CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/027663/06)
JSE Share code: CGR
ISIN: ZAE000109203
(“Calgro” or “the Company” or “the Group”)


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


INTRODUCTION

In order to attract, retain and reward certain key employees of the Group (“Employees”), the
board of directors of Calgro (“Board”) proposes the adoption of the Calgro Share Incentive
Scheme (“the Scheme”). One of the main objectives of the Scheme is to reduce the risk of
losing Employees, whom the Board determines to be critical and key to the success of the
Group, from time to time, for a minimum period of 5 years, to ensure continuity and to better
align their interests with the interests of shareholders by providing them with the opportunity
to receive shares in Calgro through the award of options, each of which, when exercised, shall
entitle an Employee to receive one share per option awarded, at no cost, subject to the
provisions of the rules of the Scheme (“Scheme Rules”).

The adoption of the Scheme is subject to the approval of shareholders, by ordinary resolution
at a general meeting, in accordance with the JSE Listings Requirements. In order to be
approved, the ordinary resolution must be adopted with the support of at least 75% of the
voting rights exercised on such resolution, at the general meeting.

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

A circular (“Circular”), detailing the salient features of the Scheme and the Scheme Rules,
has been distributed to shareholders today, Wednesday, 5 April 2023. The Circular also
incorporates a notice convening a general meeting of shareholders (“General Meeting”) for
the purpose of considering, and, if deemed fit, passing, with or without modification, the
resolutions contained in such notice.

Notice is hereby given that the General Meeting will be held at 10:00 on
Wednesday, 10 May 2023, at the offices of the Company at Calgro M3 Building, Ballywoods
Office Park, 33 Ballyclare Drive, Bryanston, Sandton, to consider and, if deemed fit, to pass,
with or without modification, the requisite resolutions required for the adoption of the Scheme.

The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from today Wednesday, 5 April 2023 until Wednesday, 10 May 2023
(both days inclusive). A copy of the Circular will also be available on the Company’s website:
https://calgrom3.com/images/pdfs/circulars/Share%20Incentive%20Scheme%202023.pdf.
SALIENT DETAILS

Kindly note the following salient details:

 Issuer name                                                     Calgro M3 Holdings Limited
 Type of instrument                                                         Ordinary shares
 ISIN number                                                                 ZAE000109203
 JSE code                                                                               CGR
 Meeting type                                                               General Meeting
 Meeting venue                                              Calgro M3 Building, Ballywoods
                                                            Office Park, 33 Ballyclare Drive,
                                                                         Bryanston, Sandton
 Record date – to determine which shareholders                        Friday, 31 March 2023
 are entitled to receive the Circular (including the
 notice of General Meeting)
 Publication/posting date                                         Wednesday, 5 April 2023
 Last day to trade – Last day to trade to determine                 Tuesday, 2 May 2023
 eligible shareholders that may attend, speak and
 vote at the General Meeting
 Record date – to determine eligible shareholders                       Friday, 5 May 2023
 that may attend, speak and vote at the General
 Meeting
 Meeting deadline date (For administrative                             Monday, 8 May 2023
 purposes, forms of proxy for the General Meeting
 to be lodged)
 General Meeting date                                   10:00 on Wednesday, 10 May 2023
 Publication of results                                            Wednesday, 10 May 2023
 Website link                                          https://calgrom3.com/images/pdfs/cir
                                                        culars/Share%20Incentive%20Sche
                                                                           me%202023.pdf

Notes:

1. All of the above dates and times are subject to change. Any changes made 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 take place three Business Days
   after such trade. Therefore, persons who acquire shares after the last day to trade in order
   to be eligible to vote at the General Meeting, namely Tuesday, 2 May 2023, will not be
   able to vote thereat.

3. A Shareholder may submit the form of proxy at any time before the commencement of the
   General Meeting (or any adjournment of the General Meeting) or hand it to the chairman
   of the General Meeting before the General Meeting (or any adjournment of the General
   Meeting), provided that, should a shareholder lodge the form of proxy with the transfer
   secretaries less than 48 hours before the General Meeting, a shareholder will also be
   required to furnish a copy of such form of proxy to the chairman of the General Meeting
   before the appointed proxy exercises any of such shareholder’s rights at the General
   Meeting (or any adjournment of the General Meeting).

4. If the General Meeting is adjourned or postponed, form of proxy submitted for the initial
   General Meeting will remain valid in respect of any such adjournment or postponement.
5. All times given in this Circular are local times in South Africa.


Johannesburg
5 April 2023

Sponsor
PSG Capital