Balwin Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 2003/028851/06
Share code: BWN
ISIN: ZAE000209532
(“Balwin” or “the Company” or “the Group”)

Amendments to the notice of annual general meeting (“AGM”)


1. Introduction

   1.1 Shareholders are referred to the notice of AGM and form of proxy which was distributed
       to shareholders with the Integrated Annual Report on 22 May 2023 (“Original Notice of
       AGM”).

   1.2 Shareholders are advised that, since the publication thereof, the Original Notice of
       AGM has been amended and a revised notice of AGM (“Revised Notice of AGM”) will
       be distributed to shareholders today, 20 July 2023.

   1.3 The reasons for the Revised Notice of AGM are as follows:

       1.3.1   An additional ordinary resolution (ordinary resolution number 12) has been
               included for consideration by shareholders in respect of the Broad-Based Black
               Economic Empowerment (“B-BBEE”) Transaction approved by shareholders of
               the Company through a circular dated 26 July 2021 (“B-BBEE Transaction”). The
               rationale for the inclusion of the additional ordinary resolution number 12 is
               provided in (2) and (3) below.

       1.3.2   Special resolution number 1 has been amended in respect of the
               recommended increase in the remuneration for non-executive directors
               (“NEDs”), which has been reduced from 6% in the Original Notice of AGM to 5%
               in the Revised Notice of AGM. Following further consideration by the Board of
               Directors (“the Board”) with respect to the proposed increase in the
               remuneration of NEDs, the Board have determined the revised increase to be
               appropriate. The proposed remuneration of NEDs would accordingly also be
               amended in the Remuneration Policy as contained on page 97 of the 2023
               Integrated Annual Report of the Company.

       1.3.3   The revised form of proxy accompanies the Revised Notice of AGM,
               incorporating the additional ordinary resolution number 12.

2. B-BBEE Transaction

   2.1 In respect of the Regulations published in terms of the B-BBEE Act No. 53 of 2003, the B-
       BBEE Transaction was registered as a “Major B-BBEE Transaction” with the Broad-Based
       Black Economic Empowerment Commission (“the Commission”).

   2.2 Following its assessment of the B-BBEE Transaction, the Commission requested that
       certain terms of the B-BBEE Transaction be amended in order to ensure, in the view of
       the Commission, closer alignment with the B-BBEE Act and the B-BBEE Codes of Good
       Practice (“Proposed Amendments”).
                                                                   Balwin Properties Limited
                                           Amendments to Notice of Annual General Meeting

   2.3 While remaining fully confident of the legality of the terms of the B-BBEE Transaction in
       substance and in form, and after taking external legal advice in respect of same, the
       Board agreed to the Proposed Amendments in order to bring the Commission’s
       assessment of the B-BBEE Transaction to a close.

3. Salient Terms of the Proposed Amendments

   3.1 B-BBEE Shareholder Lock-in

      3.1.1   As outlined in the Relationship Agreement, Tatovect is subject to a lock-in
              (“Lock-In”) in terms of which Tatovect may not, for a period of 10 years relative
              to the closing of the B-BBEE Transaction (“Lock-In Period”), dispose of or
              encumber its shares in the Company or allow the shareholders in Tatovect to
              dispose of or encumber their shares in Tatovect without the prior written consent
              of the Company (“Original Lock-In Provisions”).

      3.1.2   In terms of the Proposed Amendments, and with the intention of retaining what
              amounts to an effective lock-in which serves the same function as the Original
              Lock-In Provisions, the B-BBEE Transaction parties agreed on the following
              amendments to the Relationship Agreement –

              3.1.2.1   to remove the Original Lock-In Provisions; and

              3.1.2.2   to replace same with a mechanism whereby Tatovect shall be
                        required, as a condition to the implementation of an exit during the
                        Lock-In Period, to –

                        3.1.2.2.1   settle its obligations owing to the Company under the Loan
                                    Agreement (including its obligations to repay all loan
                                    outstandings) in full; and

                        3.1.2.2.2   pay to the Company an amount equal to the 20% discount
                                    (relative to the Volume Weighted Average Price of the
                                    Company's listed shares) initially granted to Tatovect (i.e.
                                    to refund such discount to the Company in the event of an
                                    'early exit').

   3.2 Consent rights of the Company

      3.2.1   In terms of the Relationship Agreement, the Company has certain consent rights
              ("Consent Rights") which are aimed at preserving, for the duration of the Lock-
              In Period (i) the shareholding of Tatovect in the Company (subject to the terms
              of the Relationship Agreement); (ii) the shareholding within Tatovect itself; and
              (iii) the corporate structure and board of directors of each of Tatovect and its
              shareholders (“Restricted Matters”).

      3.2.2   In terms of the Proposed Amendments, the B-BBEE Transaction parties agreed
              on the following amendments to the Relationship Agreement –

              3.2.2.1   the removal of the Consent Rights in their current form; and

              3.2.2.2   rewording the relevant clauses to provide that, instead of Tatovect
                        requiring the Company’s consent before undertaking Restricted
                        Matters, Tatovect (and each Tatovect shareholder) simply undertakes
                                                                   Balwin Properties Limited
                                           Amendments to Notice of Annual General Meeting

                        not to implement any Restricted Matters for the duration of the Lock-In
                        Period.

   3.3 The Proposed Amendments are not considered to constitute material amendments to
       the initial agreements or the B-BBEE transaction terms as previously approved by the
       shareholders, or have any financial impact on the initial transaction.

4. Documents available for inspection

   4.1 The following documents, or copies thereof, will be available for inspection at the
       Company’s registered office from Thursday, 20 July 2023 until the date of the AGM,
       Friday, 18 August 2023 (both days inclusive):

       4.1.1    A copy of the marked-up Relationship Agreement to the B-BBEE Transaction
                reflecting the Proposed Amendments;

       4.1.2    2023 Integrated Annual Report of Balwin (and the complete annual financial
                statements for the year ended 28 February 2023).

The Revised Notice of AGM and revised form of proxy, reflecting the additional ordinary
resolution number 12 and revised special resolution number 1, are available on the Company’s
website     at  https://balwin.co.za/balwin-corporate/investor-relations/integrated-annual-
reports.

Shareholders are reminded that they can submit proxy forms or withdraw proxy forms already
submitted and provide amended proxy forms at any time prior to the voting on any resolution
proposed at the AGM.


Corlett Drive
20 July 2023

Sponsor:
Investec Bank Limited