| African Media Entertainment Limited |
| Shareholders are advised that, by the Market Segmentation amendment issued by the JSE, the transfer of the Listing of the Company from the Main Board Primary Segment of the List to the Main Board General Segment of the List has been approved. |
| The transfer will be effective from the commencement of trading on Monday, 27 January 2025. |
| As the Memorandum of Incorporation of the Company does not prohibit any of the exclusions envisaged by the transfer, the following exclusions will therefore be applicable: |
| 1.1. the Company will not be required to announce its financial results within 3 months of its financial year end: it will only be required to release its Annual Report within 4 months of such year-end; |
| 1.2. shareholder approval will not be required for a general authority to issue shares for cash, limited however to 10% of its issued share capital at the Annual General Meeting; |
| 1.3. shareholder approval will not be required for a general repurchase of shares; |
| 1.4. shareholder approval will not be required for a specific repurchase, provided that there is no related party involvement and the repurchase does not exceed 20% of the issued share capital in any financial year; |
| 1.5. a fairness opinion will not be required for related party Corporate Actions, but the related party agreement must lie for inspection, a statement by the Independent Directors must be included detailing Corporate Governance processes, arms’ length considerations and fairness to shareholders; and related parties and associates must be excluded from voting; |
| 1.6. pro forma financial information will not be required for Corporate Actions, but a detailed narrative explanation must be provided regarding the impact of the Corporate Action on the financial statements; |
| 1.7. the Category 1 transaction threshold will increase from 30% to 50%, and the Category 2 threshold will be adjusted accordingly; |
| 1.8. a Category 1 transaction will require only 2 years of historical audited financial information on the subject of the transaction; |
| 1.9. the small related party transaction threshold will increase from 0,25% to 3%, and the ceiling will increase from 5% to 10%; |
| 1.10. materiality in respect of related party shareholdings will increase from 10% to 20%; |
| 1.11. a pre-listing statement will only be triggered by share issues exceeding 100% of the issued share capital over 3 months; and |
| 1.12 shareholder approval will not be required for a corporate action by a subsidiary of the Company if the subsidiary is listed on the JSE. |
| For the full document click the link below: |
| African Media Entertainment Limited |
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