QUANTUM FOODS HOLDINGS LIMITED - Exercise of phantom share rights and sale of securities in the company

Exercise of phantom share rights and sale of securities in the company

QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2013/208598/06)
Share code: QFH
ISIN: ZAE000193686
("Quantum Foods" or the "Company")

EXERCISE OF PHANTOM SHARE RIGHTS AND SALE OF SECURITIES IN THE COMPANY

In compliance with paragraphs 6.77 to 6.89 of the JSE Listings Requirements ("Listings Requirements"), shareholders
of Quantum Foods ("Shareholders") are hereby advised of the following dealings in the Company's securities.

Exercise of Phantom Share Rights ("PSRs") in terms of the Quantum Foods Holdings Limited Equity Settled
Phantom Share Plan ("Scheme")

PSRs, granted by the Company in terms of the Scheme, were exercised by executive directors of the Company and a
director of a major subsidiary of the Company, as set out below. Exercised PSRs will be settled through a combination
of cash and the delivery of ordinary shares in the Company ("Shares").

Details of PSRs:

    Vesting dates of PSRs:                                  (1) 15 February 2026
                                                            (2) 21 February 2026
                                                            (3) 23 February 2026
    Exercise period:                                        Between the vesting date and midnight on the first
                                                            anniversary of the vesting date
    Date of exercise:                                       (1) 23 February 2026
                                                            (2) 23 February 2026
                                                            (3) 23 February 2026
    Exercise price:                                         (1) R9.1816
                                                            (2) R9.1816
                                                            (3) R9.1816
    Nature and extent of interest:                          Direct beneficial
    On-market or off-market:                                Off-market
    Clearance given in terms of paragraph 6.83 of the       Yes
    Listings Requirements:

Transaction 1:

    Name of executive director of the Company:              Adel Deidré van der Merwe
    Number of Shares to be settled*:                        (1) 16 880
                                                            (2) 33 016
                                                            (3) 42 972
    Total value of Shares to be settled:                    (1) R154 985.41
                                                            (2) R303 139.71
                                                            (3) R394 551.72

Transaction 2:

    Name of executive director of the Company:              André Hugo Muller
    Number of Shares to be settled*:                        (1) 17 844
                                                            (2) 36 614
                                                            (3) 45 328
    Total value of Shares to be settled:                    (1) R163 836.47
                                                            (2) R336 175.10
                                                            (3) R416 183.56

Transaction 3:

    Name of director of a major subsidiary of the Company:  Roelof Viljoen
    Name of major subsidiary:                               Quantum Foods Proprietary Limited
    Number of Shares to be settled:                         (1) 16 426
                                                            (2) 30 520
                                                            (3) 39 746
    Total value of Shares to be settled:                    (1) R150 816.96
                                                            (2) R280 222.43
                                                            (3) R364 931.87

*Shareholders are referred to the announcements published by the Company on SENS on 2 September 2024 and
23 December 2025, wherein Shareholders were advised of, inter alia, the grant by certain directors of the Company
("QFH Directors") of a call option to a third party ("Third Party"), to purchase Shares held by the QFH Directors at any
time between 2 September 2024 and 30 June 2027 ("Call Option Agreement"). Shareholders are hereby advised that
the Shares which will be settled to the relevant QFH Directors in terms of the Scheme will form part of, and be subject
to, the Call Option Agreement concluded with the Third Party.

Sale of Shares by a director of a major subsidiary of the Company

On 24 February 2026, Roelof Viljoen entered into an agreement with the Third Party, being Capitalworks Private Equity
SP GP II Proprietary Limited in its capacity as General Partner of Special Purpose Acquisition Partnership IV, in terms
of which he agreed to dispose of 86 692 Shares to the Third Party ("Agreement").

Additional information pertaining to the Agreement is set out below:

     Number of Shares disposed of pursuant to the Agreement#:          86 692
     Total value of Shares disposed of pursuant to the Agreement:      R758 555.00
     Price per Share:                                                  R8.75
     Nature and extent of interest:                                    Direct beneficial
     On-market or off-market:                                          Off-market
     Clearance given in terms of paragraph 6.83 of the                 Yes
     Listings Requirements:

# A total of 569 568 Shares were acquired by the Third Party and its related persons from participants of the Scheme
(including Roelof Viljoen).


Wellington
24 February 2026

Corporate advisor and Sponsor
One Capital
                                                                                                                
Attorneys
Webber Wentzel




                 

Date: 24-02-2026 05:15:00
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