THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 11 of this Circular have, where appropriate, been used on this cover page. Action required If you have disposed of all your Infrasors Shares, then this Circular, together with the attached Form of proxy and Form of surrender and transfer Scheme, should be handed to the purchaser of such Infrasors Shares or to the broker, CSDP, banker or other agent through whom the disposal was effected. Infrasors Shareholders are referred to page 5 of this Circular, which sets out the detailed action required of them in respect of the Combined Scheme and Offer Proposal set out in this Circular. If you are in any doubt as to the action you should take, please consult your broker, CSDP, banker, legal advisor, accountant or other professional advisor immediately. Infrasors and Afrimat do not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of any holder of Dematerialised Infrasors Shares to notify such Dematerialised Shareholders of the Combined Scheme and Offer Proposal set out in this Circular. Infrasors Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2007/002405/06) Share code: IRA ISIN: ZAE ( Infrasors or the Company ) Afrimat Limited (Incorporated in the Republic of South Africa) (Registration number 2006/022534/06) Share code: AFT ISIN: ZAE ( Afrimat ) CIRCULAR TO INFRASORS SHAREHOLDERS regarding: the Combined Scheme and Offer Proposal made by Afrimat to all Remaining Shareholders to acquire the Remaining Shares; and the delisting of all the Infrasors Shares from the main board of the JSE either: following the implementation of the Scheme, in terms of 1.16(b) of the JSE Listings Requirements; or following the making of the General Offer, by way of voluntary delisting of Infrasors in terms of sections 1.13 to 1.15 of the JSE Listings Requirements and including: a report prepared by the Independent Expert in terms of sections 114(2) and 114(3) of the Companies Act and section 1.14(d) of the JSE Listings Requirements; a notice convening a General Meeting of Shareholders (orange); a Form of proxy in respect of the General Meeting for use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only (green); a Form of surrender and transfer Scheme for use by Certificated Shareholders only (pink); a General Offer Form for use by Certificated Infrasors Shareholders only, in connection with the General Offer (white); and extracts of section 115 of the Companies Act dealing with the approval requirements for the Scheme and section 164 of the Companies Act dealing with Dissenting Shareholders appraisal rights. Sponsor of Infrasors Corporate advisor and sponsor of Afrimat Independent Expert Date of issue: Friday, 24 July 2015 This Circular is only available in English. Copies of this Circular may be obtained from the registered offices of Infrasors, the Sponsor of Infrasors and the Transfer Secretaries at their respective addresses set out in the Corporate Information and Advisors section of this Circular, from the date of posting thereof until the date of the General Meeting.

2 CORPORATE INFORMATION AND ADVISORS Registered address of Infrasors Lyttelton Dolomite Mine Botha Avenue Lyttelton, 0157 (PO Box 14014, Lyttelton, 0140) Company Secretary of Infrasors Mariette Swart Tyger Valley Office Park No. 2 Corner Willie van Schoor Avenue and Old Oak Road Tyger Valley, 7530 (PO Box 5278, Tyger Valley, 7536) Transfer Secretaries of Infrasors Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) Place of incorporation of Infrasors South Africa Sponsor to Infrasors Bridge Capital Advisors Proprietary Limited 2nd Floor, 27 Fricker Road, Illovo, 2196 (PO Box , Benmore, 2010) Independent expert BDO Corporate Finance Proprietary Limited (Registration number 1983/002903/07) 22 Wellington Road Parktown, 2195 (Private bag X60500, Houghton, 2041) Corporate advisor and Sponsor of Afrimat Bridge Capital Advisors Proprietary Limited 2nd Floor, 27 Fricker Road, Illovo, 2196 (PO Box , Benmore, 2010) Date of incorporation of Infrasors 29 January 2007

3 Table of contents Page Corporate information and advisors Inside front cover Important legal notices 3 Action required by Infrasors Shareholders 5 Important dates and times 9 Definitions and interpretations 11 Circular to Infrasors Shareholders 15 Details in respect of the Combined Scheme and Offer Proposal Introduction Purpose of the Circular Rationale Offer Consideration Funding of the Offer Consideration Transaction Mechanism Conditions Precedent 18 Details in respect of the Scheme Dissenting Shareholders Appraisal Rights General Meeting Procedure for acceptance of the Scheme Settlement of the Scheme Other matters 22 Details in respect of the General Offer General Offer and Acceptance Period Procedure for acceptance of the General Offer Settlement of the Offer Consideration 26 Exchange Control Regulations Exchange Control Regulations 27 General Infrasors Share capital Major Infrasors Shareholders Historical Financial Information relating to Infrasors Information on Directors of Infrasors Directors of Infrasors interests in Afrimat 29 1

4 22. Directors of Infrasors interests in Infrasors Other Arrangements Suspension and termination of Listing Management Agreements in relation to the Combined Scheme and Offer Proposal Opinions and recommendations Material changes and litigation Irrevocable undertakings Responsibility statement Costs and expenses Consents Documents available for inspection 32 Annexure 1 Report of the Independent Expert 33 Annexure 2 Historical audited financial information of Infrasors for the three years ending 28 February 2012, 2013 and 2014, interim results for the six-month period ended 31 August 2014 and reviewed provisional results for the year ended 28 February Annexure 3 Price and trading history of Infrasors shares on the JSE 43 Annexure 4 Trading by Afrimat in Infrasors shares in the last six months 45 Annexure 5 Information on the directors of Infrasors and its major subsidiaries 46 Annexure 6 Section 115 required approval for transactions contemplated in part of Chapter 5 of the Companies Act 48 Annexure 7 Section 164 Dissenting Shareholders Appraisal Rights 50 Page Notice of General Meeting (orange) 53 Form of proxy General Meeting (green) Form of surrender and transfer Scheme for use by Certificated Infrasors Shareholders in relation to the Scheme (pink) General Offer Form for use by Certificated Infrasors Shareholders in relation to the General Offer (white) Attached Attached Attached 2

5 IMPORTANT LEGAL NOTICES The definitions and interpretations commencing on page 11 of this Circular have been used in these legal notices. APPLICABLE LAWS The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Circular is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This Circular does not constitute the solicitation of an offer to purchase shares or a solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful. The Scheme, which is the subject of this Circular, may be affected by the laws of the relevant jurisdictions of non-resident Shareholders. Such non-resident Shareholders should familiarise themselves with and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any non-resident Shareholder to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Scheme, which is the subject of this Circular, including the obtaining of any governmental, exchange control or other consents or the making of any filings which may be required, the compliance with other necessary formalities, the payment of any issue, transfer or other taxes or other requisite payments due to such jurisdiction. The Scheme is governed by the law of South Africa and is subject to any applicable laws and regulations, including the Companies Act and the Takeover Regulations. Any Shareholder who is in doubt as to their position, including, without limitation, their tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. FORWARD-LOOKING STATEMENTS This Circular contains statements about Infrasors and Afrimat that are or may be forward-looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as believe, aim, expect, anticipate, intend, foresee, forecast, likely, should, planned, may, estimated, potential or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditure, acquisition strategy, and expansion prospects for future capital expenditure levels and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Infrasors and Afrimat caution that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Infrasors and Afrimat operate may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular. All these forward-looking statements are based on estimates and assumptions, as regards Infrasors and Afrimat made by Infrasors and Afrimat as communicated in publicly available documents issued by Infrasors and Afrimat, all of which estimates and assumptions, although Infrasors and Afrimat believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Infrasors and Afrimat or not currently considered material by Infrasors and Afrimat. 3

6 Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Infrasors and Afrimat not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. Infrasors and Afrimat have no duty to, and do not intend to, update or revise the forward-looking statements contained in this Circular after the date of issue of this Circular except as may be required by law. 4

7 ACTION REQUIRED BY INFRASORS SHAREHOLDERS The definitions and interpretations commencing on page 11 of this Circular shall apply mutatis mutandis to this statement regarding the action required by Infrasors Shareholders. Please take careful note of the following provisions regarding the action required by Shareholders. If you are in any doubt as to the action you should take, please consult your CSDP, broker, attorney, banker or professional advisor immediately. The General Meeting will be held at 11:00 on Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, 2196 to consider and, if deemed fit, pass the resolutions required to enable Afrimat to acquire the Remaining Shares (save for the Shares held by Dissenting Shareholders that do not withdraw their respective demands made in terms of sections 164(5) to 164(8) of the Companies Act or allow any offers by Afrimat in terms of section 114 of the Companies Act to lapse) in terms of a Scheme of Arrangement under section 114 of the Companies Act. In order for the Scheme to become operative, the Remaining Shareholders present in person or by proxy at the General Meeting exercising in aggregate at least 75% of the voting rights exercisable at the General Meeting are required to vote in favour of the Scheme. Should the Scheme become unconditional and operative, the Remaining Shareholders, irrespective of their election, will have their accounts at their CSDP or broker debited with their Shares and credited with the Offer Consideration. If the Special Resolution pursuant to which the Scheme is proposed is not approved by the requisite majority of the Remaining Shareholders who attend and vote at the General Meeting and the Scheme is, as a result, not declared unconditional, then the Remaining Shareholders will retain their Shares and will not be entitled to receive the Offer Consideration. The General Offer will, immediately thereafter, be deemed to have been made by Afrimat to the Remaining Shareholders, on the terms and conditions set out herein. A. ACTION REQUIRED IN RELATION TO THE SCHEME AND DELISTING (IF REQUIRED) 1. IF YOU HAVE DEMATERIALISED YOUR SHARES AND DO NOT HAVE OWN-NAME REGISTRATION 1.1 Voting at the General Meeting If your Dematerialised Infrasors Shares are not recorded in your own name in the electronic sub register of Infrasors, you should notify your duly appointed CSDP or broker, as the case may be, in the manner and subject to the cut-off time stipulated in the custody agreement governing your relationship with your CSDP or broker, of your instructions as regards voting your Infrasors Shares at the General Meeting. If your CSDP or broker does not obtain instructions from you, your CSDP or broker will be obliged to act in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or broker. If you have not been contacted, it would be advisable for you to contact your CSDP or broker immediately and furnish your CSDP or broker with your instructions. You must not complete the attached form of proxy. 1.2 Attendance and representation at the General Meeting In accordance with the mandate between you and your CSDP or broker, you must advise your CSDP or broker if you wish to: attend, speak or vote at the General Meeting; and/or send a proxy to represent you (including the Chairman of the General Meeting) at the General Meeting. Your CSDP or broker will then issue the necessary letter of representation to you to attend the General Meeting. You will not be permitted to attend, speak or vote at the General Meeting, nor send a proxy to represent you at the General Meeting without the necessary letter of representation 5

8 being issued to you, and your CSDP or broker may then vote on your behalf or abstain from voting at the General Meeting in accordance with the mandate between you and your CSDP or broker. 1.3 Consequences of the Shareholders Vote on the Scheme In order for the Scheme to become operative, Remaining Shareholders exercising at least 75% of the voting rights are required to vote in favour of the Scheme. Should the Scheme become unconditional and operative, Remaining Shareholders, irrespective of their election, will have their accounts at their CSDP or broker debited with their Shares and credited with the Offer Consideration. Should the Scheme not be declared unconditional, the General Offer will commence in accordance with section 13 of this Circular. 2. IF YOU HAVE NOT DEMATERIALISED YOUR SHARES OR IF YOU HAVE DEMATERIALISED INFRASORS SHARES WITH OWN-NAME REGISTRATION 2.1 Voting, attendance and representation at the General Meeting You may attend, speak and vote at the General Meeting in person subject to sections 57 and 58 of the Companies Act. Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the relevant attached Form of proxy (green) in accordance with the instructions therein and return it to the Transfer Secretaries: Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), to be received by no later than 48 hours before the General Meeting to be held at 11:00 Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, The Form of proxy may also be handed to the Chairman of the General Meeting or adjourned General Meeting before the General Meeting is due to commence or recommence. 2.2 Surrender of Documents of Title (this applies only to certificated and not to Dematerialised Infrasors Shareholders with own-name registration) You are required to surrender your Documents of Title in respect of all your Shares in order to claim the Offer Consideration should the Scheme become unconditional, by completing the attached form of surrender and transfer Scheme (pink) in accordance with its instructions, and returning it, together with the relevant share certificates or Documents of Title, to the Transfer Secretaries: Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), to be received by no later than 12:00 on the Scheme Record Date. 2.3 Scheme Record Date Certificated Shareholders If the Scheme becomes unconditional and you surrender your Documents of Title to the Transfer Secretaries on or before 12:00 on the Scheme Record Date, the Offer Consideration in respect thereof will be posted to you at your own risk by ordinary post on or about the Implementation Date. If you surrender your Documents of Title after 12:00 on the Scheme Record Date, the Transfer Secretaries will post the Offer Consideration in respect thereof to you by ordinary post at your own risk within five Business Days of receipt thereof. If you hold Certificated Infrasors Shares, you should complete the attached Form of surrender and transfer Scheme (pink) and return it together with the relevant share certificate(s) or other Documents of Title in accordance with the instructions contained therein to the Transfer Secretaries: Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), to be received by no later than 12:00 on the Scheme Record Date. Should the Scheme not become unconditional, the Transfer Secretaries shall, within five Business Days of either the date upon which it becomes known that the Scheme will not be implemented or on receipt by the Transfer Secretaries of the required Documents of Title, whichever is the later, return the Documents of Title to the Certificated Shareholder concerned by registered post at the risk of such Certificated Shareholder. 6

9 Dematerialised Infrasors Shareholders with own-name registration If the Scheme becomes unconditional, Dematerialised Infrasors Shareholders with own-name registration will have their accounts held at their CSDP or broker debited with their Shares and credited with the Offer Consideration in respect thereof on the Implementation Date. If you wish to dematerialise your Infrasors Shares, please contact a CSDP or broker. You do not need to dematerialise your Infrasors Shares in order to receive the Offer Consideration in respect thereof. Shareholders are advised to consult their professional advisors about their personal tax positions regarding the receipt of the Offer Consideration. Infrasors does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of a Dematerialised Infrasors Shareholder to notify such Dematerialised Shareholder of the General Meeting or any business to be conducted thereat. 2.4 Consequences of the Shareholders vote on the Scheme For the Scheme to become operative, 75% of Remaining Shareholders need to vote in favour of the Scheme. If the Scheme becomes unconditional and implemented, Remaining Shareholders will have to surrender their Documents of Title/share certificates in exchange for the Offer Consideration (please refer to 1.3 above) irrespective of whether they voted in favour of the Scheme or not. If the Scheme does not become operative, the General Offer will commence in accordance with section 13 of this Circular. 3. DISSENTING SHAREHOLDERS APPRAISAL RIGHTS At any time before the Special Resolution is to be voted on at the General Meeting, a Remaining Shareholder may give Infrasors written notice objecting to the Special Resolution. Within 10 Business Days after Infrasors has adopted the Special Resolution, Infrasors must send a notice that the Special Resolution has been adopted to each Remaining Shareholder who gave Infrasors written notice of objection and has neither withdrawn that notice nor voted in favour of the Special Resolution. A Remaining Shareholder who has given Infrasors written notice in terms of 164 of the Companies Act objecting to the Special Resolution and has complied with all of the procedural Regulations set out in section 164 of the Companies Act may, if the Special Resolution has been adopted, then demand in writing within: 20 Business Days after receipt of the notice referred to above; or if the Remaining Shareholder does not receive the notice from Infrasors referred to above, 20 Business Days after learning that the Special Resolution has been adopted, that Infrasors pay the Remaining Shareholder the fair value (in terms of and subject to the requirements set out in section 164 of the Companies Act) for all the Shares held by that Remaining Shareholder. A more detailed explanation of the Dissenting Shareholders Appraisal Rights is contained in paragraph 8 of the Circular. B. ACTION REQUIRED IN RELATION TO THE GENERAL OFFER If the Special Resolution pursuant to which the Scheme is proposed is not approved by the requisite majority of the Remaining Shareholders and the Scheme does not become operative, the General Offer will, immediately thereafter, be deemed to have been made by Afrimat to the Remaining Shareholders, on the terms and conditions set out herein. The options available to you in the event that the General Offer is made to the Remaining Shareholders are: to accept the General Offer in respect of all or any of your Remaining Shares; or to reject the General Offer. If you wish to reject the General Offer, you do not need to take any further action once the General Offer is deemed to have been made. If you wish to accept the General Offer, you must do so in the manner described below, depending on whether you are a Certificated Shareholder or a Dematerialised Shareholder. 7

10 1. CERTIFICATED SHAREHOLDERS 1.1 If you are a Certificated Shareholder and wish to accept the General Offer, you must complete the General Offer Form (white) attached to this Circular in accordance with its instructions and forward it, together with your Documents of Title to the Transfer Secretaries. The General Offer Form and Documents of Title must be received by no later than 12:00 on the General Offer Closing Date. The General Offer Form may be delivered by hand or sent by mail to the following addresses: If delivered by hand Link Market Services South Africa Proprietary Limited 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 If sent by mail Link Market Services South Africa Proprietary Limited PO Box 4844 Johannesburg, DEMATERIALISED SHAREHOLDERS 2.1 If you are a Dematerialised Shareholder, you will be contacted by your duly appointed CSDP or broker in the manner stipulated in the custody agreement entered into between you and your CSDP or broker, as the case may be, in order to ascertain whether or not you wish to accept the General Offer. If you wish to accept the General Offer, you must notify your CSDP or broker of your acceptance of the General Offer in the time and manner stipulated in the custody agreement entered into between you and your CSDP or broker, as the case may be. 2.2 If you are a Dematerialised Shareholder and wish to accept the General Offer, but have not been contacted by your CSDP or broker, it would be advisable for you to contact and furnish your CSDP or broker with instructions in regard to the acceptance of the General Offer. These instructions must be provided in the manner and by the cut-off date and time stipulated in your custody agreement, and must be communicated by you and/or your CSDP or broker to the Transfer Secretaries by no later than 12:00 on the General Offer Closing Date. 2.3 You must NOT complete the attached General Offer Form. 2.4 If you notify your CSDP or broker of your desire to accept the General Offer, you will NOT be able to trade your Shares from the date on which you notify your CSDP or broker of your acceptance of the General Offer. 8

11 IMPORTANT DATES AND TIMES The definitions and interpretations commencing on page 11 of this Circular shall apply, mutatis mutandis, to the dates and times set out hereunder: Action 2015 Record date to determine which Shareholders are entitled to receive the Circular Posting of the Circular to Shareholders and notice convening General Meeting released on SENS Notice convening General Meeting published in the South African press Last day to trade in Shares in order to be recorded on the Register on the Scheme voting record date (Voting Last Day to Trade) Voting Record Date in respect of being eligible to vote at the General Meeting Form of proxy to be received by 11:00 Last date and time for Shareholders to give notice to Infrasors objecting to the General Meeting to be held at 11:00 General Meeting at 11:00 Results of General Meeting released on SENS Results of General Meeting published in the South African press Friday, 17 July Friday, 24 July Monday, 27 July Friday, 14 August Friday, 21 August Tuesday, 25 August Thursday, 27 August Thursday, 27 August Thursday, 27 August Friday, 28 August Timetable if the Scheme is approved by the Remaining Shareholders (the following dates will be confirmed in the finalisation announcement once the Scheme becomes unconditional): Action 2015 Last day for a Remaining Shareholder who voted against the Scheme Resolution to require Infrasors to apply to Court for approval of the Scheme, under section 115(3)(a) of the Companies Act on Last day for a Remaining Shareholder who voted against the Scheme Resolution to apply to Court for leave to apply for review of the Scheme, under section 115(3)(b) of the Companies Act on Last date for Infrasors to send Dissenting Shareholders notices of the adoption of the Scheme Resolution in terms of section 164 of the Companies Act on Last day for Dissenting Shareholders to demand that the Company acquires his/her shares at fair value, in accordance with section 164 on Receive compliance certificate from TRP on Expected Scheme Finalisation Date and Finalisation announcement on SENS on Application for the delisting of Infrasors Shares lodged with the JSE Expected last day to trade in Shares in order to be recorded on the Register on the Record Date (Scheme Last Day to Trade) Expected date of the suspension of listing of Remaining Shares on the JSE Expected Scheme Record Date on which Shareholders must be recorded in the Register to receive the Offer Consideration Thursday, 3 September Thursday, 10 September Thursday, 10 September Thursday, 8 October Thursday, 10 September Thursday, 10 September Monday, 14 September Thursday, 17 September Friday, 18 September Friday, 25 September 9

12 Action 2015 Expected Implementation Date of the Scheme payment of cash and transfer of Shares Expected termination of listing of Shares at commencement of trade on the JSE Monday, 28 September Tuesday, 29 September Timetable if Scheme is not approved: In the event that the Special Resolution approving the Scheme is not passed, Afrimat will be deemed to have made the General Offer to the Remaining Shareholders immediately thereafter. The following dates in respect of the General Offer (assuming Delisting Resolution passed by requisite majority of the Remaining Shareholders at the General Meeting) will be confirmed in an announcement post the General Meeting: Action 2015 Results of General Meeting released on SENS Expected date of opening of General Offer (General Offer Opening Date) at 09:00 Results of General Meeting published in the South African press Finalisation announcement Expected last day to trade to take up the General Offer Expected date of suspension of the listing of Infrasors Shares on the JSE on Expected General Offer Record Date Expected General Offer Closing Date at 12:00 Expected Offer Payment Date Expected termination of the listing of Infrasors Shares at commencement of trade on the JSE on Thursday, 27 August Friday, 28 August Friday, 28 August Thursday 10 September Friday, 2 October Monday, 5 October Friday, 9 October Friday, 9 October Monday, 12 October Tuesday, 13 October Notes: 1. All dates and times in respect of the Scheme are subject to change by mutual agreement between Infrasors and Afrimat and the approval(s) of the JSE and Takeover Regulation Panel and may be subject to other regulatory approvals being granted. Any change will be released on SENS and published in the South African press. 2. Although the salient dates and times are subject to change, such statement may not be regarded as consent or dispensation for any change to the time period which may be required in terms of the Takeover Regulations, where applicable, and any such consent or dispensation must be specifically applied for and approved by the Takeover Regulation Panel. 3. The Remaining Shareholders are referred to paragraph 8 of the Circular (which contains a summary of Dissenting Shareholders Appraisal Rights in respect of the Scheme). 4. The Remaining Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five Business Days after such trade. Therefore persons who acquire Shares after the Voting Last Day to Trade (i.e. Friday, 14 August 2015) will not be eligible to vote at the General Meeting, but will, provided the Scheme is approved and they acquire the Shares on or prior to the Scheme Last Day to Trade (expected to be Thursday, 17 September), participate in the Scheme (i.e. sell their Shares to Afrimat in accordance with the Scheme conditions for the Offer Consideration). 5. A Remaining Shareholder may submit a proxy at any time before the commencement of the General Meeting (or any adjournment of the General Meeting) or hand it to the chairman of the General Meeting before the appointed proxy exercises any of the relevant Remaining Shareholder s rights at the General Meeting (or any adjournment of the General Meeting), provided that should a Remaining Shareholder lodge a Form of proxy with the Transfer Secretaries less than 48 hours before the General Meeting, such Remaining Shareholder will also be required to furnish a copy of such Form of proxy to the chairman of the General Meeting before the appointed proxy exercises any of such Remaining Shareholder s rights at the General Meeting (or any adjournment of the General Meeting). 6. If the General Meeting is adjourned or postponed, and Forms of proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 7. All times given in this Circular are local times in South Africa. 8. If the Scheme is approved by at least 75% of the Remaining Shareholders who, being entitled to vote at the General Meeting, attend and vote at the General Meeting, share certificates may not be Dematerialised or rematerialised after the Scheme Last Day to Trade. 9. Infrasors will continue operations as an unlisted entity if either the Scheme is implemented or the Delisting is approved by the requisite majority of the Remaining Shareholders. 10

13 DEFINITIONS AND INTERPRETATIONS In this Circular, unless the context indicates a contrary intention, an expression which denotes any gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following expressions bear the meanings assigned to them below and cognate expressions bear cognate meanings: the Act or the Companies Act the Companies Act, 2008 (Act 71 of 2008), as amended, and where appropriate in the context includes a reference to the Regulations promulgated in terms of such Act; Afrimat Afrimat Limited and its subsidiaries (Registration number 2006/022534/06), a company duly incorporated and registered under the company laws of South Africa, all the Shares of which are listed on the JSE; the Board bridge Capital or Sponsor to Infrasors and Afrimat Business Day certificated Infrasors Shareholders Certificated Infrasors Shares CIPC the/this Circular combined Scheme and Offer Proposal the Conditions Precedent Court CSDP the Board of directors of Infrasors, information on whom is set out in Annexure 5; Bridge Capital Advisors Proprietary Limited, the details of which are contained in the front inside cover of this Circular; any day other than a Saturday, Sunday or official public holiday in South Africa; Infrasors Shareholders who hold Certificated Infrasors Shares; Infrasors Shares which have not yet been Dematerialised into the Strate system, title to which is represented by share certificates or other physical Documents of Title; the Companies and Intellectual Property Commission established pursuant to section 185 of the Companies Act; all the documents contained in this bound document dated Friday, 24 July 2015, including the notice of General Meeting, the Form of proxy, the Form of surrender and transfer Scheme and the General Offer Form ; the proposed transaction mechanism through which Afrimat intends to acquire the Remaining Shares in Infrasors, consisting of a Scheme of Arrangement proposed by the Board between Infrasors and the Remaining Shareholders in terms of section 114 of the Companies Act, or alternatively, the implementation of the General Offer deemed to have been made immediately upon the failure of the Scheme of Arrangement, as the case may be; the conditions precedent to which the Scheme, the Offer and the delisting is subject, as set out in paragraph 7 of the Circular; any South African court of competent jurisdiction to approve and implement the Special Resolution set out in the notice of the General Meeting pursuant to section 115 of the Companies Act and to determine the fair value of Infrasors Shares pursuant to section 164(14) of the Companies Act; Central Securities Depository Participant, appointed by individual Shareholders for the purpose of, and in regard to, dematerialisation in terms of the Financial Markets Act; 11

14 Delisting Delisting Resolution Dematerialise Dematerialised Infrasors Shareholders Dematerialised Infrasors Shares Dissenting Shareholders Documents of Title EFT the delisting of Infrasors from the main board of the JSE in terms of section 1.13 to 1.15 of the JSE Listing requirements; the ordinary resolution to be proposed at the General Meeting for the approval of the Delisting, the full terms of which are set out in the notice of General Meeting attached to and forming part of this Circular; the process whereby Certificated Infrasors shares are converted to or held in electronic format as uncertificated securities and recorded as such in a sub-register of securities holders maintained by a CSDP and Dematerialised shall bear the same meaning; Infrasors Shareholders who hold Dematerialised Infrasors Shares; an Infrasors Share that has been Dematerialised or issued in Dematerialised form and is held on a sub-register of Infrasors Shareholders administered by a CSDP; Remaining Shareholders who have exercised their Appraisal Rights in terms of section 164 of the Companies Act and who do not fall within the ambit of section 164(9) of the Companies Act; Infrasors Shares certificates and/or certified transfer deeds and/or balance receipts or any other Documents of Title in respect of Infrasors Shares acceptable to Infrasors; Electronic Funds Transfer; the Exchange Control Regulations the Exchange Control Regulations, 1961, as amended, made in terms of section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended; FICA Finalisation Date Financial Markets Act General Offer General Offer Opening Date General Offer Closing date the Financial Intelligence Centre Act, 2001 (No. 38 of 2001), as amended; the date on which Infrasors and Afrimat announces that all of the Conditions have been fulfilled or waived, as the case may be, including without limitation that the Takeover Regulation Panel has issued its compliance certificate under section 119(4)(b) or an exemption in terms of 119(6) of the Companies Act and that the Scheme has become unconditional and capable of implementation, which Finalisation Date is expected to be Thursday, 10 September 2015; the Financial Markets Act, 2012 (No. 19 of 2012), as amended; the general offer to the Remaining Shareholders made in accordance with section 117(1)(c)(v) of the Companies Act to acquire all of the Remaining Shares at the Offer Consideration, which will, subject to the fulfilment or waiver, as the case may be, of the Conditions Precedent to which it is subject, become effective immediately upon the failure of the Scheme of Arrangement, and the removal of the listing of the Infrasors Shares from the JSE in terms of sections 1.13 to 1.15 of the Listings Requirements; the opening date in respect of the General Offer, which date shall be 09:00 on the Friday, 28 August 2015; The closing date of the General Offer, which date shall be 12:00 on the first Friday falling on or after the 31st Business Day following the General Offer Opening Date; 12

15 General Meeting IFRS Implementation Date Independent Board Independent Expert or BDO Infrasors or the Company JSE JSE Listings Requirements Last Practicable Date offer Consideration or Offer Price own-name Dematerialised Infrasors Shareholders Publication Date R or Rand Register or Share Register Regulations Remaining Share(s) Remaining Shareholders scheme or Scheme of Arrangement To be held at 11:00 at Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, 2196 (or any postponement or adjournment thereof), at which meeting Infrasors Shareholders will consider and vote on the Scheme and the Delisting; International Financial Reporting Standards; the date on which the Scheme is to be implemented, which is expected to be Monday, 28 September 2015 being the first Business Day following the Scheme Record Date; Mochele Noge, Percy FC Ying and Jacobus CP Bekker (comprising Infrasors Board members who are deemed to be impartial and have no conflict of interest in relation to the Scheme, and accordingly are independent as defined under Regulation 81(j) of the Companies Act); BDO Corporate Finance Proprietary Limited, the independent expert appointed by the Independent Board to advise as to whether the terms of the Scheme are fair and reasonable to shareholders in terms of section 114(3) of the Companies Act; Infrasors Holdings Limited (Registration number 2007/002405/06), a public company incorporated in accordance with the laws of South Africa, the ordinary shares of which are listed on the Main Board of the JSE; JSE Limited (Registration number 2005/022939/06), a public company registered and incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act; the Listings Requirements as published by the JSE, as amended from time to time; Monday, 20 July 2015 being the Last Practicable Date prior to the finalisation of this Circular; The consideration payable by Afrimat cash, being R1.35 per share, for every Remaining Share held by the Remaining Shareholders; Dematerialised Infrasors Shareholders who/which have elected ownname registration in the sub-register of Infrasors held by a CSDP; Wednesday, 10 June 2015 being the last Business Day immediately prior to the date of the firm intention announcement which was published on SENS on Thursday, 11 June 2015 and in the press on 12 June 2015; South African Rand; Infrasors share register, including all sub-registers; The Companies Regulations 2011 promulgated under the Companies Act as amended; Infrasors Shares, being the issued Infrasors Shares, excluding Treasury Shares and the Infrasors Shares held by Afrimat; the registered holders of the Remaining Shares from time to time; the scheme of arrangement in terms of section 114 read with section 115 of the Companies Act proposed by the Board between Infrasors and the Remaining Shareholders pursuant to which Afrimat will acquire the remaining Shares at the Offer Consideration per Remaining Share, and upon having acquired all the issued Infrasors Shares, the removal of the Listing of the Infrasors Shares from the JSE in terms of section 1.16(b) of the Listings Requirements; 13

16 Scheme Participant(s) Scheme Record Date Scheme Resolution SENS Shareholders or Infrasors Shareholders Shares or Infrasors Shares South Africa refers to the Remaining Shareholders registered as such on the Scheme Record Date, other than the Dissenting Shareholders; the date on, and the time at, which all persons recorded in the Register who have elected to vote in favour of the Scheme or who have not voted and are thus deemed to have voted in favour of the Scheme and will accordingly receive the Offer Consideration, being the close of business on the first Friday following the Scheme Last Day to Trade, or such other day as the JSE may direct; the special resolution to be proposed at the General Meeting for the approval of the Scheme, the full terms of which are set out in the notice of General Meeting attached to and forming part of this Circular; the Securities Exchange News Service, the news service operated by the JSE; the holders of Infrasors Shares recorded as such in the Register at the Scheme Record Date; issued ordinary shares of no par value in the share capital of Infrasors; the Republic of South Africa; Strate Strate Proprietary Limited (Registration number 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa, and a registered central securities depository responsible for the electronic custody and settlement system for transactions that take place on the JSE and the off-market trades; Subsidiary Takeover Regulation Panel or the Panel Takeover Regulations Transfer Secretaries or Link Market Services Voting Record Date Voting Last Day to Trade VWAP a subsidiary as defined in the Companies Act; the Takeover Regulation Panel established in terms of section 196 of the Companies Act; the Takeover Regulations issued in terms of section 120 of the Companies Act, as amended; Link Market Services South Africa Proprietary Limited, (Registration number 2000/007239/07), a private company incorporated in accordance the laws of South Africa; the date on, and the time at, which an Infrasors Shareholder must be recorded in the Register in order to vote at the General Meeting, being the close of business on the Friday of the week immediately preceding the date of the General Meeting, or such other date or time as the JSE may direct; the last day to trade on the exchange operated by the JSE to be able to vote at the General Meeting, being the Friday immediately preceding the week during which the Voting Record Date occurs, or such other date or time as the JSE may direct, which date is expected to be Friday, 21 August 2015; and Volume weighted average price. 14

17 Infrasors Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2007/002405/06) Share code: IRA ISIN: ZAE ( Infrasors or the Company ) Afrimat Limited (Incorporated in the Republic of South Africa) (Registration number 2006/022534/06) Share code: AFT ISIN: ZAE ( Afrimat ) CIRCULAR TO INFRASORS SHAREHOLDERS DETAILS IN RESPECT OF THE COMBINED SCHEME AND OFFER PROPOSAL 1. INTRODUCTION 1.1 In the joint firm intention announcement released on SENS on 11 June 2015, Infrasors Shareholders were advised that the Infrasors Board has undertaken to cooperate with Afrimat in the implementation of the Scheme and in particular to propose the Scheme. In terms of the firm intention, Afrimat offered to acquire all of the Remaining Shares from all the Remaining Shareholders, for a cash consideration of R1.35 (One Rand thirty five cents) per Remaining Share. 1.2 The Offer Consideration represents a premium of 19.47% to the 30 trading day VWAP of Infrasors Shares on the Business Day immediately preceding the date on which the Infrasors Board received the firm intention from Afrimat being 10 June Afrimat currently owns Infrasors Shares comprising of approximately 91.28% of the issued share capital of Infrasors. 1.4 The Independent Board has obtained a report from the Independent Expert regarding the Scheme. A copy of the Independent Expert s report, which states that the Scheme is fair and reasonable to Scheme Participants, is set out in Annexure After due consideration and taking into account the report of the Independent Expert, the Independent Board has recommended the Scheme and the Infrasors Board is proposing the Scheme in terms of section 114 of the Companies Act. 1.6 Implementation of the Scheme is subject to the fulfilment or waiver of the Conditions Precedent including, inter alia, approval of the Scheme by the Remaining Shareholders in terms of section 115 of the Act. 1.7 Subject to the fulfilment or waiver of the Conditions Precedent set out in paragraph 7, including the approval of the Scheme by Shareholders, Afrimat will acquire the Remaining Shares from the Remaining Participants for the Offer Consideration. 1.8 The Scheme requires the approval by no less than 75% of the Shareholders present, or represented by proxy, and voting at the General Meeting, which meeting may not begin until sufficient persons are present at such meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the General Meeting. 1.9 Should the Scheme fail in terms of section 114 of the Act, Afrimat hereby extends a General Offer to the Remaining Shareholders in terms of section 117(1)(c)(v) of the Companies Act The General Offer will be made at the same cash consideration of R1.35 per Infrasors Share Following the implementation of the Scheme or the General Offer, Infrasors will be delisted from the JSE in terms of section 116(b) or sections 1.13 to 1.15 of the JSE Listings Requirements as the case may be). 15

18 2. PURPOSE OF THE CIRCULAR The purpose of this Circular is to provide Infrasors Shareholders with: 2.1 Relevant information regarding the Scheme and the General Offer; 2.2 The Independent Experts report in respect of the Scheme and General Offer prepared in terms of section 114(3) of the Companies Act; 2.3 The Independent Board s recommendation in respect of the terms of the Scheme and the General Offer (As supported by the Independent Expert report proposed by the Infrasors Board); 2.4 The Notice of the General Meeting to consider and, if deemed appropriate, to approve the Resolutions; and 2.5 Information regarding Dissenting Shareholders rights and the manner in which they may exercise those rights. 3. RATIONALE 3.1 The Scheme is being proposed by the Board as a mechanism to enable Afrimat to acquire the entire remaining issued share capital of Infrasors that it does not already own. 3.2 Afrimat believes the Scheme will be beneficial to Afrimat as the incorporation of the Infrasors operations into Afrimat, without the limitation of maintaining separate corporate governance structures and due to Infrasors having minority shareholders, could potentially bring new business and rationalisation opportunities. 3.3 The Independent Board believes the Scheme will be beneficial for Infrasors as the incorporation of Infrasors operations into Afrimat could result in developing new revenue opportunities and cost reductions which would deliver increased profitability. 3.4 The business of Infrasors and its Subsidiaries will continue as currently conducted after the Implementation Date and Infrasors will become a wholly-owned Subsidiary of Afrimat. 4. OFFER CONSIDERATION 4.1 The Offer Consideration is R1.35 in cash per Remaining Share, translating to a maximum aggregate consideration of R payable to the holders of the Remaining Shares. 4.2 The Offer Consideration represents a premium of: % to the VWAP of Infrasors Shares traded on the JSE over the 30 Business Days up to and including the Publication Date; and % to the closing price of Infrasors Shares on the JSE on Publication Date. 4.3 Infrasors Shareholders are referred to paragraph 16 below regarding the treatment of the Offer Consideration in terms of the Exchange Control Regulations. 5. FUNDING OF THE OFFER CONSIDERATION The maximum Offer consideration will be R Afrimat has confirmed to Infrasors that sufficient cash resources are available for the payment of the Offer Consideration in terms of the Scheme, and, as required in terms of the Companies Act and the Regulations, Standard Bank has provided the necessary guarantee to the Takeover Regulation Panel to satisfy the full Offer Consideration payable in terms of the Scheme, which is in the form acceptable to the Takeover Regulation Panel and which complies with Regulation 111(4) and 111(5) of the Takeover Regulations. 6. TRANSACTION MECHANISM 6.1 The Scheme of Arrangement The Scheme in terms of section 114 (read with section 115) of the Companies Act will be proposed by the Board between Infrasors and the Remaining Shareholders pursuant to which, if approved by the requisite majority of the Remaining Shareholders, Afrimat will acquire all of the Remaining Shares. 16

19 6.1.2 The Offer Consideration payable to the Remaining Shareholders for the Shares will be R1.35 per Remaining Share payable in cash The Scheme will be subject to the fulfilment of the Conditions Precedent detailed in paragraph 7 of this Circular The Scheme will be subject to section 164 of the Companies Act and shall become binding on Infrasors and the Remaining Shareholders (irrespective of whether or not each Remaining Shareholder supports the Scheme) if, inter alia: the Special Resolution approving the Scheme is adopted at the General Meeting; and all of the Conditions Precedent for the implementation of the Scheme have been fulfilled or waived (where capable of waiver) Subject to the Scheme becoming unconditional, the Scheme Participants shall be deemed with effect from the Implementation Date to have: disposed of their Remaining Shares to Afrimat, who will be deemed to have acquired ownership of such Remaining Shares on the Implementation Date, in exchange for the Offer Consideration payable for those Remaining Shares which Offer Consideration is to be settled in terms of paragraph 11 and 15; authorised Infrasors and/or the Transfer Secretaries on their behalf to transfer the Remaining Shares into the name of Afrimat; and authorised the Transfer Secretaries on their behalf to collect from Afrimat the Offer Consideration for delivery to those Scheme Participants and all risk and benefit in the Remaining Shares will pass from those Scheme Participants to Afrimat with effect from the Implementation Date Should the Scheme become unconditional and be implemented, Scheme Participants shall: against the surrender by Certificated Shareholders of their Documents of Title, receive the Offer Consideration; in terms of the custody agreement entered into between the Scheme Participants concerned and their CSDP or broker, Dematerialised Shareholders will have their Shares transferred to Afrimat and the Offer Consideration transferred to their CSDP or broker who should credit them with the Offer Consideration; and the rights of the Scheme Participants to receive the Offer Consideration in respect of the Shares held by them will be the rights enforceable by Scheme Participants against Afrimat only The effect of the Scheme will be that, with effect from the Implementation Date, the Remaining Shares of the Scheme Participants will be acquired by Afrimat, resulting in Afrimat owning the entire issued share capital of Infrasors, other than the Remaining Shares held by the Dissenting Shareholders Furthermore, following the implementation of the Scheme, Infrasors will delist from the JSE in terms of section 1.16(b) of the JSE Listings Requirements With effect from the Implementation Date, each and every officer/director of the Transfer Secretaries and/or Infrasors or any other person nominated by Infrasors, will irrevocably be deemed to be the attorney and agent in rem suam of the Scheme Participants to implement the transfer of their Shares in terms of paragraph and to sign any instrument of transfer in respect thereof or any other documents and to do any and all other acts required or desirable to implement the Scheme and the delisting and to take all steps necessary to procure electronic delivery of Shares which have been Dematerialised. 6.2 The Delisting and the General Offer It is an express term of the Scheme that, should the Scheme fail for any reason, then immediately after the failure of the Scheme: 17

20 The General Offer, will subject to the fulfilment and waiver, as may be, of the Conditions Precedent to which is the subject, become effective; If the General Offer is implemented, and Afrimat acquires at least 90% of the Remaining Shares, then Afrimat may acquire 100% of the Infrasors Shares following the successful implementation of the minority squeeze out provisions of section 124 of the Companies Act; and Following the General Offer Closing Date, the Delisting of Infrasors Shares from the JSE in terms of sections 1.13 to 1.15 of the JSE Listings Requirements, if the Delisting Resolution has been passed by the requisite majority of the Remaining Shareholders at the General Meeting, will become operative. 7. CONDITIONS PRECEDENT 7.1 The Scheme will, in addition to the Conditions Precedent set out in 7.2 and 7.3 below, be subject to the requisite majority (75%) of the voting rights exercisable by the Remaining Shareholders at the General Meeting passing the Scheme Resolution, and the required court approval being obtained in the event section 115(3) of the Companies Act becomes applicable. 7.2 In the case of the General Offer, the Delisting will be subject to the requisite majority (50%) of the voting rights exercised by the Remaining Shareholders at the General Meeting passing the relevant resolutions required to implement the Delisting as contemplated in sections 1.13 to 1.15 of the JSE Listings Requirements. 7.3 The Implementation of the Scheme and Offer Proposal (whether in the form of the Scheme or the General Offer) will furthermore be subject to TRP approval (by way of a compliance certificate to be issued in terms of the Companies Act in relation to either the Scheme or the General Offer). 18

21 DETAILS IN RESPECT OF THE SCHEME 8. DISSENTING SHAREHOLDERS APPRAISAL RIGHTS This paragraph 8 contains only a summary of the provisions of section 164 of the Companies Act. The full section is set out in Annexure 7 to this Circular. 8.1 Section 164 of the Companies Act provides that: at any time before the Special Resolution is to be voted on, a Remaining Shareholder may give Infrasors a written notice objecting to the Special Resolution ( Notice of Objection ); within 10 Business Days after Infrasors has adopted the Special Resolution, it must send a notice that the Special Resolution has been adopted to each Remaining Shareholder who gave Infrasors a Notice of Objection and has neither withdrawn the Notice of Objection nor voted in favour of the Special Resolution; a Dissenting Shareholder may demand in writing within 20 Business Days after receipt of the notice referred to in paragraph or, if the Dissenting Shareholder does not receive the notice referred to in paragraph 8.1.2, within 20 Business Days after learning that the Special Resolution was adopted, that Infrasors pay the Dissenting Shareholder the fair value for all the Shares held by that Dissenting Shareholder if: the Dissenting Shareholder sent Infrasors a Notice of Objection; Infrasors has adopted the Special Resolution; and the Dissenting Shareholder voted against the Special Resolution and has complied with all of the procedural requirements of section 164 of the Companies Act the demand sent by the Dissenting Shareholder to Infrasors as provided in paragraph above must set out: the Dissenting Shareholder s name and address; the number of Shares in respect of which the Dissenting Shareholder seeks payment; and a demand for payment of the fair value of those Shares. The fair value of the Shares is determined as at the date on which, and the time immediately before, Infrasors adopted the Special Resolution that gave rise to the Dissenting Shareholder s rights under this section. 8.2 Any Remaining Shareholder that is in doubt as to what action to take must consult their legal or professional advisor in this regard. A copy of section 164 of the Companies Act is attached to this Circular as Annexure Before exercising their rights under section 164 of the Companies Act, the Remaining Shareholders should have regard to the following factors relating to the Scheme: the Offer Consideration is payable in cash; the report of the Independent Expert set out in Annexure 1 to this Circular concludes that the terms of the Scheme are fair and reasonable to the Remaining Shareholders; and the Court is empowered to grant a costs order in favour of, or against, a Dissenting Shareholder, as may be applicable. 8.4 A Dissenting Shareholder who has sent a demand in terms of section 164 of the Companies Act has no further rights in respect of their Shares, other than to be paid their fair value, unless: the Dissenting Shareholder withdraws that demand before Infrasors makes an offer to that Dissenting Shareholder under section 164(11) of the Companies Act, or allows any offer made by Infrasors to lapse; Infrasors fails to make an offer in accordance with section 164(11) of the Companies Act and the Dissenting Shareholder withdraws the demand; or Infrasors, by a subsequent special resolution, revokes the adopted resolution that gave rise to the Dissenting Shareholder s rights under section

22 8.5 In the event that any of the circumstances contemplated in section 164(9)(a) to (c) of the Companies Act occur, then a Dissenting Shareholder shall: if such event takes place on or before the Scheme Record Date in respect of the Scheme, be deemed to be a Scheme Participant and be subject to the provisions of the Scheme; and if such event takes place after the Scheme Record Date in respect of the Scheme, be deemed to have been a Scheme Participant as at the Implementation Date, provided that settlement of the Offer Consideration and transfer of that Dissenting Shareholder s Shares to Infrasors shall take place on the later of: (i) the Implementation Date; (ii) the date which is five Business Days after that Dissenting Shareholder so withdrew its demand or allowed Infrasors proposal in terms of the Scheme to lapse, as the case may be; (iii) if that Dissenting Shareholder is a Certificated Shareholder, the date which is five Business Days after that Dissenting Shareholder surrendered its Documents of Title and completed a Form of Surrender and Transfer Scheme (pink) accepting the Scheme to the Transfer Secretaries; and (iv) that Dissenting Shareholder authorises Infrasors and/or the Transfer Secretaries on its behalf to transfer its Shares to Afrimat against payment of the Offer Consideration and to take all other action and steps necessary to give effect of the foregoing. 9. GENERAL MEETING 9.1 The Scheme will be put to a vote at the General Meeting to be held at 11:00 on Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, Each Certificated Shareholder and Dematerialised Shareholder recorded in the Register on the Voting Record Date with own-name registration can attend, speak and vote at the General Meeting in person or give a proxy to someone else (including the chairman of the General Meeting) to represent him/her at the General Meeting by completing the attached Form of proxy (green). 9.3 The relevant Form of proxy (green) must be completed in accordance with the instructions therein and returned to the Transfer Secretaries Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), to be received by no later than 48 hours before the General Meeting that is to be held at 11:00 on Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, Should the Form of proxy not be lodged with the Transfer Secretaries by this time, it may be handed to the chairman of the General Meeting or adjourned General Meeting before the General Meeting is due to commence or recommence. 9.4 Should a Dematerialised Shareholder recorded in the Register on the Voting Record Date who does not have own-name registration: wish to attend, speak and vote at the General Meeting, such Dematerialised Shareholder must arrange with his/her CSDP or broker to obtain the necessary letter of representation; or be unable to or not wish to attend the General Meeting but wish to vote at the General Meeting, he/she should provide his/her CSDP or broker with their voting instruction in the manner stipulated in the custody agreement governing the relationship between such Dematerialised Shareholder and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut off time and date advised by the CSDP or broker for instructions of this nature. The CSDP or broker will then provide the Transfer Secretaries with the relevant Form of proxy in terms of such individual Dematerialised Shareholders instructions. 9.5 Dematerialised Shareholders recorded in the Register on the Voting Record Date who do not have own-name registration will not be permitted to attend, speak or vote at the General Meeting without the necessary letter of representation being issued to them by their CSDP or broker. 9.6 If you are a Dematerialised Shareholder recorded in the Register on the Voting Record Date who wishes to address the General Meeting, then you will be given the opportunity to do so. 20

23 10. PROCEDURE FOR ACCEPTANCE OF THE SCHEME 10.1 Certificated Shareholders Certificated Shareholders shall, subject to the Scheme becoming unconditional and implemented, only be entitled to receive the Offer Consideration in respect of their Shares once they have surrendered their Documents of Title A Certificated Shareholder who wishes to surrender his/her Documents of Title in anticipation of the Scheme being implemented may complete the Form of Surrender and Transfer Scheme (pink) and return it, together with the Documents of Title relating to all his/her Shares, to Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) prior to 12:00 on the Scheme Record Date Alternatively, Certificated Shareholders can submit their Documents of Title after 12:00 on the Scheme Record Date, and surrender their Documents of Title representing all of their Certificated Shares under cover of a completed Form of Surrender and Transfer Scheme (pink) (voting in favour of the Scheme) at that time. In this regard, if requested by any of those Shareholders, a further Form of Surrender and Transfer Scheme will be sent to Certificated Shareholders for use by those Certificated Shareholders who may not yet have surrendered their Documents of Title. The Offer Consideration will be posted to Shareholders within five Business Days of receipt if received after 12:00 on the Scheme Record Date If the Documents of Title relating to the Shares held by any Certificated Shareholders have been lost or destroyed, such Certificated Shareholders should nevertheless return a duly completed Form of Surrender and Transfer Scheme, together with an indemnity on terms satisfactory to Infrasors. Infrasors may, in its sole discretion dispense with the surrender of such Documents of Title upon production of satisfactory evidence that the Documents of Title have been lost or destroyed and upon provision of an indemnity on terms acceptable to it. Unless otherwise agreed by Infrasors, only indemnity forms obtained from the Transfer Secretaries (available on request) will be regarded as suitable. Infrasors shall be entitled, in its absolute discretion, by way of agreement to waive the requirement of an indemnity No receipt will be issued for Documents of Title surrendered unless specifically requested. In order to comply with the requirements of the JSE, lodging agents must prepare special transaction receipts, if required Documents of Title surrendered by Certificated Shareholders prior to the Implementation Date of the Scheme will be held in trust by the Transfer Secretaries, at the risk of the Certificated Shareholders concerned, pending the Scheme becoming unconditional. In the event of the Scheme not being implemented for any reason whatsoever, the Transfer Secretaries will, by not later than five Business Days after the date upon which it becomes known that the Scheme will not be implemented, return the Documents of Title to the Certificated Shareholders concerned by, registered post, at the risk of such Shareholders, to the address recorded in the Register The attention of Certificated Shareholders is drawn to the fact that, if they surrender their Documents of Title in advance, they will not be in a position to deal in their Shares on the JSE between the date of surrender and the Implementation Date, or if the Scheme is not implemented, between the date of surrender and the date on which their Shares are returned to them as set out in this Circular Dematerialised Shareholders Dematerialised Shareholders must NOT complete the attached Form of Surrender and Transfer Scheme The Offer Consideration will be credited to the accounts of Dematerialised Shareholders by their CSDP or broker shortly after the Implementation Date. 21

24 11. SETTLEMENT OF THE SCHEME 11.1 In the event that the Scheme becomes unconditional and the Scheme is implemented, Scheme Participants, subject to the Exchange Control Regulations, will be entitled to receive the Offer Consideration in respect of the Remaining Shares held by them on the Implementation Date. The Offer Consideration shall be fully paid-up and Afrimat will, either itself and/or through Infrasors Transfer Secretaries, administer and procure the transfer of the Offer Consideration to the Scheme Participants The following provisions relate to Scheme Participants who hold Certificated Shares: subject to Exchange Control Regulations, details of which are set out in paragraph 16 below, the Offer Consideration will be deposited into the account of the Certificated Shareholder (the account that is on record in the Register), by the Transfer Secretaries on behalf of Infrasors on the Implementation Date if the Documents of Title to all of those Certificated Shareholders Certificated Shares have been surrendered before 12:00 on the Scheme Record Date or, if the Certificated Shareholders Documents of Title are surrendered after 12:00 on the Scheme Record Date, within five Business Days after receipt thereof by the Transfer Secretaries; where, on or subsequent to the Implementation Date, a person who was not a registered holder of Certificated Shares on the Scheme Record Date, tenders to the Transfer Secretaries Documents of Title together with a duly stamped Form of Surrender and Transfer Scheme purporting to have been executed on or before the Scheme Record Date by or on behalf of the then registered holder of such Certificated Shares, and provided that the Offer Consideration shall not already have been posted or delivered to the registered holder, then such transfer shall be accepted by Infrasors as if it were a valid transfer to such person of the Certificated Shares concerned. The Offer Consideration will be paid by way of EFT or posted to such person in accordance with the provisions of this paragraph within five Business Days of such tender, subject to satisfactory proof to the Transfer Secretaries as to the payment of any duty or tax payable, and provided that Infrasors is, if so required by it, given an indemnity on terms acceptable to it in respect of such consideration; and if the Offer Consideration is not sent to Certificated Shareholders entitled thereto because the relevant Documents of Title have not been surrendered or if the Offer Consideration is returned undelivered to the Transfer Secretaries, the Offer Consideration will be held in trust by Infrasors or the Transfer Secretaries on behalf of Infrasors until claimed for a maximum period of five years, after which period such funds shall be made over to the Guardians Fund of the High Court. For the avoidance of doubt, no interest will accrue on any such funds held by Infrasors The following provision relates to Scheme Participants who hold Dematerialised Shares: In respect of Dematerialised Shareholders, Infrasors will deposit the Offer Consideration into the account of the relevant CSDP via Strate and thereafter the accounts of Dematerialised Shareholders at their CSDPs or brokers will be credited and updated with the Offer Consideration due to them in accordance with the custody agreements between the Dematerialised Shareholders and their CSDPs or brokers Settlement of the Offer Consideration will be implemented in full in accordance with its terms without regard to any lien, right of set-off, counterclaim or other analogous right to which Infrasors may otherwise be, or claim to be, entitled against such Dematerialised Shareholders. 12. OTHER MATTERS 12.1 Infrasors may, but only after the receipt of Afrimat s written consent: Before or at the General Meeting, agree to any amendment, variation or modification of the Scheme. The Remaining Shareholders will be notified of any such variation or modification; or after the General Meeting, agree to any amendment, variation or modification Infrasors may deem fit to approve or impose, provided that no amendment, variation or modification made after the General Meeting may have the effect of diminishing the rights which will accrue to a Remaining Shareholder in terms of the Scheme. 22

25 12.2 A certificate signed by two directors of the Independent Board stating that all Conditions Precedent have been fulfilled and/or waived (as the case may be) and that the Scheme is capable of implementation shall be binding on Infrasors and the Remaining Shareholders Upon the Scheme being implemented, the Documents of Title held by any Scheme Participants will cease to be of any value, other than for the purposes of surrender in terms of the Scheme, and no certificates or deeds or documents will be issued by Infrasors in place thereof Infrasors will be entitled, and will have the authority on behalf of itself and each Remaining Shareholder, to authorise any person nominated by Infrasors to sign all documents, and do any other thing required to be done in order to implement the terms of the Scheme and the delisting into effect, including but not limited to, all transfer forms, instructions to CSDPs, forms of transfer, changes in address and cessions of rights to dividends, distributions and other entitlements to Infrasors All times and dates referred to herein are subject to change, as contemplated in this Circular. Any such change shall be released on SENS and published in the South African press The tax implications of the Scheme on the Remaining Shareholders will depend on the individual circumstances of each Remaining Shareholder. The Remaining Shareholders should seek advice from appropriate professional advisors if they are in any doubt whatsoever about their tax position. No dividend tax is applicable to the Offer Consideration The Scheme shall be governed by the laws of South Africa only. Each Remaining Shareholder shall be deemed to have irrevocably submitted to the non-exclusive jurisdiction of the Courts of South Africa in relation to all matters arising out of or in connection with the Scheme. 23

26 DETAILS IN RESPECT OF THE GENERAL OFFER It is an express term of the Scheme that if all Conditions Precedent are fulfilled, save for the passing of the Scheme Resolution, then immediately after the failure of the Scheme: The General Offer will be deemed to have been made in terms of section 117(c)(v) of the Companies Act by Afrimat to the Remaining Shareholders to acquire the Remaining Shares at the Offer Consideration; The Delisting of Infrasors Shares from the JSE in terms of sections 1.13 to 1.15 of the Listing Requirements will become operative if the Delisting Resolution has been passed by the requisite majority of the remaining Shareholders at the General Meeting; and If the General Offer is implemented, and Afrimat acquires at least 90% of the Remaining Shares, then Afrimat may acquire 100% of the Infrasors Shares following the successful implementation of the minority squeeze out provisions of section 124 of the Companies Act. Remaining Shareholders are advised that should they not accept the General Offer they will remain shareholders in the unlisted entity should the requisite Remaining Shareholders vote in favour of the Delisting Resolution at the General Meeting prior to the General Offer Opening Date. 13. GENERAL OFFER ACCEPTANCE PERIOD 13.1 The General Offer is irrevocable and will open for acceptance from 09:00 on the General Offer Opening Date, and will, in accordance with Regulations 102(4) and 105(5) of the Regulations close at 12:00 on the General Offer Closing Date. Accordingly, the General Offer will be open for acceptance by those Remaining Shareholders that are recorded in the Register at any time during the Offer Period Afrimat may, in its absolute and sole discretion, but subject to the provisions and requirements of the Companies Act and the Regulations, extend the General Offer Closing Date. If Afrimat so elects, the amended General Offer Closing Date will be released on SENS and published in the South African press. 14. PROCEDURE FOR ACCEPTANCE OF THE GENERAL OFFER 14.1 Certificated Shareholders Certificated Shareholders who wish to accept the General Offer must complete the General Offer Form (white) and send it, together with their Documents of Title in respect of their Remaining Shares, to the Transfer Secretaries. The General Offer Form and the Documents of Title must be received by not later than 12:00 on the General Offer Closing Date in order for Certificated Shareholders to be eligible to receive the Offer Consideration. The General Offer Form may be delivered by hand or sent by mail to the Transfer Secretaries at the following addresses: If delivered by hand Link Market Services South Africa Proprietary Limited 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 If sent by mail Link Market Services South Africa Proprietary Limited PO Box 4844 Johannesburg, If the General Offer Form and Documents of Title are not received by 12:00 on the General Offer Closing Date, the General Offer will be deemed to have been declined. Late acceptances may be accepted or rejected at Afrimat s discretion. Acceptances of the General 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 General Offer are received timeously. It is therefore recommended that such acceptances be sent by registered post mail or delivered by hand to the Transfer Secretaries. 24

27 No receipts will be issued for Documents of Title surrendered, unless specifically requested by the Certificated Shareholders concerned. Persons requiring receipts must prepare a receipt and forward it together with their Documents of Title surrendered If the General Offer lapses because of the non-fulfilment of one or more of the Conditions Precedent, then Documents of Title will be returned to their respective Certificated Shareholders by registered post within five Business Days of the General Offer so lapsing If Documents of Title relating to any Remaining Shares have been destroyed or lost, Certificated Shareholders should nevertheless return the General Offer Form duly signed and completed, together with evidence satisfactory to Afrimat that the Documents of Title to the relevant Remaining Shares have been destroyed or lost and an indemnity acceptable to Afrimat 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 Afrimat Afrimat reserves the right, in its absolute and sole discretion: to treat as invalid any General Offer Form not accompanied by the relevant Documents of Title (or, if applicable, evidence reasonably satisfactory to Afrimat that the Documents of Title to the relevant Offer Shares have been destroyed or lost and an indemnity reasonably acceptable to Afrimat, as detailed above); to treat as invalid any General Offer Form that have not been completed in accordance with the instructions set out therein; to require proof of the authority of the person signing the General Offer Form, where such proof has not been lodged with, or recorded by, the Transfer Secretaries; or to condone the non-compliance by any Certificated Shareholder with any of the terms of the General Offer If a General Offer Form is treated as invalid due to non-compliance with the instructions contained therein, then the Certificated Shareholder that submitted that General Offer Form will be deemed to have declined the General Offer, unless that Certificated Shareholder re-submits to the Transfer Secretaries, before 12:00 on the General Offer Closing Date, a properly completed General Offer Form Dematerialised Shareholders Dematerialised Shareholders will be contacted by their duly appointed CSDPs or brokers in the manner stipulated in the custody agreements entered into between those Dematerialised Shareholders and their CSDPs or brokers, as the case may be, in order to ascertain whether or not the Dematerialised Shareholders wish to accept the General Offer. If a Dematerialised Shareholder wishes to accept the General Offer, it must notify its CSDP or broker of its acceptance of the General Offer in the time and manner stipulated in the custody agreement entered into between it and its CSDP or broker, as the case may be If a Dematerialised Shareholder wishes to accept the General Offer, but has not been contacted by its CSDP or broker, it would be advisable for that Dematerialised Shareholder to contact and furnish its CSDP or broker with instructions in relation to the acceptance of the General Offer. These instructions must be provided in the manner and by the cut-off date and time advised by the CSDP or broker in terms of the custody agreement as this must be communicated by Strate to the Transfer Secretaries by no later than 12:00 on the General Offer Closing Date These Dematerialised Shareholders must NOT complete the attached General Offer Form Inability to trade in Shares The Remaining Shareholders who have accepted the General Offer will not be able to trade their Remaining Shares from the date on which they accept the General Offer. 25

28 15. SETTLEMENT OF THE OFFER CONSIDERATION 15.1 Certificated Shareholders The Offer Consideration due to Certificated Shareholders will either be posted by registered post to the Certificated Shareholder concerned at his risk, or, if the Certificated Shareholder has elected to receive the Offer Consideration by way of an EFT by completing the relevant section of the General Offer Form, by way of EFT, within six Business Days of the General Offer Closing Date If any Offer Consideration that is posted is returned undelivered for any reason whatsoever, Afrimat will hold that Offer Consideration in trust until it is claimed by any person legally entitled to it. No interest will accrue or be paid on any Offer Consideration so held in trust Dematerialised Shareholders The Offer Consideration due to Dematerialised Shareholders will be credited to their accounts with their CSDPs or brokers within six Business Days of the General Offer Closing Date Tax implications for Remaining Shareholders The tax implications of the General Offer for the Remaining Shareholders will depend on the individual circumstances of each Remaining Shareholder. Shareholders should seek advice from appropriate professional advisors if they are in any doubt whatsoever about their tax position. No dividend tax is applicable to the Offer Consideration. 26

29 EXCHANGE CONTROL REGULATIONS 16. EXCHANGE CONTROL REGULATIONS 16.1 The settlement of the Offer Consideration for both Certificated Shareholders and Dematerialised Shareholders will be made subject to the Exchange Control Regulations The following is a summary of the Exchange Control Regulations. The Remaining Shareholders that are to receive the Offer Consideration, as the case may be, who are not resident in South Africa, or who have registered addresses outside, must satisfy themselves as to the full observance of the laws of the relevant jurisdiction concerning the receipt of the Offer Consideration, including obtaining any required governmental or other consents, observing any other required formalities and paying any issue, transfer or other taxes due in that jurisdiction. If any Remaining Shareholder is in any doubt, he/she should consult his/her professional advisors without delay Residents of the Common Monetary Area In the case of: Certificated Shareholders whose registered address in the Register are within the Common Monetary Area and whose Documents of Title are not restrictively endorsed in terms of the Exchange Control Regulations, Offer Consideration will be posted to such Certificated Shareholders, in accordance with paragraphs 11 and 15; or Dematerialised Shareholders whose registered addresses in the Register are within the Common Monetary Area and whose accounts with their CSDP or Broker have not been restrictively designated in terms of the Exchange Control Regulations, the Offer Consideration will be credited directly to the accounts nominated for the relevant Dematerialised Shareholders by their duly appointed CSDP or broker in terms of the provisions of the custody agreement with their CSDP or broker Emigrants from the Common Monetary Area In the case of Shareholders who are emigrants from the Common Monetary Area and whose Shares form part of their blocked assets, the Offer Consideration will: in the case of Certificated Shareholders whose Documents of Title are restrictively endorsed in terms of the Exchange Control Regulations, be forwarded to the Authorised Dealer in foreign exchange in South Africa controlling such Certificated Shareholders blocked assets in terms of the Exchange Control Regulations against delivery of the relevant Documents of Title. The attached Form of Surrender and Transfer Scheme (pink) makes provision for details of the Authorised Dealer concerned to be given; or in the case of Dematerialised Shareholders whose registered addresses in the Register are within the Common Monetary Area and have not been restrictively designated in terms of the Exchange Control Regulations, be paid to their CSDP or broker, which shall arrange for same to be credited directly to the blocked Rand bank account of the Shareholder concerned with their Authorised Dealer in foreign exchange in South Africa All other non-residents of the Common Monetary Area The Offer Consideration accruing to non-resident Remaining Shareholders whose registered addresses are outside the Common Monetary Area and who are not emigrants from the Common Monetary Area will: in the case of Certificated Shareholders whose Documents of Title have been restrictively endorsed in terms of the Exchange Control Regulations, be deposited with their Authorised Dealer in foreign exchange in South Africa nominated by such Certificated Shareholder; or in the case of Dematerialised Shareholders, be paid to their duly appointed CSDP or broker and credited to such Remaining Shareholders in terms of the provisions of the custody agreement with their CSDP or broker. 27

30 16.6 Information not provided If the information regarding Authorised Dealers is not given or the instructions are not given the Offer Consideration will be held in trust by Infrasors or the Transfer Secretaries on behalf of Infrasors for the Remaining Shareholders concerned, pending receipt of the necessary information or instructions. 28

31 GENERAL 17. INFRASORS SHARE CAPITAL The authorised and stated capital of Infrasors at the Last Practicable Date is set out below: Authorised and issued share capital Authorised share capital ordinary shares of no par value Issued share capital ordinary shares of no par value 1. All issued Infrasors Shares are listed on the main board of the JSE. 2. There is no share premium. 3. There are ordinary shares held as treasury shares. 18. MAJOR INFRASORS SHAREHOLDERS As at the Last Practicable Date the following Infrasors Shareholders beneficially hold 5% or more of the Infrasors issued share capital: Shareholder Number of Infrasors Shares directly held % of issued Infrasors share capital Afrimat Limited Total During the six months prior to the date of issue of this Circular, Afrimat acquired a total of Infrasors Shares at a price per share not greater than the Offer Consideration. Details of these purchases are included in Annexure HISTORICAL FINANCIAL INFORMATION RELATING TO INFRASORS 19.1 Historical audited financial information relating to Infrasors for the three years ended 28 February 2014, 2013 and 2012 and the reviewed interim results for the six months ended 31 August 2014 and the reviewed provisional results for the 12 months ended 28 February 2015 are contained in Annexure 2 to this Circular There are no known material changes to the expected financial or trading position of Infrasors subsequent to its latest published financial results for year ended 28 February There has been no material variations in the accounting policies of Infrasors subsequent to its latest published financial results for the year ended 28 February The price and trading history of Infrasors Shares on the JSE is set out in Annexure 3 to this Circular. 20. INFORMATION ON DIRECTORS OF INFRASORS The names, occupations and relevant business experience of the directors and executive management of Infrasors and Infrasors major subsidiaries are set out in Annexure 5 to this Circular 21. DIRECTORS OF INFRASORS INTERESTS IN AFRIMAT 21.1 As at the Last Practicable Date, Infrasors held no direct or indirect beneficial interest in Afrimat As at the Last Practicable Date, directors of Infrasors and its subsidiaries held the following interest in Afrimat: 29

32 Director Direct beneficial Indirect beneficial Total % of issued share capital in Afrimat LR Loubser AJ van Heerden HP Verreynne JM Kalo Total In period commencing six months prior to the Last Practicable Date the following dealings took place by directors of Infrasors and its subsidiaries in Afrimat securities. Director Date Volume Nature of Transaction Price (cents) LR Loubser 30 January Sell LR Loubser 27 February Sell AJ van Heerden 29 May Buy AJ van Heerden 29 May Sell HP Verreynne 15 June Buy HP Verreynne 15 June Sell The dealings by AJ Van Heereden and HP Verreynne were in respect of vested rights in terms of the Afrimat Share Appreciation Rights Scheme. 22. DIRECTORS OF INFRASORS INTERESTS IN INFRASORS There is no direct or indirect beneficial interest held by any director, including a director who has resigned during the last 18 months, in the ordinary share capital of Infrasors. 23. OTHER ARRANGEMENTS No arrangements, agreements or understandings which have any connection with or dependence on the Combined Scheme and Offer Proposal exist between Infrasors, the Shareholders, Afrimat or any person acting in concert with it, or any director of Infrasors or any person who was a director of Infrasors within the period commencing 12 months prior to the date on which the details of the Combined Scheme and Offer Proposal was published in the press, or any person who is or was an Infrasors Shareholder within the abovementioned period. 24. SUSPENSION AND TERMINATION OF LISTING Subject to the Scheme becoming unconditional and the Scheme being implemented, or in the event the General Offer being implemented and the Delisting Resolution being passed, the JSE has granted approvals for the termination of the listing of Infrasors Shares. The dates of the commencement of the termination of the listing will be confirmed in due course. 25. MANAGEMENT It is not anticipated that the emoluments of the current Infrasors Directors who will remain on the Board will be materially affected by the Scheme. 26. AGREEMENTS IN RELATION TO THE COMBINED SCHEME AND OFFER PROPOSAL No agreement exists between Infrasors and any Infrasors Shareholders which could be considered material to a decision regarding the Combined Scheme and Offer Proposal to be taken by Infrasors Shareholders. As at the Last Practicable Date, no other agreements have been entered into between Infrasors and any of the directors of Infrasors or Infrasors Shareholders in relation to the Combined Scheme and Offer Proposal. 30

33 27. OPINIONS AND RECOMMENDATIONS 27.1 The Independent Board appointed BDO as the Independent Expert (which meets the requirements set out in section 114(2) of the Companies Act to advise it on the proposed Combined Scheme and Offer Proposal and to compile a report in terms of section 114 of the Companies Act and the Takeover Regulations and paragraph 1.14(d) of the JSE Listings Requirements to the Independent Board concerning the Scheme) The Independent Expert has advised the Independent Board that it has considered the terms and conditions of the Combined Scheme and Offer Proposal and is of the opinion that these terms and conditions are fair and reasonable to Infrasors Shareholders. The text of the letter from the Independent Expert is included in Annexure 1 to this Circular and the report has not been withdrawn prior to the publication of this Circular The Independent Board, after due consideration of the report and fair and reasonable opinion presented by the Independent Expert, concurs with the findings of the Independent Expert regarding the Combined Scheme and Offer Proposal and recommends the Remaining Shareholders vote in favour of the resolutions to be proposes at the General Meeting In so far as any information in this Circular relates to the Scheme, the Circular is the responsibility of the Independent Board of Infrasors, as is required under Regulation 106(3)(a) of the Companies Act. 28. MATERIAL CHANGES AND LITIGATION 28.1 There are no legal or arbitration proceedings against Infrasors (including any such proceedings that are pending or threatened), of which the directors are aware which may have or have had during the 12 months preceding the date of this Circular, a material effect on the Infrasors financial position There are no material changes to the expected financial or trading position of Infrasors since the publication of the Infrasors reviewed provisional financial results for the 12 months ended 28 February IRREVOCABLE UNDERTAKINGS No irrevocable undertakings have been provided by Infrasors Shareholders to vote in favour of the Scheme. 30. RESPONSIBILITY STATEMENT The Board and the Independent Board, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no 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. In so far as any information in this Circular relates to the Combined Scheme and Offer Proposal, the Circular is the responsibility of the Independent Board of Infrasors, as is required under Regulation 106(3)(a) of the Companies Act. In compliance with Regulation 106(4)(i), Afrimat accepts responsibility for the information contained in the Circular to the extent that it relates to Afrimat and to the best of their knowledge and belief, the information contained in this Circular is true and nothing has been omitted which is likely to affect the information herein. Andries J van Heerden and Hendrik P Verreynne has performed their duties as a directors of both Afrimat and Infrasors with respect to this Responsibility Statement of this Circular, but it should be noted that they recused themselves from discussions and negotiations with regards to the Combined Scheme and Offer Proposal on behalf of Infrasors. 31. COSTS AND EXPENSES The following expenses and provisions are expected or have been provided for by Afrimat in connection with the Combined Scheme and Offer Proposal. All fees stated below are exclusive of value-added taxation. 31

34 Rand Fee payable to Bridge Capital in respect of this Circular Fee payable to Bridge Capital as transaction advisor Fee payable to Independent Expert JSE documentation fee Takeover Regulation Panel fee payable Printing and other Total All amounts are stated exclusive of Value Added Tax. 32. CONSENTS Bridge Capital, Link Market Services, and BDO have consented in writing to the inclusion of their names and reports, as applicable in this Circular, in the form and context in which they appear and have not withdrawn their consents prior to the publication of this Circular. 33. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection during normal business hours at the registered office of Infrasors, from the date of posting of the Circular until the end of the date of the General Meeting: The audited financial statements of Infrasors for the years ended 28 February 2012, 2013, 2014 and reviewed provisional financial statements for the year ended 28 February 2015; The reviewed interim results of Infrasors for the six months ended 31 August 2014; The Memorandum of Incorporation of Infrasors and each of its Subsidiaries; A signed copy of this Circular; The independent opinion letter from the Independent Expert; The written consents referred to in paragraph 32; Infrasors directors service contracts and addendum thereto; and The TRP approval letter. For and on behalf of Infrasors Who is duly authorised hereto in terms of a resolution passed by the Board of directors of Infrasors Holdings Limited Signed on behalf of the Independent Board of Infrasors Name: Mochele Noge Date: 24 July 2015 Signed on behalf of the Infrasors Board Name: Mochele Noge Date: 24 July 2015 Signed on behalf of the Afrimat Board Name: Marthinus von Wielligh Date: 24 July

35 Annexure 1 REPORT OF THE INDEPENDENT EXPERT The Independent Board and Board Infrasors Holdings Limited Lyttelton Dolomite Mine Botha Avenue Lyttelton July 2015 Dear Sirs Report of the Independent Professional Expert to Infrasors Holdings Limited regarding the cash offer by Afrimat Limited to acquire the entire remaining issued ordinary share capital of Infrasors Holdings Limited not already owned by way of a Scheme of Arrangement or General Offer (if applicable) INTRODUCTION In a joint announcement by Infrasors Holdings Limited ( Infrasors or Company ) and Afrimat Limited ( Afrimat or Offeror ), released on the Stock Exchange News Service ( SENS ) of the JSE Limited ( JSE ) on 11 June 2015, shareholders of Infrasors ( Infrasors Shareholders ) were informed that the Company received a firm intention from Afrimat to make an offer ( Offer ) to acquire the entire remaining issued ordinary share capital of Infrasors, other than any ordinary shares held by subsidiaries of Infrasors, that it does not already own ( Remaining Shares ) from holders of Remaining Shares ( Remaining Shareholders ). The Offer will be implemented by way of a scheme of arrangement ( Scheme ), in terms of section 114 of the Companies Act, Act 71 of 2008, as amended, ( Companies Act ) read together with section 115 of the Companies Act, to be proposed by the board of directors of Infrasors ( Board ) between Infrasors and Remaining Shareholders ( Scheme Participants ) or, if specified conditions of the Scheme should not be fulfilled, by way of a general offer ( General Offer ) to acquire the Remaining Shares in terms of section 117(1)(c)(v) of the Companies Act. The Scheme, if implemented, will result in the acquisition by Afrimat of the Remaining Shares from Scheme Participants for a cash consideration of R1.35 per Remaining Share ( Offer Consideration ) and will result in Infrasors ordinary no par value shares ( Infrasors Shares ) being delisted from the exchange operated by the JSE Limited ( JSE ) ( Exchange ). Following the General Offer to acquire all the Remaining Shares at the Offer Consideration, if made, Infrasors Shares will be delisted from the Exchange in terms of sections 1.13 to 1.15 of the JSE Listings Requirements. The Scheme and the General Offer (if applicable) are together the Proposed Transaction. As at 11 June 2015, Afrimat held ordinary shares in Infrasors representing 91.28% in the total issued ordinary share capital of Infrasors. As at the last practical date prior to finalisation of the circular to Infrasors shareholders to be dated on or about 24 July 2015 ( Circular ), being Monday, 20 July 2015 ( Last Practicable Date ) the authorised and issued share capital of the Company comprises: authorised ordinary share capital comprising Infrasors Shares; and issued ordinary share capital comprising Infrasors Shares Infrasors Shares are held as treasury shares held by subsidiary company Infrasors Management Services Proprietary Limited. The directors hold no direct or indirect interests in Infrasors Shares. Full details of the Proposed Transaction are contained in the Circular which will include a copy of this letter. Extracts of sections 115 and 164 of the Companies Act are set out in Annexure 6 and Annexure 7 respectively of the Circular and are incorporated herein by reference for purposes of section 114(3)(g) of the Companies Act. 33

36 FAIR AND REASONABLE OPINION REQUIRED IN RESPECT OF THE PROPOSED TRANSACTION The Scheme is an affected transaction as defined in section 117(1)(c)(iii) of the Companies Act. In terms of section 114(2) of the Companies Act, as read with Regulation 90 and 110 of the Companies Regulations, 2011 (the Companies Regulations ), the independent board of directors of Infrasors ( Independent Board ) is required to obtain an independent external expert to provide an independent expert report (in the form of a fair and reasonable opinion) in terms of section 114(3) of the Companies Act and Regulation 90 and 110 of the Companies Regulations ( Fair and Reasonable Opinion ). BDO Corporate Finance Proprietary Limited ( BDO ) has been appointed as the independent expert by the Independent Board to assess the Offer as required in terms of section 114 of the Companies Act and Regulations 90 and 110 of the Companies Regulations, in respect of the Scheme, and this report is provided for the sole purpose of assisting the Independent Board in forming and expressing an opinion on the Offer for the benefit of Infrasors Shareholders. Fairness OPINIONS REQUIRED IN TERMS OF THE JSE listings requirements In terms of section 1.14(d) of the JSE Listings Requirements, the Board is required to provide the JSE with written confirmation from an independent professional expert confirming whether the terms and conditions of the Offer are fair insofar as Remaining Shareholders are concerned (the Fairness Opinion ). RESPONSIBILITY Compliance with the JSE Listings Requirements, the Companies Act and Companies Regulations is the responsibility of the directors. Our responsibility is to provide advice to the directors and shareholders of Infrasors on whether the terms and conditions of the Offer are fair and reasonable to Remaining Shareholders, in respect of the Scheme and whether the terms and conditions of the Offer are fair to Remaining Shareholders, in respect of the General Offer. DEFINITION OF THE TERMS FAIR AND REASONABLE IN THE CONTEXT OF THE PROPOSED TRANSACTION The assessment of the fairness of a transaction is primarily based on quantitative considerations. A transaction will generally be considered fair to a company s shareholders if the benefits received by shareholders, as a result of corporate action, are equal to or greater than the value given up. The Offer, in respect of the Scheme, may be said to be fair to Remaining Shareholders if the Offer Consideration is equal to or greater than the fair value of an Infrasors Share. The Offer, in respect of the General Offer, may be said to be fair to Remaining Shareholders if the Offer Consideration is equal to or greater than the fair value of an Infrasors Share, or unfair if the Offer Consideration is less than the fair value of an Infrasors Share. The assessment of reasonableness of the Offer is based on Offer Consideration in relation to the prevailing trading price of an Infrasors Share as at the time of the Offer as well as qualitative factors. DETAILS AND SOURCES OF INFORMATION In arriving at our opinion we have relied upon the following principal sources of information: Our understanding of the structure of the Proposed Transaction; The terms and conditions of the Proposed Transaction; Audited financial information of Infrasors being the 2013 and 2014 audited financial statements, reviewed condensed consolidated provisional financial results for the year ended 28 February 2015, unaudited management accounts for the two months ended 30 April 2015, budget for the year ending 28 February 2016 and forecasts for the years ending 28 February 2017 to 2020; Discussions with Infrasors directors and management regarding the rationale for the Proposed Transaction; Discussions with Infrasors directors and management regarding the historical and forecast financial information; Discussions with Infrasors directors and management on prevailing market, economic, legal and other conditions which may affect underlying value; Share price information of Infrasors; and 34

37 Publicly available information relating to the industry in which Infrasors operates that we deemed to be relevant, including company announcements and media articles. The information above was secured from: directors and management of Infrasors and their advisors; and third party sources, including information related to publicly available economic, market and other data which we considered applicable to, or potentially influencing Infrasors. PROCEDURES In arriving at our opinion we have undertaken the following procedures and taken into account the following factors in evaluating the fairness and reasonableness of the Proposed Transaction: Reviewed the terms and conditions of the Proposed Transaction; Reviewed the audited and unaudited financial information related to Infrasors, as detailed above; Reviewed and obtained an understanding from management as to the forecast financial information of Infrasors and assessed the achievability thereof by considering historic information as well as macroeconomic and sector-specific data; Held discussions with directors of Infrasors and considered such other matters as we consider necessary, including assessing the prevailing economic and market conditions and trends; Compiled forecast cash flows in respect of Infrasors by using the forecast financial information as detailed above. Applied BDO s assumptions of cost of capital to the forecast cash flows to produce a discounted cash flow ( DCF ) valuation of Infrasors; Compiled a capitalisation of maintainable earnings valuation of Infrasors by using adjusted historical and forecast financial information and applied BDO s calculated earnings multiples based on market comparables, adjusted for factors specific to Infrasors relevant to listed peers to revenue, earnings before interest and tax ( EBIT ), earnings before interest, taxation, depreciation and amortisation ( EBITDA ) and profit after tax ( PAT ); Analysed the historical cost spent by Infrasors on its assets; Assessed the long-term potential of Infrasors; Performed a sensitivity analysis on key assumptions included in the DCF valuation, specifically related to cost of capital and growth in the business; Evaluated the relative risks associated with Infrasors and the industry in which it operates; Reviewed certain publicly available information relating to Infrasors and the minerals and mining sector that we deemed to be relevant, including Company announcements and media articles; Where relevant, representations made by management and/or directors were corroborated to source documents or independent analytical procedures were performed by us, to examine and understand the industry in which Infrasors operates, and to analyse external factors that could influence the business of Infrasors; and Held discussions with the directors and management of Infrasors as to their strategy and the rationale for the Proposed Transaction and considered such other matters as we considered necessary, including assessing the prevailing economic and market conditions and trends. ASSUMPTIONS We arrived at our opinion based on the following assumptions: That all agreements that are to be entered into in terms of the Proposed Transaction will be legally enforceable; That the Proposed Transaction will have the legal, accounting and taxation consequences described in the Circular and in discussions with, and materials furnished to us by representatives and advisors of Infrasors; and That reliance can be placed on the financial information of Infrasors. 35

38 APPROPRIATENESS AND REASONABLENESS OF UNDERLYING INFORMATION AND ASSUMPTIONS We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by: Placing reliance on the audit reports in the financial statements of Infrasors; Conducting analytical reviews on the historical financial results and forecast financial information, such as key ratio and trend analyses; and Determining the extent to which representations from management were confirmed by documentary evidence as well as our understanding of Infrasors and the economic environment in which Infrasors operates. LIMITING CONDITIONS This opinion is provided to in connection with and for the purposes of the Proposed Transaction. The opinion does not purport to cater for each individual shareholder s perspective, but rather for the rights and interests of the general body of Infrasors shareholders. Individual shareholders decisions regarding the Proposed Transaction may be influenced by such shareholders particular circumstances and accordingly individual shareholders should consult an independent advisor if in any doubt as to the merits or otherwise of the Proposed Transaction. We have relied upon and assumed the accuracy of the information provided to us in deriving our opinion. Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our opinion, whether in writing or obtained in discussion with management, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the annual financial statements, and other information provided to us, our engagement does not constitute an audit conducted in accordance with generally accepted auditing standards. Where relevant, forward-looking information of Infrasors relates to future events and is based on assumptions that may or may not remain valid for the whole of the forecast period. Consequently, such information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely the actual future results of Infrasors will correspond to those projected. We have, however, compared the forecast financial information to past trends as well as discussed the assumptions inherent therein with management. We have also assumed that the Proposed Transaction will have the legal consequences described in the Circular and in discussions with, and materials furnished to us by representatives and advisors of Infrasors and we express no opinion on such consequences. Our opinion is based on current economic, regulatory and market conditions. Subsequent developments may affect the opinion, and we are under no obligation to update, review or re-affirm our opinion based on such developments. INDEPENDENCE, COMPETENCE AND FEES We confirm that we have no direct or indirect interest in the ordinary shares or the Proposed Transaction or any relationship as contemplated in section 114(2)(b) of the Companies Act, and specifically declare, as required by Regulation 90(6)(i) and Regulation 90(3)(a) of the Companies Regulations, that we are independent in relation to the Proposed Transaction and will reasonably be perceived to be independent taking into account other existing relationships and appointments. We also confirm that we have the necessary competence to provide the Fair and Reasonable Opinion on the Proposed Transaction and meet the criteria set out in section 114(2)(a) of the Companies Act. Furthermore, we confirm that our professional fees of R (excluding VAT), payable in cash, are not contingent upon the success of the Proposed Transaction. VALUATION APPROACH The valuation of Infrasors and an Infrasors Share was performed by applying the DCF methodology. In addition, we considered the market approach (based on financial data for comparable publicly traded companies) as a secondary methodology to support the results of the DCF valuation. The valuation of Infrasors was performed on a consolidated basis, using consolidated cash flow forecasts. The valuation was performed taking cognisance of risk and other market and industry factors affecting Infrasors. 36

39 Key internal value drivers to the DCF valuation of Infrasors included the discount rate, revenue growth, operating profit margins, investment in working capital and capital expenditure requirements. External value drivers include key macro-economic parameters such as, GDP growth, interest rates, exchange rates, headline inflation rates, and prevailing market and industry conditions in mining industry were considered in assessing the forecast cash flows and risk profile of the Infrasors. The base case assumptions used for the DCF valuation are as follows: compound annual growth rate ( CAGR ) in revenue over forecast period of 8.58% from 2015 to 2021; and operating profit margin over the forecast period of 8.92%. A base case weighted average cost of capital ( WACC ) of 16.0% was utilised in the valuation of Infrasors. Sustainable net working capital of 10.0% and capital expenditure of 2.8% of revenue was assumed. In addition sensitivity analyses were performed in respect of revenue growth and the weighted average cost of capital by increasing and decreasing the revenue growth rates by a maximum of 2.0% and the WACC range by a maximum of 1.0%. The revenue growth rate and WACC sensitivity analysis did not indicate a sufficient effect on the valuation of Infrasors to alter our opinion in respect of the fairness of the Proposed Transaction. Key internal value drivers to the capitalisation of maintainable earnings valuation included an assessment of non-recurring transactions included in historical results, operating margins and expected future growth in the business. Prevailing market and industry conditions were also considered as key external value drivers in assessing the risk profile of the business units, as well as an assessment of market-related earnings multiples applicable to comparable companies in the mining industry. VALUATION RESULTS In undertaking the valuation exercise above, we determined a valuation range of R0.99 to R1.14 per Infrasors Share with a most likely value of R1.05 per Infrasors Share. REASONABLENESS OF THE CONSIDERATION The Offer Consideration represents a 8.00% premium to the closing price of an Infrasors Share on the Exchange of R1.25 on 10 June 2015 and a 19.47% premium to the 30-day volume weighted average traded price ( VWAP ) per Infrasors Share calculate of R1.14 as at the close of trade on the JSE as at 9 June 2015, prior to the date of the announcement of the Offer by Infrasors on 11 June OPINION The Scheme, if implemented, will result in the expropriation of Remaining Shares from Scheme Participants. The Offer Consideration represents a premium of 8.00% and 19.47% to the closing price of an Infrasors Share on the Exchange on 10 June 2015 and the 30-day VWAP of an Infrasors Share to 9 June 2015, respectively and a premium of 28.57% to the core fair value of R1.05 per Infrasors Share. The benefits of the Proposed Transaction on the business and prospects of Infrasors are set out in section 3 of the Circular. We are not aware of any material adverse effects of the Proposed Transaction. BDO has considered the terms and conditions of the Proposed Transaction and, based on and subject to the conditions set out herein, is of the opinion that the terms and conditions of the Offer, in respect of the Scheme and General Offer are fair to Remaining Shareholders. Based on qualitative factors, we are of the opinion that the terms and conditions of the Offer are reasonable from the perspective of the Scheme Shareholders. Our opinion is necessarily based upon the information available to us up to 20 July 2015, including in respect of the financial information as well as other conditions and circumstances existing and disclosed to us. We have assumed that all conditions precedent, including any material regulatory and other approvals or consents required in connection with the Proposed Transaction have been fulfilled or obtained. Accordingly, it should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affirm. CONSENT We consent to the inclusion of this letter and the reference to our opinion in the circular to be issued to the shareholders of Infrasors in the form and context in which it appears. Yours faithfully BDO Corporate Finance Proprietary Limited Nick Lazanakis Director 22 Wellington Road Parktown

40 Annexure 2 HISTORICAL AUDITED FINANCIAL INFORMATION OF INFRASORS FOR THE THREE YEARS ENDING 28 FEBRUARY 2012, 2013 AND 2014, INTERIM RESULTS FOR THE SIX- MONTH PERIOD ENDED 31 AUGUST 2014 AND REVIEWED PROVISIONAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2015 Summarised Statements of Financial Position R 000 Reviewed 12 months ended 28 February 2015 Reviewed six months ended 31 August 2014 Audited 12 months ended 28 February 2014 Audited 12 months ended 28 February 2013 Audited 12 months ended 28 February 2012 ASSETS Non-current assets Property, plant and equipment Investment property Intangible assets Goodwill 129 Held-to-maturity investments Other financial assets Deferred tax Total non-current assets Current assets Inventories Trade and other receivables Other financial assets 727 Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Capital and reserves Stated and share capital Share premium Treasury shares (245) (10 050) (9 962) (2 266) (2 266) Net issued stated and share capital Revaluation reserve Share-based payment reserve (Accumulated loss)/retained earnings (97 548) ( ) ( ) ( ) Non-controlling interest Total equity

41 R 000 Reviewed 12 months ended 28 February 2015 Reviewed six months ended 31 August 2014 Audited 12 months ended 28 February 2014 Audited 12 months ended 28 February 2013 Audited 12 months ended 28 February 2012 LIABILITIES Non-current liabilities Borrowings Holding company loan Provisions Deferred tax Total non-current liabilities Current liabilities Borrowings Trade and other payables Bank overdraft Current tax payable Total current liabilities Total liabilities Total equity and liabilities

42 Summarised Statements of Profit or Loss and Other Comprehensive Income R 000 Reviewed 12 months ended 28 February 2015 Reviewed six months ended 31 August 2014 Audited 12 months ended 28 February 2014 Audited 12 months ended 28 February 2013 Audited 12 months ended 28 February 2012 Revenue Cost of sales ( ) ( ) ( ) ( ) ( ) Gross profit Other net gains/(losses) Operating expenses (30 305) (14 472) (30 225) (25 389) (11 187) Depreciation and amortisation (14 077) (7 813) (34 108) (37 608) (20 975) Contribution/(loss) from operations (27 966) Impairments (1 555) (5 299) ( ) Operating profit/(loss) ( ) Investment revenue Finance costs (8 105) (4 427) (11 418) (13 470) (12 549) Profit/(loss) before tax ( ) Income tax expense (1 346) (5 208) Profit/(loss) for the year/period ( ) Other comprehensive income/ (loss) items that will not be reclassified to profit or loss: Change in deferred tax rate Loss on revaluation reserve Deferred tax on loss on revaluation reserve (340) (7 151) Total comprehensive income/ (loss) for the year/period ( ) Profit/(loss) attributable to: Owners of the parent ( ) Non-controlling interest (88) (88) 495 (550) (210) Total profit/(loss) for the year/period ( ) Total comprehensive income/ (loss) attributable to: Owners of the parent ( ) Non-controlling interest (88) (88) 495 (550) (210) Total comprehensive income/ (loss) for the year/period ( ) Earnings/(loss) and diluted earnings/(loss) per share (cents) (166.1)

43 Summarised Statements of Cash Flows R 000 Reviewed 12 months ended 28 February 2015 Reviewed six months ended 31 August 2014 Audited 12 months ended 28 February 2014 Audited 12 months ended 28 February 2013 Audited 12 months ended 28 February 2012 Cash generated from operations Interest revenue Finance costs (6 824) (4 428) (9 469) (10 598) (7 750) (Taxation paid)/taxation refund received (4 248) (2 724) (4 230) 81 (67) Net cash inflow from operating activities Cash flows from investing activities Acquisition to property, plant and equipment (22 723) (8 005) (13 290) (15 051) (33 258) Proceeds on disposal of property, plant and equipment Additions to investment property (211) (591) Additions to intangible assets (110) Purchase of environmental insurance policies (1 301) (650) (1 301) (1 036) (5 358) Proceeds on sale of financial assets Purchase of other financial assets (883) (2 561) (3 361) (2 807) (2 338) Net cash outflow from investing activities (487) (6 024) (5 557) (16 001) (38 455) Cash flows from financing activities Proceeds from borrowings Repayment of borrowings (31 846) (15 157) (32 974) (15 786) (11 702) Loan advances from holding company Acquisition of additional non-controlling interest (2 821) Purchase of treasury shares (245) (88) (810) Equity related cost on share cancellation (220) Proceeds on sale of treasury shares Net cash (outflow)/inflow from financing activities (30 722) (15 039) (13 035) (10 138) (Decrease)/increase in cash and cash equivalents and bank overdrafts (2 356) (14 751) (3 828) (5 910) 22 Cash and cash equivalents and bank overdrafts at the end of the year/period Cash and cash equivalents and bank overdrafts at the end of the year/period (7 423)

44 Summarised Statements of Changes in Equity R 000 Reviewed 12 months ended 28 February 2015 Reviewed six months ended 31 August 2014 Audited 12 months ended 28 February 2014 Audited 12 months ended 28 February 2013 Audited 12 months ended 28 February 2012 Stated and share capital Share premium Treasury shares (245) (10 050) (9 962) (2 266) (2 266) Opening balance (9 962) (9 962) (2 266) (2 266) (2 266) Consolidation of shares from Infrasors Empowerment Trust (11 676) Treasury shares buy-back (245) (88) (810) Cancellation of treasury shares Treasury shares to be issued Revaluation reserve Opening balance Change in deferred tax rate (340) Loss on revaluation of land (7 151) Deferred tax on loss on revaluation of land Share-based payment reserve Opening balance Share-based payments (Accumulated loss)/retained earnings (97 548) ( ) ( ) ( ) Original balance ( ) ( ) ( ) Restatement (9 903) (7 029) Restated opening balance ( ) ( ) Profit/(losses) for the year/period in total comprehensive income (a) ( ) Additional non-controlling interest acquired Delf Silica Coastal Proprietary Limited (1 050) Non-controlling interest Opening balance Non-controlling interest arising from business combination Additional non-controlling interest acquired Delf Silica Coastal Proprietary Limited (1 771) Profit/(losses) for the year/period in total comprehensive income/(loss) (b) (88) (88) 495 (550) (210) Total comprehensive income/ (loss) (a + b) ( ) Balance at end of the year/period

45 Annexure 3 PRICE AND TRADING HISTORY OF INFRASORS SHARES ON THE JSE Set out below is a table showing the aggregate volumes and values traded and the highest and lowest prices traded in Infrasors Shares for: Each day over the 30 days preceding the Last Practicable Date and prior to the date of issue of this Circular. Each month over the 12 months prior to the date of issue of this Circular; Each quarter over the two years prior to the said 12-month period; High (cents) Low (cents) Close (cents) Value traded (Rand) Volume Daily 17 July July July July July July July July July July July July July June June June June June June June June June June June June June June June June

46 High (cents) Low (cents) Close (cents) Value traded (Rand) Volume 05 June Monthly July June May April March February January December November October September August July Quarterly March December September June March December September June

47 Annexure 4 TRADING BY AFRIMAT IN INFRASORS SHARES IN THE LAST SIX MONTHS For the six months prior to the date of issue of the Circular, Afrimat has acquired a total of Infrasors Shares, details of this are indicated below: Date Number of shares acquired Price per share (cents) 02 January January January February February February February February

48 Annexure 5 INFORMATION ON THE DIRECTORS OF INFRASORS AND ITS MAJOR SUBSIDIARIES Information on the directors of Infrasors is set out below: Louis R Loubser Managing Director Louis holds a BCom Management Accounting degree and MBA Cum Laude from University of Stellenbosch, a University of Derby Certificate in International Quarry Operations and previously held the position as Head of Business Development and Resources at Afrimat. Louis successfully negotiated the acquisition of Infrasors into the Afrimat stable and he has demonstrated remarkable traits and qualities required to come together, progress and succeed in turning Infrasors around. Hendrik P Verreynne Interim Financial Director Hendrik, a Chartered Accountant, has extensive experience in financial and information technology management, corporate governance and BEE. Previously he was a senior executive in finance for Woolworths and Borden Foods, financial director of Sea Harvest Limited and financial director of Oceana Brands Limited. Hendrik is currently the Financial Director at Afrimat and Interim Financial Director of Infrasors. Mochele Noge Non-executive Chairman Mochele is a Chartered Accountant having completed his Accounting Traineeship Programme with the First Rand Group. His experience is primarily in finance/banking having been exposed to retail, investment and corporate banking. He sits on the board of directors of numerous companies as a non-executive director. Andries J van Heerden Non-executive Director Andries has extensive experience in operational management, strategic positioning, marketing and finance. During 2001 he joined Prima Klipbrekers group as a director and became managing director two years later. He left Prima in 2005 and formed a consortium which acquired the Lancaster Group, of which he became chief executive. He was instrumental in 2006 in the formation and listing of Afrimat from the merger of Prima and Lancaster. Andries was a finalist in the 2008 Ernst & Young World Entrepreneur awards in the category Emerging Entrepreneur. Andries is currently the Chief Executive Officer of Afrimat. Jacobus (Kobie) CP Bekker Non-executive Director Kobie, who is a Chartered Accountant, has 34 years experience in the profession of which 28 years was spent as a partner/director at PricewaterhouseCoopers. He was partner in charge of Boland (2007) and Worcester (1998); he was also the National Leader of Agri Industry Group. Kobie also lectured Accounting and Auditing at the University of Johannesburg. Percy FC Ying Non-executive Director Percy, who obtained his financial qualifications(ca(sa), CFA) at the University of the Witwatersrand, is a director at NESA Capital, and specialises in financial reporting, tax and investments. Percy is also a non executive director of Amecor Limited. 46

49 Directors of subsidiaries Afrimat Lime Company Proprietary Limited Delf Cullinan Proprietary Limited Delf Sand Proprietary Limited Delf Silica Coastal Proprietary Limited Infrasors Management Services Proprietary Limited Lyttelton Dolomite Proprietary Limited Pienaarspoort Ontwikkeling Proprietary Limited Trustees of trusts Infrasors Empowerment Trust Infrasors Environmental Rehabilitation Trust Johannes M Kalo Hendrik P Verreynne Johannes M Kalo Collin Ramukhubathi Hendrik P Verreynne Johannes M Kalo Collin Ramukhubathi Hendrik P Verreynne Johannes M Kalo Alberta Mattioda Collin Ramukhubathi Hendrik P Verreynne Johannes M Kalo Hendrik P Verreynne Johannes M Kalo Hendrik P Verreynne Johannes M Kalo Hendrik P Verreynne Johannes M Kalo Hendrik P Verreynne Johannes M Kalo Hendrik P Verreynne 47

50 Annexure 6 SECTION 115 REQUIRED APPROVAL FOR TRANSACTIONS CONTEMPLATED IN PART OF CHAPTER 5 OF THE COMPANIES ACT (1) Despite section 65, and any provision of a Company s Memorandum of Incorporation, or any resolution adopted by its Board or holders of its securities, to the contrary, a Company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a Scheme of Arrangement, unless: (a) the disposal, amalgamation or merger, or Scheme of Arrangement: (i) has been approved in terms of this section; or (ii) is pursuant to or contemplated in an approved business rescue plan for that Company, in terms of Chapter 6; and (b) to the extent that Parts B and C of this Chapter and the Takeover Regulations apply to a Company that proposes to: (i) dispose of all or the greater part of the assets or undertaking; (ii) amalgamate or merge with another Company; or (iii) implement a Scheme of Arrangement, the Panel has issued a compliance notice in respect of the transaction in terms of section 119(4)(b), or exempted the transaction in terms of section 119(6). (2) A proposed transaction contemplated in subsection (1) must be approved: (a) by a Special Resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which sufficient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter; and (b) (c) by a Special Resolution, also adopted in the manner required by paragraph (a), by the Shareholders of the Company s holding Company if any, if: (i) the holding Company is a Company or an external Company; (ii) the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and (iii) having regard to the consolidated financial statements of the holding Company, the disposal by the subsidiary substantially constitutes a disposal of all or the greater part of the assets or undertaking of the holding Company; and by the Court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6). (3) Despite a resolution having been adopted as contemplated in subsections (2)(a) and (b), a Company may not proceed to implement that resolution without the approval of a Court if: (a) the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution, and any person who voted against the resolution requires the Company to seek Court approval; or (b) the Court, on an application by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a Court for a review of the Transaction in accordance with subsection (7). (4) For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights: (a) present in satisfaction of the quorum requirement; or (b) voted in support of a resolution. 48

51 (5) If a resolution requires approval by a Court as contemplated in terms of subsection (3)(a), the Company must either: (a) apply to the Court for approval, and bear the costs of that application; or (b) treat the resolution as a nullity. (6) On an application contemplated in subsection (3)(b), the Court may grant leave only if it is satisfied that the applicant: (a) is acting in good faith; (b) appears prepared and able to sustain the proceedings; and (c) has alleged facts which, if proved, would support an order in terms of subsection (7). (7) On reviewing a resolution that is the subject of an application in terms of subsection (5)(a), or after granting leave in terms of subsection (6), the Court may set aside the resolution only if: (a) the resolution is manifestly unfair to any class of holders of the Company s securities; or (b) the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the Company, or other significant and material procedural irregularity. (8) The holder of any voting rights in a Company is entitled to seek relief in terms of section 164 if that person: (a) notified the Company in advance of the intention to oppose a Special Resolution contemplated in this section; and (b) was present at the meeting and voted against that Special Resolution. (9) If a transaction contemplated in this part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a Court for an order to effect: (a) the transfer of the whole or any part of the undertaking, assets and liabilities of a Company contemplated in that transaction; (b) (c) (d) (e) (f) the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction; the transfer of shares from one person to another; the dissolution, without winding-up, of a Company, as contemplated in the transaction; incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger. 49

52 Annexure 7 SECTION 164 DISSENTING SHAREHOLDERS APPRAISAL RIGHTS (1) This section does not apply in any circumstances relating to a transaction, agreement or Offer pursuant to a business rescue plan that was approved by Shareholders of a Company, in terms of section 152. (2) If a Company has given notice to Shareholders of a meeting to consider adopting a resolution to: (a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or (b) enter into a transaction contemplated in section 112, 113, or 114, that notice must include a statement informing Shareholders of their rights under this section. (3) At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting Shareholder may give the Company a written notice objecting to the resolution. (4) Within 10 Business Days after a Company has adopted a resolution contemplated in this section, the Company must send a notice that the resolution has been adopted to each Shareholder who: (a) gave the Company a written notice of objection in terms of subsection (3); and (b) has neither: (i) withdrawn that notice; nor (ii) voted in support of the resolution. (5) A Shareholder may demand that the Company pay the Shareholder the fair value for all of the shares of the Company held by that person if: (a) the Shareholder: (i) sent the Company a notice of objection, subject to subsection (6); and (ii) in the case of an amendment to the Company s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment; (b) (ii) the Company has adopted the resolution contemplated in subsection (2); and the Shareholder: (i) voted against that resolution; and (ii) has complied with all of the procedural requirements of this section. (6) The requirement of subsection (5)(a)(i) does not apply if the Company failed to give notice of the meeting, or failed to include in that notice a statement of the Shareholders rights under this section. (7) A Shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the Company within: (a) 20 Business Days after receiving a notice under subsection (4); or (b) if the Shareholder does not receive a notice under subsection (4), within 20 Business Days after learning that the resolution has been adopted. (8) A demand delivered in terms of subsections (5) to (7) must state: (a) the Shareholder s name and address; (b) the number and class of shares in respect of which the Shareholder seeks payment; and (c) a demand for payment of the fair value of those shares. 50

53 (9) A Shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless: (a) the Shareholder withdraws that demand before the Company makes an Offer under subsection (11), or allows an Offer made by the Company to lapse, as contemplated in subsection (12)(b); (b) (c) the Company fails to make an Offer in accordance with subsection (11) and the Shareholder withdraws the demand; or the Company revokes the adopted resolution that gave rise to the Shareholder s rights under this section. (10) If any of the events contemplated in subsection (9) occur, all of the Shareholder s rights in respect of the shares are reinstated without interruption. (11) Within five Business Days after the later of: (a) the day on which the action approved by the resolution is effective; (b) the last day for the receipt of demands in terms of subsection (7)(a); or (c) the day the Company received a demand as contemplated in subsection (7)(b), if applicable, the Company must send to each Shareholder who has sent such a demand a written Offer to pay an amount considered by the Company s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined. (12) Every Offer made under subsection (11): (a) in respect of shares of the same class or series must be on the same terms; and (b) lapses if it has not been accepted within 30 Business Days after it was made. (13) If a Shareholder accepts an Offer made under subsection (12): (a) the Shareholder must either in the case of: (i) shares evidenced by certificates, tender the relevant share certificates to the Company or the Company s transfer agent; or (b) (ii) uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the Company or the Company s transfer agent; and the Company must pay that Shareholder the agreed amount within 10 Business Days after the Shareholder accepted the Offer and: (i) tendered the share certificates; or (ii) directed the transfer to the Company of uncertificated shares. (14) A Shareholder who has made a demand in terms of subsections (5) to (8) may apply to a Court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the Company to pay the Shareholder the fair value so determined, if the Company has: (a) failed to make an Offer under subsection (11); or (b) made an Offer that the Shareholder considers to be inadequate, and that Offer has not lapsed. (15) On an application to the Court under subsection (14): (a) all dissenting Shareholders who have not accepted an Offer from the Company as at the date of the application must be joined as parties and are bound by the decision of the Court; (b) (c) the Company must notify each affected dissenting Shareholder of the date, place and consequences of the application and of their right to participate in the Court proceedings; and the Court: (i) may determine whether any other person is a dissenting Shareholder who should be joined as a party; 51

54 (ii) must determine a fair value in respect of the shares of all dissenting Shareholders, subject to subsection (16); (iii) in its discretion may: (aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or (bb) allow a reasonable rate of interest on the amount payable to each dissenting Shareholder from the date the action approved by the resolution is effective, until the date of payment; (iv) may make an appropriate order of costs, having regard to any Offer made by the Company, and the final determination of the fair value by the Court; and (v) must make an order requiring: (aa) the dissenting Shareholders to either withdraw their respective demands, in which case the Shareholder is reinstated to their full rights as a Shareholder, or to comply with subsection (13)(a); and (bb) the Company to pay the fair value in respect of their shares to each dissenting Shareholder who complies with subsection (13)(a), subject to any Conditions the Court considers necessary to ensure that the Company fulfils its obligations under this section. (16) The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the Company adopted the resolution that gave rise to a Shareholder s rights under this section. (17) If there are reasonable grounds to believe that compliance by a Company with subsection (13)(b), or with a Court order in terms of subsection (15)(c)(v)(bb), would result in the Company being unable to pays its debts as they fall due and payable for the ensuing 12 months: (a) the Company may apply to a Court for an order varying the Company s obligations in terms of the relevant subsection; and (b) the Court may make an order that: (i) is just and equitable, having regard to the financial circumstances of the Company; and (ii) ensures that the person to whom the Company owes money in terms of this section is paid at the earliest possible date compatible with the Company satisfying its other financial obligations as they fall due and payable. (18) If the resolution that gave rise to a Shareholder s rights under this section authorised the Company to amalgamate or merge with one or more other companies, such that the Company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that Company under this section are obligations of the successor to that Company resulting from the amalgamation or merger. (19) For greater certainty, the making of a demand, tendering of shares and payment by a Company to a Shareholder in terms of this section do not constitute a distribution by the Company, or an acquisition of its shares by the Company within the meaning of section 48, and therefore are not subject to: (a) the provisions of that section; or (b) the application by the Company of the solvency and liquidity test set out in section 4. (20) Except to the extent: (a) expressly provided in this section; or (b) that the Panel rules otherwise in a particular case, a payment by a Company to a Shareholder in terms of this section does not obligate any person to make a comparable Offer under section 125 to any other person. 52

55 Infrasors Holdings limited (Incorporated in the Republic of South Africa) (Registration number 2007/002405/06) Share code: IRA ISIN: ZAE ( Infrasors or the Company ) notice of GeneRal MeeTInG All the terms defined in the Circular, to which this notice of general meeting is attached, shall bear the same meaning when used in this notice of general meeting. Notice is hereby given that a general meeting of Infrasors Shareholders will be held at 11:00 on Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, 2196 ( General Meeting ). The record date on which Remaining Shareholders must be recorded as such in the Register for the purposes of being entitled to attend and vote at the General Meeting is Friday, 21 August 2015 accordingly, the last day to trade to be eligible to attend and vote at the General Meeting is Friday, 14 August In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of Shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as a Remaining Shareholder or as a proxy for a Remaining Shareholders) has been reasonably verified. Accordingly, all Shareholders will be required to provide identification reasonably satisfactory to the chairman of the General Meeting in order to participate in and vote at the General Meeting. The purpose of the meeting is to transact the business set out below, and to consider and, if deemed fit, to pass, with or without modification, the resolutions set out below. In respect of Special Resolution 1, Shareholders have rights under section 164 of the Companies Act, a copy of which is attached as Annexure 7 to the Circular. special ResolUTIon number 1 approval of THe scheme ResolVeD THaT the scheme of arrangement in terms of section 114 of the Companies Act (more fully described in the Circular to Remaining Shareholders dated Friday, 24 July 2015 proposed by the Board between Infrasors and the Remaining Shareholders, in terms of which, if such scheme of arrangement becomes operative, Afrimat Limited will acquire the entire remaining issued share capital of Infrasors, that it does not already own (save for those shares held by dissenting Shareholders that do not withdraw their respective demands made in terms of sections 164(5) to (8) of the Act or allow any Offers by Infrasors to them in terms of section 164(11) of the Act to lapse, as more fully described in paragraph 3.4 of the Circular) for the Offer Consideration of R1.35 per Infrasors Share, be and is hereby approved as a Special Resolution in terms of section 115(2)(a) of the Act; and, as a result of the Scheme being approved, the listing of all of the ordinary shares of no par value in the stated capital of Infrasors on the Main Board of the exchange operated by the JSE Limited pursuant to the licence granted to it under section 9 of the Financial Markets Bill, 2012, be terminated with effect from Tuesday, 29 September 2015 or such other date as may be approved by the JSE Limited, be and is hereby approved in accordance with section 1.16(b) of the JSE Listings Requirements. In terms of section 62(3)(c) of the Companies Act, the percentage of voting rights that will be required for this Special Resolution to be adopted is at least 75% of the voting rights exercised on the resolution. 53

56 ORDINARY RESOLUTION NUMBER 1 AUTHORITY TO APPLY FOR THE DELISTING OF THE COMPANY RESOLVED THAT, the directors be and are hereby authorised to apply for the removal of all the Infrasors Shares from the main board of the JSE, in accordance with sections 1.13 to 1.15 of the JSE Listings Requirements, which will result in the listing of all the Infrasors Shares on the Main Board of the JSE being terminated with effect from the commencement of trade on or about Tuesday, 13 October 2015, which date only applies should the Scheme Resolution fail. (Or such other date as may be approved by the JSE). Afrimat Limited as a controlling shareholder, and their associates are excluded from voting on ordinary resolution number 1. ORDINARY RESOLUTION NUMBER 2 AUTHORISATION OF DIRECTORS RESOLVED THAT any of the directors of Infrasors be and are hereby authorised to do all things and sign all documents required to give effect to and implement Special Resolution Number 1 or Ordinary Resolution Number 1 set out above. Voting requirement Ordinary Resolution Number 1 and 2 will, in terms of the Companies Act and the JSE Listings Requirements, require the support of at least 50% of the voting rights exercised thereon at the General Meeting by the Shareholders present in person or represented by proxy, to be approved. QUORUM A quorum for the purposes of considering the Ordinary and Special Resolution shall comprise; (i) sufficient persons who are present at the meeting to exercise in aggregate 25% of all voting rights that are entitled to be exercised in respect of at least one matter to be decided at the General Meeting; (ii) sufficient persons who are present at the General Meeting to exercise in aggregate at least 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 by the Shareholders. In addition, a quorum shall consist of three Shareholders of Infrasors 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 on matters to be decided by Shareholders. FORM OF PROXY A Form of proxy is attached for the convenience of any Shareholder holding Certificated Infrasors Shares who cannot attend the General Meeting and who wishes to be represented thereat. Form of proxy may also be obtained on request from the Infrasors registered office. The completed Form of proxy must be deposited at or posted to the office of the Transfer Secretaries of Infrasors, Link Market Services South Africa Proprietary Limited at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) to be received by not later than 48 hours prior to the General Meeting that is being held at 11:00 on Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, The Form of proxy may also be handed to the chairman of the General Meeting or adjourned General Meeting before the General Meeting is due to commence or recommence. Any Shareholder who completes and lodges a Form of proxy will nevertheless be entitled to attend and vote in person at the General Meeting should the Shareholder subsequently decide to do so. Attached to the Form of proxy is an extract of section 58 of the Companies Act, to which Shareholders are referred. Shareholders who have already dematerialised their Infrasors Shares through a CSDP or broker and who wish to attend the General Meeting must instruct their CSDP or broker to issue them with the necessary letter of representation to attend. Dematerialised Infrasors Shareholders, who have elected own-name registration in the sub-register through a CSDP and who are unable to attend but who wish to vote at the General Meeting must complete and return the attached relevant Form of proxy and lodge it with the Transfer Secretaries, Link Market Services South Africa Proprietary Limited at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) to be received by no later than Tuesday, 25 August Dematerialised Infrasors Shareholders, who have not elected own-name registration in the sub-register through a CSDP and who are unable to attend but who wish to vote at the General Meeting should ensure that the person or entity (such as a nominee) whose name has been entered into the sub-register maintained by a CSDP or broker completes and returns the attached relevant Form of proxy in terms of which they appoint a proxy to vote at the General Meeting. 54

57 Infrasors Shareholders, who have any doubt as to the action they should take, should consult their stockbroker, accountant, attorney, banker or other professional advisor immediately. Link Market Services South Africa Proprietary Limited Hand deliveries to: Postal deliveries to: 13th Floor, Rennie House PO Box Ameshoff Street Johannesburg, 2000 Braamfontein, 2001 Johannesburg By order of the Board Mariette Swart Company Secretary Friday, 24 July 2015 Registered office Lyttelton Dolomite Mine Botha Avenue, Lyttelton Centurion, 0157 (PO Box 14014, Lyttelton, 0140) 55

58 56 PRINTED BY INCE (PTY) LTD REF. JOB008226

59 Infrasors Holdings limited (Incorporated in the Republic of South Africa) (Registration number 2007/002405/06) Share code: IRA ISIN: ZAE ( Infrasors or the Company ) form of PRoXY (To be completed by certificated and Dematerialised Infrasors shareholders) Where appropriate and applicable the terms defined in the Circular to which this Form of proxy is attached and forms part of shall bear the same meaning in this Form of proxy. For use by the holders of Certificated Infrasors Shares and/or Dematerialised Infrasors Shares held through a CSDP or broker who have selected own-name registration, registered as such at the close of business on the Voting Record Date, at a meeting of Shareholders to be held at 11:00 on Thursday, 27 August 2015 at the offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, 2196 ( General Meeting ) or any postponement or adjournment thereof. The Form of proxy may also be handed to the Chairman of the General Meeting or adjourned General Meeting before the General Meeting is due to commence or recommence Holders of Infrasors Dematerialised Infrasors Shares who have not selected own-name registration must inform their CSDP or broker timeously of their intention to attend and vote at the General Meeting or be represented by proxy thereat in order for the CSDP or broker to issue them with the necessary letter of representation to do so or provide the CSDP or broker timeously with their voting instruction should they not wish to attend the General Meeting in order for the CSDP or broker to vote in accordance with their instructions at the General Meeting. (Please complete in block capitals) I/We (FULL NAMES OF SHAREHOLDER) of (ADDRESS OF SHAREHOLDER) Telephone number address being the holder/s of appoint (see note 1) 1. (NAME OF PROXY) 2. (NAME OF PROXY) Cellphone number (number of shares) shares in Infrasors, hereby or failing him/her, of failing him/her, 3. the Chairman of the General Meeting, as my/our proxy to act for me/us on my/our behalf at the General Meeting in accordance with the following instructions (see note 2): number of votes *for *against *abstain special Resolution number 1 Approval of the Scheme ordinary Resolution number 1 Delisting of Infrasors ordinary Resolution number 2 Authorisation of directors * One vote per share held by Infrasors Shareholders recorded in the Register on the Voting Record Date. Signed at on 2015 Signature Assisted by me (where applicable)

60 Notes: 1. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder s choice in the space(s) provided. The person whose name appears first on this 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. 2. A proxy appointed by a Shareholder in terms hereof may not delegate his authority to act on behalf of the Shareholder to any other person. 3. A Shareholder s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the Shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the General Meeting as he deems fit in respect of all the Shareholder s votes exercisable thereat. 4. Forms of proxy must be lodged at or posted to Link Market Services South Africa Proprietary Limited at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) to be received by no later than 11:00 on Tuesday, 25 August 2015 or no less than 48 hours before the recommencement of any adjourned or postponed meeting, or immediately before the General Meeting is due to commence or recommence. 5. The completion and lodging of this Form of proxy will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so. In addition to the aforegoing, a Shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy, and to Infrasors. 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 at the later of the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the required manner. 6. The Chairman of the General Meeting may reject or accept any Form of proxy which is completed and/or received otherwise than in accordance with these notes, provided that, in respect of acceptances, he is satisfied as to the manner in which the Shareholder(s) concerned wish(es) to vote. 7. Each Shareholder is entitled to appoint one or more proxies (none of whom need be a member of Infrasors) to attend, speak and vote in place of that Shareholder at the General Meeting. 8. Documentary evidence establishing the authority of a person signing this Form of proxy in a representative capacity must be attached to this Form of proxy unless previously recorded by Infrasors or Link Market Services South Africa Proprietary Limited or waived by the Chairman of the General Meeting. 9. Any alteration or correction made to this Form of proxy must be initialled by the signatory(ies). 10. Where there are joint holders of shares: 10.1 Any one holder may sign the Form of proxy ; and 10.2 The vote of the senior (for that purpose seniority will be determined by the order in which the names of Shareholders appear in the Register of members) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint holder(s) of Infrasors Shares. 11. This Form of proxy may be used at any adjournment or postponement of the General Meeting, including any postponement due to a lack of quorum, unless withdrawn by the Shareholder.

61 Infrasors Holdings limited (Incorporated in the Republic of South Africa) (Registration number 2007/002405/06) Share code: IRA ISIN: ZAE ( Infrasors or the Company ) form of surrender and TRansfeR scheme (To be completed by certificated InfRasoRs shareholders only) (Holders of Dematerialised Infrasors shares must not complete this form) Where appropriate and applicable the terms defined in the Circular to which this Form of Surrender and Transfer Scheme is attached and forms part of shall bear the same meaning in this Form of surrender and Transfer Scheme. 1. The Form of Surrender and Transfer Scheme of Documents of Title is for use only by Certificated Infrasors Shareholders recorded in the Register on the Scheme Record Date. 2. A separate Form of Surrender and Transfer Scheme is required for each Certificated Infrasors Shareholder. 3. Part A of this form must be completed by all Infrasors Shareholders, holding Certificated Infrasors Shares, who return this form. 4. Part B of this form must also be completed by all Infrasors Shareholders who are emigrants from the Republic of South Africa ( south africa ), the Republic of Namibia and the Kingdoms of Lesotho and Swaziland ( the common monetary area ). 5. If this Form of Surrender and Transfer Scheme is returned with the relevant document(s) of title to Infrasors Shares, it will be treated as a conditional surrender which is made subject to the Scheme becoming unconditional. Details of which are set out in the Circular to which this form is attached and forms part of. In the event of the Scheme not becoming unconditional for any reason whatsoever, Link Market Services South Africa Proprietary Limited will, by not later than five Business Days after the date upon which it becomes known that the Scheme of Arrangement will not be operative or the General Offer is not accepted by Certificated Infrasors Shareholders, whichever is the later, return the Documents of Title to the Infrasors Shareholders concerned, by Registered mail, at the risk of such Infrasors Shareholders. 6. Persons who have acquired Infrasors Shares after the date of the issue of the Circular to which this Form of Surrender and Transfer Scheme is attached can obtain copies of the Form of Surrender and Transfer Scheme and the Circular from Link Market Services South Africa Proprietary Limited at 13th Floor, Rennie house, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000). 7. The Offer Consideration will not be sent to Infrasors Shareholders recorded in the Register on the Scheme Record Date unless and until Documents of Title in respect of the relevant shares have been surrendered to Link Market Services South Africa Proprietary Limited. To: Dear Sirs PaRT a Link Market Services South Africa Proprietary Limited 13th Floor, Rennie House 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000) To be completed by all scheme PaRTIcIPanTs HolDInG certificated InfRasoRs shares who are recorded in the Register on the scheme Record Date and who return this form (including emigrants from the common monetary area).

62 I/We hereby surrender the Infrasors share certificate(s) and/or other Documents of Title attached hereto, representing Infrasors Shares with no par value, Registered in the name of the person mentioned below and authorise the Transfer Secretaries, conditional upon the Scheme of Arrangement becoming unconditional and implemented, to Register the transfer of these Infrasors Shares into Afrimat s name: Certificate number(s) Number of Infrasors Shares covered by each certificate(s) enclosed Total Infrasors shareholder surname or name of corporate body First names (in full) Title (Mr, Mrs, Miss, Ms, etc) Address to which the Offer Consideration should be sent (if different from registered address) Postal code Stamp and address of agent lodging this Signature of Infrasors Shareholder form (if any) Assisted by (if applicable) (State full name and capacity) Date Telephone number (Home) Telephone number (Work) Cellphone number PART B To be completed by emigrants from the common monetary area who are SCHEME PARTICIPANTS HOLDING CERTIFICATED INFRASORS SHARES only. Nominated authorised dealer in the case of a Scheme Participant that holds Infrasors Shares who is an emigrant from the common monetary area (see note 2 below) Name of dealer Account number Address Instructions: 1. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE Limited, lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this form. 2. Persons who are emigrants from the common monetary area (comprising the Republics of South Africa and Namibia and the Kingdoms of Lesotho and Swaziland) should nominate the authorised dealer in foreign exchange in the Republic of South Africa which has control of their blocked assets in Part B of this form. Failing such nomination, the Offer Consideration due to such Infrasors Shareholders in accordance with the provisions of the Scheme of Arrangement will be held by Infrasors, pending instructions from the Infrasors Shareholder concerned. 3. Any alteration to this Form of Surrender and Transfer Scheme must be signed in full and not initialled. 4. If this Form of Surrender and Transfer Scheme is signed under a power of attorney, then such power of attorney or a notarially certified copy thereof must be sent with this form for noting (unless it has already been noted by Infrasors or its Transfer Secretaries). 5. Where the Infrasors Shareholder is a Company or a close corporation, unless it has already been registered with Infrasors or its Transfer Secretaries, a certified copy of the directors or members resolution authorising the signing of this Form of Surrender and Transfer Scheme must be submitted if so requested by Infrasors. 6. Note 4 above does not apply in the event of this form bearing a JSE broker s stamp. If this Form of Surrender and Transfer Scheme is not signed by the Infrasors Shareholder, the Infrasors Shareholder will be deemed to have irrevocably appointed the Transfer Secretaries of Infrasors to implement the Infrasors Shareholder s obligations under the Scheme of Arrangement on his/her behalf. 7. Where there are any joint holders of any shares, only that holder whose name appears first in the Register in respect of such Infrasors Shares need sign this Form of Surrender and Transfer Scheme. 8. A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Transfer Secretaries of Infrasors.

63 Infrasors Holdings limited (Incorporated in the Republic of South Africa) (Registration number 2007/002405/06) Share code: IRA ISIN: ZAE ( Infrasors or the Company ) The definitions and interpretations commencing on page 11 of the circular to which this General Offer Form is attached shall bear the same meaning herein. This document is important and applies to shareholders of Infrasors electing to accept the general offer If you are in any doubt about how to complete this form, please consult your professional advisor immediately. GeneRal offer form (To be completed by CERTIFICATED INFRASORS SHAREHOLDERS only) To the transfer secretaries: Link Market Services South Africa Proprietary Limited 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) notes: 1. A separate form is required for each certificated shareholder. 2. Part A, B and D must be completed by all certificated shareholders who wish to accept the general offer. 3. Part C: 3.1 Section 1 must be completed by all certificated shareholders who wish to accept the general offer and who are emigrants of the common monetary area. 3.2 Section 2 must be completed by all other certificated shareholders who are non-residents and who wish to accept the general offer. 4. No receipts will be issued for documents of title lodged unless specifically requested. Lodging agents are requested to prepare special transaction receipts, if required.