Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number 1995/010442/06
Share Code: BRT ISIN: ZAE000015277
Share Code: BRN ISIN: ZAE000015285
(“Brimstone” or “the Company”)

A PROPOSED SPECIFIC REPURCHASE, NO CHANGE STATEMENT, NOTICE OF ANNUAL
GENERAL MEETING AND ANNUAL COMPLIANCE REPORT

Specific Repurchase

1. Introduction

    Brimstone has in place a share incentive plan known as the Brimstone Investment Corporation Limited
    Forfeitable Share Plan (“FSP”), in terms of which employees and executive Directors (“Participant/s”)
    have an opportunity to receive “N” ordinary shares in the Company through the award of performance
    shares and/or bonus shares (“Forfeitable Shares”).

    Shareholders are advised that the board of Brimstone proposes a specific repurchase of vested
    Forfeitable Shares from Participant/s (“the Specific Repurchase”), at the Company’s annual general
    meeting (“AGM”) to be held at 10:30 on Monday, 29 May 2023.

    The Specific Repurchase is subject to the provisions of the Memorandum of Incorporation of the
    Company, the Companies Act, No. 71 of 2008 (“the Companies Act”) and the JSE Limited (“JSE”)
    Listings Requirements, where applicable.

2. Terms of the Specific Repurchase

    2.1.   The Specific Repurchase will be effected by Septen Investments Proprietary Limited, a wholly
           owned subsidiary of Brimstone, through the repurchase of vested Forfeitable Shares from
           Participants for cash.

    2.2.   The maximum number of Forfeitable Shares to be repurchased in respect of the Specific
           Repurchase will not exceed 2 085 520 Forfeitable Shares, being the number of Forfeitable
           Shares that may vest in February 2024, and representing 0.93% of the Company’s current
           issued “N” ordinary share capital.

    2.3.   The exact Specific Repurchase price cannot be determined at this stage as the value of the
           shares in 2024 is unknown, however, the price will be based on the volume weighted average
           price of Brimstone “N” ordinary shares traded on the JSE over the 30 business days prior to the
           date of vesting of the Forfeitable Shares and will not be at a premium or a discount, as agreed
           in writing between the Company's wholly owned subsidiary and the relevant Participant.

    2.4.   Following the Specific Repurchase, the repurchased Forfeitable Shares will be held as treasury
           shares by the Company’s wholly owned subsidiary and would be subsequently issued by the
           FSP for settlement of new awards made by the FSP.

    2.5.   After the Specific Repurchase, 13 947 347 “N” ordinary shares will be held as treasury shares.

    2.6.   The special resolution proposing the Specific Repurchase, which includes full details of the
           Specific Repurchase as required by the JSE Listings Requirements and the Companies Act, is
           contained in the notice of AGM which forms part of the Company’s integrated report for the year
           ended 31 December 2022.
3. Impact of the Specific Repurchase on financial information

    3.1.   The maximum Specific Repurchase price cannot be determined at this stage, however based
           on an indicative value of R5.93 per Brimstone “N” ordinary share (being the volume weighted
           average price of Brimstone “N” ordinary shares traded on the JSE over the 30 business days
           up to and including 31 March 2023), the maximum Specific Repurchase price would be
           approximately R12 372 373.08.

    3.2.   The Company’s cash balance will decrease in the 2024 financial year by the aggregate Specific
           Repurchase price as a result of the Specific Repurchase. The repurchased Forfeitable Shares
           will continue to be held as treasury shares and there will be no change to the financial
           information.

No change statement

Further to Brimstone's reviewed provisional condensed consolidated financial results for the year ended 31
December 2022 published on SENS on 7 March 2023 (“Reviewed Provisional Results”), the integrated
report for the year ended 31 December 2022 and notice of AGM were dispatched to shareholders on 24
April 2023. The audited consolidated annual financial statements forming part of the integrated report
contain no material modifications to the Reviewed Provisional Results.

The integrated report, together with the audited consolidated annual financial statements and the auditor’s
unmodified audit opinion by Ernst & Young Inc., which contains the key audit matters, are available on the
Company’s website at https://www.brimstone.co.za/investor-relations/results-reports/ and for inspection at
Brimstone’s registered office, 1st Floor, Slade House, Boundary Terraces, 1 Mariendahl Lane, Newlands.

Details of the AGM

The AGM of Brimstone shareholders will be conducted entirely by electronic communication at 10:30 on
Monday, 29 May 2023 to transact the business as stated in the notice of AGM forming part of the integrated
report.

Shareholders or their duly appointed proxy(ies) who wish to participate in the AGM via electronic
communication must either 1. register online using the online registration portal at
https://meetnow.global/za; or 2. apply to Computershare Investor Services (Pty) Ltd (“Computershare”),
by delivering the duly completed electronic participation form to: First Floor, Rosebank Towers, 15
Biermann Avenue, Rosebank 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the
shareholder), or sending it by email to proxy@computershare.co.za so as to be received by Computershare
by no later than 10:30 on Thursday, 25 May 2023. The electronic participation form can be found as an
insert to the notice of AGM.

Salient dates and times

The salient dates and times for the Specific Repurchase and the AGM are as follows:

  Record date for determining which shareholders are entitled to receive the              Friday, 14 April 2023
  notice of AGM
  Notice of AGM distributed to shareholders on                                          Monday, 24 April 2023
  Last day to trade to be eligible to attend, participate and vote at the AGM           Tuesday, 16 May 2023
  Record date to attend, participate and vote at the AGM                                  Friday, 19 May 2023
  Forms of proxy to be lodged by 10:30 on                                              Thursday, 25 May 2023
  AGM to be held at 10:30 on                                                            Monday, 29 May 2023
  Results of AGM to be released on SENS on or about                                     Monday, 29 May 2023
  Specific Repurchase to be effected on or about                                          Friday, 31 May 2024
Annual compliance report

Shareholders are advised that the Company’s annual compliance report in terms of section 13G(2) of the
Broad-Based Black Economic Empowerment Amendment Act, No 46 of 2013, is available on the Company’s
website at https://www.brimstone.co.za/about/who-we-are/.


Cape Town
24 April 2023

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited