HUGE GROUP LIMITED - Classification in the General Segment of the Main Board of the JSE Limited

Classification in the General Segment of the Main Board of the JSE Limited

 HUGE GROUP LIMITED
 (Incorporated in the Republic of South
 Africa)
 (Registration number 2006/023587/06)
 Share code: HUG ISIN: ZAE000102042
 ("Huge Group" or "the Company")

Classification in the General Segment of the Main Board of the JSE
Limited

The board of directors of Huge Group is pleased to announce that the
Company's application to transfer its listing to the General Segment of
the Main Board of the JSE Limited ("JSE") has been approved by the JSE
with effect from 8 November 2024. Consequently Huge Group will now
be classified as being a primary issuer listed in the General Segment of
the JSE list.

Application of Listings Requirements – General Segment

In terms of paragraph 4.59 of the listings requirements of the JSE ("Listings
Requirements") classification in the General Segment allows Huge
Group to apply the following:

•    Shareholder approval is not required for a general authority to
     repurchase shares in terms of paragraph 5.72 of the Requirements;
•    Shareholder approval is not required for a specific authority to
     repurchase shares in terms of paragraph 5.69 of the Requirements,
     subject thereto that no related parties are involved and the
     repurchase does not exceed 20% of shares in issue in any one
     financial year;
•    Fairness opinions are not required for related party corporate
     actions and transactions, with more focus being placed on
     governance arrangements and transparency and the exclusion
     from voting of related parties and their associates;
•    Issuers are only required to prepare annual reports within four
     months of their financial year end, with no obligation to release
     results announcements within three months;
•    The preparation of pro forma financial information is not required
     for transaction/corporate actions, but rather a detailed narrative
     on the impact of the transaction/corporate action on the financial
     statements must be provided;
•    The percentage ratio (consideration measured against market
     capitalisation or dilution) for category 1 transactions is 50% or more.
     Category 2 requirements will be applicable for transactions with
     percentage ratios of between 5% and 50%;
•    Shareholder approval and a circular is not required for transactions
     by a subsidiary that is listed on the of the JSE;
•    Only two years' audited historical financial information is required
     to be disclosed on the subject of a category 1 transaction;
•    The percentage ratio to determine small-related party transactions
     is 3% and less than or equal to 10%;
•    A material shareholder for related party classification purposes is a
     shareholder holding 20% or more of the issued shares of the
     company; and
•    A pre-listing statement is required only for share issuances
     exceeding 100% of a company's shares in issue over a three-month
     period.

Shareholders are reminded that the provisions applicable to the
companies in the General Segment only have the specified different
application as stated and the remainder of the provisions of the
Requirements continue to apply.

Issues of shares for cash

In terms of its Memorandum of Incorporation Huge Group is prohibited
from applying the provisions of paragraph 4.59(b) of the Requirements
that provides for an automatic annual rolling general authority to issue
shares for cash, representing up to 10% of the issuer's issued share
capital, without shareholder approval.

The Company currently does not have a general authority to issue shares
for cash in place and does not currently intend to amend its
Memorandum of Incorporation to align with the different application of
paragraphs 5.52 and 5.53, provided in paragraph 4.59(b) of the JSE
Listings Requirements for issuers in the General Segment


Johannesburg
6 November 2024


Sponsor
Questco Propriety Limited

Date: 06-11-2024 05:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.