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A Proposed Specific Repurchase, Availability of IR, AFS, No Change Statement and Notice of Annual General
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, AVAILABILITY OF INTEGRATED REPORT, ANNUAL
FINANCIAL STATEMENTS, NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL
MEETING
Specific Repurchase
1. Introduction
Brimstone has in place a share incentive plan known as the Brimstone 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 Tuesday, 27 May 2025.
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
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 as follows:
2.1. The maximum number of Forfeitable Shares to be repurchased in respect of the Specific
Repurchase will not exceed 2 349 018 "N" Ordinary shares, being the number of Forfeitable
Shares that may vest in February 2026, and representing 1.04% of the Company's current
issued "N" Ordinary share capital.
2.2. The exact Specific Repurchase price cannot be determined at this stage as the value of the
shares in 2026 is unknown, however, the price will be based on the volume weighted average
price ("VWAP") 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/s.
2.3. 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.
2.4. After the Specific Repurchase, 20 010 064 "N" Ordinary shares will be held as treasury shares.
2.5. 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 2024.
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 R4.67 per Brimstone "N" Ordinary share (being the VWAP of Brimstone
"N" Ordinary shares traded on the JSE over the 30 business days up to and including
Wednesday, 19 March 2025), the maximum Specific Repurchase consideration would be
approximately R10 969 914.
3.2. The Company's cash balance will decrease in the 2026 financial year by the aggregate Specific
Repurchase consideration 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.
Availability of integrated report, annual financial statements and no change statement
Further to Brimstone's reviewed condensed consolidated financial results for the year ended 31 December
2024 published on SENS on 4 March 2025 ("Reviewed Results"), the integrated report and the annual
financial statements for the year ended 31 December 2024 and notice of AGM were distributed to
shareholders on Thursday, 17 April 2025.
The audited consolidated annual financial statements contain no modifications to the Reviewed Results
released on SENS on 4 March 2025
and are available on the Company's website at https://www.brimstone.co.za/investor-relations/results-
reports/ and on the JSE Cloudlink at https://senspdf.jse.co.za/documents/2025/jse/isse/BRT/IAR2024.pdf .
Notice of AGM
Notice is hereby given that the AGM of Brimstone shareholders, to be conducted entirely by electronic
communication, will be held at 10:30 on Tuesday, 27 May 2025 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, 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 Participant), or sending it by email to proxy@computershare.co.za
so as to be received by Computershare by no later than 10:30 on Friday, 23 May 2025.
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, 4 April 2025
notice of AGM
Notice of AGM distributed to shareholders on Thursday, 17 April 2025
Last day to trade to be eligible to attend, participate and vote at the AGM Tuesday, 13 May 2025
Record date to attend, participate and vote at the AGM Friday, 16 May 2025
Forms of proxy to be lodged by 10:30 on Friday, 23 May 2025
AGM to be held at 10:30 on Tuesday, 27 May 2025
Results of AGM to be released on SENS on or about Tuesday, 27 May 2025
Specific Repurchase to be effected on or about Friday, 29 May 2026
Cape Town
17 April 2025
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 17-04-2025 03:00:00
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