Grand Parade Investments : Mandatory Offer 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

The definitions and interpretations commencing on page 11 of this Circular apply throughout this Circular including this front cover and the Form of Acceptance, Surrender, and Transfer (blue) attached to and forming part of this Circular unless specifically defined otherwise, or the context indicates a contrary intention.

Action required by GPL shareholders

GPL Shareholders are referred to page 3 of this Circular, which sets out the action required of them regarding the Offer, full details of which are set out in this Circular.

If you are in any doubt as to the action you should take, you should consult your Broker, banker, CSDP, attorney, accountant, or other professional advisor immediately.

If you have disposed of your entire shareholding in GPL, then this Circular, together with the enclosed Form of Acceptance, Surrender, and Transfer (blue) should be handed to the purchaser of such GPL Shares or to the Broker or agent though whom the disposal was effected.

This document is issued in compliance with the Takeover Regulations for the purpose of providing information to GPL Shareholders with respect to the Offer.

Each of GPL and GMB 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 GPL Shares to notify such beneficial owner of the details set out in this Circular.

Grand Parade Investments Limited	GMB
GMB Liquidity Corporation Proprietary Limited
Incorporated in the Republic of South Africa	(Registration number 2022/587629/07)
(Registration number: 1997/003548/06)	(Incorporated in the Republic South Africa)
JSE share code: GPL ISIN: ZAE000119814	("GMB" or the "Offeror")
("GPI" or "the Company")

COMBINED OFFER CIRCULAR TO GPL SHAREHOLDERS

Regarding:

• a Mandatory Offer by the Offeror in terms of section 123 of the Companies Act, to acquire all of the ordinary shares in the Company not already held by the Offeror for a purchase consideration of R3.33 per GPL ordinary share; and
• a response circular by the Independent Board of GPL containing their views in respect of the Mandatory Offer.

and incorporating:

• a Form of Acceptance, Surrender, and Transfer (blue) for use by Certificated Shareholders, who wish to accept the Offer;
• the report of the Independent Expert in relation to the Mandatory Offer;
• extracts of historical financial information in respect of GPL; and
• trading history of GPL shares on the JSE.

Legal adviser to GPL

Financial Adviser to GPL

Legal adviser to GMB

Sponsor to GPL	Independent expert to GPL	Auditors to GPL

Date of issue: Thursday, 15 December 2022

This Circular is available in English only and copies hereof may be obtained from the registered office of GPL, the Offeror, and GPL's sponsor, PSG Capital, during normal office hours from the date of issue hereof until the date on which the Offer becomes unconditional. An electronic copy of this Circular will be available to eligible persons on GPL's website, www.grandparade.co.za

Offerees are advised that should they notify their CSDPs or Brokers, as the case may be, of their acceptance of the Offer, in the case of Dematerialised GPL Shareholders, or should they surrender documents of title and accept the Offer, in the case of Certificated GPL Shareholders, for their Offer Shares on or before the Closing Date, or any revised Closing Date, they are not permitted to sell or trade their Offer Shares until the date the contract of sale and purchase contemplated by the Offer does not come into effect due to the Conditions Precedent not being fulfilled or, where waiver or adjustment is permitted, not waived or adjusted, and, in the case of Certificated GPL Shareholders, the documents of title are returned.

CORPORATE INFORMATION AND ADVISERS

Grand Parade Investments Limited	GMB Liquidity Corporation Proprietary Limited
Registration number: 1997/003548/06	Registration number: 2022/587629/07
JSE share code: GPL
ISIN: ZAE000119814
Directors of GPL	Director of GMB
Alexander Abercrombie	Gregory Mark Bortz
Walter Dayson Geach*
Mohsin Tajbhai
Ronel Van Dijk*
Mark John Bowman*
Rozanna Kader
Jayson October
*Independent Board
Registered Office of GPL	Registered Office of GMB
10th Floor	19 Clifton Road
33 On Heerengracht	Clifton
33 Heerengracht Street	Cape Town
Cape Town	Western Cape
8001	8005
Company Secretary of GPL	Legal Adviser to GMB
Statucor Proprietary Limited	Solaris Law Proprietary Limited
6th Floor	3rd Floor, The Hudson
119 - 123 Hertzog Boulevard	Hudson Street
Foreshore	De Waterkant
Cape Town	8001
8001
Financial Adviser to GPL	Auditors to GPL
Rand Merchant Bank, a division of	Deloitte & Touche
FirstRand Bank Limited	Deloitte Place
1 Merchant Place	5 Magwa Crescent
Cnr Rivonia Road and Fredman Drive	Waterfall City
Sandton	Waterfall
2196	2090
(PO Box 786273, Sandton, 2146)
Legal Adviser to GPL	Independent Expert
Clyde & Co LLP	KPMG Services Proprietary Limited
13th Floor, South African Reserve Bank Building	KPMG Crescent
60 St Georges Mall	85 Empire Road
Cape Town	Parktown
8001	2193

1

Sponsor to GPL	Transfer Secretaries
PSG Capital Proprietary Limited	Computershare Investor Services Proprietary Ltd
1st Floor, Ou Kollege Building	Rosebank Towers
35 Kerk Street	15 Biermann Avenue
Stellenbosch, 7600	Rosebank, 2196
(PO Box 7403, Stellenbosch, 7599)	and
and	Private Bag X9000
Suite 1105, 11th Floor	Saxonwold
Sandton Eye Building	2132
126 West Street
Sandton, 2196
(PO Box 650957, Benmore, 2010)

Place and date of incorporation of GPL

Incorporated in the Republic of South Africa on 12 March 1997

Place and date of incorporation of GMB

Incorporated in the Republic of South Africa on 6 July 2022

2

ACTIONS REQUIRED BY GPL SHAREHOLDERS

The definitions and interpretations commencing on page 11 of this Circular apply, mutatis mutandis, to this section setting out the action required by GPL Shareholders in respect of the Offer.

Please take careful note of the following provisions regarding the action required by GPL Shareholders

1. If you have disposed of all of your GPL Shares, this Circular should be handed to the purchaser of such GPL Shares or to the Broker, CSDP, banker, attorney, or other agent through whom the disposal was effected.
2. If you are in any doubt as to what action you should take arising from this Circular, please consult your Broker, CSDP, banker, attorney, accountant, or other professional advisor.
3. If you wish to reject the Offer, you do not need to take any further action.

MANDATORY OFFER

The options available to GPL Shareholders are:

• to accept the Offer in respect of all or some of your GPL Shares; or
• to reject the Offer.

If you wish to reject the Offer, you do not need to take any further action.

If you wish to accept the Offer, you must do so in the manner described below, depending on whether you are a Certificated Shareholder or a Dematerialised Shareholder.

1. CERTIFICATED SHAREHOLDERS

1.1 If you are a Certificated Shareholder and wish to accept the Offer, you must complete the Form of Acceptance, Surrender, and Transfer (blue) attached to this Circular in accordance with its instructions and forward it, together with the relevant Documents of Title in respect of your GPL Shares to the Transfer Secretaries. The Form of Acceptance, Surrender, and Transfer (blue) may be delivered by hand or sent by mail to the Transfer Secretaries as follows:

If delivered by hand	If sent by post
Computershare Investor Services	Computershare Investor Services
Proprietary Limited	Proprietary Limited
Rosebank Towers	Computershare Investor Services
15 Biermann Avenue	Proprietary Limited
Rosebank, 2196	Private Bag X3000
By electronic mail:	Saxonwold, 2132
Computershare Investor Services
Proprietary Limited
[e-mail]

so as to be received by the Transfer Secretaries by no later than 12:00 on the Closing Date.

1. If a Form of Acceptance, Surrender, and Transfer (blue) and the relevant Documents of Title are not received by 12:00 on the Closing Date, the Offer will be deemed to have been declined. No late acceptances will be considered. Acceptances of the Offer that are sent through the post are sent at the risk of the Certificated Shareholders concerned. Accordingly, Certificated Shareholders should take note of the postal delivery times so as to ensure that acceptances of the Offer are received timeously. It is therefore recommended that such acceptances be sent by email, registered mail, or delivered by hand to the Transfer Secretaries.
2. No receipts will be issued for Documents of Title that have been surrendered, unless specifically requested by the Certificated Shareholders concerned. GPL Shareholders requiring receipts must prepare a receipt and forward it together with their surrendered Documents of Title to the Transfer Secretaries.

3

1. If Documents of Title relating to any GPL Shares have been destroyed or lost, Certificated GPL Shareholders should nevertheless return the Form of Acceptance, Surrender, and Transfer (blue) duly signed and completed, together with (1) evidence satisfactory to the Offeror that the Documents of Title to the relevant GPL Shares have been destroyed or lost and (2) an indemnity acceptable to the Offeror against any damage, expense, loss or payment that it, or any of its duly authorised representatives, may incur or suffer by reason of, or arising from, the payment of the Offer Consideration to such person. An acceptable form of indemnity may be obtained from the Transfer Secretaries.
2. The Offeror reserves the right, in its absolute and sole discretion:
3. 1. to treat as invalid, Forms of Acceptance, Surrender, and Transfer (blue) not accompanied by the relevant Documents of Title (or, if applicable, evidence satisfactory to the Offeror that the Documents of Title to the relevant GPL Shares have been destroyed or lost and an indemnity acceptable to the Offeror, as contemplated in paragraph 1.4 above);
   2. to treat as invalid, Forms of Acceptance, Surrender, and Transfer (blue) that have not been completed in accordance with the instructions set out therein;
   3. to require proof of the authority of the person signing the Form of Acceptance, Surrender, and Transfer (blue), where such proof has not been lodged with, or recorded by, the Transfer Secretaries; or
   4. to condone the non-compliance by any Certificated Shareholder with any of the terms of the Mandatory Offer.
4. If any person who is not a registered holder of GPL Shares surrenders a document of title in respect of GPL Shares, together with a transfer form for the registration of such GPL Shares purporting to have been properly completed by the registered holder thereof, such first mentioned person shall be entitled to receive settlement of the Offer Consideration pursuant to acceptance of the Offer, provided that GPL's Transfer Secretaries are satisfied that the Offer Consideration has not already been delivered or posted to the registered holder of such GPL Shares. GMB may require, in its sole discretion, to be furnished with an indemnity in a form and on terms acceptable to GMB, against any loss or damage, payment or expense which it or GPL, or any of their duly authorised representatives, may suffer or incur by reason of or arising from the settlement of the Offer Consideration to such person.
5. If a Form of Acceptance, Surrender, and Transfer (blue) is treated as invalid due to non-compliance with the instructions contained therein, then the Certificated Shareholder that submitted that Form of Acceptance, Surrender and Transfer (blue) will be deemed to have declined the Offer, unless that Certificated Shareholder resubmits a properly completed Form of Acceptance, Surrender, and Transfer (blue) to the Transfer Secretaries, which must be received before 12:00 on the Closing Date.
6. Documents of Title surrendered by Certificated GPL Shareholders in advance of the fulfilment or waiver (to the extent that the waiver is competent in law) of the Conditions Precedent contained in paragraph 6.6 of this Circular will be held in trust by GPL's Transfer Secretaries, at the Certificated GPL Shareholder's risk, pending the fulfilment or waiver (to the extent that the waiver is competent in law) of the Conditions Precedent. If the Conditions Precedent are not fulfilled by the date/s for fulfilment thereof in terms of paragraph 6.6 of this Circular, GMB reserves the right to extend the Closing Date to a date approved by the JSE, TRP and GMB. If the Conditions Precedent remain unfulfilled after the said extended date, GPL's Transfer Secretaries will return the documents of title, by registered post, to the Certificated GPL Shareholder in question, at their risk, within three Business Days after the date upon which an announcement is made on SENS and in the press that the Conditions Precedent have not been fulfilled or waived (to the extent that the waiver is competent in law).
7. If you accept the Offer in respect of all or some of your GPL Shares and surrender the relevant Documents of Title, you will not be able to trade such GPL Shares from the date of your acceptance of the Offer and surrender of the relevant Documents of Title in respect thereof.
8. If you do not wish to accept the Offer, you need not take any action.

4