Zeda : Proxy Forms 2025

‌Form of proxy

ZEDA LIMITED

Incorporated in the Republic of South Africa

Registration number: 2022/493042/06

JSE share code: ZZD

ISIN: ZAE000315768

(Zeda Limited or the Company)

Only for the use of registered holders of certificated ordinary shares (ordinary shares) and holders of dematerialised ordinary shares with own name registration at the AGM to be held virtually at 10:00 (SAST) on Friday, 27 February 2026.

Holders of ordinary shares in the Company (collectively, shares) (whether certificated or dematerialised) through a nominee must not complete this form of proxy but should inform that nominee timeously, or, if applicable, their central securities depository participant (CSDP) or stockbroker, of their intention to attend the AGM and request such nominee, CSDP or stockbroker to issue them with the necessary authorisation to attend or provide such nominee, CSDP or stockbroker with their voting instructions should they not wish to attend the AGM in person. Such shareholders must not return this form of proxy to the transfer secretaries.

I/we of

Being the holder(s) of ordinary shares or

hereby appoint of

or, failing him/her

hereby appoint the Chairman of the AGM, as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the meeting, which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolution(s) to be proposed at the AGM and at each adjournment of the meeting and to vote for or against such resolutions or to abstain from voting in respect of the shares registered in my/our name, in accordance with the following instructions (see note 9 on page 17).

‌FORM OF PROXY

PART A - TO BE COMPLETED BY ORDINARY SHAREHOLDERS

* Insert an "X" or the number of ordinary shares (see note 9 on page 17).

Ordinary resolutions	For	Against	Abstain
Ordinary resolution 1.1: Re-election of Mr Sibani Mngomezulu as an independent Non-Executive Director
Ordinary resolution 1.2: Re-election of Ms Yolanda Miya as an independent Non-Executive Director
Ordinary resolution 1.3: Re-election of Ms Marna Roets as an independent Non-Executive Director
Ordinary resolution 2.1: Appointment of Ms Yolanda Miya as a member of the Audit Committee
Ordinary resolution 2.2: Appointment of Ms Marna Roets as a member of the Audit Committee
Ordinary resolution 2.3: Appointment of Mr Donald Wilson as a member of the Audit Committee
Ordinary resolution 3.1: Appointment of Mr Sibani Mngomezulu as a member of the Social, Ethics and Transformation Committee
Ordinary resolution 3.2: Appointment of Dr Ngao Motsei as a member of the Social, Ethics and Transformation Committee
Ordinary resolution 3.3: Appointment of Ms Ramasela Ganda as a member of the Social, Ethics and Transformation Committee
Ordinary resolution 4: Reappointment of independent external auditor
Ordinary resolution 5.1: Approval of the remuneration policy by way of a non-binding advisory vote
Ordinary resolution 5.2: Approval of the implementation report by way of a non-binding advisory vote
Ordinary resolution 6: General authority to place 5% of the unissued ordinary shares under the control of the Directors
Ordinary resolution 7: Signature of documents
Ordinary resolution 8.1: Election of Mr Omri Thomas as a Non-Executive Director
Ordinary resolution 8.2: Election of Mr Augostino Sfeir as a Non-Executive Director
Ordinary resolution 8.3: Election of Mr Sydney Mhlarhi as an independent Non-Executive Director

‌PART A - TO BE COMPLETED BY ORDINARY SHAREHOLDERS continued

Insert an "X" in the relevant spaces below according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of ordinary shares than you own in the Company, insert the number of ordinary shares held in respect of which you desire to vote (see note 9 on page 17).

Special resolutions	For	Against	Abstain
Special resolution 1: Approval of Non-Executive Directors' fees

BOARD

Special resolution 1.1: Chairman (all-inclusive fee)*
Special resolution 1.2: Non-Executive Directors

COMMITTEES

Audit Committee
Special resolution 1.3: Chairman
Special resolution 1.4: Members
Information Technology and Risk Committee
Special resolution 1.5: Chairman
Special resolution 1.6: Members
Remuneration Committee
Special resolution 1.7: Chairman
Special resolution 1.8: Members
Social, Ethics and Transformation Committee
Special resolution 1.9: Chairman
Special resolution 1.10: Members
Nomination Committee
Special resolution 1.11: Chairman
Special resolution 1.12: Members
Investment and Transactions Committee
Special resolution 1.13: Chairman
Special resolution 1.14: Members
Ad hoc fees
Special resolution 1.15: Fee per ad hoc meeting
Special resolution 2: Authority to provide loans or other financial assistance, as contemplated in section 45 of the Companies Act, to subsidiaries, associates and joint ventures
Special resolution 3: Authority to provide loans or other financial assistance, as contemplated in section 44 of the Companies Act, to related or interrelated persons (including subsidiaries, associates and joint ventures)
Special resolution 4: General authority to acquire and/or repurchase ordinary shares

* Investment and Transactions Committee and Nomination Committee fees are not payable to the Chairman of the Board, as his fee is all-inclusive.

‌FORM OF PROXY

NOTES TO THE FORM OF PROXY

Instructions on signing and lodging of the Annual General Meeting (AGM) form of proxy.

1. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alterations must be signed, not initialled.

2. The Chairman shall be entitled to decline to accept the authority of a signatory:

   1. under a power of attorney; or

   2. on behalf of a company, unless the power of attorney or authority is deposited with the meeting scrutineers, The Meeting Specialist Proprietary Limited (TMS) - email address: [e-mail] - by no later than 10:00 (SAST) on Wednesday, 25 February 2026.

3. The signatory may insert the name of any person(s) whom the signatory wishes to appoint as his/her proxy in the blank space/s provided for that purpose.

4. Where there are joint holders of shares and if more than one such joint holder is present or represented, then the person whose name appears first in the securities register in respect of such shares or his/her proxy shall alone be entitled to vote in respect thereof.

5. The completion and lodging of this form of proxy will not preclude the signatory from attending the AGM and speaking and voting in person thereat should such person wish to do so, to the exclusion of any proxy appointed in terms hereof.

6. If, in the appropriate place on the face of the proxy, there is no indication of how to vote in respect of any resolution, the proxy shall be entitled to vote as he/she deems fit in respect of that resolution.

7. The Chairman of the AGM may reject or accept any form of proxy which is completed other than in accordance with these instructions, provided that in the event of acceptance, he/she is satisfied with the way a shareholder wishes to vote.

8. If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be authorised to vote the total shareholding registered in the shareholder's name.

9. Please insert an "X" in the relevant space according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in the Company, insert the number of shares held in respect of which you wish to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the AGM as he/she deems fit in respect of all the shareholder's votes exercisable at the meeting. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by his/ her proxy, but the total of the votes cast in respect of which abstention is recorded may not exceed the total number of votes exercisable by the shareholder or by his/her proxy.

10. A form of proxy sent by electronic medium to the transfer secretaries within the time allowed for submission shall be deemed to constitute an instrument of proxy.

11. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Company Secretary or waived by the Chairman of the AGM.

12. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Company Secretary.

13. Voting at the AGM will be conducted by way of a poll. Each shareholder present or represented will have one vote in respect of each share held, and votes will be cast electronically via the meeting platform.

Summary in terms of section 58(8)(b)(i) of the Companies Act, 71 of 2008

(as amended)

Section 58(8)(b)(i) provides that if a company supplies a form of instrument for appointing a proxy, the form of proxy supplied by the company for the purpose of appointing a proxy must bear a reasonably prominent summary of the rights established by section 58 of the Companies Act, 71 of 2008 (as amended), which summary is set out below:

• A shareholder of a company may, at any time, appoint any individual, including an individual who is not a shareholder of that company, as a proxy, among other things, to participate in and speak and vote at a shareholders' meeting on behalf of the shareholder.

• A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder.

• A proxy may delegate the proxy's authority to act on behalf of the shareholder to another person.

• A proxy appointment must be in writing, dated and signed by the shareholder, and remains valid only until the end of the meeting at which it was intended to be used, unless the proxy appointment is revoked, in which case the proxy appointment will be cancelled with effect from such revocation.

• A shareholder may revoke a proxy appointment in writing.

• A proxy appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder.

• A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction.

Zeda Limited Notice of Annual General Meeting 2025