PUTPROP LIMITED — Proxy Solicitation & Information Statement 2024

Apr 29, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including to this front cover.

ACTION REQUIRED

• 1. This Circular is important and should be read in its entirety, with particular attention to the sections entitled "Action required by Shareholders" and "Action required by Odd-lot Holders", which commences on page 1.
• 1. If you are in any doubt as to what action you should take, please consult your Broker, CSDP, banker, attorney, accountant or other professional adviser immediately.
• 1. If you have disposed of all your Shares, this Circular should be handed to the purchaser of such Shares or to the Broker, CSDP or other agent through whom the disposal was effected.

Putprop does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner of Shares to notify such beneficial owner of the details set out in this Circular.

PUTPROP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1988/001085/06 Share code: PPR ISIN: ZAE000072310 ("Putprop" or "the Company")

CIRCULAR TO SHAREHOLDERS

Relating to:

• the amendment of the Memorandum of Incorporation and proposed Odd-lot Offer by Putprop to repurchase from Putprop Shareholders holding less than 100 Putprop Shares, all such Putprop Shares at the Odd-lot Offer Price;

and incorporating

• a notice convening the General Meeting of Shareholders;
• a form of proxy (for use by holders of Certificated Shares and Dematerialised Shares with own name registration only); and
• a form of election and surrender (for use by holders of Certificated Shares only).

Please note that Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Putprop and receive the Odd-lot Consideration in respect thereof.

Transaction Sponsor

Date of issue: Monday, 29 April 2024

This Circular is available in English only. Copies of this Circular may be obtained at the Company's registered office and at the office of AcaciaCap Advisors, at the addresses set out under the "Corporate Information and Advisors" section of this Circular during normal business hours, from the date of issue of this Circular until the date of the General Meeting and is also available on the Company's website https://www.putprop.co.za/investors/.

1

CORPORATE INFORMATION AND ADVISORS

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including to this Corporate Information and Advisors section.

DIRECTORS OF PUTPROP

Daniele Torricelli # (Chairman) Bruno Carleo (Chief Executive Officer) James Smith (Chief Financial Officer) Hayden Hartley # René Styber # Gerrit van Heerden #

Independent non-executive

COMPANY SECRETARY

Acorim Proprietary Limited 13th Floor, Illovo Point 68 Melville Road Illovo, 2196

TRANSFER SECRETARIES

Computershare Investor Services Proprietary Limited 15 Biermann Avenue Rosebank, 2196 (Private Bag X9000, Saxonwold, 2132)

TRANSACTION SPONSOR

AcaciaCap Advisors Proprietary Limited 20 Stirrup Lane Woodmead Office Park Woodmead, 2191 (Suite #439, Private Bag X29, Gallo Manor, 2052)

REGISTRATION NUMBER

1988/001085/06

REGISTERED OFFICE AND POSTAL ADDRESS

22 Impala Road Chislehurston, 2196

Place and date of incorporation: South Africa on 25 February 1988

HLB CMA South Africa

AUDITORS

No. 1 2nd Road Halfway House Estate Midrand, 1685

SPONSOR

Merchantec Capital 13th Floor, Illovo Point 68 Melville Road Illovo, 2196

TABLE OF CONTENTS

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including this table of contents section.

		Page
	Corporate Information and Advisors	1
	Action required by Shareholders	3
	Salient Dates and Times	6
	Definitions and interpretations	8
	Circular to Shareholders:	12
1.	Introduction and purpose of this Circular	12
2.	Rationale of the Odd-lot Offer	12
3.	Details of the Odd-lot Offer	13
4.	Impact of Odd-lot Offer on financial information	18
5.	Proposed Amendments to the Memorandum of Incorporation	18
6.	Share capital	19
7.	Major Shareholders	20
8.	Directors and management	20
9.	Working capital	20
10.	Material risks	21
11.	Material Changes	21
12.	Expenses relating to the Odd-lot Offer	21
13.	Directors' responsibility statement	22
14.	Litigation Statement	22
15.	Opinions, recommendations and undertakings	22
16.	Consents	22
17.	Documents available for inspection	22
	Enclosures Notice of General Meeting	Attached
	Form of Proxy in respect of the General Meeting (for use by Certificated Shareholders and Dematerialised Shareholders who have selected Own-Name Registration only)	Attached
Form of Election and Surrender (for use by Odd-lot Holders)

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including this Action required by Shareholders section.

This Circular is important and requires your immediate attention. Please take careful note of the following provisions regarding the action required by Shareholders. If you are in any doubt as to what actions to take, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately.

If you have disposed of all of your Shares, please forward this Circular to the purchaser of such Shares or to the CSDP, Broker, banker, attorney or other agent through whom the disposal was effected.

The General Meeting will be held at Boardroom 1, 22 Impala Road, Chislehurston, Sandton and allowing for electronic participation as contemplated in section 63(2)(a) of the Act, on Tuesday, 28 May 2024 at 10h00, at which General Meeting, Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the Resolutions set out in the Notice of General Meeting attached to this Circular.

1. GENERAL MEETING

• 1.1. Dematerialised shareholders who are not own-name registration dematerialised shareholders
• 1.1.1. Voting at the General Meeting
  • 1.1.1.1. Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and should thereafter cast your vote in accordance with your instructions.
  • 1.1.1.2. If your Broker or CSDP has not contacted you, it is advisable for you to contact your Broker or CSDP and furnish it with your voting instructions.
  • 1.1.1.3. If your Broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the Custody Agreement concluded between you and your Broker or CSDP.
  • 1.1.1.4. You must not complete the attached Form of Proxy (blue).
• 1.1.2. Attendance and representation at the General Meeting
  • 1.1.2.1. In accordance with the Custody Agreement between you and your Broker or CSDP, you must advise your Broker or CSDP if you wish to:
  • 1.1.2.1.1. participate and vote at the General Meeting; or
  • 1.1.2.1.2. send a proxy to represent you at the General Meeting.
  • 1.1.2.2. Your Broker or CSDP should then issue the necessary letter of representation to you for you or your proxy to attend, speak and vote at the General Meeting.

1.2. Certificated shareholders and dematerialised shareholders who are own-name registered dematerialised shareholders

• 1.2.1. Voting and attendance at the General Meeting
• 1.2.1.1. You may attend the General Meeting in person or electronically and may participate and vote at the General Meeting.

1.2.1.2. Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached Form of Proxy (blue) in accordance with the instructions contained therein and lodging it, posting it or sending it via e-mail to the Transfer Secretaries at the details below, to be received by them, for administrative purposes only, by no later than 10h00 (South African time) on Friday, 24 May 2024 or thereafter by emailing such Form of Proxy (blue) to the Chairperson or the Transfer Secretaries at the General Meeting at proxy@computershare.co.za at any time before the appointed proxy exercises any relevant Shareholder's rights at the General Meeting (or any adjournment of the General Meeting).

Hand deliveries to:

Computershare Investor Services (Pty) Ltd 15 Biermann Avenue Rosebank, 2196

Postal or email deliveries to:

Computershare Investor Services (Pty) Ltd Private Bag X9000, Saxonwold, 2132

Email: proxy@computershare.co.za

1.3. Identification of shareholders and proxies

In terms of section 63(1) of the Companies Act, before any person may electronically attend or participate in the General Meeting, that person must present reasonably satisfactory identification and the person presiding at the General Meeting must be reasonably satisfied that the right of the person to participate in and vote at the General Meeting, either as a Shareholder, or as a proxy for a Shareholder, has been reasonably verified. Acceptable forms of identification include a valid green bar-coded or smart card identification document issued by the South African Department of Home Affairs, South African driver's licence or a valid passport.

1.4. Electronic participation

• 1.4.1. Shareholders or their duly appointed proxy(ies) that wish to participate in the General Meeting via electronic communication ("Participants"), are required to apply to the Transfer Secretaries, by sending an email to proxy@computershare.co.za so as to be received by the Transfer Secretaries by no later than 10h00 on Friday, 24 May 2024.
• 1.4.2. The Transfer Secretaries will first validate such requests and confirm the identity of the Shareholder in terms of section 63(1) of the Act, and, if the request is validated, further details on using the electronic communication facility will be provided.
• 1.4.3. The Transfer Secretaries will inform Participants who notified the Transfer Secretaries of their intended participation as set out above, by no later than 17h00 on Monday, 20 May 2024 by email of the relevant details through which Participants can participate electronically. Participants who notified the Transfer Secretaries of their intended participation after 10h00 on Friday, 24 May 2024 but before the General Meeting will be provided with the relevant details through which Participants can participate electronically once their requests have been validated and the identity of the Shareholder has been confirmed in terms of section 63(1) of the Act.

2. ODD-LOT OFFER

• 2.1. Following the approval of the Resolutions to be considered at the General Meeting relating to the Odd-lot Offer, the Odd-lot Offer will open and if you are an Odd-lot Holder you must decide to either:
• 2.1.1. sell your Odd-lot Holding to Putprop at the Odd-lot Offer Price; or
• 2.1.2. retain your Odd-lot Holding.

2.2. If you wish to retain your Odd-lot Holdings you must specifically make an election to do so. Those Odd-lot Holders who do not make an election will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Putprop at the Odd-lot Offer Price and to receive the Odd-lot Consideration.

2.3. Certificated Shareholders

• 2.3.1. You must complete the Form of Election and Surrender (pink) and select to either sell or retain your Odd-lot Holding.
• 2.3.2. If you decide to retain your Odd-lot Holding, you must make sure that you complete the Form of Election and Surrender (pink) and return it to the Transfer Secretaries at the address set out in that form, to be received by no later than 12h00 on the Closing Date. If the Transfer Secretaries do not receive your completed form in time, you will automatically be regarded as having accepted the Odd-lot Offer and you will be deemed to have agreed to dispose of your Putprop Shares to Putprop and receive the Odd-lot Consideration.
• 2.3.3. If any Documents of Title of Certificated Odd-lot Holders have been lost or destroyed and the Odd-lot Holder concerned produces evidence to this effect to the satisfaction of the Transfer Secretaries and Putprop, then the Transfer Secretaries, subject to obtaining Putprop's consent, may dispense with the surrender of such existing Documents of Title against provision of an acceptable indemnity.

2.4. Dematerialised Shareholders

• 2.4.1. Your Broker or CSDP is obliged to contact you in the manner stipulated in the Custody Agreement concluded between you and your Broker or CSDP to ascertain what choice you wish to make in terms of the Odd-lot Offer and thereafter to advise the Transfer Secretaries of such choice.
• 2.4.2. If you have not been contacted, you should contact your Broker or CSDP and furnish your Broker or CSDP with your instructions relating to your choice.
• 2.4.3. If your Broker or CSDP does not obtain instructions from you regarding your choice, it will be obliged to act in accordance with the provisions contained in the agreement concluded between you and your Broker or CSDP.
• 2.4.4. You must NOT complete the Form of Election and Surrender (pink).

SALIENT DATES AND TIMES

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including to this Salient Dates and Times section.

	2024
Record date to receive this Circular and Notice of the General Meeting	Friday, 19 April
Publication of distribution of Circular and Odd-lot announcement on SENS on	Monday, 29 April
Circular posted to Shareholders on	Monday, 29 April
Last day to trade Shares in order to be recorded in the Register on the Record Date to Vote on	Tuesday, 14 May
Record Date to Vote at the General Meeting), by close of trade on	Friday, 17 May
For administrative reasons, Forms of Proxy (blue) in respect of the General Meeting to be lodged at the Transfer Secretaries by 10h00 on	Friday, 24 May
Forms of Proxy (blue) not lodged with the Transfer Secretaries to be emailed to the Transfer Secretaries at proxy@computershare.co.za (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting on	Tuesday, 28 May
General Meeting held at 10h00 on	Tuesday, 28 May
Results of the General Meeting announced on SENS on	Tuesday, 28 May
Odd-lot Offer opens at 09h00	Thursday, 30 May
Finalisation announcement (including the Odd-lot Offer Price) in respect of Odd-lot Offer	Tuesday, 4 June
Last day to trade to participate in the Odd-lot Offer	Tuesday, 18 June
Shares commence trading ex Odd-lot Offer	Wednesday, 19 June
Forms of Election and Surrender (pink) to be received by the Transfer Secretaries by 12h00	Friday, 21 June
Odd-lot Offer closes at 12h00	Friday, 21 June
Record Date for the Odd-lot Offer	Friday, 21 June
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or who have made no election will have their accounts at their CSDP or Broker credited with the Odd-lot Consideration	Monday, 24 June
Results of Odd-lot Offer released on SENS	Monday, 24 June
Payment of Odd-lot Offer Consideration to Certificated Odd-lot Holders who have accepted the Odd-lot Offer or who have made no election	Monday, 24 June
Results of the Odd-lot Offer published in the South African press on or about	Tuesday, 25 June
Delisting and cancellation of Putprop Shares repurchased in terms of the Odd lot Offer on or about	Tuesday, 25 June

Notes:

• 1. All times referred to in this Circular are local times in South Africa and are subject to change.
• 1. Any variation of the above dates and times will be approved by the JSE and released on SENS.
• 1. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, persons who acquire Shares after the last day to trade in order to be recorded in the Register on the Record Date to Vote, being Tuesday, 14 May 2024, will not be able to vote at the General Meeting.
• 1. Dematerialised Shareholders, other than those with Own-name Registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or Broker.
• 1. Forms of Proxy (blue) are to be lodged with Transfer Secretaries, for administrative purposes only, by no later than 10h00 on, Friday, 24 May 2024. Alternatively, Forms of Proxy (blue) may be emailed to the Transfer Secretaries at proxy@computershare.co.za (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting.
• 1. If the General Meeting is adjourned or postponed, Forms of Proxy (blue) submitted for the initial General Meeting will remain valid in respect of any such adjournment or postponement.
• 1. Odd-lot Offer:
• 7.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed Broker or CSDP of their election by the cut off time stipulated by their Broker or CSDP. This will be before the Closing Date of the Odd-lot Offer.
• 7.2 In the case of Certificated Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, payment will be made on Monday, 24 June 2024 by EFT into the bank accounts of the Odd-lot Holders, which are provided by the Odd-lot Holders on the Form of Election and Surrender (pink).
• 7.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided in the Common Monetary Area, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, and who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, are referred to paragraph 3.9 of this Circular regarding processing and payment of the Odd-lot Consideration.
• 7.4 Those Odd-lot Holders who do not make an election or do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Putprop at the Odd-lot Offer Price and to receive the Odd-lot Consideration.
• 7.5 Shareholders may not dematerialise or rematerialise their Shares between the last day to trade to participate in the Odd-lot Offer and the Record Date for the Odd-lot Offer both days inclusive.

DEFINITIONS AND INTERPRETATIONS

In this Circular, unless otherwise stated or the context indicates otherwise, the words and expressions in the first column shall have the meanings stated opposite them in the second column, and words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons and unincorporated associations of persons and vice versa, and any reference to one gender shall include the other gender.

"Act" or "Companies Act"	the Companies Act, No. 71 of 2008, as amended;
"Authorised Dealer"	an authorised dealer of the South African Reserve Bank, established in terms of section 9 of the Currency and Banking Act, 31 of 1920, as amended and currently governed by the South African Reserve Bank Act, 90 of 1989, as amended designated as such in the Exchange Control Regulations;
"Board" or "Directors"	the board of directors of the Company, whose names appear on page 1 of this circular;
"Broker"	any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act;
"Business Day"	any day other than a Saturday, Sunday or any other public holiday in South Africa;
"Certificated Odd-lot Holder/s"	Odd-lot Holders who hold Certificated Shares;
"Certificated Shareholders"	all registered holders of Certificated Shares;
"Certificated Shares"	Shares represented by share certificates or other written instruments, which have not been surrendered for dematerialisation in terms of the requirements of Strate;
"Circular"	this circular to Shareholders, dated Monday, 29 April 2024, including the Notice of General Meeting, the Form of Proxy (blue), the Form of Election and Surrender (pink) and the annexures hereto;
"Closing Date"	the closing date of the Odd-lot Offer, which will be at 12h00 pm on a date to be announced on SENS and which is anticipated to be by no later than 12h00 pm on Friday, 21 June 2024;
"Common Monetary Area"	South Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini;
"Company Secretary"	the secretary of the Company as appointed from time to time;

"CSDP"	a "participant" as defined in the Financial Markets Act, being a person that holds in custody and administers securities or an interest in securities and that has been accepted by a central securities depository as a participant in terms of section 31 of the Financial Markets Act;
"Custody Agreement"	a custody mandate agreement between a Shareholder and a CSDP or their relationship in respect of Dematerialised Shares held on the sub register of Dematerialised Shareholders maintained by a CSDP or Broker on behalf of that person;
"Dematerialised Shareholders"	all registered holders of Dematerialised Shares;
"Dematerialised Shares"	Shares that have been dematerialised through a Broker or CSDP in terms of the requirements of Strate and which are recorded in the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs;
"Documents of Title"	share certificates, certified transfer deeds, balance receipts or any other documents of title to shares acceptable to the Board;
"EFT"	electronic funds transfer;
"Exchange Control Regulations"	the Exchange Control Regulations, promulgated in terms of section 9 of the Currency and Exchanges Act, 9 of 1933, as amended;
"Financial Markets Act"	the Financial Markets Act, No. 19 of 2012, as amended;
"Form of Election and Surrender"	the form of election and surrender (pink) for use by Certificated Odd-lot Holders to retain or sell their Odd-lot Holdings;
"Form of Proxy"	the Form of Proxy (blue) for use by Certificated Shareholders and Own-Name Dematerialised Shareholders only, for purposes of appointing a proxy to represent such Shareholder at the General Meeting;
"General Meeting"	the general meeting of Shareholders that will be held at Boardroom 1, 22 Impala Road, Chislehurston, Sandton and allowing for electronic communication, at 10h00 on Tuesday, 28 May 2024, convened in terms of the Notice of General Meeting enclosed and forming part of this Circular, together with any reconvened general meeting held as a result of any adjournment or postponement of that general meeting, for purposes of considering and, if deemed fit, passing, with or without modification, the Resolutions set out in the Notice of General Meeting and forming part of this Circular;
"Group"	Putprop and its subsidiaries;
"Income Tax Act"	the Income Tax Act, (Act 58 of 1962), as amended;

"JSE"	the exchange, licensed under the Financial Markets Act, operated by JSE Limited (registration number 2005/022939/06), a public company duly incorporated in South Africa;
"JSE Listings Requirements"	the listings requirements of the JSE as at the Last Practicable Date;
"Last Practicable Date"	Friday, 19 April 2024 being the last practicable date prior to the finalisation of this Circular;
"MOI"	the Memorandum of Incorporation of Putprop;
"Notice of General Meeting"	the notice convening the General Meeting, which is attached to and forms part of this Circular;
"Odd-lot Consideration"	the Odd-lot Offer Price that will be received by Odd-lot Holders who elect to sell their Shares or who do not make an election;
"Odd-lot Holders"	Shareholders holding Odd-lot Holdings;
"Odd-lot Holding"	a shareholding of less than 100 Shares;
"Odd-lot Offer"	the proposed offer by Putprop to repurchase the Odd-lot Holdings of Odd-lot Holders at the Odd-lot Offer Price;
"Odd-lot Offer Price"	the offer price which will be as set out in paragraph 3.1 of this Circular, being a 5% premium to the 30-day VWAP of a Putprop Share at the close of business on Monday, 3 June 2024 (being the final business day before the finalisation announcement on Tuesday, 4 June 2024);
"Opening Date"	the opening date of the Odd-lot Offer, being 09h00 am on Thursday, 30 May 2024;
"Own-name Registration"	Dematerialised Shareholders who have instructed their CSDP to hold their Shares in such Shareholders' own name on the sub-register of Dematerialised Shareholders maintained by the CSDP;
"Putprop" or "Company"	Putprop Limited (registration number: 1988/001085/06), a company duly registered and incorporated in accordance with the company laws of South Africa and of which all the issued Shares are listed on the Main Board of the JSE;
"R" or "Rand"	South African Rand;
"Record Date for the Odd-lot Offer"	the date on which a Shareholder must be registered in the Register in order to be eligible to participate in the Odd-lot Offer, which date is at close of business on Friday, 21 June 2024;

"Record Date to Vote"	the date on which a Shareholder must be registered in the Register in order to be eligible to attend, participate and vote at the General Meeting, which date is Friday, 17 May 2024;
"Register"	the securities register of the Company, including the register of Certificated Shareholders maintained by the Transfer Secretaries and the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs;
"Restricted Jurisdictions"	any jurisdiction in which it is illegal or otherwise unlawful for the Odd-lot Offer to be made or accepted, including (without limitation) Australia, Canada, Japan and the United States;
"Resolutions"	special resolutions number 1 and 2 and ordinary resolutions number 1 and 2 as set out in the Notice of General Meeting;
"SENS"	the Stock Exchange News Service of the JSE;
"Shareholders" or "Putprop Shareholders"	the holders of Shares issued by the Company and who are entered as such in the Register;
"Shares" or "Putprop Shares"	ordinary shares with a par value of 2.5 cents (two comma five South African cents) each in the authorised share capital of Putprop;
"South Africa"	the Republic of South Africa;
"Strate"	Strate Proprietary Limited (registration number 1998/022242/07), a private company duly incorporated in South Africa, and a central securities depository licensed in terms of the Financial Markets Act responsible for the electronic clearing and settlement system provided to the JSE;
"Transaction Sponsor"	AcaciaCap Advisors Proprietary Limited (registration number: 2006/033725/07), a limited liability private company duly incorporated in South Africa and the transaction sponsor to Putprop;
"Transfer Secretaries"	Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly incorporated in South Africa;
"VAT"	Value Added Taxation, levied in terms of the Value Added Tax Act (No. 89 of 1991), as amended; and
"VWAP"	volume weighted average price of a Share.

PUTPROP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1988/001085/06 Share code: PPR ISIN: ZAE000072310 ("Putprop" or "the Company")

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

• 1.1 As at the Last Practicable Date, there are a total of 403 Odd-lot Holders on the Register, comprising 52% of the total number of Shareholders in the Company. Conversely, the total number of Putprop Shares held by the Odd-lot Holders comprise 5 959 Shares representing only 0.01% of the total issued shares of Putprop. Therefore, more than half of the administrative time and costs associated with the Shareholder base are incurred with respect to Shareholders that hold 0.01% of total Shares in issue.
• 1.2 Accordingly, the Board has proposed the implementation of the Odd-lot Offer to facilitate the reduction in Putprop Shareholders in an equitable manner.
• 1.3 Putprop has decided to proceed with the implementation of the Odd-lot Offer in order to (i) provide Odd-lot Holders with an opportunity to realise the value of their investment without incurring dealing charges which might otherwise make it impractical to sell their holding, and to provide liquidity for those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election and (ii) to reduce the costs and complexity of managing a large shareholder base. In terms of the Odd-lot Offer Putprop will repurchase the Putprop Shares from the Odd-lot Holders at a 5% premium to the 30-day VWAP of an Putprop Share at the close of business on Monday, 3 June 2024.
• 1.4 The current MOI does not provide for Odd-lot Offers nor the relevant clauses that allow for the repurchase of shares associated therewith. An amendment to the MOI is accordingly required prior to the approval of the Odd-lot Offer.
• 1.5 The purpose of the Circular is to provide Shareholders with relevant information relating to the changes in the MOI and the Odd-lot Offer, as well as to convene the General Meeting at 10h00 on Tuesday, 28 May 2024, to be held in person and electronically for the purposes of considering and, if deemed fit, passing, with or without modification, the Resolutions contained in the Notice of General Meeting, to approve the changes to the MOI as well as to approve and implement the Odd-lot Offer.

2. RATIONALE OF THE ODD-LOT OFFER

• 2.1 The rationale for the Odd-lot Offer is as follows:

• 2.1.1. From an Odd-lot Holder's perspective the Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot Holdings on an efficient basis and will provide liquidity for those Odd-lot Holders who elect not to retain their Odd-lot Holdings or who make no election, in which case such Odd-lot Holders will be deemed to have agreed to dispose of their Odd-lot Holdings. Odd-lot Holders will dispose of their Odd-lot Holdings to Putprop and receive the Odd-lot Consideration. Odd-lot Holders can elect to retain their Odd-lot Holdings.

• 2.1.2. From Putprop's perspective, the Odd-lot Offer will, amongst other things, reduce the complexity and cost of managing a shareholder base that comprises of approximately 52% of Odd-lot Holders and who hold only 0.01% of the total Shares.

• 2.1.3. The Board has accordingly decided to propose the Odd-lot Offer in order to enable Odd-lot Holders to dispose of their Odd-lot Holdings in a cost-effective manner, thereby reducing the number of Odd-lot Holders in an equitable manner.

3. DETAILS OF THE ODD-LOT OFFER

• 3.1 Odd-lot Offer Price
• 3.1.1. The Odd-lot Offer Price will be at a premium of 5% to the 30-day VWAP of an Putprop Share at the close of business on Monday, 3 June 2024.
• 3.1.2. The Odd-lot Consideration will be distributed as a return of capital and will result in a reduction of "contributed tax capital" as defined in section 1 of the Income Tax Act. The Odd-lot Consideration will therefore not be regarded as a dividend for South African income tax purposes.
• 3.1.3. Putprop Shareholders are advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.
• 3.2 Condition precedent to the Odd-lot Offer

The implementation of the Odd-lot Offer is subject to the fulfilment of the condition precedent that the Resolutions relating to the approval of the amendments to the MOI and Odd-lot Offer contained in the Notice of General Meeting attached to and forming part of this Circular are duly passed.

• 3.3 Terms of the Odd-lot Offer
• 3.3.1 Odd-lot Holders, on the Record Date for the Odd-lot Offer, will be eligible to participate in the Odd-lot Offer.
• 3.3.2 The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of the national securities exchanges of a Restricted Jurisdiction and the Odd-lot Offer cannot be accepted by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, neither copies of this Circular nor any related documentation are being or may be mailed or otherwise distributed or sent in or into or from a Restricted Jurisdiction, and if received in any Restricted Jurisdiction, this Circular should be treated as being received for information purposes only.
• 3.3.3 The information contained herein does not constitute a distribution, an offer to sell or the solicitation of an offer to buy any Putprop Shares in any jurisdiction in which such distribution or offer is not authorised. In particular, the information herein is not for distribution and does not constitute an offer to sell or the solicitation of any offer to buy any Putprop securities in the United States of America or to or for the benefit of any person as such term is defined under the United States Securities Act of 1933, as amended.
• 3.3.4 The Odd-lot Consideration to be paid for each Share pursuant to the Odd-lot Offer will be the Odd-lot Offer Price.

• 3.3.5 The Shares repurchased in terms of the Odd-lot Offer will be cancelled, delisted and reinstated as authorised but unissued Shares.

• 3.4 Mechanism of the Odd-lot Offer

• 3.4.1. Following the General Meeting, and provided the Shareholders approve the Resolutions required to implement the Odd-lot Offer, Putprop will proceed with implementing the Odd-lot Offer.
• 3.4.2. In terms of the Odd-lot Offer, Odd-lot Holders will be able to:
  • 3.4.2.1. have their Odd-lot Holdings repurchased by Putprop at the Odd-lot Offer Price if they decide to sell their Odd-lot Holdings; or
  • 3.4.2.2. retain their Odd-lot Holdings if they decide to retain their Odd-lot Holdings.
• 3.4.3. Odd-lot Holders who wish to retain their Putprop Shares must specifically elect to do so. Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd- lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holding to Putprop at the Oddlot Offer Price and to receive the Odd-lot Consideration.
• 3.4.4. The Odd-lot Offer is expected to be open for acceptance from 09:00 on the Opening Date and will close at 12h00 on the Closing Date. All Shareholders who hold a total of less than 100 Shares at the Record Date for the Odd-lot Offer will be entitled to participate in the Odd-lot Offer. The procedure on how such Odd-lot Holders must make their choice (election and surrender procedure) is set out in paragraph 3.5 below.
• 3.4.5. The Shares of those Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries or who decide to sell their Odd-lot Holdings for the Odd-lot Consideration will be repurchased by Putprop at the Odd-lot Offer Price. Any such repurchase will be regarded as an acquisition of Shares in terms of the Companies Act and a specific repurchase of Shares in terms of the JSE Listings Requirements.
• 3.4.6. Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries should note that they shall be deemed to have agreed to dispose of their Shares to Putprop at the Odd-lot Offer Price in terms of the MOI and the JSE Listings Requirements and to receive the Odd-lot Consideration. In such circumstances, the Odd-lot Holdings will automatically be repurchased by Putprop, without any further action on their part and without any further notice to Odd-lot Holders.
• 3.4.7. The repurchase in terms of the Odd-lot Offer as set out above will not be from a related party as defined in the JSE Listings Requirements.
• 3.5 Election and surrender procedure for Odd-lot Holders following the General Meeting:
• 3.5.1 Odd-lot Holders may decide to either:
  • 3.5.1.1. sell their Odd-lot Holdings to Putprop at the Odd-lot Offer Price; or
  • 3.5.1.2. retain their Odd-lot Holdings. If Shareholders wish to retain their Odd-lot Holding they have to make this election.

• 3.5.2 Those Odd-lot Holders who do not make an election or who do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to Putprop and receive the Odd-lot Consideration in respect thereof.

• 3.5.3 The election made by Odd-lot Holders is irrevocable and may not be withdrawn once made.

• 3.5.4 Certificated Odd-lot Holders must complete the enclosed Form of Election and Surrender (pink) and return it to the Transfer Secretaries, together with the share certificate, to be received by no later than 12h00 on the Closing Date.
• 3.5.5 Dematerialised Odd-lot Holders should instruct their CSDP or Broker as to what action they wish to take in the time and manner stipulated in the agreement entered into between them and their CSDP or Broker. Dematerialised Odd-lot Holders must NOT return their forms to the Transfer Secretaries.
• 3.5.6 If any Documents of Title of Certificated Odd-lot Holders have been lost or destroyed and the Odd-lot Holder concerned produces evidence to this effect to the satisfaction of the Transfer Secretaries and Putprop, then the Transfer Secretaries, subject to obtaining Putprop's consent, may dispense with the surrender of such existing Documents of Title against provision of an acceptable indemnity.
• 3.5.7 Receipts for the surrender of Documents of Title of Certificated Odd-lot Holders will be issued only on request.
• 3.5.8 If an Odd-lot Holder does not make an election to retain its Odd-lot Holding it must be drawn to his attention that his share certificates will no longer be good for delivery after the last day to trade in respect of the Odd-lot Offer, other than to receive the proceeds of the sale of such Shares (being the Odd-lot Consideration), upon surrender.
• 3.5.9 Subject to the implementation of the Odd-lot Offer, it will be necessary for Certificated Odd-lot Holders who have elected to sell their Odd-lot Holdings, either by completing the relevant option set out in the Form of Election and Surrender (pink), or by not responding, to submit all existing Documents of Title under cover of the enclosed Form of Election and Surrender (pink) to the Transfer Secretaries.
• 3.5.10 Nominee companies will be treated as a single Shareholder, but should a nominee company decide to dispose of Odd-lot Holdings on behalf of principals whose shareholdings constitute Odd-lot Holdings, it may do so by applying in writing to the Transfer Secretaries, giving details of the number of Shares involved, such application to be received by no later than 12h00 on the Closing Date.
• 3.5.11 For those Odd-lot Holders who decide to sell their Odd-lot Holdings for the Odd-lot Consideration, all Forms of Election and Surrender (pink), received by the Transfer Secretaries by no later than 12h00 on the Closing Date will be processed and payment will be made by EFT into the Shareholder's bank account on or about Monday, 24 June 2024, as provided on the Form of Election and Surrender (pink).
• 3.5.12 In respect of Dematerialised Odd-lot Holders who elect to participate in the Oddlot Offer, or in the case of Odd-lot Holders who fail to make an election, their accounts held at their CSDP or Broker will be credited with the Odd-lot Consideration on or about Monday, 24 June 2024.
• 3.6 Transaction costs for Odd-lot Holders:
• 3.6.1. Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in respect of the Odd-lot Offer.

• 3.6.2. Securities transfer tax, if any, will be paid by Putprop at a rate of 0.25% calculated on the taxable amount as determined in section 5(1)(a) of the Securities Transfer Tax Act No. 25 of 2007.

• 3.6.3. The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell their Odd-lot Holdings to Putprop or who do not make an election or who do not return their Form of Election and Surrender (pink) timeously to the Transfer Secretaries. Putprop Shareholders are advised to consult their own tax and/or other professional advisors regarding the taxation implications arising out of the acceptance of the Odd-lot Offer.

• 3.7 Additional provisions in respect of the Odd-lot Offer:
• 3.7.1. Putprop will be entitled to refuse to implement the repurchase of Shares pursuant to the Odd-lot Offer in respect of any Odd-lot Holder whom Putprop reasonably believes has only become an Odd-lot Holder to take advantage of the Odd-lot Offer, and such Odd-lot Holder will have no claim against Putprop arising out of or in connection with such refusal.
• 3.7.2. The Directors, at their discretion, reserve the right to withdraw or postpone the Oddlot Offer in respect of any Shareholder at any time prior to the publication of a finalisation announcement on SENS in respect of the Odd-lot Offer on Tuesday, 4 June 2024.
• 3.7.3. Putprop will not convene the General Meeting to obtain the required shareholders' approval to undertake the Odd-lot Offer during a prohibited period as defined in the JSE Listings Requirements. Subject to Shareholders approving the Resolutions, the implementation of the Odd-lot Offer will not take place in a prohibited period, noting that Putprop will be in a closed period from 1 July 2024 until the publication of its annual results for the year ended 30 June 2024.

3.7.4. The MOI does not presently allow for the Odd-lot Offer to be undertaken by the Company in terms of the JSE Listings Requirements. Accordingly, shareholders will need to approve an amendment to the MOI as detailed in paragraph 5 below.

3.8 Jurisdiction:

• 3.8.1. The Odd-lot Offer shall be governed by and be subject to the laws of South Africa. The Odd-lot Offer may be affected by the laws of the relevant jurisdictions of foreign Shareholders. Such foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of this Circular that may affect them.
• 3.8.2. The release, publication or distribution of this Circular in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.
• 3.8.3. The Odd-lot Offer does not constitute an offer in any Restricted Jurisdiction.
• 3.8.4. The Odd-lot Offer has not been and will not be registered under the Securities Act of the United States. Accordingly, the Odd-lot Offer may not be made, directly or indirectly, in the United States or to or for the account or benefit of United States persons, except pursuant to exemptions from the Securities Act of the United States. This Circular and its accompanying documents are not being, and must not be mailed or otherwise distributed or sent in, into or from the United States.

• 3.8.5. It is the responsibility of any person wishing to accept the Odd-lot Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including obtaining any governmental or other consent that may be required or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdictions.

• 3.8.6. Any such Shareholder will be responsible for any issue, transfer or other taxes payable outside South Africa.

• 3.8.7. A foreign Shareholder who is in any doubt about his position, should consult an appropriate professional advisor in the relevant jurisdiction.
• 3.9 Exchange Control Regulations:

The following summary is intended only as a guide and is, therefore, not comprehensive. If Shareholders are in any doubt as to the appropriate course of action, they are advised to consult their professional advisors.

• 3.9.1. Emigrants from the Common Monetary Area:
• 3.9.1.1. The Odd-lot Consideration will not be freely transferable from South Africa and will have to be dealt with in terms of the Exchange Control Regulations.
• 3.9.1.2. The Odd-lot Consideration due to an Odd-lot Holder who is an emigrant from South Africa, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, will be deposited in a blocked account with the Odd-lot Holder's Authorised Dealer in foreign exchange in South Africa (controlling the Odd-lot Holder's blocked assets in accordance with his instructions), against delivery of the relevant Documents of Title.
• 3.9.1.3. At the time of the Odd-lot Offer, the Authorised Dealer releasing the relevant Documents of Title in terms of the Odd-lot Offer must countersign the Form of Election and Surrender (pink) thereby indicating that the Oddlot Consideration will be placed directly in its control.
• 3.9.1.4. The Form of Election and Surrender (pink) will make provision for the details of the Authorised Dealer concerned to be provided.
• 3.9.2. All other non-residents of the Common Monetary Area:
• 3.9.2.1. Odd-lot Holders who have any queries or require assistance with respect to any aspect of the Odd-lot Offer, including the instructions required to be given to an Odd-lot Holder's nominated Authorised Dealer with regard to the receipt of the Odd-lot Consideration against delivery of the relevant Documents of Title should contact the Transfer Secretary of Putprop at corporate.events@computershare.co.za or +27 (11) 370 5000.
• 3.9.2.2. The Odd-lot Consideration due to an Odd-lot Holder who is a non-resident of South Africa and who has never resided in the Common Monetary Area, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, will be deposited with the Authorised Dealer in foreign exchange in South Africa nominated by such Odd-lot Holder. It will be incumbent on the Odd-lot Holder concerned to instruct the Odd-lot Holder's nominated Authorised Dealer as to the disposal of the Odd-lot Consideration against delivery of the relevant Documents of Title.
• 3.9.2.3. The Form of Election and Surrender (pink) will make provision for the nomination required. If the information regarding the Authorised Dealer is incomplete, the Odd-lot Consideration will be held in trust by Putprop for the Odd-lot Holders concerned pending receipt of the necessary information or instruction.
• 3.9.2.4. All CSDPs and Brokers through which Shares have been dematerialised should note that they are required to comply with the Exchange Control Regulations set out above.

4. IMPACT OF THE ODD-LOT OFFER ON FINANCIAL INFORMATION

4.1 Source of funds

The Odd-lot Offer will be funded from Putprop's existing cash resources.

• 4.2 Financial impact
• 4.2.1. For illustrative purposes, and based on historical information, if Putprop had to implement the Odd-lot Offer based on existing Putprop Shareholders who have Odd-lot Holdings of approximately 5 959 Shares, the maximum number of Shares to be repurchased in terms of the Odd-lot Offer would amount to 5 959 Shares.
• 4.2.2. Based on the maximum number of Shares being repurchased, the financial impact on Putprop, if the Odd-lot Offer is fully funded from existing cash resources, will be as follows:
  • 4.2.1.1. assuming an Odd-lot Offer Price of R3.29 per Share, which is based on the 30-day VWAP of an Putprop Share immediately prior to the Last Practicable Date, plus a 5% premium, a reduction of Putprop's cash resources of approximately R239 605 (comprising the total offer consideration of R19 605 and the estimated expenses relating to the Odd-lot Offer of approximately R220 000);
  • 4.2.1.2. a reduction of the total equity and reserves of Putprop by approximately R239 605 (which includes estimated expenses relating to the Odd-lot Offer of approximately R220 000).
• 4.2.3. The Odd-lot Offer is not expected to have any other significant financial impact on Putprop.

5. PROPOSED AMENDMENTS TO THE MEMORANDUM OF INCORPORATION

5.1 Introduction and rationale for the amendments

The board is proposing amendments to the MOI to enable it to effectively implement the proposed odd lot offer. These proposed amendments serve to clarify the meaning of odd lot offers in accordance with the provisions of the JSE Listings Requirements; the process to be followed by the company when it intends reducing administrative costs resulting from a large number of odd lot holders through the making of an odd lot offer; and to provide that the default position for shareholders who qualify to participate in the odd lot offer but do not make an election to either retain or sell their odd lot holdings shall be that such shareholders are deemed to have agreed to sell their odd lot holdings, and the company shall be entitled (on implementation of the odd lot offer) to repurchase all of the odd lots held by such shareholders.

5.2 Proposed Amendments

The board of directors has resolved to propose the following amendments to the Company's memorandum of incorporation:

• 5.2.1 The addition of new clauses 17.5 providing for odd-lot offers, as follows:

• "17.5 For the purpose of this clause 17.5, "odd-lot" means a total holding by a Securities holder of (a) less than 100 (one hundred) Securities; or (b) 100 or more Securities, provided that it can be illustrated to the JSE that the costs associated with a holder disposing of such number of shares is equal to or exceeds the total value of such number of Securities.

• 17.5.1 Where the Company intends reducing administrative costs resulting from a large number of odd-lot holders and the Company proposes to make an odd-lot offer, the Company shall do so in accordance with the Listings Requirements or as otherwise permitted by the JSE and in such instances a two-way election shall be provided for in terms of which the Securities holders may:

• 17.5.1.1 elect to retain their odd-lot holding; or
• 17.5.1.2 elect to sell the odd-lot holding, being the default action applicable if the Securities holders do not make any election in terms of this clause 17.5.2.
• 17.5.2 When the Company proposes to make an odd-lot offer, the Board shall pass a resolution approving the odd-lot offer confirming that the Company and its subsidiaries (the "Group") have passed the Solvency and Liquidity Test (in respect of the maximum payment that will be made to holders of Securities as a result of the odd lot offer) and that, since the Solvency and Liquidity Test was performed, there have been no material changes to the financial position of the Group.
• 17.5.3 If any holders of Securities who qualify to participate in the odd-lot offer do not make an election in terms of clause 17.5.2, such holders (and any Person with a Beneficial Interest in such odd-lots) shall be deemed to have agreed to sell their odd-lot holdings, and the Company shall be entitled (on implementation of the odd lot offer) to expropriate all of the odd-lots held by such holders, provided that the odd-lot offer has been approved by Shareholders in Shareholders Meeting by Ordinary Resolution.

5.3 Resolutions

Shareholders will be requested to approve special resolution number 1 set out in the notice of general meeting to give effect to the above changes. The resolution approving the amendments to the Memorandum of Incorporation is subject to 75% of shareholders present, in person or by proxy, voting in favour of the resolution at the general meeting convened in terms of the notice of general meeting attached to and forming part of this circular.

6. SHARE CAPITAL

The table below shows the authorised and issued share capital of Putprop before and after the Odd-lot Offer:

Before the Odd-lot Offer	Number of shares	R'000
Authorised Share capital	500 000 000
Issued Share capital	42 409 181	93 490
After the Odd-lot Offer and cancellation of 5 959 shares	Note 1	Note 2
Authorised Share capital	500 000 000
Issued Share capital	42 403 222	93 470

Notes:

1. Based on 5 959 Shares being repurchased in terms of the Odd-lot Offer (being the maximum number of Shares held by Odd-lot Holders as at the Last Practicable Date).

2. Based on 5 959 Shares being repurchased in terms of the Odd-lot Offer at an assumed Odd-lot Offer Price of R3.29 per share (being a 5% premium to the 30-day VWAP of a Putprop Share on the close of business on the Last Practicable Date).

7. MAJOR SHAREHOLDERS

As far as Putprop is aware, as at the Last Practicable Date the following persons are beneficially interested, directly or indirectly, in 5% or more of the Shares in issue (based on 42 409 181 Shares in issue at the Last Practicable Date:

Shareholder	Number of Shares	Shares in issue (%)
Carleo Enterprise (Pty) Ltd	28 139 776	66.35%
Heynen Family Trust	2 850 046	6.72%
Total	30 989 822	73.07%

8. DIRECTORS AND MANAGEMENT

8.1 The full names, ages, capacities and business addresses of the Directors and key management of Putprop are set out below:

Name	Age	Capacity	Business Address
Bruno Carleo	67	Chief Executive Officer	Putprop House, 22 Impala Road,
			Chislehurston, 2196
James Smith	70	Chief Financial Officer	Putprop House, 22 Impala Road,
			Chislehurston, 2196
Daniele Torricelli	59	Independent Non	Putprop House, 22 Impala Road,
		Executive Director	Chislehurston, 2196
Hayden Hartley	50	Independent Non	Putprop House, 22 Impala Road,
		Executive Director	Chislehurston, 2196
Gerrit van Heerden	69	Independent Non	Putprop House, 22 Impala Road,
		Executive Director	Chislehurston, 2196
René Styber	52	Independent Non	Putprop House, 22 Impala Road,
		Executive Director	Chislehurston, 2196

Mrs Anna Carleo-Novello retired on 30 November 2023.

8.2 Abridged curriculum vitae

The abridged curriculum vitae of the Directors and management of Putprop are set out on page 115 in the Company's 2023 Integrated Report, which can be obtained from the following link: www.putprop.co.za/wp/investor

• 8.3 Directors' interests in Putprop Shares
• 8.3.1 The direct and indirect beneficial interests of the Directors, including Directors who have resigned during the last 18 months, in Putprop Shares (based on 42 409 181 Shares in issue as at the Last Practicable Date) are as follows:

Director	Direct beneficial	Indirect beneficial	Total	% of issued share capital¹
BC Carleo	54 133	1 670 922	1 725 055	4.07%
Anna Carleo-Novello#	23 273	2 150 145	2 173 418	5.12%
Total	77 406	3 821 067	3 898 473	9.19%

- retired 30 November 2023

7.3.2 There have been no changes in Directors' interests between the Company's yearend, being 30 June 2023 and the Last Practicable Date.

9. WORKING CAPITAL

9.1 The Odd-lot Offer is subject to the provisions of the MOI, the Companies Act and the JSE Listings Requirements. The Directors of the Company are of the opinion that, after considering the effect of the Odd-lot Offer:

• 9.1.1 the Company and the Group are in a position to repay their debts in the ordinary course of business for a period of 12 months after the date of approval of the Circular;
• 9.1.2 the assets of the Company and the Group, being fairly valued in accordance with International Financial Reporting Standards, are in excess of the liabilities of the Company and the Group for a period of 12 months after the date of approval of the Circular. For this purpose, the assets and liabilities have been recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements for the year ended 30 June 2023;
• 9.1.3 the Share capital and reserves of the Company and the Group are adequate for ordinary business purposes for a period of 12 months after the date of approval of the Circular; and
• 9.1.4 the working capital of the Company and the Group will be adequate for ordinary business purposes and its present requirement, that is, for a period of 12 months after the date of approval of the Circular. The Board has, in terms of section 48(2)(a) and section 46 of the Companies Act, adopted the following resolutions on or about 17 April 2024:
• 9.1.5 approving and authorising the Odd-lot Offer as well as the payment of the Odd-lot Consideration; and
• 9.1.6 acknowledging that it has passed the solvency and liquidity test, as set out in section 4 of the Companies Act, and reasonably concluded that Putprop will satisfy the solvency and liquidity test immediately after completing the payment of the Odd-lot Consideration and since the test was performed, there have been no material changes to the financial position of Putprop other than the balloon payment of R46.9 million owed to Nedbank Limited, which was reflected under current liabilities at 30 June 2023, being converted into long term debt.
• 9.2 The Board proposes the Resolutions in respect of the Odd-lot Offer that are recorded in the Notice of General Meeting and has accordingly convened the General Meeting.

10. MATERIAL RISKS

The Board takes full responsibility for the governance of risk within Putprop and the Audit and Risk Committee oversees risk management on behalf of the Board and receives regular feedback from management on all risk-related activities. The Audit and Risk Committee continually assesses all governance structures to ensure that roles, responsibilities and accountabilities for identifying, managing, mitigating, reporting and escalation of risks within the Group are clearly defined.

The risks of the Company have been incorporated by reference and can be accessed commencing on page 101 of the Company's latest integrated annual report, at: www.putprop.co.za

11. MATERIAL CHANGES

Save as disclosed in this Circular, there have been no material changes to the financial or trading position of Putprop since the publication of its unaudited interim results for the six months ended 31 December 2023 and the Last Practicable Date.

12. EXPENSES RELATING TO THE ODD-LOT OFFER

The expenses incurred by Putprop relating to the Odd-lot Offer are estimated at approximately R220 000 (excluding VAT) and comprise:

Nature of Expense	Party	R
Transaction Sponsor	AcaciaCap Advisors	150 000
JSE documentation inspection fees	JSE	13 408
Printing, publication and distribution costs	Finic	5 000
Transfer Secretary	Computershare	45 000
General provision		6 592
Total		220 000

13. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors, whose names appear in the "Corporate information and advisors" section of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, the information in this Circular is true and there are no other facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the JSE Listings Requirements.

14. LITIGATION STATEMENT

As at the Last Practicable Date, the Company is not aware of any legal or arbitration proceedings, including any legal or arbitration proceedings pending or threatened, that may have or have had in the recent past, being the 12 months preceding the date of this Circular, a material effect on the Company's financial position.

15. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS

• 15.1. The Board is of the opinion that the Odd-lot Offer is in the best interests of Putprop and recommends that Putprop Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
• 15.2. The Directors who hold Putprop Shares as set out in paragraph 7.3 above intend to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their personal holdings in the issued Share capital of Putprop.

16. CONSENTS

All parties detailed in the "Corporate Information and Advisors" section of this Circular have consented in writing to act in the capacities stated and to the inclusion of their names and, where applicable, to the inclusion of their reports in this Circular in the form and context in which they appear and have not withdrawn their consents prior to Last Practicable Date.

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the registered office of Putprop or at the offices of AcaciaCap Advisors and on the Company's website athttps://www.putprop.co.za/investors/ from the date of issue of this Circular up to and including the date of the General Meeting (both days inclusive):

• 17.1. the MOI of Putprop;
• 17.2. a signed copy of this Circular; and
• 17.3. the consent letters referred to in paragraph 15 above.

FOR AND ON BEHALF OF PUTPROP LIMITED

SIGNED ON 29 APRIL 2024 BY JAMES SMITH ON BEHALF OF ALL THE DIRECTORS OF PUTPROP IN TERMS OF POWERS OF ATTORNEY SIGNED BY SUCH DIRECTORS

JAMES SMITH CHIEF FINANCIAL OFFICER

PUTPROP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1988/001085/06 Share code: PPR ISIN: ZAE000072310 ("Putprop" or "the Company")

NOTICE OF GENERAL MEETING

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including this Notice of General Meeting.

Notice is hereby given that a General Meeting of the Shareholders will be held at Boardroom 1, 22 Impala Road, Chislehurston, Sandton and allowing for electronic communication, at 10h00 on Tuesday, 28 May 2024 for purposes of considering and, if deemed fit, passing, with or without modification, the Resolutions set out hereunder.

RECORD DATES

The record date, in terms of section 59 of the Companies Act, for Shareholders to be recorded in the Register in order to:

• receive the Notice of General Meeting is Friday, 19 April 2024; and
• participate and vote at the General Meeting is Friday, 17 May 2024.

The last day to trade in order to be eligible to vote at the General Meeting is Tuesday, 14 May 2024.

SPECIAL RESOLUTION NUMBER 1: AMENDMENT OF THE MEMORANDUM OF INCORPORATION

"RESOLVED AS A SPECIAL RESOLUTION, that the Memorandum of Incorporation be amended by the addition of new clauses providing for odd-lot offers, as follows:

• "17.5 For the purpose of this clause 17.5, "odd-lot" means a total holding by a Securities holder of (a) less than 100 (one hundred) Securities; or (b) 100 or more Securities, provided that it can be illustrated to the JSE that the costs associated with a holder disposing of such number of shares is equal to or exceeds the total value of such number of Securities.
• 17.5.1 Where the Company intends reducing administrative costs resulting from a large number of odd-lot holders and the Company proposes to make an odd-lot offer, the Company shall do so in accordance with the Listings Requirements or as otherwise permitted by the JSE and in such instances a two-way election shall be provided for in terms of which the Securities holders may:
  • 17.5.1.3 elect to retain their odd-lot holding; or
  • 17.5.1.4 elect to sell the odd-lot holding, being the default action applicable if the Securities holders do not make any election in terms of this clause 17.5.2.
• 17.5.2 When the Company proposes to make an odd-lot offer, the Board shall pass a resolution approving the odd-lot offer confirming that the Company and its Subsidiaries (the " Group") have passed the Solvency and Liquidity Test (in respect of the maximum payment that will be made to holders of Securities as a result of the odd lot offer) and that, since the Solvency and Liquidity Test was performed, there have been no material changes to the financial position of the Group.

17.5.3 If any holders of Securities who qualify to participate in the odd-lot offer do not make an election in terms of clause 17.5.2, such holders (and any Person with a Beneficial Interest in such odd-lots) shall be deemed to have agreed to sell their odd-lot holdings, and the Company shall be entitled (on implementation of the odd lot offer) to expropriate all of the odd-lots held by such holders, provided that the odd-lot offer has been approved by Shareholders in Shareholders Meeting by Ordinary Resolution.

Reason for and effect of Special Resolution 1

The reason for the passing of Special Resolution Number 1 is to authorise the Company to amend the Memorandum of Incorporation in order to implement the Odd-lot Offer. The effect of the passing of and implementation of Special Resolution Number 1 is that the Company will amend its Memorandum of Incorporation, thereby allowing the Company to repurchase the Odd-lot Holdings from Odd-lot Holders, which, if repurchased by the Company, will subsequently be delisted and cancelled.

SPECIAL RESOLUTION NUMBER 2: SPECIFIC AUTHORITY TO REPURCHASE SHARES FROM ODD-LOT HOLDERS

"RESOLVED AS A SPECIAL RESOLUTION, that, subject to the approval of Special Resolution Number 1, Putprop be and is hereby authorised in terms of section 48 of the Companies Act (if applicable), the MOI and paragraph 5.69(b) of the JSE Listings Requirements, by way of specific authority, to repurchase, at the Odd-lot Offer Price, the Putprop Shares of Odd-lot Holders who elect, pursuant to the Odd-lot Offer, to sell their Odd-lot Holdings or those Odd-lot Holders who do not make an election to retain their Oddlot Holdings."

Section 48(8)(a) of the Companies Act (if applicable) and paragraph 5.69(b) of the JSE Listings Requirements requires that Odd-lot Offer be approved by a special resolution. For Special Resolution Number 1 to be approved by Shareholders, it must be adopted with the support of at least 75% of the voting rights exercised on this resolution by Shareholders represented at the General Meeting.

Reason for and effect of Special Resolution 2

The reason for the passing of Special Resolution Number 2 is to authorise the Company to implement the Odd-lot Offer. The effect of the passing of and implementation of Special Resolution Number 2 is that the Company will repurchase the Odd-lot Holdings from Odd-lot Holders, which, if repurchased by the Company, will subsequently be delisted and cancelled.

ORDINARY RESOLUTION NUMBER 1: AUTHORITY TO MAKE AND IMPLEMENT THE ODD-LOT OFFER, SPECIFICALLY THE REPURCHASE OF THE ODD-LOT HOLDINGS FROM THE ODD-LOT HOLDERS WHO DO NOT MAKE AN ELECTION

"RESOLVED AS AN ORDINARY RESOLUTION, subject to the passing of Special Resolutions Number 1 and Number 2, the Board be and is hereby authorised to implement the Odd-lot Offer in terms of paragraph 5.124(d) of the JSE Listings Requirements and according to the terms and conditions of the Odd-lot Offer contained in the Circular to which this Notice of General Meeting is attached, thereby specifically allowing the Company to repurchase the Odd-lot Holdings of Odd-lot Holders who do not make an election in terms of the Odd-lot Offer.''

For Ordinary Resolution Number 1 to be approved by Shareholders, it must be adopted with the support of more than 50% of the voting rights exercised on this resolution by Shareholders represented at the General Meeting.

Reason for and effect of Ordinary Resolution Number 1

The reason for Ordinary Resolution Number 1 is to obtain the authority of Shareholders in order for the Company to amend the Memorandum of Incorporation and to make and implement the Odd-lot Offer. The effect of Ordinary Resolution 1 is that the Company will be authorised to make and implement the Odd-lot Offer.

ORDINARY RESOLUTION NUMBER 2: AUTHORITY OF DIRECTORS AND/OR THE COMPANY SECRETARY

"RESOLVED AS AN ORDINARY RESOLUTION, subject to the passing of Special Resolutions Number 1 and Number 2 and Ordinary Resolution Number 1, any one of the Directors of the Company and/or the Company Secretary, be and are hereby authorised to sign all such documents and to do all such things as may be necessary or incidental to implement Special Resolution Number 1, Special Resolution Number 1, Ordinary Resolution Number 1 and the Odd-lot Offer."

For Ordinary Resolution Number 2 to be approved by Shareholders, it must be adopted with the support of more than 50% of the voting rights exercised on this resolution by Shareholders represented at the General Meeting.

Reason for and effect of Ordinary Resolution Number 2

The reason for Ordinary Resolution Number 2 is to obtain the authority of Shareholders in order for the Directors to implement the aforementioned resolutions. The effect of Ordinary Resolution Number 2 is that Directors shall be authorised to implement the aforementioned resolutions.

VOTING AND PROXIES

Participation by electronic communication

Shareholders or their duly appointed proxy(ies) that wish to participate in the General Meeting via electronic communication ("Participants") are requested, for administrative purposes, to apply to the Transfer Secretaries, by sending an email to proxy@computershare.co.za so as to be received by the Transfer Secretaries by no later than 10h00 on Friday, 24 May 2024.

The Transfer Secretaries will first validate such requests and confirm the identity of the Shareholder in terms of section 63(1) of the Act, and, if the request is validated, further details on using the electronic communication facility will be provided. The Transfer Secretaries will inform Participants who notified the Transfer Secretaries of their intended participation as set out above, by no later than 10h00 on Monday, 20 May 2024 by email of the relevant details through which Participants can participate electronically. Participants who notified the Transfer Secretaries of their intended participation after 10h00 on Friday, 24 May 2024, but before the General Meeting will be provided the relevant details through which Participants can participate electronically once their requests have been validated and the identity of the Shareholder has been confirmed in terms of section 63(1) of the Act.

Certificated Shares

If you hold Certificated Shares (i.e. have not dematerialised your Shares in the Company) or are registered as an own-name Dematerialised Shareholder (i.e. have specifically instructed your CSDP to hold your Shares in your own-name on the Company's sub-register), then:

• you may electronically attend and vote at the General Meeting; alternatively
• you may appoint a proxy (who need not also be a Shareholder of the Company) to represent you at the General Meeting by completing the attached Form of Proxy and, for administrative reasons, returning it to the office of the Company's Transfer Secretaries not less than 48 hours before the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays). However, should the Form of Proxy not be returned to the Transfer Secretaries by the aforesaid date and time, Shareholders will nevertheless be entitled to lodge the Form of Proxy immediately prior to the proxy exercising such Shareholder's rights as a Shareholder at the General Meeting, in accordance with the instructions therein, with the chairman of the General Meeting. Please note that your proxy may delegate his/her authority to act on your behalf to another person, subject to the restrictions set out in the attached Form of Proxy as stipulated in section 58(3)(b) of the Act.

Dematerialised Shares

Please note that if you are the owner of Dematerialised Shares with electronic records of ownership under the JSE's electronic settlement system, Strate, held through a CSDP or Broker and are not registered as an 'own name' Dematerialised Shareholder you are not a registered Shareholder of the Company, but appear on the sub-register of the Company held by your CSDP. Accordingly, in these circumstances subject to the mandate between yourself and your CSDP or Broker, as the case may be:

• if you wish to electronically participate and vote at the General Meeting you must contact your CSDP or Broker, as the case may be, and obtain the relevant letter of representation from them; alternatively
• if you are unable to electronically participate and vote at the General Meeting but wish to be represented at the meeting, you must contact your CSDP or Broker, as the case may be, and furnish them with your voting instructions in respect of the General Meeting and/or request them to appoint a proxy. You must not complete the attached Form of Proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or Broker, as the case may be, within the time period required by them.

CSDP's, Brokers or their nominees, as the case may be, recorded in the Company's sub-register as holders of Dematerialised Shares held on behalf of an investor/beneficial owner in terms of Strate should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold Dematerialised Shares in the Company, vote by either appointing a duly authorised representative to electronically attend and vote at the General Meeting or by completing the attached Form of Proxy in accordance with the instructions hereon and returning it to the Company's Transfer Secretaries to be received by not less than 48 hours before the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays). Shareholders will nevertheless be entitled to lodge the Form of Proxy immediately prior to the proxy exercising such Shareholder's rights as a Shareholder at the General Meeting, in accordance with the instructions therein, with the chairman of the General Meeting.

Identification

Section 63(1) of the Act requires that a person wishing to participate in the General Meeting (including any representative or proxy) must provide satisfactory identification (such as identity documents, driver's licences or passports) before they may electronically attend or participate at such meeting.

Voting

Each shareholder whether present in person or represented by proxy, is entitled to attend and vote at the General Meeting.

Votes at the General Meeting will be taken by way of a poll in accordance with article 22 of the Company's Memorandum of Incorporation.

Quorum

A quorum for the purposes of considering and passing the Resolutions shall comprise 25% of all the voting rights that are entitled to be exercised by Shareholders in respect of each matter to be decided at the General Meeting. In addition, a quorum shall consist of three Shareholders of the Company personally present or represented by proxy (and if the Shareholder is a body corporate, it must be represented) and entitled to vote at the General Meeting.

Proxies

Each shareholder is entitled to appoint one or more proxies (who need not be shareholders of Putprop) to attend, speak and vote in his/her stead. On a poll, every shareholder present in person or by proxy shall have one vote for each share held by him/her. Shareholders who are unable to attend the General Meeting but who wish to be represented thereat, are required to complete and return the attached Form of Proxy.

It is requested that this Form of Proxy be lodged or posted to the Transfer Secretaries, Computershare Investor Services (Pty) Ltd at 15 Biermann Avenue, Rosebank, Johannesburg, 2196, or by e-mail at proxy@computershare.co.za, to be received by them no later than 10h00 on Friday, 24 May 2024. However, should the Form of Proxy not be returned to the Transfer Secretaries by the aforesaid date and time, Shareholders will nevertheless be entitled to lodge the Form of Proxy immediately prior to the proxy exercising such Shareholder's rights as a Shareholder at the General Meeting, in accordance with the instructions therein, with the chairperson of the General Meeting.

In compliance with the provisions of section 58(8)(b)(i) of the Act, a summary of the rights of a Shareholder to be represented by proxy, as set out in section 58 of the Act, is set out below:

• A Shareholder entitled to attend and vote at the General Meeting may appoint any individual (or two or more individuals) as a proxy or as proxies to attend, participate in and vote at the General Meeting in the place of the Shareholder. A proxy need not be a Shareholder of the Company.

• A proxy appointment must be in writing, dated and signed by the Shareholder appointing a proxy, and, subject to the rights of a Shareholder to revoke such appointment (as set out below), remains valid only until the end of the General Meeting.

• A proxy may delegate the proxy's authority to act on behalf of a Shareholder to another person, subject to any restrictions set out in the instrument appointing the proxy.

• The appointment of a proxy is suspended at any time and to the extent that the Shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as a Shareholder.
• The appointment of a proxy is revocable by the Shareholder in question cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy's authority to act on behalf of the Shareholder as of the later of (a) the date stated in the revocation instrument, if any; and (b) the date on which the revocation instrument is delivered to the Company as required in the first sentence of this paragraph.
• If the instrument appointing the proxy or proxies has been delivered to the Company, as long as that appointment remains in effect, any notice that is required by the Act or the Company's Memorandum of Incorporation to be delivered by the Company to the Shareholder, must be delivered by the Company to (a) the shareholder, or (b) the proxy or proxies, if the Shareholder has (i) directed the Company to do so in writing; and (ii) paid any reasonable fee charged by the Company for doing so.

Attention is also drawn to the "Notes to the Form of Proxy".

Representation

Shareholders of the Company that are companies, that wish to participate in the General Meeting, may authorise any person to act as its representative at the General Meeting.

By order of the Board

Acorim Proprietary Limited Company Secretary Monday, 29 April 2024

PUTPROP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1988/001085/06 Share code: PPR ISIN: ZAE000072310 ("Putprop" or "the Company")

FORM OF PROXY

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including to this Form of Proxy (blue).

This Form of Proxy (blue) is for use at the General Meeting to be held at Boardroom 1, 22 Impala Road, Chislehurston, Sandton and allowing by electronic communication, at 10h00 on Tuesday, 28 May 2024.

This Form of Proxy (blue) is for use by Certificated Shareholders and Own-name Registration Dematerialised Shareholders only.

Holders of Dematerialised Shares other than Own-name Registration Dematerialised Shareholders must inform their CSDP or Broker of their intention to attend the General Meeting and request their CSDP or Broker to issue them with the necessary authorisation to attend the General Meeting or provide their CSDP or Broker with their voting instructions should they not wish to attend the General Meeting but wish to be represented thereat.

I / We
(Name in block letters)
of
(address)
Telephone (work)	(home)
Mobile	(email)
being the holder(s) of		Shares
hereby appoint (see
note 1): 1.		or failing him / her
2.		or failing him / her

1. the chairperson of the General Meeting

as my/our proxy to virtually attend, speak and vote on my/our behalf at the General Meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the Resolutions to be proposed thereat and at any adjournment thereof and to vote for or against the Resolutions or to abstain from voting in respect of the Shares in the issued Shares of the Company registered in my/our name/s, in accordance with the following instruction (see note 2):

	For	Against	Abstain
SPECIAL RESOLUTION NUMBER 1: AMENDMENT TO THE MEMORANDUM OF INCORPORATION
SPECIAL RESOLUTION NUMBER 2: SPECIFIC AUTHORITY TO REPURCHASE SHARES FROM ODD-LOT HOLDERS
ORDINARY RESOLUTION NUMBER 1: AUTHORITY TO MAKE AND IMPLEMENT THE ODD-LOT OFFER, SPECIFICALLY THE REPURCHASE OF THE ODD-LOT HOLDINGS FROM THE ODD-LOT HOLDERS WHO DO NOT MAKE AN ELECTION

ORDINARY	RESOLUTION	NUMBER	2:	AUTHORITY	OF	DIRECTORS
	AND/OR THE COMPANY SECRETARY

Please indicate with an "x" or the relevant number of Shares, in the applicable space, how you wish your votes to be cast. Unless otherwise directed, the proxy will vote as he / she deems fit.

Signed at	on	2024
Signature(s)	Capacity
Assisted by (where applicable)	Signature

Please read the notes on the reverse side hereof.

NOTES TO THE FORM OF PROXY

• 1. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder's choice in the spaces provided, with or without deleting "the chairman of the General Meeting," but any such deletion must be initialled by the Shareholder. The person whose name stands first on the Form of Proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are filled in the proxy shall be exercised by the chairman of the General Meeting.
• 1. A Shareholder's instruction to the proxy must be indicated by the insertion of the relevant number of votes exercised by that Shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorize the proxy to vote or to abstain from voting at the General Meeting as he deems fit in respect of all the Shareholder's votes exercised thereat. A Shareholder or his proxy is not obliged to use all the votes exercisable by the Shareholder or by his proxy, but the total of the votes cast in respect of which abstentions recorded may not exceed the total votes exercisable by the Shareholder or his proxy.
• 1. It is requested that this Form of Proxy be lodged or posted to the Transfer Secretaries, Computershare Investor Services (Pty) Ltd, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, or by e-mail at proxy@computershare.co.za to be received by them no later than 10h00 on Friday, 24 May 2024, or thereafter by emailing this Form of Proxy (blue) to the chairman of the General Meeting or the Transfer Secretaries at the General Meeting at proxy@computershare.co.za, at any time before the appointed proxy exercises any of the relevant Shareholder's rights at the General Meeting (or any adjournment of the General Meeting).
• 1. The completion and lodging of this Form of Proxy will not preclude the relevant Shareholder from attending the General Meeting, speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof.
• 1. Documentary proof establishing the authority of the person signing this Form of Proxy in a representative or other legal capacity must be attached to this Form of Proxy unless previously recorded by the Transfer Secretaries of the Company or waived by the chairman of the General Meeting.
• 1. Any alterations to the Form of Proxy must be initialled by the signatories.

ADDITIONAL FORMS OF PROXY ARE AVAILABLE FROM THE TRANSFER SECRETARY ON REQUEST.

PUTPROP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1988/001085/06 Share code: PPR ISIN: ZAE000072310 ("Putprop" or "the Company")

FORM OF ELECTION AND SURRENDER

The definitions and interpretations commencing on page 8 of this Circular apply throughout this Circular, including to this Form of Election and Surrender (pink).

Odd-lot Holders who are non-residents of the Common Monetary Area and who have any queries or require assistance with respect to any aspect of the Odd-lot Offer, including the completion of this Form of Election and Surrender (pink) should contact the Company Secretary of Putprop by email at putprop@acorim.co.za, Computershare Investor Services (Pty) Ltd, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 or by e-mail at corporate.events@computershare.co.za at +27 (11) 370 5000.

For completion by Certificated Shareholders who hold less than 100 Shares at the close of business on Friday, 21 June 2024. This Form of Election and Surrender (pink), together with your share certificate, must be submitted by 12h00 on the Closing Date if you wish to sell your Odd-lot Holding.

Note: A separate form is required for each Shareholder Instructions:

• 1. Part A must be completed by all Odd-lot Holders who hold a share certificate in respect of their Shares and who return this form.
• 1. Part B must be completed only by Odd-lot Holders who hold a share certificate, are resident in the Common Monetary Area and who wish to sell their Odd-lot Holdings. Odd-lot Holders who are nonresidents of the Common Monetary Area, who hold a share certificate and who wish to sell their Odd-lot Holdings do not need to complete Part B.
• 1. Part C must be completed only by Odd-lot Holders who hold a share certificate in respect of their Shares and who are emigrants from or non-residents of the Common Monetary Area, and who wish to sell their Odd-lot Holdings.
• 1. Additional Forms of Election and Surrender (pink) may be obtained from the Transfer Secretaries at the applicable address set out below.
• 1. All Odd-lot Holders who complete this Form of Election and Surrender (pink) and who wish to sell their Odd-lot Holdings must attach a copy of their identity document (or passport) which has been certified as a true copy of the original.
• 1. If this Form of Election and Surrender (pink) is returned with the relevant Documents of Title before the Odd-lot Offer is implemented, it will be treated as a conditional surrender that is made subject to the Odd-lot Offer being implemented. If the Odd-lot Offer is not being implemented, the Transfer Secretaries will, within five business days of the date upon which it becomes known that the Oddlot Offer will not be implemented, return the Documents of Title to the Odd-lot Holders concerned, by registered post, at the risk of such Odd-lot Holders.
• 1. All Forms of Election and Surrender (pink) must be lodged with the Transfer Secretaries at the address set out below, so as to be received by no later than 12h00 (South African time) on the Closing Date.

Hand deliveries to: Postal or email deliveries to:

Computershare Investor Services (Pty) Ltd Computershare Investor Services (Pty) Ltd 15 Biermann Avenue Private Bag X3000, Saxonwold, 2132 Rosebank Email: corporate.events@computershare.co.za

1. Odd-lot Holders who are residents of the Common Monetary Area and who have dematerialised their Shares must advise their CSDP or Broker as to the action they wish to take in terms of the Custody Agreement entered into between them and their CSDP or Broker. Such Shareholders must not return this Form of Election and Surrender (pink) to the Transfer Secretaries.

ALL CERTIFICATED ODD-LOT HOLDERS WHO RETURN THIS FORM MUST COMPLETE THIS CONTACT DETAILS SECTION

Name
Surname
Share certificate number
Identity number/Passport number/
Company registration number
Assisted by (if applicable)
(State full name and capacity)
Date
Telephone number (Home), if available
Telephone number (Work), if available/applicable	( )
Cell number, if available	( )
Postal address	( )

All Certificated Odd-lot Holders must complete and sign this page.

PART A – To be completed by all Odd-lot Holders who return this Form

Odd-lot Holders who hold a share certificate in respect of their Shares and who do not complete and return this Form of Election and Surrender (pink) so as to be received by no later than 12h00 on the Closing Date should note that their Shares will be repurchased without any further action on their part and without any further notice to them.

Indicate your choice by means of an "x".

Option A – I would like to sell all my Shares at the Odd-lot Offer Price.

Option B – I would like to retain all my Shares. You only need to return this Form of Election and Surrender (pink) if Option B is chosen.

If Option A is chosen, please note the following:

• Return your original share certificate: If you hold a share certificate, you are required to return your original share certificate together with this Form of Election and Surrender (pink).
• Complete Part B below. If you do not provide bank account details and we do not have your existing bank account details on record, the proceeds from the sale of your Shares will be withheld until such time that your details are provided.

PART B – To be completed by Odd-Lot Holders who are residents of the Common Monetary Area who wish to sell their Shares

I have a bank account and would like to sell my Shares. Please pay the cash owing to me for purchasing my Shares into the following bank account:

Banking details
Account holder
Bank name
Bank account number
Bank branch
Branch code

NB: To comply with FICA requirements in South Africa, the Transfer Secretaries will not record any changes of address or payment mandates unless a certified true copy of the following is received from the relevant Shareholder: (i) a copy of an identification card or document (in respect of change of address and payment mandate) and (ii) a copy of a bank statement (in respect of bank mandate).

PART 3 – To be completed by Odd-Lot Holders who are emigrants from or non-residents of the Common Monetary Area who wish to sell their Shares

Name of Authorised Dealer

Address

Account number

Stamp and address of agent lodging this form (if any)

Signature of Shareholder

Notes:

• 1. This form is to be used by Odd-lot Holders who have not dematerialised their Shares and who wish to sell or retain their Shares in terms of the Odd-lot Offer and who are registered as such as at the close of business on Friday, 21 June 2024.
• 1. Odd-lot Holders who have elected to sell their Shares will have payments for the proceeds of the sale of their Shares processed in the manner set out in paragraph 3.5 of the Circular, on or about Monday, 24 June 2024. Non-residents of the Common Monetary Area will have payments for the proceeds of the sale of their Shares processed in the manner set out in paragraph 3.9 of the Circular.
• 1. If this Form of Election and Surrender (pink) is signed under a power of attorney, then such power of attorney, or a certified copy of the original, must be sent with this Form of Election and Surrender (pink) for noting (unless it has already been noted by Putprop or the Transfer Secretaries).
• 1. Where the Odd-lot Holder is a company or a close corporation, unless it has already been registered with Putprop or the Transfer Secretaries, a certified copy of the directors' or members' resolution authorising the signing of this Form of Election and Surrender (pink) must be submitted if so, requested by Putprop.
• 1. Note 4 above does not apply if this Form of Election and Surrender (pink) bears the stamp of a broking member of the JSE.
• 1. Where there are joint holders of any Shares, only that holder whose name appears first in the Register in respect of such Shares needs to sign this Form of Election and Surrender (pink).
• 1. No receipts will be issued for documents lodged, unless specifically requested. In compliance with the requirements of the JSE, lodging agents are required to prepare special transaction receipts.
• 1. Should you require any further information or assistance, please contact the Transfer Secretaries on the following numbers:

Computershare Investor Services (Pty) Ltd +27 (11) 370 5000

Lines are open Mondays to Fridays from 08h00 to 16h30 (South African time), except on public holidays. Please note that, for legal reasons, the helpline cannot give any legal, tax or financial advice.

1. The Directors of Putprop reserve the right to accept or reject any Form of Election and Surrender (pink) where the Odd-lot Holder has not completed all the required information or has not delivered all the required documents to the Transfer Secretaries.