BURSTONE GROUP LIMITED - Dealings by an associate and disclosure of acquisition of beneficial interest in Burstone securities

Dealings by an associate and disclosure of acquisition of beneficial interest in Burstone securities

Burstone Group Limited
(Incorporated in the Republic of South Africa)
(Registration Number 2008/011366/06)
Approved as a REIT by the JSE
Share code: BTN
Bond code: BTNI
ISIN: ZAE000180915
("Burstone" or the "Company")

DEALINGS IN SECURITIES BY AN ASSOCIATE OF THE CHAIRMAN AND DISCLOSURE OF
ACQUISITION OF A BENEFICIAL INTEREST IN BURSTONE SECURITIES

1. Acquisition of securities by an associate

Shareholders are referred to the Company announcement dated 2 October 2025 informing shareholders that
an associate of Moss Ngoasheng, the Independent Non-Executive Chairman of Burstone, had entered into
a Binding Term Sheet with a shareholder of Burstone, being Investec Limited, to acquire ordinary shares in
Burstone from Investec Limited, subject to certain conditions precedent ("Share Acquisition"). Shareholders
are hereby advised that all conditions precedent to the Share Acquisition have been fulfilled and that the
Share Acquisition has now been implemented.

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited ("JSE") Listings Requirements and paragraphs
6.45 to 6.48 of the JSE Debt and Specialist Securities Listings Requirements, the following information is
disclosed:


 NAME OF DIRECTOR                                     Moss Ngoasheng ("Mr Ngoasheng")
 NAME OF ASSOCIATE                                    Chill Capital Proprietary Limited ("Chill Capital")*
 DIRECTOR'S RELATIONSHIP WITH ASSOCIATE               Chill Capital is a family vehicle of Mr Ngoasheng
                                                      and of which Mr Ngoasheng is a director
 COMPANY OF WHICH HE IS A DIRECTOR                    Burstone Group Limited
 POSITION HELD                                        Independent Non-Executive Chairman
 CLASS OF SECURITIES                                  Ordinary shares
 DATE OF TRANSACTIONS                                 28 November 2025
 NECESSARY APPROVAL OBTAINED                          Yes


 NATURE OF TRANSACTION                                Off-market acquisition of ordinary shares
 NUMBER OF ORDINARY SHARES                            55,555,555, representing 6.90% of the total issued
                                                      share capital of Burstone Group Limited
 BENEFICIAL INTEREST POST ACQUISITION                 7.66%
 PRICE PAID PER ORDINARY SHARE                        R9.00
 VALUE OF TRANSACTION                                 R499,999,999.00
 NATURE AND EXTENT OF INTEREST                        Indirect beneficial


 NATURE OF TRANSACTION                                Pledge and cession of ordinary shares held by Chill
                                                      Capital as security for loan provided to Chill Capital
 NUMBER OF SHARES PLEDGED                             55,555,555
 DEEMED VALUE OF TRANSACTION                          R508,888,883.80, being the total deemed value
                                                      calculated using the closing price on 28 November
                                                      2025, ex-dividend, of R9.16 per share
 FACILITY LENDER                                      Investec Bank Limited
 TERM OF FACILITY                                     5 years
 AMOUNT OF FACILITY                                   R350,000,000.00
 NATURE AND EXTENT OF INTEREST                        Indirect beneficial

* Following the signature of the Binding Term Sheet an addendum was entered into changing the transacting entity from Temo
Capital Proprietary Limited to Chill Capital, both entities being an associate of Moss Ngoasheng.

2. Acquisition of securities in terms of section 122 of the Companies Act

In compliance with Section 122(3)(b) of the Companies Act, 2008 (Act 71 of 2008), as amended ("Companies
Act") and paragraph 3.83(b) of the JSE Listings Requirements, shareholders are advised that Chill Capital
has notified the Company of the aforementioned acquisition of a beneficial interest in the Company. As
required by section 122(3)(a) of the Companies Act, Burstone has filed the required notice with the Takeover
Regulation Panel.

In making this announcement, the Burstone board has relied on the accuracy of the information contained in
the notification from Chill Capital and accepts responsibility for such information as it relates to the Company.
The board confirms that to the best of its knowledge and belief, this information is true and does not omit
anything likely to affect the importance of this disclosure.

2 December 2025
Johannesburg


Debt and Equity Sponsor
Investec Bank Limited

Date: 02-12-2025 05:30:00
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