BALWIN PROPERTIES LIMITED - Posting of circular, notice of general meeting and important dates and times regarding the offer by Bidco

Posting of circular, notice of general meeting and important dates and times regarding the offer by Bidco

 BALWIN PROPERTIES LIMITED                           K2025746588 (SOUTH AFRICA)
 (Incorporated in the Republic of South Africa)      PROPRIETARY LIMITED
 (Registration number 2003/028851/06)                (Incorporated in the Republic of South Africa)
 JSE share code: BWN ISIN: ZAE000209532              (Registration number 2025/746588/07)
 ("Balwin")                                          ("Bidco")


POSTING OF THE COMBINED CIRCULAR TO BALWIN SHAREHOLDERS INCORPORATING THE NOTICE
CONVENING THE GENERAL MEETING AND IMPORTANT DATES AND TIMES REGARDING THE OFFER
BY BIDCO TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT

Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear the
same meanings ascribed thereto in the Scheme Circular (as defined below).

1. INTRODUCTION
   Balwin Shareholders are referred to the Firm Intention Announcement published on SENS on Wednesday,
   20 May 2026, regarding an offer by Bidco to acquire all of the issued Balwin Shares (other than the Excluded
   Shares) by way of a scheme of arrangement which, if implemented, will result in Bidco acquiring all of the
   Scheme Shares for a cash consideration of ZAR 4.35 (435 cents) for each Scheme Share and the
   subsequent delisting of the issued Balwin Shares from the Main Board of the JSE and A2X.

2. POSTING OF CIRCULAR
   2.1. Balwin Shareholders are advised that a circular setting out full details of the Scheme and ancillary
        matters and convening the General Meeting ("Scheme Circular") will be distributed to Balwin
        Shareholders today, Friday, 17 July 2026.
   2.2. The Independent Expert Report and the opinion of the Balwin Independent Board in relation to the
        Offer and the Scheme Consideration are incorporated in the Scheme Circular.
   2.3. An electronic copy of the Scheme Circular is also available on Balwin's website
        https://balwin.co.za/investor-relations from today, 17 July 2026 or can be requested by email from
        Balwin's company secretary at the following address: caroline@fluidrockgovernance.com.
   2.4. To obtain a thorough understanding of the Offer and the Scheme, Balwin Shareholders are advised to
        refer to the full terms and conditions pertaining thereto, as set out in the Scheme Circular.

3. GENERAL MEETING
   The General Meeting of Balwin Shareholders will be held entirely by electronic communication at 10:00 on
   Monday, 17 August 2026 to consider and if deemed fit, pass the resolutions required to approve the
   Scheme. The notice convening the General Meeting is incorporated into the Scheme Circular.

4. SALIENT DATES AND TIMES 1, 2, 3
   The important dates and times in relation to the Scheme are set out in the table below.

                                                                                                       2026

     Record date to determine which Balwin Shareholders are entitled to                       Friday, 10 July
     receive the Scheme Circular, on
     Distribution of Scheme Circular and notice of General Meeting to Balwin                  Friday, 17 July
     Shareholders, and associated announcement released on SENS and
     ANS, on
     Notice of General Meeting published in South African press, on                           Monday, 20 July
     Last day to trade in Balwin Shares to be recorded in the register to be                  Tuesday, 4 August
     eligible to attend, speak, and vote at the General Meeting, by close of
     trade on (4)
     Record date for a Balwin Shareholder to be recorded in the register to be                Friday, 7 August
     eligible to attend, speak, and vote at the General Meeting, by close of
     trade on
     Last day and time to lodge forms of proxy with the transfer secretaries, by              Thursday, 13 August
     10:00 on
     Forms of proxy to be emailed to the transfer secretaries by 10:00 on                     Monday, 17 August
     Last day for Balwin Shareholders to give notice to Balwin objecting to the               Monday, 17 August
     Scheme Resolution in terms of section 164(3) of the Companies Act, to
     be able to invoke Appraisal Rights, by 10:00 on
     General Meeting to be held at 10:00 on                                                   Monday, 17 August
     Results of the General Meeting published on SENS and ANS, on                             Monday, 17 August
     
     If the Scheme is approved
     Last day on which Balwin Shareholders who voted against the Scheme                       Monday, 24 August
     Resolution may require Balwin to seek court approval in terms of
     section 115(3)(a) of the Companies Act, but only if the Scheme Resolution
     was opposed by at least 15% of the voting rights exercised thereon
     Last day on which Balwin Shareholders who voted against the Scheme                       Monday, 31 August
     Resolution may make application to court for leave to apply for a review
     of the Scheme Resolution in terms of section 115(3)(b) of the Companies
     Act
     Last day for Balwin to send objecting Balwin Shareholders notice of the                  Monday, 31 August
     adoption of the Scheme Resolution, in terms of section 164(4) of the
     Companies Act
     Last day for objecting Balwin Shareholders to make a demand to Balwin,                   Tuesday, 29 September
     to pay such objecting Balwin Shareholders the fair value of all Balwin
     Shares held by them in terms of section 164(7) of the Companies Act, on

     If the Scheme becomes unconditional (11)
     Issue of a compliance certificate by the TRP, expected on                                Tuesday, 6 October
     Scheme finalisation date announcement expected to be released on                         Tuesday, 6 October
     SENS and ANS, by 11:00 on
     Scheme finalisation date announcement expected to be published in                        Wednesday, 7 October
     South African press on
     Delisting application in respect of Balwin Shares, expected to be lodged                 Thursday, 8 October
     with the JSE on
     Scheme last day to trade, expected on                                                    Tuesday, 13 October
     Trading in Scheme Shares on the JSE and A2X expected to be suspended                     Wednesday, 14 October
     from commencement of trade, on or about
     Scheme record date to be recorded in the register in order to receive the                Friday, 16 October
     Scheme Consideration, expected on
     Scheme implementation date, expected on                                                  Monday, 19 October
     Payment of the Scheme Consideration per Balwin Share to                                  Monday, 19 October
     dematerialised scheme participants, expected on
     Payment of the Scheme Consideration per Balwin Share to certificated                     Monday, 19 October
     scheme participants (assuming timely surrender of documents of title and
     duly completed forms of surrender), expected on
        
     Delisting
     Termination of listing of Balwin Shares on the JSE and A2X, expected at                 Tuesday, 20 October
     commencement of trade on or about


Notes:

(1)      The above dates and times are subject to such changes as may be agreed to by Balwin and Bidco and, if required,
         approved by the TRP and/or the JSE.
(2)      Any changes to the timetable will be released on SENS and ANS.
(3)      All times indicated above are in South African Standard Time.
(4)      Balwin Shareholders should note that, as transactions in Balwin Shares on the JSE and A2X are settled in the
         electronic settlement system used by Strate, settlement of a trade takes place 3 business days after the date of such
         trade. Therefore, Balwin Shareholders who acquire Balwin Shares on the JSE or A2X after close of trade on Tuesday,
         4 August 2026 will not be eligible to attend, participate in and vote at the General Meeting (but may nevertheless, if
         the Scheme becomes operative, participate in the Scheme, provided they acquire Balwin Shares on or before the
         Scheme last day to trade).
(5)      Completed forms of proxy and the authority (if any) under which they are signed must be (i) lodged with, emailed, or
         posted to the transfer secretaries, to be received by them, for administrative purposes, by no later than 10:00 on
         Thursday, 13 August 2026 or (ii) thereafter emailed to the transfer secretaries at the aforementioned email address
         (for the attention of the chairperson of the General Meeting) at any time before the proxy exercises any rights of the
         Balwin Shareholder at such General Meeting.
(6)      Balwin Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 2 in the Scheme Circular
         for purposes of determining the relevant timing for the exercise of their Appraisal Rights.
(7)      Balwin Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to require the
         approval of a court for the Scheme should refer to Annexure 2 in the Scheme Circular which includes an extract of
         section 115 of the Companies Act. Should Balwin Shareholders exercise their rights in terms of section 115(3) of the
         Companies Act, the dates and times set out above may change, in which case an updated timetable will be released
         on SENS and ANS.
(8)      Dematerialised Shareholders, other than those with Own-Name Registration, must provide their CSDP or Broker with
         their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in
         terms of their respective custody agreements between them and their CSDP or Broker.
(9)      No dematerialisation or re-materialisation of Balwin Shares may take place from the commencement of business on
         the business day following the Scheme last day to trade.
(10)     If the General Meeting is adjourned or postponed, the above dates and times will change, but the forms of proxy
         submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the
         General Meeting.
(11)     The dates pertaining to the implementation of the Scheme have been determined on the assumption that all Scheme
         Conditions will be fulfilled or waived by Monday, 5 October 2026 and that Balwin Shareholders will not exercise their
         rights in terms of section 115(3) of the Companies Act. The actual dates will be confirmed in the finalisation
         announcement if the Scheme becomes unconditional .

5. TAX CONSIDERATIONS
    5.1. Tax implications for Balwin Shareholders
         The tax treatment of the Per Share Scheme Consideration in the hands of each Balwin Shareholder is
         dependent on their individual circumstances and the tax jurisdiction applicable to such Balwin
         Shareholder. Balwin Shareholders are advised to consult their own tax advisors regarding the tax
         consequences of the Scheme.
    5.2. Securities Transfer Tax
         5.2.1.   Securities Transfer Tax will be payable pursuant to the successful implementation of the
                   Scheme, in respect of the transfer of the Scheme Shares from Scheme Participants to Bidco
                   (the "Scheme STT").
         5.2.2.   Subject to the approval of the Scheme Ancillary Resolutions:
                    •   Balwin will exclusively bear the expense of the Scheme STT and will not recover any
                        portion thereof from Bidco; and
                    •   accordingly, once the Scheme becomes Operative, Balwin will fund Bidco's securities
                        account (established for the purpose of settling the Per Share Scheme Consideration to
                        Scheme Participants) with an amount equal to the Scheme STT.
         5.2.3.   For clarity, the payment by Balwin of the Scheme STT will not reduce the Per Share Scheme
                  Consideration receivable by Scheme Participants.

6. UPDATE ON THE SCHEME CONDITIONS
    Balwin Shareholders are advised that on Tuesday, 7 July 2026 the Competition Commission recommended
    to the Competition Tribunal that the proposed transaction, in terms of which Bidco intends to acquire all of
    the issued Balwin Shares (other than the Excluded Shares), be approved without conditions.

7. RESPONSIBILITY STATEMENTS
    7.1. The Balwin Independent Board accepts responsibility for the information contained in this
         announcement insofar as it relates to Balwin and the Scheme. To the best of the Balwin Independent
         Board's knowledge and belief, the information contained in this announcement is true and this
         announcement does not omit anything likely to affect the importance of the information. This
         announcement does not amount to a recommendation by the Balwin Independent Board as to how
         Balwin Shareholders should vote in respect of the Scheme.
    7.2. The Bidco board accepts responsibility for the information contained in this announcement insofar as
         it relates to Bidco. To the best of the Bidco board's knowledge and belief, the information contained in
         this announcement is true and the announcement does not omit anything likely to affect the importance
         of the information.

Corlett Drive
17 July 2026

Transaction Advisor to Balwin
YW Investments Proprietary Limited (trading as YW Capital)

Legal Advisor to Balwin
Cliffe Dekker Hofmeyer Inc.

Independent Expert to Balwin
Valeo Capital Proprietary Limited

Transaction sponsor to Balwin
Investec Bank Limited

Date: 17-07-2026 08:00:00
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