BRIMSTONE INVESTMENT CORPORATION LIMITED - Transfer of Brimstones Listing to the General Segment of the Main Board of the JSE

Transfer of Brimstone’s Listing to the General Segment of the Main Board of the JSE

Brimstone Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number 1995/010442/06
ISIN Number: ZAE000015277 Share Code: BRT
ISIN Number: ZAE000015285 Share Code: BRN
("Brimstone" or the "Company")


TRANSFER OF BRIMSTONE'S LISTING TO THE GENERAL SEGMENT OF THE MAIN BOARD OF
THE JSE


1.   Introduction

     The board of directors ("Board") of Brimstone is pleased to announce that the JSE Limited
     ("JSE") has approved the Company's application to transfer its listing from the Prime Segment to
     the General Segment of the Main Board of the JSE with effect from Tuesday, 17 June 2025.
     Consequently, Brimstone will now be classified as being primary listed in the General Segment
     of the JSE list.

2.   Application of paragraph 4.62 of the JSE Listings Requirements – General Segment

     In terms of paragraph 4.62 of the JSE Listings Requirements, classification in the General
     Segment will allow the Company to apply the following:

     2.1.  The obligation to release a results announcement dealing with condensed financial
           statements or annual financial statements/summary financial statements within three
           months does not apply.
     2.2. No fairness opinion is required provided the related party corporate action agreement must
           be open for inspection for a period of 14 days and the corporate action must be
           accompanied by a statement by the independent members of the Board dealing with (i)
           the corporate governance processes that were followed to approve the corporate action,
           (ii) if applicable, that the related party and associates will be excluded from voting, and (iii)
           whether the related party corporate action was concluded on an arm's length basis
           (including key assumptions, factors taken into account in reach the conclusion) and is fair
           to shareholders.
     2.3. A general authority to issue shares for cash does not require shareholders' approval,
           provided it does not exceed 10% of the Company's issued share capital, as at the date of
           each annual general meeting.
     2.4. In respect of a specific authority to repurchase securities from parties other than related
           parties, no shareholders' approval in terms of paragraph 5.69(b) of the JSE Listings
           Requirements is required provided it does not exceed 20% of the Company's share capital
           in any one financial year.
     2.5. In respect of a general authority to repurchase securities, no shareholders' approval in
           terms of paragraph 5.72(c) of the JSE Listings Requirements is required.
     2.6. A pre-listing statement is only triggered for share issuances exceeding 100% over a three-
           month period.
     2.7. Two years' historical financial information is required for the subject of a category 1
           transaction.
     2.8. The preparation of pro forma financial information is not required for transactions and
           corporate actions, but rather a detailed narrative must be provided on the impact of the
           transaction/corporate action on the financial statements.
     2.9. Shareholders' approval and a circular are not required for transactions by a subsidiary that
           is listed on the JSE.
     2.10. The category 1 percentage ratio is 50% or more, which increases the category 2 threshold
           accordingly.
     2.11. The material shareholder definition percentage ratio is 20%.
     2.12. The small-related party transaction percentage ratio is less than or equal to 10% but
           exceeds 3%.
      The provisions above have the specified different application to the General Segment as stated
      and the remainder of the provisions of the JSE Listings Requirements continue to apply.

      In addition, the provisions of Brimstone's memorandum of incorporation will continue to apply as
      applicable following transfer to the General Segment.

3.    Continuing Application

      Where applicable, the existing authorities as approved by shareholders at the Company's 2025
      Annual General Meeting ("AGM") will remain in force until the next AGM.


Cape Town
13 June 2025

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 13-06-2025 12:30:00
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