ISA HOLDINGS LIMITED - Small Related Party Transaction Update

Small Related Party Transaction Update

ISA Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/009608/06)
Share code: ISA ISIN: ZAE000067344
("ISA" or "the Company")


SMALL RELATED PARTY TRANSACTION UPDATE


1. Introduction

   Shareholders are referred to:

   1.1 the announcement released on SENS on 23 April 2026 ("Announcement") (and using the terms
       defined therein unless otherwise stated herein) wherein they were advised inter alia that:

        1.1.1   the Company's wholly-owned subsidiary, Information Security Architects Proprietary Limited
                ("the Seller"), had concluded a share buyback agreement with DataProof Communications
                Proprietary Limited ("Dataproof") in terms of which the Seller will sell all the shares that it
                owns in the issued share capital of Dataproof, being 50 Shares ("Target Shares"), and the
                Buyer will acquire such Target Shares from the Seller as a repurchase of its own shares as
                contemplated in terms of section 48 of the Companies Act, 2008 (Act 71 of 2008), as
                amended ("Companies Act"), for a total purchase price of R62 million ("the Disposal");

        1.1.2   in accordance with the provisions of paragraph 9.3(b) of the Listings Requirements of the
                JSE Limited, the Disposal, being a small related party transaction, is not subject to
                shareholder approval;

        1.1.3   in terms of regulation 94 of the Companies Regulations, 2011, where a potential offeror and
                a regulated company, in this case ISA, enter into consensual negotiations, a bona fide offer
                is deemed to be imminent from the commencement of those negotiations, and the regulated
                company becomes subject to the provisions of section 126 of the Companies Act from that
                point. Consequently, in terms of section 126 of the Companies Act, ISA may not implement
                the Disposal nor distribute the proceeds thereof, net of its working capital requirements, to
                shareholders without the prior written approval of the Takeover Regulation Panel ("Panel")
                and the approval of shareholders of ISA (excluding related party/ies and their associates) in
                general meeting ("Section 126 approval");

        1.1.4   a notice to convene a special general meeting of shareholders ("Notice") ("Special General
                Meeting") has been distributed to shareholders and the Special General Meeting will be held
                at 10:00 on Wednesday, 27 May 2026, to be conducted entirely by way of electronic
                communication to consider and, if deemed fit, to pass, with or without modification, the
                resolutions required to approve the Disposal, including the distribution of the proceeds
                thereof, net of ISA's working capital requirements; and

 1.2    the withdrawal of cautionary announcement released on SENS on 11 May 2026 advising
        shareholders that, further to the cautionary announcement released on SENS on 3 November 2025
        and subsequent renewals thereof, regarding the receipt of a Non-Binding Expression of Interest in
        respect of a possible transaction which if successful, would result in the offeror acquiring a
        controlling shareholding in ISA by way of a Scheme in terms of section 114 of the Companies Act
        and the subsequent delisting of the Company from the JSE, engagement between ISA and the
        offeror has been terminated and no offer will result from the process.

2. Withdrawal of Notice, Cancellation of Special General Meeting and Fulfilment of Conditions
   Precedent

   As a result of an offer no longer being imminent, the Section 126 approval is no longer applicable and
   consequently, the ISA board of directors has resolved to withdraw the Notice and to cancel the Special
   General Meeting.

   Accordingly, the Special General Meeting will no longer be held on Wednesday, 27 May 2026. Any proxy
   forms or voting instructions already submitted by shareholders in respect of the Special General Meeting
   are of no force or effect and will be disregarded.

   Shareholders are hereby advised that all the conditions precedent to the Disposal as set out in paragraph
   2.3 of the Announcement have been fulfilled. Consequently, the Completion Date, being the date of the
   sale and purchase of the Target Shares in accordance with the Agreement will be 20 May 2026.

3. Responsibility Statement

   The Independent Directors, collectively and individually (to the extent that the information relates to ISA),
   accept responsibility for the information contained in this announcement and certify that, to the best of
   their knowledge and belief, the information contained in this announcement relating to ISA is true and
   this announcement does not omit anything that is likely to affect the importance of such information.


Johannesburg
20 May 2026

Designated Adviser and Corporate Adviser
Merchantec Capital

Date: 20-05-2026 05:03:00
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