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

Disposal of a portion of Brimstone’s investment in Phuthuma Nathi

1.   Introduction

     Brimstone shareholders are advised that Newshelf 1063 (RF) Proprietary Limited, a wholly-owned
     subsidiary of Brimstone (the “Seller”), has entered into a sale agreement (the “Agreement”) dated
     29 December 2023 (“Signature Date”) with Zazi PN SPV Proprietary Limited (“Zazi” or the “Purchaser”)
     to dispose of 1 000 000 ordinary shares (“PN Shares”) (“Sale Shares”) in Phuthuma Nathi Investments
     (RF) Limited (“Phuthuma Nathi”) for a cash consideration of R100 million (the “Consideration”) (the
     “Disposal”).

     Brimstone currently holds 1 895 425 PN Shares, representing a c. 2.8% shareholding in Phuthuma Nathi.
     Following the Disposal, Brimstone will retain 895 425 PN Shares in its investment portfolio, representing a
     c. 1.3% shareholding in Phuthuma Nathi.

2.   Description of Phuthuma Nathi

     Phuthuma Nathi was created in 2006 to offer black South Africans the opportunity to own an indirect stake
     in Multichoice SA Holdings Proprietary Limited ("Multichoice South Africa”), a leading video entertainment
     company. Phuthuma Nathi currently has a 25% shareholding in Multichoice South Africa.

3.   Rationale and application of proceeds

     The board of directors of the Company (the “Board”) has undertaken a strategic review of its investment
     portfolio having regard to its long-term strategy. The Board has identified assets that it believes can be
     disposed of at acceptable valuations without jeopardising this strategy. The proceeds from the Disposal
     will be applied to meet Brimstone’s funding obligations in the near to medium term.

4.   Terms and conditions of the Disposal

     4.1   Purchaser

           The beneficial owner of the Purchaser is Zazi Capital Proprietary Limited and its investors, namely
           Temo Capital Proprietary Limited and Razven Solutions Proprietary Limited. The Purchaser is not a
           ‘related party’ of Brimstone in terms of the JSE Limited (“JSE”) Listings Requirements.

     4.2   The Disposal

           The Seller has agreed to sell, and the Purchaser has agreed to purchase the Sale Shares, by way of
           an off-market block trade. The block trade will take place on the Equity Express Securities Exchange
           Proprietary Limited (“EESE”) platform. The Sale Shares are anticipated to transfer to the Purchaser
           with effect from 31 January 2024, subject to completion of the conditions precedent set out in
           paragraph 5 below.
     4.3   Consideration

           The Consideration of R100 per Sale Share, amounting to R100 million will be paid by the Purchaser
           to Brimstone on the 5th business day after the date on which the last of the conditions precedent set
           out in paragraph 5 below is fulfilled or waived (the “Closing Date”), which is anticipated to be on or
           about 7 February 2024.

           In addition, Brimstone will be liable for part of the Securities Transfer Tax and the EESE transaction
           costs, together with VAT thereon, payable in respect of the transfer of the Sale Shares to the
           Purchaser. These costs are not expected to be material.

5.   Conditions precedent

     The Disposal is subject to the fulfilment of the following conditions precedent by no later than 17:00 on the
     25th business day after the Signature Date:

     5.1   the Purchaser providing written evidence to Brimstone that it has registered on the EESE platform
           and is authorised to trade on the EESE platform;

     5.2   the Purchaser having concluded legally binding agreements with a financial institution, in terms of
           which such funder will provide the Purchaser with funding equal to 50% of the Consideration, and,
           and such agreements having become unconditional in accordance with their terms, save for any
           conditions which requires that the Disposal must have become unconditional;

     5.3   Brimstone having received the consent of its funders to the Disposal;

     5.4   the Purchaser and Brimstone having obtained all such approvals, authorisations or consents that
           may be required to be obtained from EESE and/or Phuthuma Nathi (in terms of its constitutional
           documents or otherwise) for the implementation of the Disposal; and

     5.5   no material adverse change having occurred in relation to MultiChoice Group Limited.

6.   Representations and warranties

     The Agreement contains representations and warranties by the parties in favour of one another which are
     standard for transactions of this nature.

7.   Financial information

     7.1   The value of the net assets and the profits attributable to the net assets that are subject to the
           Disposal are R132.0 million and R0.7 million respectively (“Financial Information”).

     7.2   The Financial Information has been extracted from Brimstone’s interim results for the six months
           ended 30 June 2023, which were prepared in terms of International Financial Reporting Standards.
           The Financial Information is the responsibility of the directors of Brimstone and has not been reviewed
           or reported on by the Company’s auditors.

8.   Categorisation

     The Disposal is classified as a Category 2 transaction in terms of the JSE Listings Requirements and is
     accordingly not subject to shareholder approval.
Cape Town
2 January 2024

Corporate Adviser and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited


Legal adviser
Cliffe Dekker Hofmeyr