LIBERTY TWO DEGREES LIMITED                          LIBERTY GROUP LIMITED
(Incorporated in the Republic of South Africa)       (Incorporated in the Republic of South Africa)
(Registration number 2018/388906/06)                 (Registration number 1957/002788/06)
(Approved as a REIT by the JSE)                      (“LGL”)
Share code: L2D ISIN: ZAE000260576
(“L2D”)


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings
ascribed thereto in the Circular referred to below.

1. INTRODUCTION

    L2D Shareholders are referred to the Firm Intention Announcement released by L2D and LGL on
    SENS on Thursday, 27 July 2023 regarding the proposed Scheme between L2D and the L2D
    Shareholders, in terms of which LGL will acquire all the issued L2D Shares not already owned by LGL,
    excluding L2D Shares held by Liberty Holdings Limited (being the sole shareholder of LGL) and its
    Subsidiaries and L2D Shares that are held by Dissenting Shareholders.

2. POSTING OF CIRCULAR
   L2D Shareholders are advised that the Circular containing, inter alia, further details of the Scheme
   together with a Notice of General Meeting of L2D shareholders to be held for purposes of
   considering and, if deemed fit, passing the Resolutions that will, inter alia, approve the Scheme, was
   distributed to L2D Shareholders today, Friday, 25 August 2023.

    A copy of the Circular is available on L2D’s website at www.liberty2degrees.co.za.

3. NOTICE CONVENING THE GENERAL MEETING

    Notice is hereby given to L2D Shareholders that a General Meeting of L2D Shareholders will be held
    entirely electronically at 10:00 on Friday, 22 September 2023 (or any adjourned or postponed date
    determined in accordance with the provisions of section 64(11) of the Companies Act and the L2D
    MOI, read with the Listings Requirements) to consider and, if deemed fit, pass, with or without
    modification, the Resolutions set out in the Notice of General Meeting.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME


                                                                                                    2023
 Record date to determine which L2D Shareholders are eligible to receive                Friday, 18 August
 the Circular
 Circular distributed to L2D Shareholders and Notice of General Meeting                 Friday, 25 August
 published on SENS on
 Notice of distribution of the Circular and Notice of General Meeting                 Monday, 28 August
 published in the South African press on
 Last day to trade L2D Shares in order to be recorded in the Register to          Tuesday, 12 September
 attend, participate in and vote at the General Meeting (refer to note 2
 below)
 Record date for L2D Shareholders to be recorded in the Register in order           Friday, 15 September
 to be eligible to attend, participate in and vote at the General Meeting,
 being the "Voting Record Date", close of trade on

 Last day and time to lodge forms of proxy (yellow) with the Transfer           Wednesday, 20 September
 Secretaries, for administrative purposes, 10:00 on (refer to note 3 below)

 Last time for L2D Shareholders who wish to object to the Scheme to give            Friday, 22 September
 notice to L2D of their objections to the Scheme Resolution in terms of
 section 164(3) of the Companies Act, 10:00 on
 Forms of Proxy (yellow) not lodged with the Transfer Secretaries to be             Friday, 22 September
 submitted to the chairperson of the General Meeting at any time before
 the proxy exercises any rights of the L2D Shareholder at the General
 Meeting on
 General Meeting to be held, entirely electronically, at 10:00 on                   Friday, 22 September
 Results of the General Meeting released on SENS on or about                        Friday, 22 September
 Results of the General Meeting published in the South African press on or        Tuesday, 26 September
 about
 If the Scheme is approved by L2D Shareholders at the General Meeting:

 Last day for L2D Shareholders who voted against the Scheme to require                Monday, 2 October
 L2D to seek Court approval for the Scheme in terms of section 115(3)(a) of
 the Companies Act, if at least 15% of the total votes of L2D Shareholders at
 the General Meeting were exercised against the Scheme

 Last day for L2D Shareholders who voted against the Scheme to apply for a            Monday, 9 October
 Court to review the Scheme in terms of section 115(3)(b) of the Companies
 Act if less than 15% of the total votes of L2D Shareholders at the General
 Meeting were exercised against the Scheme
Last date for L2D to give notice of adoption of the Scheme Resolution to           Monday, 9 October
Dissenting Shareholders in accordance with section 164(4) of the
Companies Act
Assuming notice of adoption of the Scheme Resolution is given to                 Monday, 23 October
Dissenting Shareholders on Friday, 22 September 2023, being the last day
for Dissenting Shareholders to make a demand to L2D that L2D pay such
Dissenting Shareholders the fair value of all L2D Shares held by them, in
terms of section 164(7) of the Companies Act

The following dates assume that no Court approval of the Scheme is
required and that all Scheme Conditions are fulfilled or, if applicable,
waived by 26 October 2023. These dates will be confirmed in the
finalisation announcement if the Scheme becomes Operative:

TRP Compliance Certificate issued in terms of section 121(b) of the              Thursday, 26 October
Companies Act, expected on or about
Finalisation announcement with regard to the Scheme and Clean-Out                  Friday, 27 October
Distribution expected to be published on SENS before 11:00 on

Finalisation announcement with regard to the Scheme and Clean-Out                Monday, 30 October
Distribution expected to be published in the South African press on

Expected last day to trade, being the last day to trade L2D Shares on the       Tuesday, 7 November
JSE in order to participate in the Scheme and receive the Clean-Out
Distribution
Expected suspension of the listing of L2D Shares on the JSE at the            Wednesday, 8 November
commencement of trade on
Expected "Scheme Record Date", being the date on which Scheme                    Friday, 10 November
Participants must be recorded in the Register to receive the Scheme
Consideration and receive the Clean-Out Distribution, by close of trade on

Expected "Scheme Implementation Date" and payment of Clean-Out                 Monday, 13 November
Distribution to all Qualifying L2D Shareholders on or about
Certificated Scheme Participants who have: (i) lodged their Form of            Monday, 13 November
Surrender and Transfer (blue); and (ii) provided valid bank details and
details for their CSDP or Broker to the Transfer Secretaries on or prior to
12:00 on the Scheme Record Date expected to have the Scheme
Consideration and Clean-Out Distribution paid into their nominated bank
accounts by way of EFT on or about


Dematerialised Scheme Participants expected to have their bank accounts        Monday, 13 November
credited with the Scheme Consideration and Clean-Out Distribution on or
about
 Expected date for termination of the listing of L2D Shares in terms of the                                           Tuesday, 14 November
 Scheme at the commencement of trade on the JSE on




Notes:

1. All of the above dates and times are subject to change as may be agreed between L2D and LGL, with the approval of the JSE and
   TRP, if required. The dates have been determined based on certain assumptions regarding the dates by which certain Regulatory
   Approvals including, but not limited to, those of the JSE and TRP, will be obtained and that no C ourt approval of the Scheme will
   be required. Any change will be released on SENS and published in the South African press.
2. L2D Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
   settlement of a trade takes place three Business Days after such trade. Therefore, Persons who acquire L2D Shares after close
   of trade on Tuesday, 12 September 2023, will not be eligible to attend, participate in and vote at the General Meeting, as the
   Voting Record Date is Friday, 15 September 2023. Provided the Scheme is approved and L2D Shareholders acquire the ir L2D
   Shares on or prior to the Scheme Last Day to Trade (expected to be Tuesday, 7 November 2023), such L2D Shareholders will be
   eligible to participate in the Scheme, as the expected Scheme Record Date is Friday, 10 November 2023.
3. Certificated Shareholders and Dematerialised Shareholders with Own-Name Registration may submit a Form of Proxy ( yellow )
   at any time before the commencement of the General Meeting (or any adjournment or postponement of the General Meeting)
   or submit it to the chairperson of the General Meeting befor e the appointed proxy exercises any of the relevant L2D
   Shareholder's rights at the General Meeting (or any adjournment or postponement of the General Meeting), provided that
   should a L2D Shareholder lodge a Form of Proxy ( yellow ) with the Transfer Secretaries less than 48 hours (excluding Saturdays,
   Sundays and gazetted, national public holidays) before the General Meeting, such L2D Shareholder will also be required to
   furnish a copy of such Form of Proxy ( yellow ) to the chairperson of the General Meeting by emailing it to the Company Secretary
   of L2D at ben.swanepoel@liberty2degrees.co.za and copying the Transfer Secretaries at proxy@computershare.co.za before
   the appointed proxy exercises any of such L2D Shareholder's rights at the General Meeting (or adjourn ed or postponed General
   Meeting). Dematerialised Shareholders without Own-Name Registration who wish to attend the General Meeting, or appoint
   a proxy to represent them at the General Meeting, should instruct their CSDPs or Brokers to issue them with the n ecessary
   letters of representation to attend the General Meeting, in the manner stipulated in their Custody Agreement.
4. If the General Meeting is adjourned or postponed, Forms of Proxy (yellow) submitted for the initial General Meeting will remain valid in respect
   of any adjournment or postponement of the General Meeting.
5. If the Scheme becomes Operative, Certificated L2D Shares may not be Dematerialised or rematerialised after the Scheme Last Da y
   to Trade.




5. RESPONSIBILITY STATEMENTS


    The Independent Board (to the extent that the information relates to L2D) collectively and individually
    accept responsibility for the information contained in this announcement and certify that, to the best
    of their knowledge and belief, the information contained in this announcement relating to L2D is true
    and this announcement does not omit anything that is likely to affect the importance of such
    information.

    The board of directors of LGL (to the extent that the information relates to LGL) collectively and
    individually accept responsibility for the information contained in this announcement and certify that
    to the best of their knowledge and belief, the information contained in this announcement relating
    to LGL is true and this announcement does not omit anything that is likely to affect the importance of
    such information.
Johannesburg
25 August 2023

Financial adviser and Transaction sponsor to L2D
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal adviser to L2D
Werksmans Attorneys

Lead financial adviser to LGL
Java Capital Proprietary Limited

Co-adviser to LGL
The Standard Bank of South Africa Limited

Legal adviser to LGL
Webber Wentzel

Independent Expert
Mazars Corporate Finance Proprietary Limited

L2D Investor Relations
Sumenthree Moodley
Contact number: 011 358 9171