Blue Label Telecoms Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2006/022679/06)
JSE share code: BLU
ISIN: ZAE000109088
(“Blue Label”, “BLT” or “the Company”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Cautionary announcement regarding a strategic review and proposed restructure of Blue Label

1. Background

    Shareholders are advised that Blue Label is considering various strategic options and initiatives to
    unlock and deliver value to its shareholders.

    In the consideration of these strategic options in relation to its subsidiaries and associates (the
    “Group”), Blue Label is exploring a potential restructure of the Group. This proposed restructure
    will assist in facilitating a separation and potential future listing of Cell C Limited (“Cell C”) on the
    Prime Segment of the Main Board of the Johannesburg Stock Exchange, the securities exchange
    operated by the JSE Limited (“JSE”).

    The proposed restructure is expected to encompass various ancillary transactions, aimed at
    optimising Cell C’s capital structure and balance sheet in preparation for a potential separation and
    future listing on the JSE. Should Blue Label elect to implement the proposed restructure, it is
    envisaged that the various restructuring steps will be inter-conditional and contingent upon the
    potential listing of Cell C. The implementation of the restructure and potential listing will remain
    subject to, among other conditions, approval by the boards of Blue Label and Cell C, requisite
    shareholder and regulatory consents, and favourable market conditions. Further details of the
    proposed restructure will be communicated once this workstream has been sufficiently progressed.

2. Rationale for the proposed restructure of the Group

    The proposed restructure of the Group is expected to deliver significant benefits for the Company
    and its shareholders. Should the proposed restructure of the Group be implemented, it will facilitate
    a separation and potential future listing of Cell C from Blue Label’s existing distribution businesses,
    allowing investors to independently assess the value and strategic focus of each business.

3. Proposed inter-conditional restructure of the Group

    Key components of the proposed restructure include:

    • Airtime asset transfer: The Prepaid Company Proprietary Limited (“TPC”), a wholly owned
      subsidiary of Blue Label which holds shares and debt claims in Cell C, will transfer Cell C airtime
      currently held by TPC on its balance sheet to Cell C in exchange for newly issued additional
      equity in Cell C.
    • Debt-to-equity conversion: TPC’s outstanding debt claims against Cell C will be capitalised
      and converted into equity, further reducing Cell C’s leverage.
    • Acquisition of Comm Equipment Company Proprietary Limited (“CEC”): Cell C will acquire
      100% of CEC (a wholly owned subsidiary of Blue Label) from TPC in exchange for additional
      Cell C shares. CEC is a subsidiary responsible for Cell C’s postpaid offerings. The
      internalisation will enable Cell C to assume full responsibility over its postpaid customer base,
       including oversight of supply chain, commercial operations, marketing, billing, credit, and
       collections.
     • SPV restructure: The Special Purpose Vehicles (“SPVs”) currently holding equity interests in
       Cell C will also be restructured as part of the broader initiative, aligning their ownership
       structures with the redefined capital framework.

    Overall, the restructure is intended to streamline operations, improve financial sustainability, and
    enhance Cell C’s strategic readiness for long-term growth and potential listing.

4. Overview of Cell C

    Cell C is a telecommunications and technology company within the South African market with a
    highly recognisable brand and strong market presence. Cell C has a diversified business model
    across its retail and wholesale businesses and is the leading enabler of mobile virtual network
    operators in South Africa. Cell C has taken a capital light approach to its mobile network, utilising
    its own spectrum assets in combination with physical network infrastructure owned by other mobile
    network operators. Going forward, Cell C will leverage the flexibility that comes with its capital light
    model and the ability to roam across partner networks and will invest further to enhance customer
    offerings and experience.

    Over the past 24 months, the strengthened Cell C executive management team has been able to
    successfully return the Cell C business to a strong growth trajectory with significant improvement
    in both operational and financial metrics, driving the sustainable growth and profitability of Cell C
    going forward.

The proposed inter-conditional restructure of the Group, as well as the potential future listing of Cell C,
may have a material effect on the price of the securities of Blue Label. As the terms and conditions of
the proposed restructure of the Group, as well as ancillary transactions, are still being developed with
the Group’s financial advisers and are subject to ongoing engagement and approvals by the Board of
Directors of Blue Label, Blue Label’s shareholders are advised to exercise caution when dealing in the
Company’s shares until a further announcement is made.

Shareholders are advised that Blue Label expects to release its financial results for the financial year
ended 31 May 2025 on SENS on or about 27 August 2025, followed by an online results presentation.
Further details will be provided in due course.

By order of the Board of Directors of Blue Label
Sandton
16 May 2025

JSE Equity Sponsor to Blue Label
Investec Bank Limited

Transaction Sponsor to Blue Label and Cell C
Rand Merchant Bank (A division of FirstRand Bank Limited)
Forward-looking information contained in this announcement

This announcement contains certain forward-looking statements which relate to the Group’s possible
future actions, long-term strategy, performance, liquidity position and financial position. All forward-
looking statements are solely based on the views and considerations of the Board, and in particular as
at the date hereof. These statements involve risk and uncertainty as they relate to events and depend
on circumstance that may or may not occur in the future. These forward-looking statements have not
been reviewed or reported on by the Group’s external auditors.

The Company and its affiliates expressly disclaim any obligation or undertaking to update, review or
revise any forward-looking statement contained in this announcement whether as a result of new
information, future developments or otherwise, and the distribution of this announcement shall not be
deemed to be any form of commitment on the part of the Company to proceed with the proposed
restructure or to facilitate a separation and potential future listing of Cell C or any transaction or
arrangement referred to therein.

Important Information

The information contained in this announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute or form part of any offer or invitation to sell or issue, any offer
or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer
to purchase or subscribe for, any shares or securities in the Company, Cell C or in any other entity in
any jurisdiction.

This announcement is not for release, publication, or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any State of the United States and the District
of Columbia), Australia, Canada or Japan or any other jurisdiction if such distribution is restricted or
prohibited by, or would constitute a violation of, the relevant laws or regulations of such jurisdiction. If
the distribution of this announcement and any accompanying documentation in or into any jurisdiction
outside of South Africa is restricted or prohibited by, or would constitute a violation of, the laws or
regulations of any such jurisdiction, such document is deemed to have been sent for information
purposes only and should not be copied or redistributed. Further, any persons who are subject to the
laws of any jurisdiction other than South Africa should inform themselves about, and observe, any
applicable requirements or restrictions. Any failure to comply with the applicable requirements or
restrictions may constitute a violation of the securities laws of any such jurisdiction.

If any securities of any member of the Group, or Cell C, are offered in connection with the transactions
contemplated in this announcement (if they proceed) such securities (the ‘Securities’) will not be,
registered under the United States Securities Act of 1933 (the ‘Securities Act’). The Securities may not
be offered or sold in the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be no public offer of securities
in the United States, Canada, Australia and Japan.

In the United Kingdom, this communication is only directed at persons who are ‘qualified investors’
within the meaning of Article 2(e) of Regulation EU 2017/1129 as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 who are also; (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the ‘Order’); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other
persons to whom it may be lawfully communicated (all such persons in (i), (ii) and (iii) above, together
being referred to as ‘relevant persons’). In the United Kingdom, any invitation, offer or agreement to
subscribe for, purchase or otherwise acquire Securities will be engaged in only with relevant persons.
Any person in the United Kingdom who is not a relevant person should not act or rely on this
communication or any of its contents.
In any member state of the European Economic Area, this communication is only directed at qualified
investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129, and
no person that is not a qualified investor may act or rely on this communication or any of its contents.

This announcement does not constitute or form a part of any offer or solicitation or advertisement to
purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South
African Companies Act, No. 71 of 2008 (as amended) or otherwise (the ‘Act’) and will not be distributed
to any person in South Africa in any manner that could be construed as an offer to the public in terms
of the Act. Accordingly, this announcement does not constitute a ‘registered prospectus’ or an
‘advertisement’ relating to an ‘offer to the public’, as contemplated by the Act. No prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of
this information.

The contents of this announcement have not been reviewed by any regulatory authority, other than the
JSE. This announcement does not take into account the investment objectives, financial situation or
needs of any particular person. Further, the information contained herein is only preliminary and
indicative and does not purport to contain any information that would be required to evaluate the Group,
its respective financial position and/or any investment decision.

This announcement is not intended to provide, and should not be relied upon for, accounting, legal or
tax advice nor does it constitute a recommendation regarding any potential securities offering. In
particular, the information contained in this announcement constitutes factual information as
contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act,
No. 37 of 2002, as amended, and should not be construed as an express or implied recommendation,
guide or proposal that any investment in the Group or Cell C, is appropriate to the particular investment
objectives, financial situations or needs of any prospective investor, and nothing in this announcement
should be construed as constituting the canvassing for, or marketing or advertising of, financial services
in South Africa.