REX TRUEFORM GROUP LIMITED - Transaction update: Byte Orbit Proprietary Limited

Transaction update: Byte Orbit Proprietary Limited

REX TRUEFORM GROUP LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO      ISIN: ZAE000250387
JSE share code: RTN      ISIN: ZAE000250395
JSE share code: RTOP ISIN: ZAE000250403
("Rex Trueform" or the "Company")


TRANSACTION UPDATE: BYTE ORBIT PROPRIETARY LIMITED


1.   Background

     1.1.   Shareholders are referred to the announcements released on SENS on:

            1.1.1. 20 December 2024, wherein Rex Trueform advised that it had concluded a subscription agreement
                   ("Subscription Agreement") and a sale of shares agreement ("Sale Agreement") in terms of which
                   Rex Trueform acquired a 30.02% equity interest in Byte Orbit Proprietary Limited ("Byte Orbit");
                   and

            1.1.2. 27 August 2025, wherein Rex Trueform advised that it had concluded a sale of shares agreement
                   ("Sale Agreement") in terms of which Rex Trueform increased its stake in Byte Orbit from 30.02%
                   to 51.02%.

     1.2.   As previously disclosed, the Subscription Agreement contained a profit warranty in terms of which the
            parties agreed that should Byte Orbit achieve less than an aggregate net profit after tax of R40 000 000 for
            its financial years ended 28 February 2026, 28 February 2027 and 29 February 2028, Byte Orbit would issue
            to Rex Trueform such number of additional shares as represented a 10% shareholding in Byte Orbit
            (measured with reference to the total number of shares then in issue) for an aggregate consideration of R1.00
            ("Profit Warranty").

2.   Removal of Profit Warranty

     Rex Trueform, Byte Orbit and the other parties to the Subscription Agreement and related transaction agreements
     have, by mutual agreement, resolved to remove and delete the Profit Warranty from their contractual arrangements.
     To give effect to this amendment:

     2.1.   the parties have entered into an addendum to the Subscription Agreement, deleting clause 7 (which contained
            the Profit Warranty) in its entirety, together with all cross-references and provisions ancillary thereto; and

     2.2.   the parties have entered into a corresponding addendum to the Sale Agreement to record this amendment as
            a condition subsequent.

     Following these amendments, the Profit Warranty and all references thereto are of no further force or effect.

3.   Rationale for the amendment

     The removal of the Profit Warranty reflects the parties' ongoing alignment on Byte Orbit's growth strategy and
     performance outlook and the recognition that the Profit Warranty no longer forms part of the commercial basis of
     the investment. The amendment does not affect Rex Trueform's existing shareholding or the commercial terms of
     its investment in Byte Orbit.

4.   JSE categorisation

     Other than as set out herein, the terms of the transaction as previously announced on SENS on 20 December 2024
     remain unchanged. The acquisition remains a category 2 transaction in terms of the JSE Listings Requirements and
     does not require shareholder approval.

14 November 2025


Sponsor
Java Capital

Date: 14-11-2025 05:30:00
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