BALWIN PROPERTIES LIMITED - Finalisation announcement in respect of the Scheme of Arrangement

Finalisation announcement in respect of the Scheme of Arrangement 

 BALWIN PROPERTIES LIMITED                           K2025746588 (SOUTH AFRICA)
 (Incorporated in the Republic of South Africa)      PROPRIETARY LIMITED
 (Registration number 2003/028851/06)                (Incorporated in the Republic of South Africa)
 JSE share code: BWN ISIN: ZAE000209532              (Registration number 2025/746588/07)
 ("Balwin")                                          ("Bidco")


FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT

Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear the
same meanings ascribed thereto in the Circular (as defined below).

1. INTRODUCTION
   Balwin Shareholders are referred to the circular to Balwin Shareholders dated Friday, 17 July 2026 relating
   to an offer by Bidco to acquire all of the issued Balwin Shares (other than the Excluded Shares) by way of
   a scheme of arrangement and the subsequent delisting of the issued Balwin Shares from the Main Board
   of the JSE and A2X (the “Circular”), as well as to all previous announcements relating to the Scheme, the
   last of which was dated Monday, 17 August 2026.

2. IMPLEMENTATION OF THE SCHEME
   Balwin Shareholders are advised that all the Scheme Conditions have now been fulfilled, and that the
   Scheme has become unconditional. Furthermore, the TRP has issued the Compliance Certificate.
   Consequently, Balwin and Bidco will proceed to implement the Scheme.
   Implementation of the Scheme will result in -

       •    Bidco acquiring all of the Scheme Shares for the aggregate of the Per Share Scheme
            Consideration of ZAR 4.35 (435 cents) for all Scheme Shares on the Scheme Implementation Date;
            and
       •    the Delisting of Balwin Shares from the Main Board of the JSE and A2X.

   Scheme Participants will therefore receive the Per Share Scheme Consideration on the Scheme
   Implementation Date as set out in the timetable below.

3. SALIENT DATES AND TIMES
   The Scheme will be implemented in accordance with the following salient dates and times:

                                                                                                      2026

     Delisting application in respect of Balwin Shares lodged with the JSE on           Thursday, 10 September
     Scheme last day to trade on                                                        Tuesday, 15 September
     Trading in Scheme Shares on the JSE and A2X to be suspended from                   Wednesday, 16 September
     commencement of trade on
     Scheme record date to be recorded in the Register in order to receive              Friday, 18 September
     the Per Share Scheme Consideration on
     Scheme implementation date on                                                      Monday, 21 September
     Payment of the Per Share Scheme Consideration to Dematerialised                    Monday, 21 September
     Scheme Participants on
     Payment of the Per Share Scheme Consideration to Certificated                      Monday, 21 September
     Scheme Participants (assuming timely surrender of Documents of Title
     and duly completed Forms of Surrender) on
     Termination of listing of Balwin Shares on the JSE and A2X at                     Tuesday,22 September
     commencement of trade on

Notes:

(1)    All times indicated above are in South African Standard Time.
(2)    No dematerialisation or re-materialisation of Balwin Shares may take place from the commencement of business on
       the Business Day following the Scheme last day to trade.

4. RESPONSIBILITY STATEMENTS
4.1.   The Balwin Independent Board accepts responsibility for the information contained in this announcement
       insofar as it relates to Balwin and the Scheme. To the best of the Balwin Independent Board's knowledge
       and belief, the information contained in this announcement is true and this announcement does not omit
       anything likely to affect the importance of the information.
4.2.   The Bidco board accepts responsibility for the information contained in this announcement insofar as it
       relates to Bidco. To the best of the Bidco board's knowledge and belief, the information contained in this
       announcement is true and the announcement does not omit anything likely to affect the importance of the
       information.

Corlett Drive
8 September 2026

Transaction Advisor to Balwin
YW Investments Proprietary Limited (trading as YW Capital)

Legal Advisor to Balwin
Cliffe Dekker Hofmeyer Inc.

Independent Expert to Balwin
Valeo Capital Proprietary Limited

Transaction sponsor to Balwin
Investec Bank Limited
Date: 08/09/2026 07:15:00
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