TSOGO SUN LIMITED - General Repurchase of Ordinary Shares

General Repurchase of Ordinary Shares

TSOGO SUN LIMITED
Incorporated in the Republic of South Africa
Registration number: 1989/002108/06
Share code: TSG
Alpha Code: TSGI
ISIN: ZAE000273116
("Tsogo Sun" or "the Company")


GENERAL REPURCHASE OF ORDINARY SHARES

1.   INTRODUCTION
     In compliance with paragraph 7.90 of the Listings Requirements of JSE Limited ("JSE"), the board
     of directors of Tsogo Sun (the "Board") hereby advises shareholders that, in accordance with
     the general authority granted by shareholders at the Company's annual general meeting
     ("AGM") held on Friday, 29 August 2025 ("General Authority"), Tsogo Sun has cumulatively
     repurchased 32 511 863 of its ordinary shares ("Shares"), representing 3.12% of the Company's
     issued share capital as at the date of the AGM (the "General Repurchase").

2.   DETAILS OF THE GENERAL REPURCHASE
      Dates of the General Repurchase:                 30 September 2025 to 16 February 2026
      Number of ordinary shares repurchased:           32 511 863
      Lowest price paid per ordinary share:            R6.48
      Highest price paid per ordinary share:           R7.59
      Average price paid per ordinary share:           R6.95
      Total value of ordinary shares repurchased:      R225 855 869
      Remaining extent of authority outstanding        123 878 368 ordinary shares (representing
      after the General Repurchase:                    11.88% of ordinary shares in issue on 29 August
                                                       2025, being the date on which the general
                                                       authority was granted by shareholders)

     The General Repurchase was effected through the order book operated by the JSE and done
     without any prior understanding or arrangement between the Company and the counter
     parties.

     The General Repurchase was partly conducted during a prohibited period pursuant to a
     repurchase programme entered into prior to the commencement of the prohibited period, full
     details of which repurchase programme were submitted to the JSE in accordance with the
     Listings Requirements of the JSE.

     In terms of the General Authority, 22 387 291 repurchased Shares have been delisted and
     cancelled. A further application will be made to the JSE for the delisting and cancellation of the
     balance, being 10 123 863 repurchased Shares, which is expected to occur on or about Friday,
     20 February 2026.

     The Company has no treasury shares as defined in the Listings Requirements of the JSE.

3.   SOURCE OF FUNDS
     The General Repurchase has been funded from available cash resources.

4.   STATEMENT BY THE DIRECTORS
     The Board has considered the effect of the General Repurchase and is of the opinion that, for a
     period of 12 months following the date of this announcement:
     •    the Company and the group will be able to pay its debts in the ordinary course of business;
     •    the total assets of the Company and the group will be in excess of the liabilities of the
          Company and the group. For this purpose, the assets and liabilities were recognised and
          measured in accordance with the accounting policies used in the latest audited annual
          group financial statements;
     •    the share capital, reserves and working capital of the Company and the group will be
          adequate for ordinary business purposes; and
     •    the Company and the group have passed the solvency and liquidity test and since the test
          was performed there have been no material changes in the financial position of the group.

5.   IMPACT OF THE GENERAL REPURCHASE ON FINANCIAL INFORMATION
     The General Repurchase and related transaction costs have had no material impact on the
     financial information of Tsogo Sun and will result in a decrease in the Company's cash balances
     corresponding to the approximate value of the Shares repurchased.


FOURWAYS
17 February 2026


EQUITY SPONSOR:
Investec Bank Limited

DEBT SPONSOR:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

www.tsogosun.com

Date: 17-02-2026 05:46:00
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