[Last updated: 1 February 2026, unless otherwise noted]

To qualify for listing on the Main Board of the JSE, the applicant company typically must satisfy the following criteria:

Listing Criteria

An applicant seeking a listing must:

• Submit audited financial statements for the preceding three financial years, unless an exemption applies.
• Have (i) reported, in its most recent financial year, a profit of at least R 15 million (approx. US$908,400) before taxation and after taking account of the headline earnings adjustment on a pre-tax basis, and have an existing net asset value of at least R 50 million (approx. US$3.03 million) (excluding minority interests); or (ii) an existing net asset value of at least R 500 million (approx. US$30.28 million) excluding minority interests.
• For a period of at least 12 months, have had control over or a reasonable spread of direct interest in, the majority of its assets.
• Have, on listing, a minimum of 25 million equity shares in issue.
• Have, on listing, a free float of at least 10% of each class of equity securities held by public shareholders at all times, representing at least 100 shareholders.

Exemption from Audited profit history / developmental stage listing

The applicant issuer is exempt from the requirement to provide audited financial statements for the preceding three years if it:

• Has either (i) in its most recent financial year, audited financial statements reporting a minimum profit of R 15 million (approx. US$908,400) before tax, after taking account of the headline earnings adjustment, and (ii) has an existing net asset value of at least R 50 million (approx. US$3.03 million) (excluding minority interests).
• Can illustrate that its underlying assets or companies are in a similar line of business and are dependent on one another or are complimentary, enabling it to meet the required profit and net asset value thresholds set out above.
• Can demonstrate at least one of the underlying assets or companies would qualify for a listing on the Main Board in its own right.

Development stage companies, property companies, mining/oil and gas companies and investment entities may rely on certain exemptions to the Historical Financial Information and Profit History requirements set out above, in limited circumstances. Relaxed listing criteria also apply to special acquisitions companies (SPACs).

[Last updated: 1 February 2026, unless otherwise noted]

Pre-Listing Statement. While the revised JSE Listings Requirements have moved away from long, itemized lists of required information, the pre-listing statement is still expected to cover (at an appropriate level of detail) the same type of information.

A pre-listing statement must provide:

• Full information to holders of securities and investors to allow them to make an informed investment decision.
• Not omit material information – however the JSE may, on application allow for the omission of information or a material contract in limited circumstances and as provided for in the Listings Requirements.
• Not include false or misleading statements.
• Be approved by the JSE and comply with the corporate action timetables.

The Listings Requirements do not set out a prescribed format for a pre-listing statement. However, the pre-listing statement must include the information contained Appendix 1 to the Listings Requirements. Applicant issuers are also required to submit Part I documents as prescribed by the Listings Requirements (available here on the JSE’s website) before formal approval of the listing will be granted and Part II documents no later than 48 hours before the date of listing (unless otherwise agreed by the JSE in terms of the listing timetable).

Prospectus requirements.Should an applicant decide to list on the Main Board through an offer of securities to the public, within the meaning of the Companies Act, that offer must be accompanied by a registered prospectus complying with the requirements for a pre-listing statement as set out above and the additional requirements set out in the Companies Act for a prospectus. If a pre-listing statement includes a prospectus, the cover page of that prospectus should confirm that Companies and Intellectual Property Commission (CIPC) has filed (approved) the prospectus.

In circumstances where an offer is not an offer to the public, the applicant will not be required to file and issue a prospectus in compliance with the Companies Act. However, the applicant is still required to issue a pre-listing statement in compliance with the JSE's listing requirements.

[Last updated: 1 February 2026, unless otherwise noted]

The JSE will review the prospectus, application forms and relevant announcements. If the offer is to be made to the public, the prospectus must, in addition to compliance with the requirements of the JSE, be registered with the CIPC, which will expand the timeline. The following is a fairly typical process and timetable for a listing of a company on the JSE via an underwritten non-public offering in South Africa.

Link to Chart

Fast-track listing

The JSE allows for a fast-track secondary listing process for a company which has had a primary listing on an approved exchange (currently Euronext (Amsterdam, Brussels, Paris, Dublin, Milan, Lisbon and Oslo), the Australian, London, New York, Toronto, Frankfurt and Luxembourg Stock Exchanges as well as the Nasdaq Stock Market, the Hong Kong Exchanges and Clearing Ltd and Tadawul (Saudi) Exchange) for at least 12 months prior to the proposed secondary listing. This allows the applicant to publish a pre-listing announcement (rather than a full pre-listing statement), subject to a shorter list of requirements.

[Last updated: 1 February 2026, unless otherwise noted]

Requirements for public companies include:

• Complying with provisions of King V.
• A policy evidencing a clear balance of power and authority at the board of directors level.
• Appointment of an audit committee, remuneration committee and social and ethics committee and their composition.
• Classification of directors as executive, non-executive and independent non-executive, fit and proper assessments for directors and rotating non-executive directors.
• Policy on the promotion of broader diversity at board level.
• Appointment of a chief executive officer, a chairman and a company secretary.
• Remuneration policy and implementation report to be tabled at the annual general meeting for non-binding vote.

A listed company has continuing disclosure and reporting obligations under the JSE's listing requirements.

Foreign companies seeking a listing on the JSE must obtain the approval of the exchange control department of the South African Reserve Bank.

[Last updated: 1 February 2026, unless otherwise noted]

A company seeking to list must pay both initial listing fees and annual fees. The initial listing fee ranges from approx. R 1,968.83 to R 4,098,624.14 (including VAT) (approx. US$119 to US$248,213). Additional shares listed subsequently will require additional payments. The annual fees range from a minimum fee of approx. R 70,015.00 (including VAT) (approx. US$4,240) to a maximum fee of approx. R 632,225.00 (including VAT) (approx. US$38,288). All new listings are subject to a new listing documentation fee of R 131,333.31 (including VAT) (approx. US$7,954), with additional documentation fees being applicable to mining and real estate companies. Where specific securities have only a secondary listing on the JSE, 75% of the annual listing fee, calculated as described above, is payable.