cardiff Street, Green Point

Cape Town, 8001

South Africa

Sygnia

SYGNIA LIMITED

Incorporated in the Republic of South Africa)

(Registration number 2007/025416/06)

Share code: SYG

ISIN: ZAE000208815

LEI: 378900EDC10836141A78

General Segment

("Sygnia" or the "Company")

Notice of general meeting

All terms defined in the circular to which this Notice of General Meeting is attached ("Circular"), shall bear the same meanings when used in this Notice of General Meeting.

Notice is hereby given that a General Meeting of Sygnia Shareholders will be held at Sygnia's head office, 7th Floor, The Foundry, Cardiff Street, Green Point, Cape Town, 8001 at 10:00 on Monday, 3 March 2025, for the purposes of considering and, if deemed fit, passing, with or without modification, the resolutions set out hereunder.

The record date for determining which Sygnia Shareholders must be registered in the Register in order to receive the Circular is Friday, 24 January 2025.

The record date for determining which Sygnia Shareholders are entitled to participate in and vote at the General Meeting is Friday, 21 February 2025. Accordingly, the last day to trade in order to be eligible to participate and vote at the General Meeting will be Tuesday, 18 February 2025.

Please note that Sygnia intends to provide for participation at the General Meeting by way of electronic communication. In this regard, please read the notes at the end of this Notice of General Meeting.

Special Resolution no. 1: SPECIFIC AUTHORITY TO REPURCHASE SHARES FROM ODD-LOT HOLDERS

"Resolved as a special resolution that Sygnia be and is hereby authorised in terms of section 48 of the Companies Act (if applicable), the MOI and paragraph 5.69(b) of the JSE Listings Requirements, by way of specific authority, to repurchase, at the Odd-lot Offer Price, the Sygnia Shares of Odd-lot Holders who elect, pursuant to the Odd-lot Offer, to sell their Odd-lot Holdings or those Odd-lot Holders who do not make an election to retain their Odd-lot Holdings."

Section 48(8)(a) of the Companies Act (if applicable) and paragraph 5.69(b) of the JSE Listings Requirements requires that the Odd-lot Offer be approved by a special resolution. For Special Resolution no. 1 to be approved by Shareholders, it must be adopted with the support of at least 75% of the voting rights exercised on this resolution by Shareholders represented at the General Meeting.

Reason for and effect of Special Resolution no. 1

The reason for the passing of Special Resolution Number 1 is to authorise the Company to implement the Odd-lot Offer. The effect of the passing of and implementation of Special Resolution Number 1 is that the Company will repurchase the Odd-lot Holdings from Odd-lot Holders, which, if repurchased by the Company, will subsequently be delisted and cancelled.

Ordinary resolution no. 1: AUTHORITY TO MAKE AND IMPLEMENT THE ODD-LOT OFFER, SPECIFICALLY THE REPURCHASE OF THE ODD-LOT HOLDINGS FROM THE ODD-LOT HOLDERS WHO DO NOT MAKE AN ELECTION

"Resolved as an ordinary resolution that, subject to the passing of Special Resolution No. 1, the Board be and is hereby authorised to implement the Odd-lot Offer in terms of paragraph 5.124 (d) of the JSE Listings Requirements and according to the terms and conditions of

the Odd-lot Offer contained in the Circular to which this Notice of General Meeting is attached, thereby specifically allowing the Company to repurchase the Odd-lot Holdings of Odd-lot Holders who do not make an election in terms of the Odd-lot Offer."

For Ordinary Resolution no. 1 to be approved by Shareholders, it must be adopted with the support of more than 50% of the voting rights exercised on this resolution by Shareholders represented at the General Meeting.

Reason for and effect of Ordinary Resolution no. 1 The reason for Ordinary Resolution no. 1 is to obtain the authority of Shareholders in order for the Company to make and implement the Odd-lot Offer. The effect of Ordinary Resolution 1 is that the Company will be authorised to make and implement the Odd-lot Offer.

Ordinary resolution no. 2: AUTHORITY OF DIRECTORS AND/OR THE COMPANY SECRETARY

"Resolved as an ordinary resolution that, subject to the passing of Special Resolution no. 1 and Ordinary Resolution no. 1, any Director or the Company Secretary of Sygnia, be and is hereby authorised and empowered to do all such things, sign all such documents and take all such actions or procure the doing of all such things, the signature of all such documents and the taking of all such actions as may be necessary for or incidental to implement Special Resolution no.1 and Ordinary Resolution no. 1."

In order for Ordinary Resolution No. 2 to be adopted, it must have been adopted with the support of more than 50% of the voting rights exercised on this resolution.

Entitlement to attend and vote at the General Meeting and appointment of Proxies

Sygnia Shareholders who wish to participate in the General Meeting should note that in terms of the Companies Act, they are required to provide reasonable satisfactory identification before being entitled to attend or participate in the General Meeting.

Dematerialised Own-name Shareholders may attend and vote at the General Meeting, or alternatively appoint a proxy to attend, speak and, vote in their stead. It is recommended that the Proxy Form attached to the Circular, duly completed, be returned to the Transfer Secretaries at the address given in the Circular as soon as possible for administrative purposes only (preferably by Thursday, 27 February 2025), but in any event, duly completed Proxy Forms must be received by the Transfer Secretaries prior to the proxy exercising any of such Sygnia Shareholder's rights as a Sygnia Shareholder at the General Meeting.

Dematerialised Shareholders other than Dematerialised Own-name Shareholders, must contact their CSDP or Broker, as the case may be, and obtain the relevant letter of representation from it if they wish to attend the General Meeting. If Dematerialised Shareholders are unable to attend the General Meeting but wish to be represented thereat, they must furnish their CSDP or Broker, as the case may be, with their instructions for voting at the General Meeting.

The completion and submission of a Proxy Form by a Sygnia Shareholder, will not preclude such Sygnia Shareholder from attending the General Meeting.

Participation in the General Meeting by electronic communication

By order of the Board

MS LEANNE VAN WYK

Company Secretary

31 January 2025

Registered office

7th Floor, The Foundry, Cardiff Street, Green Point

Cape Town, 8001, South Africa

Sygnia Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code: SYG
ISIN: ZAE000208815
LEI: 378900EDC10836141A78
General Segment

Form of proxy

All terms defined in the circular, to which this Proxy Form is attached ("Circular"), shall bear the same meanings when used in this Form of Proxy.

For use only by Dematerialised Own-name Shareholders at the General Meeting to be held at Sygnia's head office, 7th Floor, The Foundry, Cardiff Street, Green Point, Cape Town, 8001 at 10:00 on Monday, 3 March 2025.

Dematerialised Shareholders, other than Dematerialised Own-name Shareholders, must not complete this Proxy Form.

Full name: I/We (BLOCK LETTERS)

of (address):

Telephone: (Work) Telephone: (Home)

Fax: Cell number:

being the holder(s) of Shares

hereby appoint:

or failing him/her,
or failing him/her,
the chairperson of the General Meeting,

as my/our proxy to vote for me/us on my/our behalf at the General Meeting or any adjournment thereof as follows:

Resolution		For	Against	Abstain
Special resolution no. 1	Specific authority to repurchase shares from Odd-lot Holders
Ordinary resolution no. 1	Authority to make and implement Odd-lot Offer, specifically the repurchase of the Odd-lot Holdings from the Odd-lot Holders who do not make an election
Ordinary resolution no. 2	Authority of Directors and/or Company Secretary to take all such actions necessary to implement the Odd-lot Offer, Special resolution no. 1 and Ordinary resolution no. 1

Signed at this day of 2025

Signature

Assisted by me (if applicable)

Please read the notes on the reverse side hereof.

A Sygnia Shareholder entitled to attend and vote at the General Meeting may appoint one person as his/her proxy to attend, speak or vote in his/her stead at the General Meeting. A proxy need not be a Sygnia Shareholder.

On a show of hands, every Sygnia Shareholder or his proxy shall have one vote (irrespective of the number of Sygnia Shares held). On a poll, every Sygnia Shareholder or his proxy shall have one vote for each Sygnia Share held or represented by him.

Notes to the Proxy Form:

A Sygnia Shareholder may insert the name of a proxy or the names of two alternative proxies of his choice in the spaces provided with or without deleting the chairperson of the General Meeting, but any such deletion must be initialled by the Sygnia Shareholder.

The person whose name appears first on this Proxy Form and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

Please indicate in the relevant spaces according to how you wish your votes to be cast. If you wish to cast your votes in respect of a lesser number of Sygnia Shares exercisable by you, insert the number of Sygnia Shares held in respect of which you wish to vote. Failure to provide an indication as to the manner in which you wish your votes to be cast will be deemed to authorise and compel the chairperson, if the chairperson is an authorised proxy, to vote in favour of the resolutions, or to authorise any other proxy to vote for or against the resolutions or abstain from voting as he deems fit, in respect of all your votes exercisable thereat. A Sygnia Shareholder or his proxy is not obliged to use all the votes exercisable by the Sygnia Shareholder or its proxy, but the total of the votes cast and in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the Sygnia Shareholder or his proxy.
It is recommended that Proxy Forms, duly completed, be lodged with the Transfer Secretaries as soon as possible for administrative purposes only (preferably by Thursday, 27 February 2025), but in any event, duly completed Proxy Forms must be received by the Transfer Secretaries prior to the proxy exercising any of such Sygnia Shareholder's rights as a Sygnia Shareholder at the General Meeting.
Any alteration or correction made to this Proxy Form must be initialled by the signatory(ies).
Documentary evidence establishing the authority of a person signing this Proxy Form in a representative capacity must be attached to this Proxy Form unless previously recorded by the Transfer Secretaries or waived by the chairperson of the General Meeting.
The completion and lodging of this Proxy Form will not preclude the relevant Sygnia Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Sygnia Shareholder wish to do so.
The chairperson of the General Meeting may accept or reject any Proxy Form which is completed and/or received other than in accordance with these notes and instructions, provided that the chairperson is satisfied as to the manner in which the Sygnia Shareholder wishes to vote.
This Proxy Form shall not be valid after the expiration of the General Meeting or any adjournment thereof.
Joint holders – any such persons may vote at the General Meeting in respect of such joint Sygnia Shares as if he were solely entitled thereto, but if more than one of such joint holders are present or represented at the General Meeting, that one of the said persons whose name stands first in the register in respect of such Sygnia Shares or his proxy, as the case may be, is alone entitled to vote in respect thereof.

Summary of the rights established in terms of Section 58 of the Companies Act:

For purposes of this summary, "shareholder" shall have the meaning ascribed thereto in the Companies Act.

At any time, a shareholder of a company is entitled to appoint an individual, including an individual who is not a shareholder of that company, as a proxy, to participate in, and speak and vote at, a shareholders' meeting on behalf of the shareholder.
A proxy appointment must be in writing, dated and signed by the relevant shareholder, and such proxy appointment remains valid for one year after the date upon which the proxy was signed, or any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in Section 58(4)(c) of the Companies Act or expires earlier as contemplated in Section 58(8)(d) of the Companies Act.
Except to the extent that the Memorandum of Incorporation of a company provides otherwise –

3.1. a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such shareholder;

3.2. a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and

3.3. A copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other person on behalf of the relevant company, before the proxy exercises any rights of the shareholder at a shareholders' meeting.

Irrespective of the form of instrument used to appoint a proxy, the appointment of the proxy is suspended at any time and to the

extent that the shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company.

Unless the proxy appointment expressly states otherwise, the appointment of a proxy is revocable. If the appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the company.
The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy's authority to act on behalf of the relevant shareholder as of the later of the date: (a) stated in the revocation instrument, if any; or (b) upon which the revocation instrument is delivered to the proxy and the relevant company as required in Section 58(4)(c)(ii) of the Companies Act.
If the instrument appointing a proxy or proxies has been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company's Memorandum of Incorporation to be delivered by such company to the shareholder, must be delivered by such company to the shareholder, or to the proxy or proxies, if the shareholder has directed the relevant company to do so in writing and paid any reasonable fee charged by the company for doing so.
A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the Memorandum of Incorporation, or the instrument appointing the proxy provide otherwise.
If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy:

9.1. such invitation must be sent to every shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised;

9.2. the invitation, or form of instrument supplied by the relevant company, must: (a) bear a reasonably prominent summary of the rights established in Section 58 of the Companies Act; (b) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by such shareholder; and (c) provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour or against the applicable resolution/s to be put at the relevant meeting, or is to abstain from voting;

9.3. the company must not require that the proxy appointment be made irrevocable; and

9.4. the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in Section 58(5) of the Companies Act.

Sygnia

SYGNIA LIMITED

(Incorporated in the Republic of South Africa)
(Registration number 2007/025416/06)
Share code: SYG
ISIN: ZAE000208815
LEI: 378900EDC10836141A78
General Segment
("Sygnia" or "the Company")

FORM OF ELECTION AND SURRENDER

The definitions and interpretations commencing on page 9 of this Circular apply throughout this Circular, including to this Form of Election and Surrender (grey).

Odd-lot Holders who are non-residents of the Common Monetary Area and who have any queries or require assistance with respect to any aspect of the Odd-lot Offer, including the completion of this Form of Election and Surrender (grey) should contact the Company Secretary of Sygnia at [email protected], or at +27 860 794 642.

For completion by Certified Shareholders who hold less than 100 Shares at the close of business on Thursday, 20 March 2025. This Form of Election and Surrender (grey), together with your share certificate, must be submitted by 12:00 on the Closing Date if you wish to sell your Odd-lot Holding.

Note: A separate form is required for each Shareholder

Instructions:

Part A must be completed by all Odd-lot Holders who hold a share certificate in respect of their Shares and who return this form.
Part B must be completed only by Odd-lot Holders who hold a share certificate, are resident in the Common Monetary Area and who wish to sell their Odd-lot Holdings. Odd-lot Holders who are non-residents of the Common Monetary Area, who hold a share certificate and who wish to sell their Odd-lot Holdings do not need to complete Part B.
Part C must be completed only by Odd-lot Holders who hold a share certificate in respect of their Shares and who are emigrants from or non-residents of the Common Monetary Area, and who wish to sell their Odd-lot Holdings.
Additional Forms of Election and Surrender (grey) may be obtained from the Transfer Secretaries at the applicable address set out below.
All Odd-lot Holders who complete this Form of Election and Surrender (grey) and who wish to sell their Odd-lot Holdings must attach a copy of their identity document (or passport) which has been certified as a true copy of the original.
If this Form of Election and Surrender (grey) is returned with the relevant Documents of Title before the Odd-lot Offer is implemented, it will be treated as a conditional surrender that is made subject to the Odd-lot Offer being implemented. If the Odd-lot Offer is not being implemented, the Transfer Secretaries will, within five business days of the date upon which it becomes known that the Odd-lot Offer will not be implemented, return the Documents of Title to the Odd-lot Holders concerned, by registered post, at the risk of such Odd-lot Holders.
All Forms of Election and Surrender (grey) must be lodged with the Transfer Secretaries at the address set out below, so as to be received by no later than 12:00 (South African time) on the Closing Date.

Hand deliveries to:	Postal or email deliveries to:
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196	Computershare Investor Services Proprietary Limited
Private Bag X3000 Saxonwold, 2132
Email: [email protected]

Odd-lot Holders who are residents of the Common Monetary Area and who have dematerialised their Shares must advise their CSDP or Broker as to the action they wish to take in terms of the Custody Agreement entered into between them and their CSDP or Broker. Such Shareholders must not return this Form of Election and Surrender (grey) to the Transfer Secretaries.

ALL CERTIFICATED ODD-LOT HOLDERS WHO WISH TO SELL THEIR ODD-LOT HOLDINGS MUST COMPLETE THIS CONTACT DETAILS SECTION

Name
Surname
Share certificate number
Identity number/Passport number/
Company registration number
Assisted by (if applicable)
(State full name and capacity)
Date
Telephone number (Home), if available
Telephone number (Work), if available/applicable	( )
Cell number, if available	( )
Postal address	( )

All Certificated Odd-lot Holders must complete and sign this page.

PART A – To be completed by all Odd-lot Holders who return this Form

Odd-lot Holders who hold a share certificate in respect of their Shares and who do not complete and return this Form of Election and Surrender (grey) so as to be received by no later than 12:00 on the Closing Date should note that their Shares will be repurchased without any further action on their part and without any further notice to them.

Indicate your choice by means of an "x".

☐ Option A – I would like to sell all my Shares at the Odd-lot Offer Price.
☐ Option B – I would like to retain all my Shares.

If Option A is chosen by election of default, please note the following:

Return your original share certificate: If you hold a share certificate, you are required to return your original share certificate together with this Form of Election and Surrender (grey).
Complete Part B below. If you do not provide bank account details and we do not have your existing bank account details on record, the proceeds from the sale of your Shares will be withheld until such time that your details are provided.

PART B – To be completed by Odd-Lot Holders who are residents of the Common Monetary Area who wish to sell their Shares

I have a bank account and would like to sell my Shares. Please pay the cash owing to me for purchasing my Shares into the following bank account:

Banking details
Account holder
Bank name
Bank account number
Bank branch
Branch code

NB: To comply with FICA requirements in South Africa, the Transfer Secretaries will not record any changes of address or payment mandates unless a certified true copy of the following is received from the relevant Shareholder: (i) a copy of an identification card or document (in respect of change of address and payment mandate) and (ii) a copy of a bank statement (in respect of bank mandate).

PART C – To be completed by Odd-Lot Holders who are emigrants from or non-residents of the Common Monetary Area who wish to sell their Shares

Name of Authorised Dealer
Address
Account number
Stamp and address of agent lodging this form (if any)
Signature of Shareholder

Notes:

This form is to be used by Odd-lot Holders who have not dematerialised their Shares and who wish to sell or retain their Shares in terms of the Odd-lot Offer and who are registered as such as at the close of business on Thursday, 20 March 2025.
Odd-lot Holders who have elected to sell their Shares will have payments for the proceeds of the sale of their Shares processed in the manner set out in paragraph 3.5 of the Circular, on or about Monday, 24 March 2025. Non-residents of the Common Monetary Area will have payments for the proceeds of the sale of their Shares processed in the manner set out in paragraph 3.9 of the Circular.
If this Form of Election and Surrender (grey) is signed under a power of attorney, then such power of attorney, or a certified copy of the original, must be sent with this Form of Election and Surrender (grey) for noting (unless it has already been noted by Sygnia or the Transfer Secretaries).
Where the Odd-lot Holder is a company or a close corporation, unless it has already been registered with Sygnia or the Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this Form of Election and Surrender (grey) must be submitted if so, requested by Sygnia.
Note 4 above does not apply if this Form of Election and Surrender (grey) bears the stamp of a broking member of the JSE.
Where there are joint holders of any Shares, only that holder whose name appears first in the Register in respect of such Shares needs to sign this Form of Election and Surrender (grey).
No receipts will be issued for documents lodged, unless specifically requested. In compliance with the requirements of the JSE, lodging agents are required to prepare special transaction receipts.
Should you require any further information or assistance, please contact the Transfer Secretaries on the following numbers:

Transfer Secretaries:
Computershare Investor Services Proprietary Limited
Tel: +27 (0) 11 370 5000

Lines are open Mondays to Fridays from 08:00 to 16:30 (South African time), except on public holidays. Please note that, for legal reasons, the helpline cannot give any legal, tax or financial advice.

The Directors of Sygnia reserve the right to accept or reject any Form of Election and Surrender (grey) where the Odd-lot Holder has not completed all the required information or has not delivered all the required documents to the Transfer Secretaries.

AI assistant

SYGNIA LIMITED — Proxy Solicitation & Information Statement 2025

48830_rns_2025-02-12_91bc9df3-1a25-436a-8d5c-7f5aa25d66bb.pdf

Table of contents

Actions required by Sygnia shareholders

GENERAL MEETING

1. DEMATERIALISED SHAREHOLDERS WHO ARE NOT OWN-NAME DEMATERIALISED SHAREHOLDERS

1.1 Voting at the General Meeting

1.2 Attendance and representation at the General Meeting

2. CERTIFICATED SHAREHOLDERS AND DEMATERIALISED OWN-NAME SHAREHOLDERS

Voting and attendance at the General Meeting

Certificated Shareholders

Important dates and times

Notes:

Definitions and interpretations

Directors

Circular to shareholders

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

2. RATIONALE OF THE ODD-LOT OFFER

1 The rationale for the Odd-lot Offer is as follows:

3. DETAILS OF THE ODD-LOT OFFER

1 Odd-lot Offer Price

2 Condition precedent to the Odd-lot Offer

3 Terms of the Odd-lot Offer

4 Mechanism of the Odd-lot Offer

5 Election and surrender procedure for Odd-lot Holders following the General Meeting

6 Transaction costs for Odd-lot Holders

4. IMPACT OF THE ODD-LOT OFFER ON FINANCIAL INFORMATION

1 Source of Funds

2 Financial impact

5. SHARE CAPITAL

Abridged curriculum vitae

Directors' interests in Sygnia Shares

8. WORKING CAPITAL

9. MATERIAL RISKS

10. MATERIAL CHANGES

11. EXPENSES RELATING TO THE ODD-LOT OFFER

12. DIRECTORS' RESPONSIBILITY STATEMENT

13. LITIGATION STATEMENT

Notice of general meeting

Special Resolution no. 1: SPECIFIC AUTHORITY TO REPURCHASE SHARES FROM ODD-LOT HOLDERS

Reason for and effect of Special Resolution no. 1

Ordinary resolution no. 1: AUTHORITY TO MAKE AND IMPLEMENT THE ODD-LOT OFFER, SPECIFICALLY THE REPURCHASE OF THE ODD-LOT HOLDINGS FROM THE ODD-LOT HOLDERS WHO DO NOT MAKE AN ELECTION

Ordinary resolution no. 2: AUTHORITY OF DIRECTORS AND/OR THE COMPANY SECRETARY

Entitlement to attend and vote at the General Meeting and appointment of Proxies

Participation in the General Meeting by electronic communication

Form of proxy

Notes to the Proxy Form:

Summary of the rights established in terms of Section 58 of the Companies Act:

SYGNIA LIMITED

FORM OF ELECTION AND SURRENDER

Notes:

More from SYGNIA LIMITED

SYGNIA LIMITED Proxy Solicitation & Information Statement 2025