Salungano : Notice of the AGM 17 September 2024

• PURPOSE-DRIVEN
  APPROACH TO
  SUSTAINABILITY

Notice of annual general meeting

for the year ended 31 March 2023

DEAR SALUNGANO SHAREHOLDER

I invite you to attend and vote, via electronic participation, at the annual general meeting ("AGM") of Salungano Group Limited ("Salungano" or the "Company"), which will be held online at 10:00 on Tuesday, 17 September 2024. The AGM is an ideal opportunity for shareholders to engage with directors and executive management on the Company's performance and results for the financial year ended 31 March 2023, as well as on strategic and financial matters such as the future direction, goals, objectives and policies, and the remuneration and environmental, social and governance ("ESG") responsibilities of the Company.

Salungano issued its integrated annual report for the 2023 financial year under the requirements of the Companies Act of South Africa, 71 of 2008 ("Companies Act") as amended, the JSE Limited ("JSE") and the King IV Report on Corporate Governance for South Africa, 2016TM ("King IVTM"). The notice of AGM and proxy form are included in this booklet and should be read in conjunction with the 2023 integrated annual report.

Your attention is drawn to accessing the 2023 integrated annual report, audited consolidated annual financial statements and resource statement on the Salungano website at https://salunganogroup.com/annual-reports/.

All the information that you require in order to make an informed decision on how to vote at the AGM is included in this booklet. The notice is accompanied by additional information (explanatory notes) setting out the reasons for and the effects of the resolutions to be proposed at the meeting.

The Board of Directors ("the Board"), having considered the contents of each resolution, recommends that shareholders vote in favour of all resolutions proposed at the AGM.

If you are unable to attend the AGM online, you may vote by proxy in accordance with the instructions in the AGM notice and form of proxy.

I look forward to welcoming you to the AGM.

Yours sincerely

Dr Humphrey Mathe

Chairman

TM Copyright and trademarks are owned by the Institute of Directors in Southern Africa NPC and all of its rights are reserved.

2

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

NOTICE OF ANNUAL GENERAL MEETING

for the year ended 31 March 2023

Salungano Group Limited

Incorporated in the Republic of South Africa (Registration number: 2005/006913/06) JSE Share code: SLG

ISIN: ZAE000306890

("Salungano Group" or "the Company")

Notice of annual general meeting of shareholders

Notice is hereby given that the Annual General Meeting ("AGM") of ordinary shareholders of the Company ("ordinary shareholders") for the year ended 31 March 2023 will be held at 10:00 on Tuesday, 17 September 2024 by way of electronic communication and participation only, to consider and, if deemed fit, to pass with or without modification, the resolutions set out in this notice.

The AGM will be held entirely by way of electronic communication and participation in accordance with section 63(2)(a) of the Companies Act of South Africa, 71 of 2008, as amended ("the Companies Act") and clause 25.6.1 of the Company's Memorandum of Incorporation ("MoI"), and no physical meeting will be held. This notice sets out the procedures which shareholders should follow in order to participate in the AGM by electronic communication.

The Company has appointed its Transfer Secretaries, Computershare Investment Services Proprietary Limited ("the Transfer Secretaries") who will also act as scrutineers, and Lumi Technologies South Africa Proprietary Limited ("Lumi") to host the AGM on the interactive platform and to facilitate electronic participation and voting by shareholders.

Voting, attendance and participation at the AGM

Certificated ordinary shareholders and "own name"	Dematerialised ordinary shareholders without
dematerialised shareholders	"own name" registration

Ordinary	Complete the form of proxy attached to this
shareholders	notice of AGM and email same, together
who wish to	with proof of identification (i.e. certified copy
vote but not	of South African ("SA") identity document,
attend the	SA driver's licence or passport) and authority to
AGM by	do so (where acting in a representative capacity),
electronic	to the Transfer Secretaries at
participation	[e-mail] so as to be
	received by the Transfer Secretaries by no later
	than 10:00 on Friday, 13 September 2024. For
	administrative purposes, any form of proxy
	not delivered to the Transfer Secretaries by this
	time and date may be emailed to the Transfer
	Secretaries (who will provide same to the
	chairperson of the AGM) at any time prior to
	the AGM, provided that such form of proxy and
	identification must be verified and registered
	before the commencement of the AGM.

• Provide your Central Securities Depository Participant ("CSDP") or broker with your voting instructions in terms of the custody agreement entered into between you and your CSDP or broker.
• You should contact your CSDP or broker regarding the cut-off time for submitting your voting instructions to them.
• If your CSDP or broker does not receive voting instructions from you, they will be obliged to vote in accordance with the instructions as per the custody agreement.

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

3

Annual general meeting continued

Certificated ordinary shareholders and "own name"	Dematerialised ordinary shareholders without
dematerialised shareholders	"own name" registration

Ordinary	Register online at www.smartagm.co.za by no
shareholders who	later than 10:00 on Friday, 13 September 2024.
wish to vote at	Ordinary shareholders may still register online
and attend the	to participate in and/or vote electronically at
AGM by elec-	the AGM after this date and time, provided,
tronic partici-	however, that for those ordinary shareholders to
pation	participate in and/or vote electronically at the
	AGM, must be verified and registered before the
	commencement of the AGM.
	As part of the registration process you will be
	requested to upload proof of identification
	(i.e. certified copy of SA identity document,
	SA driver's licence or passport) and authority to
	do so (where acting in a representative capacity),
	as well as to provide details such as your name,
	surname, email address and contact number.
	Following successful registration, you will
	be provided with a meeting identity number,
	username and password in order to connect
	electronically to the AGM.
	Participate in the AGM through the Lumi
	website by following the steps set out at
	www.smartagm.co.za.

Notes

• Request your CSDP or broker to provide you or your proxy with the necessary authority (i.e. letter of representation) in terms of the custody agreement entered into between you and your CSDP or broker.
• Register online at www.smartagm. co.za by no later than 10:00 on Friday, 13 September 2024
• Shareholders may still register online to participate in and/or vote electronically at the AGM after this date and time, provided, however, that for those shareholders to participate in and/or vote electronically at the AGM, must be verified and registered before the commencement of the AGM.
• As part of the registration process you will be requested to upload your letter of representation and proof of identification (i.e. certified copy of SA identity document, SA driver's licence or passport), as well as to provide details such as your name, surname, email address and contact number.
• Following successful registration, you will be provided with a meeting identity number, username and password in order to connect electronically to the AGM.
• Participate in the AGM through the Lumi website by following the steps set out at www.smartagm.co.za.

1. Each ordinary shareholder is entitled to appoint one or more proxy(ies) (who need not be a shareholder of the Company) to participate, speak and vote in their stead at the AGM.
2. Voting will take place by way of a poll and accordingly every holder of ordinary shares will have one vote in respect of each ordinary share held.
3. The Company will not be responsible for any costs incurred by ordinary shareholders who participate electronically. The cost of electronic participation in the AGM is for the expense of the participant and will be billed separately by the participant's own service provider.
4. The participant acknowledges that the electronic communication services are provided by third parties and indemnifies the Company against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the electronic services, whether or not the problem is caused by any act or omission on the part of the participant or anyone else. In particular, but not exclusively, the participant acknowledges that he/she will have no claim against the Company, whether for consequential damages or otherwise, arising from the use of the electronic services or any defect in it or from total or partial failure of the electronic services and connections linking the participant via the electronic services to the AGM.
5. The Company cannot guarantee there will not be an interruption in electronic communication that is beyond the control of the Company.
6. Due to the electronic format of the AGM, shareholders are encouraged to submit the questions that they wish to raise at the AGM in advance of the AGM by sending them by email to the group company secretary at [e-mail].

4

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

Important dates

The following dates apply to the AGM (see notes 1 and 2 below):

	2024
Notice record date, for purposes of determining which ordinary shareholders are entitled to
receive this notice is	Friday, 7 June
Notice of AGM distributed to shareholders on	Tuesday, 18 June
Last day to trade ordinary shares in order to be recorded in the register to vote at the AGM
(see note 3 below) on	Tuesday, 3 September
AGM record date, being the date on which an ordinary shareholder must be registered in the
register in order to be eligible to attend and participate in the AGM and to vote thereat, by
close of trade on	Friday, 6 September
For administrative reasons, forms of proxy in respect of the AGM to be lodged at or received
by the Transfer Secretaries by no later than 10:00 on	Friday, 13 September
Ordinary shareholders or their duly authorised proxies who wish to participate in the AGM to
register to do so by lodging a completed electronic participation application form by 10:00 on	Friday, 13 September
AGM held at 10:00 on	Tuesday, 17 September
Results of the AGM published on the Stock Exchange News Service ("SENS") on or about	Tuesday, 17 September

Notes

1. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment will be released on SENS.
2. Shareholders are referred to the ongoing suspension in trading of the Company's shares on the JSE Limited ("JSE") as at the date of the distribution of this notice to shareholders, which suspension came into effect on 21 August 2023 ("the Suspension") for failing to publish its audited financial results for the year ended 31 March 2023 ("FY2023 financial results") within the prescribed period.
3. Ordinary shareholders should note that as transactions in ordinary shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three business days after such trade. Therefore, ordinary shareholders who acquire ordinary shares after close of trade on Tuesday, 3 September 2024, will not be eligible to attend, participate and vote at the AGM.

Quorum

As determined by the Company's MoI, a quorum for the purposes of considering the resolutions to be proposed at the AGM shall consist of three shareholders of the Company, present or represented by proxy (and if the shareholder is a body corporate, the representative of the body corporate) and entitled to vote at the meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be exercised by shareholders in respect of the resolutions to be proposed at the AGM.

Annual financial statements

The consolidated annual financial statements of the Company and its subsidiaries for the year ended 31 March 2023, incorporating the reports of the directors, the independent auditor and the audit, risk and compliance committee will be presented at the AGM. The annual financial statements are contained in the 2023 integrated annual report, of which this notice forms part, and copies of the 2023 integrated annual report have been distributed to the relevant ordinary shareholders. The 2023 integrated annual report is available on the Company's website, at www.salunganogroup.com.

Report of the social and ethics committee

The Company's social and ethics committee report, included in the 2023 integrated annual report, will serve as the social and ethics committee's AGM report to the Company's shareholders on the matters within its mandate. Any specific questions to the said Committee may be sent to the group company secretary prior to the AGM.

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

5

Annual general meeting continued

Ordinary resolutions

For all ordinary resolutions to be adopted, more than

50% of the voting rights exercised on each such ordinary resolution must be exercised in favour thereof, save for ordinary resolution number 7, being the general approval to issue ordinary shares, and to sell treasury shares for cash which, in terms of the JSE Listings Requirements, require the approval by at least 75% of the voting rights exercised in favour thereof.

Directors' particulars

In respect of ordinary resolutions numbers 1 to 3, additional information is provided in the form of the following abridged curricula vitae for all the directors referred to in these resolutions:

Dr Humphrey Mathe (73)

Independent non-executive chairman, chairman of the nomination committee

Appointed: 1 August 2013

Educational qualifications: MSc (Rhodes),

PhD (University of Natal)

Dr Mathe is a qualified geologist and the CEO of Tranter Resources Proprietary Limited. He has over 36 years' experience in the mining industry and has previously held the position of CEO of Scinta South Africa Proprietary Limited, a coal resources company, and was the executive general manager of corporate services at Exxaro Resources Limited. Prior to that, he was chief operating officer and executive director of Eyesizwe Coal Proprietary Limited, where he was in charge of the Eyesizwe coal mines and has worked as a senior geologist for Shell South Africa Minerals Division.

Cecil Maswanganyi (58)

Non-executive director, member of the social and ethics and project and investment committees

Appointed: 17 November 2017

Educational qualifications: BCompt (Unisa), MBL (Unisa), Advanced Programme in Taxation (Unisa), ACMA CGMA (CIMA)

Mr Maswanganyi has an accounting background with over 33 years' experience in audit and tax skills, diverse business, board and provincial government work.

He has qualifications in commerce, tax and business administration and is currently the CEO of Simeka Capital Holdings.

Eric Thuthukani Mzimela (68)

Non-executive director, member of the remuneration and social and ethics committees

Appointed: 17 November 2017

Educational qualifications: Analytical Chemistry (Diploma) (M Setlogelo - Technikon Pretoria), MDP (University of South Africa), Certificate Programme in Industrial Relations (University of the Witwatersrand) Mr Mzimela is an entrepreneur with over 40 years' experience in business and is a former banker, with an indirect shareholding in Salungano. He brings a wealth of experience in analytical chemistry and industrial relations to the Board.

Themba Theophilus Tshikovhi (67)

Independent non-executive director, chairman of the audit, risk and compliance committee and member of the nomination committee

Appointed 1 March 2024

Educational qualifications: CA(SA)

Mr Tshikovhi is a chartered accountant with extensive experience in internal and external audit, financial accounting, corporate governance and risk management, who has served on various boards and board committees of several entities in the private and public sectors. His previous managerial and leadership roles include, amongst others, audit manager at Deloitte, projects manager at Standard Bank, founding partner of KMMT (which merged with KPMG in 2000), audit and risk committee chairperson and membership roles at the Wholesale and Retail Sector Education and Training Authority, SRHR Trust and the South African Qualifications Authority and chairperson of the remuneration committee of Royal Energy Proprietary Limited.

Sinesipho Nothemba Maninjwa (36)

Independent non-executive director, chairperson of the remuneration committee and member of the audit, risk and compliance and nomination committees

Appointed 1 March 2024

Educational qualifications: CA(SA)

Ms Maninjwa is a chartered accountant with more than a decade of post-qualification experience, primarily gained in the financial services sector. Her expertise includes corporate and project financial advisory services, development finance, principal investments, project development, private equity and asset management. She is currently the Operational Due Diligence Manager: Stanlib Multi-Manager and INN8 Invest. Some of her previous positions include commercial credit manager at FirstRand Group, post-investment associate at the National Empowerment Fund, corporate finance and principal investment analyst at Tamela Holdings, executive associate at Lebashe Investment Group and senior associate at Cresco Group.

6

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

Mzimkulu ("Mzi") Malunga (58)

Independent non-executive director, chairman of the social and ethics committee and member of the remuneration and audit, risk and compliance committees

Appointed 1 March 2024

Educational qualification: Executive MBA

Mr Malunga holds an Executive MBA from the University of Cape Town and has 35 years of experience in the media industry. He previously served as non-executive director at Brand South Africa and South African Airways. He chaired the human resources, remuneration and social and ethics committee at Brand South Africa and the ad hoc committee on stakeholders and communications at South African Airways. He was Group CEO of Arena Holdings until August 2023, an executive director and publisher

at UMA Media until 2021 and a director and previous chairperson of the D Group. He is currently the director of Raoha Afrika Proprietary Limited, the owner of two Postnet Franchises in Johannesburg. Earlier in his career, he held senior editorial positions at, amongst others, Business Day, Financial Mail and the Sowetan.

Ordinary resolution number 1

Retirement and re-election of directors

Explanatory note:

The MoI of the Company, the JSE Listings Requirements and, to the extent applicable, the Companies Act, require that a component of the non-executive directors rotate at every AGM of the Company and, being eligible, may offer themselves for re-election as directors. The Board, through the nomination committee, has evaluated the past performance and contribution of the retiring directors and recommends that they be re-elected.

Ordinary resolution number 1.1

"Resolved that Dr Humphrey Mathe, who retires by rotation in terms of the MoI of the Company and, being eligible, offers himself for re-election, be and is hereby re-elected as a director."

Ordinary resolution number 1.2

"Resolved that Cecil Maswanganyi, who retires by rotation in terms of the MoI of the Company and, being eligible, offers himself for re-election, be and is hereby re-elected as director."

Ordinary resolution number 1.3

"Resolved that Eric Thuthukani Mzimela, who retires by rotation in terms of the MoI of the Company and, being eligible, offers himself for re-election, be and is hereby reelected as a director."

Ordinary resolution number 2

Confirmation of the appointment of directors

Explanatory note:

The MoI of the Company and the Companies Act require that the appointment by the Board to fill a vacancy must be confirmed by the shareholders at the next annual meeting of the company.

Ordinary resolution number 2.1

"Resolved that the appointment by the Board of Themba Theophilus Tshikovhi as an independent non- executive director, in terms of the Company's MoI and the Companies Act, be and is hereby confirmed."

Ordinary resolution number 2.2

"Resolved that the appointment by the Board of Sinesipho Nothemba Maninjwa as an independent non- executive director, in terms of the Company's MoI and the Companies Act, be and is hereby confirmed."

Ordinary resolution number 2.3

"Resolved that the appointment by the Board of Mzimkulu Malunga as an independent non-executive director, in terms of the Company's MoI and the Companies Act, be and is hereby confirmed."

Ordinary resolution number 3

Appointment of the members of the audit, risk and compliance committee of the Company

Explanatory notes:

• All references to the audit, risk and compliance committee of the Company are references to the audit committee as contemplated in the Companies Act.
• In compliance with the Companies Act and King IV™, the members of the audit, risk and compliance committee have been nominated by the Board for election in terms of section 94(2) of the Companies Act. The Board has reviewed the proposed composition of the audit, risk and compliance committee against the requirements of section 94(4) of the Companies Act and the Regulations under the Companies Act, and King IV™, and has confirmed that if all the individuals referred to are appointed, and Themba Theophilus Tshikovhi is confirmed as the chairman of the audit, risk and compliance committee, the committee will comply with the relevant requirements and have the necessary knowledge, skills and experience to enable it to perform its duties effectively.

Ordinary resolution number 3.1

"Resolved that Themba Theophilus Tshikovhi, being eligible, be and is hereby appointed as a member and chairman of the audit, risk and compliance committee of the Company, as recommended by the board of directors of the Company, until the next AGM of the Company."

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

7

Annual general meeting continued

Mr Tshikovhi's appointment is subject to the passing of ordinary resolution number 2.1.

Ordinary resolution number 3.2

"Resolved that Sinesipho Nothemba Maninjwa, being eligible, be and is hereby appointed as a member of the audit, risk and compliance committee of the Company, as recommended by the board of directors of the Company, until the next AGM of the Company."

Ms Maninjwa's appointment is subject to the passing of ordinary resolution number 2.2.

Ordinary resolution number 3.3

"Resolved that Mzimkulu Malunga, being eligible, be and is hereby appointed as a member of the audit, risk and compliance committee of the Company, as recommended by the board of directors of the Company, until the next AGM of the Company."

Mr Malunga's appointment is subject to the passing of ordinary resolution number 2.3.

Ordinary resolutions numbers 4 and 5

Remuneration policy and implementation report

Explanatory notes:

• In terms of King IV™ and the JSE Listings Requirements, an advisory vote should be obtained from shareholders on the Company's remuneration policy and the implementation report of the policy. The vote allows shareholders to express their views on the adopted remuneration policy and its implementation but will not be binding on the Company.
• If the remuneration policy or the implementation report of the Company are voted against by 25% or more of the voting rights exercised on the resolutions by shareholders present or represented by proxy
  at the AGM, the Company will in its voting results announcement pursuant to paragraph 3.91 of the JSE Listings Requirements extend an invitation to such dissenting shareholders to engage with the Company to discuss their reasons for the dissenting votes. The manner and timing of such engagement will be specified in the voting results announcement following the AGM.

Ordinary resolution number 4

Non-binding advisory vote on the Remuneration Policy

"Resolved that the Company's Remuneration Policy, as referred to in the remuneration report in the 2023 integrated annual report and available on the website at www.salunganogroup.com be and is hereby endorsed by way of a non-binding advisory vote."

Ordinary resolution number 5

Non-binding advisory vote on the Remuneration Implementation Report

"Resolved that the Company's implementation report in regard to its Remuneration Policy, as set out in the 2023 integrated annual report and available on the website at www.salunganogroup.com, be and is hereby endorsed by way of a non-binding advisory vote."

Ordinary resolution number 6

Authority to implement resolutions passed at the AGM

"Resolved that any director of the Company or the company secretary be and is hereby authorised to do all such things, sign all such documents and take all such actions as may be necessary for or incidental to the implementation of the special and ordinary resolutions as set out in this notice of AGM."

Ordinary resolution number 7

Approval to issue ordinary shares, and to sell treasury shares, for cash

Explanatory note:

Subject to the Company's MoI, the requirements of the Companies Act and the JSE Listings Requirements, the Board requires authority from shareholders to issue ordinary shares for cash in the Company. Once granted, the general authority allows the Board, from time to time and when appropriate, to issue ordinary shares as may be required, inter alia, in terms of capital-raising exercises, and to maintain a healthy capital adequacy ratio.

Ordinary resolution number 7

"Resolved that the directors the Company and/or any of its subsidiaries from time to time be and are hereby authorised, by way of a general authority, to

• allot and issue, or to issue any options in respect of, all or any of the authorised but unissued ordinary shares in the capital of the Company; and/or
• sell or otherwise dispose of or transfer, or issue any options in respect of, ordinary shares in the capital of the Company purchased by subsidiaries of the Company,

for cash, to such person/s on such terms and conditions and at such times as the directors may from time to time in their discretion deem fit, subject to the Companies Act, the MoI of the Company and its subsidiaries and the JSE Listings Requirements as amended from time to time.

This resolution is subject to the following:

• the general authority will be valid until the earlier of the Company's next AGM or the expiry of a period of 15 (fifteen) months from the date that this authority is given;

8

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

• the securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;
• any such issue may only be made to "public shareholders" in accordance with paragraph 4.25 of the JSE Listings Requirements and not, subject to the following, to related parties:
• • related parties may participate in a general issue for cash through a bookbuild process provided -
  • related parties only participate with a maximum bid price at which they are prepared to take-up shares or at book close price. In the event of a maximum bid price and the book closes at a higher price, the relevant related party will be "out of the book" and not be allocated shares; and
  • equity securities must be allocated equitably "in the book" through the bookbuild process and the measures to be applied must be disclosed in the SENS announcement launching the bookbuild;
• the securities which are the subject of a general issue for cash may not exceed 5% of the number of listed securities, excluding treasury shares, as at the date of this notice, being 20 995 843 securities. Any securities issued under this authorisation will be deducted from the aforementioned 20 995 843 listed securities. In the event of a sub-division or a consolidation the authority will be adjusted to represent the same allocation ratio;
• in determining the price at which securities may be issued in terms of this authority, the maximum discount permitted will be 10% (ten percent) of the weighted average traded price of such securities measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the securities;
• an announcement giving full details, including the number of securities issued, the average discount to the weighted average traded price of the securities over 30 (thirty) business days prior to the date that the issue is agreed in writing between the Company and the parties subscribing for the securities and in respect of the issue of options and convertible securities the impact on the statement of financial position, net asset value per share, net tangible asset value per share, the statement of comprehensive income, earnings per share and headline earnings per share and, if applicable, diluted earnings and headline earnings per share, or in respect of an issue of shares, an explanation, included supporting information (if any), of the intended use
  of the funds, will be published when the Company has issued securities representing, on a cumulative basis within the earlier of the Company's next Annual

General Meeting or the expiry of a period of 15 (fifteen) months from the date that this authority is given, 5% (five percent) or more of the number of securities in issue prior to the issue; and

• whenever the Company wishes to use repurchased shares, held as treasury stock by a subsidiary of the Company, such use must comply with the JSE Listings Requirements as if such use was a fresh issue of ordinary shares."

In terms of the JSE Listings Requirements, this resolution requires more than 75% of the voting rights in favour thereof to be adopted.

Special resolutions

For special resolutions numbers 1 and 2 to be adopted, at least 75% of the voting rights exercised on the applicable resolution must be exercised in favour thereof.

Special resolution number 1

Approval for the Company to grant inter-group financial assistance in terms of sections 44 and 45 of the Companies Act

Explanatory notes:

• As part of the normal conduct of the business of the Group, the Company, where necessary, usually provides guarantees and other support undertakings to third parties, which enter into financial agreements with its subsidiaries and joint ventures, or partnerships in which the Company or members of the Group have an interest. To ensure, inter alia, that the Company and its subsidiaries, and other related and inter-related companies and entities, continue to have access to financing for purposes of refinancing existing facilities and funding their corporate and working capital requirements, it is necessary to obtain the approval of the shareholders as set out in special resolution number 1. The Company would like the ability to continue to provide financial assistance, if necessary, also in other circumstances, in accordance with section 45 of the Companies Act. Furthermore, it may be necessary for the Company to provide financial assistance to any of its present or future subsidiaries, and/or to any related or inter-related company or corporation, and/or to a member of a related or inter- related corporation, to subscribe for options or securities of the Company or another company related or inter- related to it.
• Both sections 44 and 45 of the Companies Act, which govern financial assistance, provide, inter alia, that the particular financial assistance must be provided only pursuant to a special resolution of shareholders, adopted within the previous 2 (two) years, which approved such assistance either for the specific recipient,

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023

9

Annual general meeting continued

or generally for a category of potential recipients, and the specific recipient falls within that category and the board is satisfied that: (i) immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test (as contemplated in the Companies Act); and (ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company. It is therefore imperative that the Company obtains the approval of shareholders in terms of special resolution number 1 so that it is able to effectively organise its internal financial administration.

Special resolution number 1

"Resolved that, to the extent required by sections 44 and/ or 45 of the Companies Act, the Board may, subject to compliance with the requirements of the Companies Act, the Company's MoI and the JSE Listings Requirements, authorise the Company to provide direct or indirect financial assistance to any of its present or future subsidiaries and/or any other company or entity that is or becomes related or inter-related to the Company, at any time during a period commencing on the date of passing of this resolution and ending at the next AGM."

Special resolution number 2

General authority to repurchase or acquire the Company's own shares

Explanatory note:

• The Board believes that it may be prudent to obtain a general authority to repurchase or acquire the Company's shares to enable it to act promptly should the opportunity arise. Shareholders' approval, by way of a special resolution, is sought for a repurchase of the Company's shares, subject to the provisions of the JSE Listings Requirements and the Companies Act as set out in the proposed resolution. This special resolution is subject to the statement of intent as set out therein. At the present time, the directors have no specific intention with regard to the utilisation of this authority, which will only be used when circumstances are appropriate. Any decision by the directors to use the general authority to acquire shares of the Company will be taken with regard to the prevailing market conditions and other factors.
• The repurchase or acquiring of the Company's shares will be subject to the upliftment of the suspension in trading of the Company's shares on the JSE.

Special resolution number 2

"Resolved that the Company or any subsidiary of the Company is hereby authorised by way of a general approval, from time to time, to repurchase or acquire

ordinary shares in the capital of the Company in accordance with the Companies Act, the Company's MoI and the JSE Listings Requirements, provided that:

• the number of its own ordinary shares repurchased or acquired by the Company in any one financial year shall not exceed 5% (five percent) of the ordinary shares in issue at the date on which this resolution is passed;
• this authority shall lapse on the earlier of the date of the next AGM of the Company or the date 15 (fifteen) months after the date on which this resolution is passed;
• the Board of the Company and/or any subsidiary has, by resolution, authorised the repurchase or acquisition prior to the repurchase or acquisition in the event that it is decided to repurchase or acquire Company shares;
• the aforesaid resolution includes the passing of a solvency and liquidity test;
• the repurchase or acquisition must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
• at any point in time, the Company only appoints one agent to effect any repurchase(s) or acquisition(s) on its behalf;
• the price paid per ordinary share may not be greater than 10% (ten percent) above the weighted average of the market value at which such ordinary shares are traded on the JSE for the 5 (five) business days immediately preceding the date on which a repurchase or acquisition is made;
• the number of shares acquired by subsidiaries of the Company shall not exceed 10% (ten percent) in the aggregate of the number of issued shares in the Company at the relevant times;
• the Company or its subsidiaries may not repurchase securities during a prohibited period, as defined in paragraph 3.67 of the Listings Requirements, unless:
• • the Company had a repurchase programme in place and the programme has been submitted to the JSE prior to the prohibited period commencing;
  • only one independent third party has been instructed to execute the repurchase programme prior to the prohibited period commencing; and
  • the repurchase programme includes the name and date of appointment of the independent third party instructed to execute the repurchase programme, the commencement and termination date of the repurchase programme and the fixed number of securities to be traded during the period.; and
• an announcement containing full details of such repurchases or acquisitions of shares will be published

10

Salungano Group Limited

Notice of annual general meeting for the year ended 31 March 2023