Offer by Greenbay to Group Five Limited (“Group 5”) to purchase its European assets and businesses GREENBAY PROPERTIES LTD (Incorporated in the Republic of Mauritius on 14 August 2014) (Registration number: C124756 C1/GBL) SEM share code: GFP.N0000 JSE share code: GRP ISIN: MU0461N00007 (“Greenbay” or “the Company”) OFFER BY GREENBAY TO GROUP FIVE LIMITED (“GROUP 5”) TO PURCHASE ITS EUROPEAN ASSETS AND BUSINESSES Introduction Greenbay shareholders are referred to the announcement released by Group 5 on the Stock Exchange News Service of the JSE Limited (“JSE”) on 16 October 2017, regarding the communication by Greenbay to Group 5 of its firm offer to purchase (the “offer”) Group 5’s European assets and businesses, comprising its European concession stakes, Bulgarian assets and Intertoll Europe management contract (the “target assets’). Rationale for the offer Greenbay invests directly and indirectly in income-yielding real estate and infrastructure assets in select geographies including the Central and Eastern European region (“CEE”). The target assets are consistent with Greenbay’s investment policy and would constitute in Greenbay’s hands a platform which the Company is positioned to grow through provision of sufficient capital and access to operating experience in Europe including in the CEE region. Salient terms of the offer On 13 October 2017, Greenbay made an offer which, if accepted, will result in the purchase by Greenbay of Group 5’s shares in and claims against the entity or entities (the “target entity”) through which the target assets are held for an aggregate cash price of R1,600,000,000 (the “proposed transaction”). Greenbay has provided to the South African Takeover Regulation Panel a cash confirmation letter confirming that it has the cash available to pay the price. If the offer is accepted, the conditions precedent to the proposed transaction will be as follows: - Greenbay being reasonably satisfied with the results of a due diligence investigation of the target assets and the target entity; - Greenbay being reasonably satisfied that the target entity has been released from any liability it may have for the obligations of Group 5 and its other subsidiaries; - consents of authorities and contractual counterparties which are required to ensure that the implementation of the proposed transaction does not result in a termination of contract, exercise of a put or call option or exercise of any pre-emptive right or the like or any other adverse consequences for the target assets or target entity; - regulatory approvals required for implementation of the proposed transaction, including a compliance certificate issued by the South African Takeover Regulation Panel; - approval of the shareholders of Group 5; and - the absence of any material adverse change. If the offer is not accepted by Group 5 by 17:00 on 20 October 2017, it shall lapse. Categorisation of the transaction The offer, if accepted, would be an acquisition in the ordinary course of business of Greenbay and would not trigger the provisions of Chapter 13 of the Listing Rules of the Stock Exchange of Mauritius Ltd (“SEM”). Accordingly, the transaction would not be subject to approval by Greenbay shareholders. The Company has primary listings on both the Official Market of the SEM and the Main Board of the JSE. By order of the Board 16 October 2017 This notice is issued pursuant to JSE Listings Requirements, SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007. The Board of directors of Greenbay accepts full responsibility for the accuracy of the information in this announcement. JSE sponsor and corporate advisor Java Capital Tel: +27 11 722 3052 SEM authorised representative and sponsor Perigeum Capital Tel: +230 402 0890 Company secretary Intercontinental Trust Ltd Tel: +230 403 0800 Attorneys to Greenbay in South Africa Webber Wentzel Date: 16/10/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.