ITALTILE LIMITED - Release of Shares Pledged by a Director during Permitted Sale Period

Release of Shares Pledged by a Director during Permitted Sale Period

ITALTILE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1955/000558/06)
Share code: ITE ISIN: ZAE000099123
("Italtile" or "the Company")


RELEASE OF SHARES PLEDGED BY A DIRECTOR DURING PERMITTED SALE PERIOD


Shareholders are referred to the 'Pledge of Shares by a Director' announcement released on SENS on 28 June
2024 ("Announcement") regarding the conclusion of a pledge and cession in security agreement ("Pledge")
in terms of which Dzana Investments Proprietary Limited ("Dzana"), a company of which Ms Nkateko Khoza, a
non-executive director of Italtile, is the Chief Executive Officer and a 20% shareholder, and through which she
holds an indirect beneficial interest in Italtile, pledged and ceded in security, 3 397 264 Italtile ordinary shares
held by it at the time ("Pledged Shares") to and in favour of Rallen Proprietary Limited ("Rallen").

Shareholders are further referred to the 'Partial Release of Shares Pledged by a Director' announcement
released on SENS on 7 April 2025, which disclosed the partial release of a portion of the Pledged Shares. A
total of 193 826 Pledged Shares were disposed of, resulting in a reduction in the number of Pledged Shares
that remained subject to the Pledge.

The Pledged Shares served as security for Dzana's financial obligations towards Rallen under the guarantee
("Guarantee") provided by Dzana to Rallen in terms of which Dzana had guaranteed the repayment of a loan
("Loan") made by Rallen to Hoyohoyo Hotels and Resorts Proprietary Limited ("Hoyohoyo"), a company whose
shareholders are Ms Khoza's extended family.

As indicated in the Announcement, the repayment of the Loan is due by 28 June 2025, unless Rallen agrees
to the extension of the term of the Loan.

In compliance with paragraphs 3.63 to 3.74 (both inclusive) of the Listings Requirements of the JSE Limited,
the following information is disclosed:

Name of director:                            Ms Nkateko Khoza
Company:                                     Italtile
Class of securities:                         Ordinary shares
Extent of director's interest:               Indirect beneficial
Clearance to deal:                           Yes
Transaction date:                            3 June 2025
Nature of transaction:                       In terms of an agreement concluded between Dzana, Hoyohoyo
                                             and Rallen, the remaining Pledged Shares which, as at the
                                             Transaction date, comprises 3,203,438 Italtile ordinary shares,
                                             shall, for the period commencing on the Transaction Date and
                                             terminating on 27 June 2025 (both dates included), ("Permitted
                                             Sale Period") be released from the Pledge, pursuant to the written
                                             consent granted by Rallen to dispose of such remaining Pledged
                                             Shares forming the subject matter of the Pledge during the
                                             Permitted Sale Period only, on the open market.
Number of ordinary shares:                   3,203,438
Deemed price per ordinary share:             R10.31 (based on the closing price of an ordinary share as at 2
                                             June 2025)
Deemed value of transaction:                 R33 027 445.78
                                                                                                          
Nature of the financial obligation:          Dzana has guaranteed the repayment of the Loan made to
                                             Hoyohoyo by Rallen as per the Announcement.

Term of the financial obligation:            The term of the Loan as per the Announcement remains
                                             unchanged.
Amount of the financial obligation:          The outstanding financial obligation under the Loan as at 31 May
                                             2025 is ZAR40,650,593.88

The disposal of the remaining Pledged Shares, which will occur at a future date, will be announced separately
in accordance with, inter alia, paragraph 3.63 of the Listings Requirements of the JSE Limited.


Johannesburg
3 June 2025

Sponsor
Merchantec Capital




                                                                                                    

Date: 03-06-2025 04:00:00
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