LIBERTY TWO DEGREES LIMITED - Finalisation of scheme and clean-out distribution

Finalisation of scheme and clean-out distribution

LIBERTY TWO DEGREES LIMITED                           LIBERTY GROUP LIMITED
(Incorporated in the Republic of South Africa)        (Incorporated in the Republic of South Africa)
(Registration number 2018/388906/06)                  (Registration number 1957/002788/06)
(Approved as a REIT by the JSE)                       ("LGL")
Share code: L2D ISIN: ZAE000260576
("L2D")

FINALISATION OF SCHEME AND CLEAN-OUT DISTRIBUTION

Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the combined circular distributed to L2D Shareholders on 25 August
2023 and made available on the L2D website at www.liberty2degrees.co.za.

1. INTRODUCTION

   L2D Shareholders are referred to the Firm Intention Announcement released by L2D and LGL on SENS
   on Thursday, 27 July 2023 and the Circular regarding the proposed Scheme between L2D and the L2D
   Shareholders, in terms of which LGL will acquire all the issued L2D Shares not already owned by LGL,
   excluding L2D Shares held by Liberty Holdings Limited (being the sole shareholder of LGL) and its
   Subsidiaries.

2. FULFILMENT OF SCHEME CONDITIONS

   L2D is pleased to announce that all outstanding Scheme Conditions have been fulfilled, including the
   TRP issuing a TRP Compliance Certificate in terms of section 121(b) of the Companies Act, and the
   Scheme is now wholly unconditional.

   As such, the Scheme, and the Clean-Out Distribution will be implemented in accordance with the
   salient dates and times as set out in the Circular. The relevant dates and times are extracted below
   for ease of reference.

                                                                                                 2023
     Last day to trade, being the last day to trade L2D Shares on the JSE         Tuesday, 7 November
     in order to participate in the Scheme and receive the Clean-Out
     Distribution
     Suspension of the listing of L2D Shares on the JSE at the                  Wednesday, 8 November
     commencement of trade on
     Scheme Record Date, being the date on which Scheme Participants              Friday, 10 November
     must be recorded in the Register to receive the Scheme
     Consideration and receive the Clean-Out Distribution, by close of
     trade on
     Scheme Implementation Date and payment of Clean-Out                          Monday, 13 November
     Distribution to all Qualifying L2D Shareholders on
     Certificated Scheme Participants who have: (i) lodged their Form             Monday, 13 November
     of Surrender and Transfer (blue); and (ii) provided valid bank
     details and details for their CSDP or Broker to the Transfer
     Secretaries on or prior to 12:00 on the Scheme Record Date to
     have the Scheme Consideration and Clean-Out Distribution paid
     into their nominated bank accounts by way of EFT on
     Dematerialised Scheme Participants to have their bank accounts               Monday, 13 November
     credited with the Scheme Consideration and Clean-Out
     Distribution on
     Termination of the listing of L2D Shares in terms of the Scheme at          Tuesday, 14 November
     the commencement of trade on the JSE on


3. RESPONSIBILITY STATEMENTS

    The L2D Board (to the extent that the information relates to L2D) collectively and individually accept
    responsibility for the information contained in this announcement and certify that, to the best of their
    knowledge and belief, the information contained in this announcement relating to L2D is true and this
    announcement does not omit anything that is likely to affect the importance of such information.

    The LGL Board (to the extent that the information relates to LGL) collectively and individually accept
    responsibility for the information contained in this announcement and certify that to the best of their
    knowledge and belief, the information contained in this announcement relating to LGL is true and this
    announcement does not omit anything that is likely to affect the importance of such information.


Johannesburg
31 October 2023

Financial adviser and Transaction sponsor to L2D
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal adviser to L2D
Werksmans Attorneys

Lead financial adviser to LGL
Java Capital Proprietary Limited

Co-adviser to LGL
The Standard Bank of South Africa Limited

Legal adviser to LGL
Webber Wentzel

Independent Expert
Mazars Corporate Finance Proprietary Limited

L2D Investor Relations
Sumenthree Moodley
Contact number: 011 358 9171

Date: 31-10-2023 09:00:00
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