BALWIN PROPERTIES LIMITED - Integrated annual report and notice of annual general meeting and financial assistance

Integrated annual report and notice of annual general meeting and financial assistance

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”)


Integrated annual report and notice of annual general meeting and financial assistance in
terms of Section 45(5) of Companies Act 71 of 2008

Shareholders are advised that the group's 2023 Integrated Annual Report, containing the
audited summarised consolidated financial statements for the year ended 28 February 2023
and the notice of the annual general meeting, is available on the group's website
(https://balwin.co.za/balwin-corporate/reports/2023-integrated-annual-report/) from 22 May
2023.

Notice is hereby given that the annual general meeting of the company’s ordinary
shareholders will be held through electronic participation on Friday, 18 August 2023 at 09h00
(“the AGM”) to transact the business as stated in the AGM notice, forming part of the
Integrated Annual Report. The record date to be recorded in the register of Balwin
shareholders in order to be able to attend, participate and vote at the AGM is Friday, 11 August
2023. Accordingly, the last date to trade in order to be registered in the Balwin register of
shareholders is Monday, 7 August 2023.

Further notice is hereby given that, in terms of the provisions of section 45(5)(a) of the
Companies Act 71 of 2008 (as amended) ("the Companies Act") and in accordance with the
special resolution passed at the annual general meeting of the company held on 19 August
2022, authorising the board of directors ("the Board") to provide direct and indirect financial
assistance to related or inter-related companies, the Board has adopted a resolution
authorising the company, to provide financial assistance pursuant to a written guarantee
agreement with Nedbank Limited (“Nedbank”) to the value of R20 million for the provision of
loan facilities to Balwin Rentals (Pty) Ltd (“Balwin Rentals”), a subsidiary of the company.

Prior to authorising the aforementioned financial assistance, the Board considered and
satisfied itself, in terms of section 45 of the Companies Act, that (i) immediately after providing
the financial assistance, the Company would satisfy the solvency and liquidity test as
contemplated in section 4 of the Companies Act, (ii) there has been due compliance with the
Company's memorandum of incorporation, and (iii) the terms of the financial assistance are
fair and reasonable to the Company.


Corlett Drive
22 May 2023

Sponsor:
Investec Bank Limited

Date: 22-05-2023 05:16:00
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