BRIMSTONE INVESTMENT CORPORATION LIMITED - A proposed specific repurchase, details of the annual general meeting and no change statement

A proposed specific repurchase, details of the annual general meeting and no change statement

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 of Brimstone Ordinary and “N” Ordinary shares,
details of the annual general meeting and no change statement

Specific Repurchase

1. Introduction

   Shareholders are advised that Brimstone intends proposing a specific repurchase of
   2 137 000 Brimstone Ordinary shares and 4 809 174 “N” Ordinary shares from
   Septen Investments Proprietary Limited (“Septen”), a wholly-owned subsidiary of
   Brimstone (“the Specific Repurchase”), at the Company’s annual general meeting
   (“AGM”).

   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

   2.1. The Specific Repurchase will be effected through the repurchase of Ordinary
        and “N” Ordinary shares by the Company from Septen as follows:

       2.1.1. 2 137 000 Brimstone Ordinary shares at a price of R14.76 per Ordinary
              share, being the closing price of Brimstone Ordinary shares on 15 March
              2017, with a total value of R31 542 120; and

       2.1.2. 4 809 174 Brimstone “N” Ordinary shares at a price of R15.00 per “N”
              Ordinary share, being the closing price of Brimstone “N” Ordinary shares
              on 15 March 2017, with a total value of R72 137 610.

   2.2. The Specific Repurchase represents 4.998% of Brimstone Ordinary shares in
        issue and 2.001% of Brimstone “N” Ordinary shares in issue, respectively, as at
        the date of the notice of AGM.

   2.3. The Brimstone Ordinary shares and “N” Ordinary shares to be repurchased in
        terms of the Specific Repurchase are reflected as treasury shares in the
        consolidated annual financial statements of Brimstone. Subsequent to the
        Specific Repurchase, application will be made to the JSE for the cancellation and
        delisting of the 2 137 000 Ordinary shares and 4 809 174 “N” Ordinary shares.

   2.4. After the Specific Repurchase, 2 136 074 Brimstone Ordinary shares and
        33 443 442 Brimstone “N” Ordinary shares will be held as treasury shares
        respectively.

3. Impact of the Specific Repurchase on financial information

   The impact of the Specific Repurchase has been investigated and as the Specific
   Repurchase involves existing treasury shares, the Board of directors can confirm that
   the implementation of the Specific Repurchase has no impact on the financial
   information of Brimstone, other than reducing the share capital of the Company.

   Brimstone’s issued Ordinary shares will decrease by 2 137 000 Ordinary shares and
   Brimstone’s issued “N” Ordinary shares will decrease by 4 809 174 “N” Ordinary
   shares.

4. Salient dates and times

   The salient dates and times for the Specific Repurchase and the AGM are as follows:

                                                                                     2017
     Last day to trade to be entitled to attend, participate and           Tuesday, 2 May
     vote at the AGM
     Record date to be entitled to attend, participate and vote at          Friday, 5 May
     the AGM
     Form of proxy to be received by 17:00 on                               Monday, 8 May
     AGM to be held at 19:00 at Old Mutual Business School,             Wednesday, 10 May
     Presentation Room, West Campus Building, Jan Smuts
     Drive, Pinelands, Cape Town on
     Results of the AGM to be released on SENS on                       Wednesday, 10 May
     Cancellation and delisting of 2 137 000 Ordinary shares and           Friday, 19 May
     4 809 174 “N” Ordinary shares on or about

   Notes:
   1. All times indicated above are South African times.
   2. These dates and times are subject to amendment. Any such amendment will be released on
      SENS.

Notice of AGM

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.

No change statement

Further to Brimstone's reviewed results for the year ended 31 December 2016,
published on SENS on 27 February 2017, the integrated report for the year ended 31
December 2016 and notice of AGM was dispatched to shareholders on 28 March 2017.
The integrated report contains no material modifications to the aforementioned
published reviewed results.

The integrated report is also available on the Company’s website (www.brimstone.co.za).

Cape Town
28 March 2017

Investment Bank, Corporate Advisor and Sponsor
Nedbank Corporate and Investment Banking

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