Unless otherwise defined in this announcement, words and expressions contained herein shall have the same meanings as assigned to them in the Updated Announcement and Circular referred to below.

1. INTRODUCTION

1.1.       Shareholders are referred to (i) the announcement released on the Stock Exchange News Service (“SENS”) on Friday, 4 July 2025 (“Original Announcement”) in respect of the Initially Proposed Transactions concluded between HCI, its wholly owned subsidiary Squirewood Investments 64 Proprietary Limited (“Squirewood”) and the Southern African Clothing and Textile Workers’ Union (“SACTWU” or the “Union”), a material shareholder of HCI, and (ii) the subsequent announcement released by HCI on the SENS, on 29 September 2025 (“Updated Announcement”) in terms of which, Shareholders were advised that the Initially Proposed Transactions have been amended to the Revised Proposed Transactions comprising of:

(a)          a share purchase agreement (“Squirewood Cash Purchase Agreement”) in terms of which, inter alia, Squirewood will purchase 1,100,000 HCI Shares beneficially owned by SACTWU for a purchase price of R131.00 per HCI Share and an aggregate consideration of R144,100,000 (the “Squirewood Cash Purchase”);

(b)         an implementation agreement (“Implementation Agreement”) which, inter alia, regulates the overarching terms applicable to the Property Company Purchase, the Squirewood Subscription and the Cession (each as defined below);

(c)          a sale of shares and claims agreement (“Property Company Purchase Agreement”) in terms of which, inter alia, HCI will sell its shares in and shareholder loan claims against three wholly-owned subsidiaries in the HCI group, being Gallagher Estate Holdings Proprietary Limited (“GEH”), HCI Rand Daily Mail Proprietary Limited (“RDM”) and HCI Solly Sachs House Proprietary Limited (“SSH”) (collectively, the “Subject Companies”) to SACTWU for an aggregate consideration of R549,724,863 (the “Property Company Purchase”);

(d)         a subscription agreement (“Subscription Agreement”) in terms of which, inter alia, (i) the Squirewood Share Purchase Agreement was cancelled and (ii) SACTWU shall subscribe for shares in the issued share capital of Squirewood resulting in SACTWU holding 54.5% of the total issued shares of Squirewood, for an aggregate consideration of R888,755,872 (“Squirewood Claim”), which consideration shall remain owing on loan account (the “Squirewood Subscription”);

(e)          an option agreement (“Squirewood Option Agreement”) in terms of which, inter alia, SACTWU shall grant Squirewood an option to purchase 16,012,469 HCI Shares beneficially owned by SACTWU for a purchase price of R131.00 per HCI Share (“Squirewood Option”), which consideration shall (to the extent the Squirewood Option is exercised by Squirewood) be automatically set off against the Squirewood Claim and the balance shall remain owing on loan account (“SACTWU Claim”); and

(f)          a cession agreement (“Cession Agreement”) in terms of which, inter alia, SACTWU shall cede and assign its rights to receipt of:

(i)        a portion of the purchase consideration payable to it in terms of the Squirewood Option Agreement equal to R549,724,863, if the Squirewood Option is exercised in respect of the Squirewood Option Agreement; or

(ii)      a loan amount advanced by SACTWU with a face value of R549,724,863, if the Squirewood Option is not exercised in respect of the Squirewood Option Agreement,

in full and final settlement of HCI’s right to claim payment of the purchase consideration payable to it in terms of the Property Company Purchase (the “Cession”).

1.2.       Shareholders are further referred to the announcement published on 1 December 2025 in terms of which Shareholders were advised of a dispensation granted to the Company from compliance with the 60 day period for the distribution of the circular to Shareholders.

1.3.       As noted in the Updated Announcement, the Revised Proposed Transactions are subject to the fulfilment or waiver (as the case may be) of certain suspensive conditions, including, inter alia, all necessary Shareholder approvals and/or resolutions as may be necessary to give effect to same.

2. DISTRIBUTION OF THE CIRCULAR AND NOTICE OF GENERAL MEETING

Shareholders are hereby advised that a circular (“Circular”) setting out the full details of the Proposed Transactions, including but not limited to:

(a)              the Independent Expert’s opinion in respect of the Property Company Purchase, the Squirewood Subscription and the Cession;

(b)             the Reporting Accountant’s assurance report on the pro forma financial information included in the Circular;

(c)              the salient dates and times relating to the Proposed Transactions; and

(d)             the necessary forms in order to effect the Proposed Transactions,

has been published on HCI’s website (https://www.hci.co.za/shareholder-circulars/) and was distributed today, Monday, 15 December 2025 to those Shareholders recorded in HCI’S securities register on Friday, 5 December 2025.

The Circular includes a notice convening a general meeting of the Shareholders which is to be held at the registered offices of HCI, Suite 801, 76 Regent Road, Sea Point, 8005 on Thursday, 29 January 2026 at 10h00 (South African Standard Time) at which general meeting, HCI Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the resolutions set out in the notice of General Meeting.

HCI is making provision to allow Shareholders (including proxies) who cannot attend the in-person general meeting to participate in the meeting by way of electronic communication as permitted by the Companies Act and HCI’s memorandum of incorporation. Shareholders are referred to the “Action Required by Shareholders” section of the Circular for information on the procedure to be followed by Shareholders in order to participate in, and to exercise their votes at the General Meeting, whether in person or by way of electronic communication.

The Circular includes a notice convening a general meeting of the Shareholders which is to be held at the registered offices of HCI, Suite 801, 76 Regent Road, Sea Point, 8005 on Thursday, 29 January 2026 at 10h00 (South African Standard Time) at which general meeting, HCI Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the resolutions set out in the notice of General Meeting.

HCI is making provision to allow Shareholders (including proxies) who cannot attend the in-person general meeting to participate in the meeting by way of electronic communication as permitted by the Companies Act and HCI’s memorandum of incorporation. Shareholders are referred to the “Action Required by Shareholders” section of the Circular for information on the procedure to be followed by Shareholders in order to participate in, and to exercise their votes at the General Meeting, whether in person or by way of electronic communication.

3. IMPORTANT DATES AND TIMES

The salient dates and times pertaining to the General Meeting and the Proposed Transactions are set out below and are also contained in the Circular:

 

	2025
Record date for HCI Shareholders to be recorded in the Register in order to receive this Circular	Friday, 5 December
Circular incorporating the Notice of General Meeting and Form of Proxy (yellow), distributed to HCI Shareholders on	Monday, 15 December
Announcement of distribution of Circular and notice convening the General Meeting released on SENS on	Monday, 15 December
2026
Last day to trade HCI Shares in order to be recorded in the Register to vote at the General Meeting (see note 2 below) on	Tuesday, 13 January
Record date for a Shareholder to be registered in the Register in order to be eligible to attend and participate in the General Meeting and to vote thereat, by close of trade on	Friday, 16 January
Forms of proxy (yellow) in respect of the General Meeting to be lodged, for administrative purposes, by 10h00 on	Wednesday, 28 January
Forms of Proxy (yellow) not lodged with the Transfer Secretaries, are to be handed/e-mailed to the chairperson of the General Meeting before the proxy exercises the rights of the Shareholder at the General Meeting held at 10h00 on	Thursday, 29 January
General Meeting held at 10h00 on	Thursday, 29 January
Results of the General Meeting published on SENS on	Thursday, 29 January

 

Notes:

1. The above dates and times are subject to amendment at the discretion of HCI (and to the extent necessary, with the approval of the JSE). Any such amendment will be released on SENS.
2. Shareholders should note that as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Shareholders who acquire Shares after close of trade on Tuesday, 13 January 2026 will not be eligible to attend at, participate in and to vote at the General Meeting.
3. All dates and times indicated above are South African Standard Times.
4. Share certificates may not be dematerialised or rematerialized between Tuesday, 13 January 2026 and Friday, 16 January 2026 (both dates inclusive).

 

Cape Town

15 December 2025