AYO TECHNOLOGY SOLUTIONS LIMITED
 (Incorporated in the Republic of South Africa)
 Registration number: 1996/014461/06
 Share Code: AYO
 ISIN ZAE000252441
 (“AYO” or “the Company”)


 RESPONSE BY AYO TECHNOLOGY SOLUTIONS LIMITED TO THE CENSURE IMPOSED BY THE JSE
 LIMITED ON MR KHALID ABDULLA AS PUBLISHED ON SENS



On 5 September 2023, the JSE Limited (“JSE”) published its censure (the “Censure”) imposed on Mr
Khalid Abdulla (“Mr Abdulla”), the current executive deputy chairman of AYO Technology Solutions
Limited (“AYO”), arising from its investigation into Mr Abdulla’s role in certain matters pertaining to AYO.

For the reasons set out in the Censure, the JSE found Mr Abdulla, in his capacity as a non-executive
director of AYO at the relevant time, to have breached the JSE Listings Requirements, and decided to
impose a public censure and a fine on Mr Abdulla (the “JSE Decision”). As set out below, the fine has
been suspended by the Financial Services Tribunal (“FST”) pending the outcome of Mr Abdulla’s
application for the reconsideration of the JSE Decision (the "Reconsideration Application").

The purpose of this statement is not to respond in detail to the Censure and/or the JSE Decision. These
are the subject of the Reconsideration Application which will be heard in the FST on 15 September
2023.   AYO will issue a detailed statement when the outcome of Mr Abdulla’s Reconsideration
Application is known. However, AYO considers it necessary to provide the market with additional
information and background on the matter.

A person aggrieved by a decision of the JSE may make application to the FST for the reconsideration
of such decision. However, the implementation of such decision is not automatically suspended while
the reconsideration application is pending. Accordingly, Mr Abdulla made an application to the FST for
the suspension of the JSE Decision (the “Suspension Application”). The purpose of Mr Abdulla’s
Suspension Application was to suspend the implementation of the JSE Decision pending the outcome
of his Reconsideration Application. Retired Judge Harms, the Deputy Chair of the FST, suspended the
financial penalty imposed by the JSE on Mr Abdulla and dismissed Mr Abdulla's application for the
suspension of the public censure imposed on him. Mr Abdulla then launched an urgent application
against the JSE in the Gauteng High Court, in which he sought to review and set aside the ruling of
Retired Judge Harms in the Suspension Application. It is this urgent application that Judge Wilson
dismissed on 5 September 2023.

As stated in the Censure, the Reconsideration Application will be heard on 15 September 2023, by a
three-member panel of the FST. In the Reconsideration Application, Mr Abdulla seeks to set aside the
JSE Decision on the merits. Should the FST do so, the jurisdictional fact required for the JSE Decision
on the sanction would not be satisfied and the administrative penalty should similarly be set aside. In
the event that the FST finds that the JSE made out a proper case in respect of some or all of the JSE’s
findings, Mr Abdulla contends that the JSE’s administrative penalty is inappropriate, disproportionate
and excessive in the circumstances of his case and that an appropriate administrative penalty would
be a private censure and a reduced fine.

AYO recognises the important role and function that the JSE plays in regulating the market, and the
need for compliance with the JSE Listing Requirements. Further, the accuracy and reliability of financial
information published by companies are of critical importance in ensuring a fair, efficient and transparent
market. The provisions of the JSE Listings Requirements, which impose various important obligations
on listed companies in respect of the disclosure of financial information, contributes to the integrity of
the market and promotes investor confidence.

AYO, however, also recognises the need for the legal process to follow its course. Accordingly, AYO
awaits the outcome of Mr Abdulla's Reconsideration Application in due course.

Mr Abdulla is a long-standing member of AYO’s board of directors and has made a significant
contribution to AYO over many years. The board of directors has supported Mr Abdulla through the
JSE investigation and legal process, and will continue to do so pending the final outcome of Mr Abdulla’s
Reconsideration Application.

Cape Town
6 September 2023

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