Notifice of Disclosure of Dariel Solutions Proprietary Ltd (incl. Dariel Software Proprietary Ltd) Profit Warranty

Capital Appreciation Limited
Incorporated in the Republic of South Africa
(Registration number 2014/253277/06)
Share code: CTA ISIN: ZAE000208245

NOTIFICATION OF DISCLOSURE OF DARIEL SOLUTIONS PROPRIETARY LIMITED (INCLUDING
DARIEL SOFTWARE PROPRIETARY LIMITED) PROFIT WARRANTY

As announced previously, Capital Appreciation Limited ("CTA") acquired the business Dariel
Solutions Proprietary Limited (including Dariel Software Proprietary Limited) ("Dariel") on 24
April 2023. The acquisition became effective on 3 July 2023.

In terms of the CTA and Dariel agreement, dated 24 April 2023 and as disclosed in the CTA group
audited financial statements for the year ended 31 March 2024, the purchase consideration for
100% of Dariel was an initial aggregate purchase consideration of R84.0 million settled by way of
(i) a cash payment of R46.9 million and (ii) the allotment out of treasury shares of 25,243,779
CTA shares at R1,47 per share amounting to R37.1 million.

Dariel also provided CTA with a profit warranty of R62,2 million EBITDA for the 24-month period
from 1 April 2023 to 31 March 2025 ("measurement period") that, if achieved, would result in an
aggregate warranty purchase consideration, which should not exceed R45.9 million based on the
acquisition date share price. This profit warranty consideration would be settled partly in cash
and partly in an allotment of shares out of treasury shares.

CTA hereby advise shareholders that, in line with our 31 March 2025 results announcement,
Dariel achieved a total EBITDA of R34.9m, or 56%, of the warranted EBITDA for the measurement
period. Accordingly, the overall purchase consideration has been reduced, and the CTA Board has
approved the payment of the pro-rated cash consideration of R14,2m and the allotment from
treasury shares of 7,618,735 ordinary shares to the following vendors of Dariel:

 Malcolm Rabson                      3 542 554 ordinary shares
 Greg Vercellotti                    3 115 968 ordinary shares
 Wayne Yan                             960 213 ordinary shares




Sandton
25 September 2025

Sponsor: Investec Bank Limited

Date: 25-09-2025 05:33:00
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