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Fri 3 Nov 2023, 17:40 AFRICAN AND OVERSEAS ENTERPRISES LIMITED - Publication of audited AFS for 30 June 2023, integrated report, notice of AGM and availability of BBBEE report
Publication of audited AFS for 30 June 2023, integrated report, notice of AGM and availability of BBBEE report

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO ISIN: ZAE000000485
JSE share code: AON ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
("AOE" or "Group")




PUBLICATION OF THE AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023,
ANNUAL INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETING AND AVAILABILITY OF THE BROAD-BASED
BLACK ECONOMIC EMPOWERMENT ANNUAL COMPLIANCE REPORT


Shareholders are advised that the audited annual financial statements for the year ended 30 June 2023, on which the
auditors expressed an unmodified audit opinion ("AFS"), have been published and are available on the JSE's website
at https://senspdf.jse.co.za/documents/2023/jse/isse/AOO/AFS2023.pdf and on Rex Trueform's website at
https://rextrueform.com/wp-content/uploads/2023/11/AOE-2023-AFS.pdf. The AFS contain changes to the reviewed
condensed consolidated financial statements for the year ended 30 June 2023 which were released on SENS on 11
October 2023, as detailed below. The full auditor's report, together with the accompanying AFS, is also available for
inspection at the registered office of Rex Trueform.

Shareholders are further advised that the integrated annual report, incorporating summarised consolidated financial
results for the financial year ended 30 June 2023 and the notice of annual general meeting ("AGM") are available on
the Company's website at https://rextrueform.com/wp-content/uploads/2023/11/AOE-2023-IAR.pdf. It is anticipated
that the integrated annual report and notice of AGM will be posted on or about 7 November 2023 and a further
announcement will be released on the dispatch to shareholders of the integrated annual report and the notice of AGM.

The Company's report on corporate governance and the application of King IV principles have been published and are
available on the Company's website at https://rextrueform.com/wp-content/uploads/2023/11/AOE-2023-KING-IV-
APPLICATION-REGISTER.pdf.

The AGM will be held on Monday, 11 December 2023 at 11:00 am by way of electronic participation. The last day to
trade in order to participate in and vote at the AGM is Tuesday, 28 November 2023 and the record date for voting
purposes is Friday, 1 December 2023. Full details for purposes of electronic participation are set out in the notice of
AGM.

Shareholders are further notified that, in accordance with the JSE Listings Requirements, Rex Trueform's annual
compliance report in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Act 53 of 2003 (as
amended) has been published and is available on the website at https://rextrueform.com/wp-
content/uploads/2023/11/AOE-2023-BBEEE-COMPLIANCE-REPORT.pdf.
.

Modifications to the reviewed condensed consolidated financial statements for the year ended 30 June 2023
("Modifications")

The Modifications highlight the change between the audited annual financial statements and the reviewed condensed
consolidated financial statements published on 11 October 2023. The change relates to the 2023 figures on the
Statement of Profit or Loss and Other Comprehensive Income and the 2022 and 2023 figures on the Statement of
Financial Position and the Statement of Changes in Equity.
These changes had no impact on earnings per share, headline earnings per share, net asset value, profit after tax or
total comprehensive income for the year, or the Statement of Cash Flows. The only impact is between line items on
the Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive Income and the Statement
of Changes in Equity.

                                                                  Audited           Condensed
                                                                   Annual            Reviewed
                                                                Financial           Financial
                                                               Statements          Statements          Difference
                                                                    Group               Group               Group
                                                                     2023                2023                2023
                                                                    R'000               R'000               R'000
 Statement of Financial Position

 Non - Current Assets - Loans receivable ^                              -                  88                (88)
 Current Assets - Loans receivable ^                                   88                   -                  88

 Statement of Profit or          Loss    and      Other
 Comprehensive Income

 Net foreign exchange gain *                                        8,385                   -                8,385
 Fair value gains on contingent consideration *                     8,500                   -                8,500
 Other operating costs *                                          408,456             391,565               16,891

 Statement of Changes in Equity

 Share Capital #                                                        -               9,713              (9,713)
 Ordinary Share Capital #                                           9,163                   -                9,163
 Preference Share Capital #                                           550                   -                  550
 Share-based payment and other reserves #                               -               2,852              (2,852)
 Other Reserves >                                                     111                   -                  111
 Share-based payment reserves >                                     2,743                   -                2,743
 Retained Earnings ~                                              204,598             202,901                1,697
 Non-controlling Interest ~                                       219,958             218,374                1,584

                                                                  Audited           Condensed           Difference
                                                                   Annual            Reviewed
                                                                Financial           Financial
                                                               Statements          Statements
                                                                    Group               Group               Group
                                                                     2022                2022                2022
                                                                    R'000               R'000               R'000
 Statement of Changes in Equity

 Share Capital #                                                         -               9,713             (9,713)
 Ordinary Share Capital #                                            9,163                   -               9,163
 Preference Share Capital #                                            550                   -                 550
 Share-based payment and other reserves #                                -            (13,776)              13,776
 Other Reserves >                                                 (16,516)                   -            (16,516)
 Share-based payment reserves >                                      2,743                   -               2,743
 Retained Earnings ~                                               156,265             156,792               (527)
 Non-controlling Interest ~                                        183,004             183,475               (471)

^ This relates to a reclassification of a loan receivable from non-current to current based on the terms of the loan as
disclosed in the annual financial statements.

* Net foreign exchange gain and fair value gains on contingent consideration are noted separately in the audited annual
financial statements. However, these items were consolidated as part of other operating costs in the reviewed
condensed consolidated Statement of Profit or Loss and Other Comprehensive Income.

# Ordinary share capital and preference share capital are noted separately in the audited financial statements. However
these items were consolidated as part of share capital in the reviewed condensed consolidated Statement of Financial
Position and the Statement of Changes in Equity.

> Other reserves and share-based payment reserves are noted separately in the audited financial statements, however
these items were consolidated as part of other reserves and share-based payment reserves in the reviewed condensed
consolidated Statement of Changes in Equity.

~ Retained earnings and non-controlling interest in the reviewed condensed consolidated Statement of Changes in
Equity contained a calculation error corrected in the audited annual financial statements. This has no impact on the
Statement of Financial Position as the Statement of Financial Position was accurately disclosed.

3 November 2023


Sponsor
Java Capital

Date: 03-11-2023 05:40:00
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