LITHA HEALTHCARE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/006371/06) Share code: LHG ISIN: ZAE

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The interpretations and definitions section commencing on page 4 of this Circular apply throughout this Circular, including this cover page (unless the context indicates a contrary intention). Please take note of the following action required by Shareholders: 1. This Circular is important and should be read carefully, with particular attention paid to the section entitled Action required by Shareholders, which commences on page 2 of this Circular. 2. If you have disposed of all of your Shares, please forward this Circular to the purchaser of such Shares or to the CSDP, Broker, banker or other agent through whom the disposal was effected. 3. If you are in any doubt as to what action to take, please consult your CSDP, Broker, banker, attorney or other professional advisor immediately. LITHA HEALTHCARE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/006371/06) Share code: LHG ISIN: ZAE CIRCULAR TO SHAREHOLDERS relating to proposed amendments to the MOI to restrict the Board s ability to incur further indebtedness on behalf of the Group or encumber the assets of the Group; and incorporating a Notice of General Meeting; and form of proxy (blue) (for use by Certificated Shareholders and Dematerialised Shareholders with own name registration only). Sponsor Attorneys Date of issue: 12 May 2014 This Circular is available in English only. Copies may be obtained during normal business hours from the registered office of the Company and the Transfer Secretary, the addresses of which are set out in the Corporate information section of this Circular or online at from the date of issue of this Circular until the date of the General Meeting.

2 CORPORATE INFORMATION Company secretary and registered office Transfer Secretary BC Budler Computershare Investor Services (Proprietary) Limited Litha Healthcare Group Limited (Registration number 2004/003647/07) th Road 70 Marshall Street Midrand Johannesburg, 2001 Johannesburg, 1686 South Africa South Africa (PO Box 61051, Marshalltown, 2107) (PO Box 8356, Midrand, 1685) Sponsor Attorneys One Capital Sponsor Services (Proprietary) Limited Cliffe Dekker Hofmeyr Incorporated (Registration number 2000/023249/07) (Registration number 2008/018923/21) 17 Fricker Road 1 Protea Place Illovo Sandown Johannesburg, South Africa South Africa (PO Box , Sandton, 2146) (Private Bag X40, Benmore, 2010) Place of incorporation of Litha: South Africa Date of incorporation of Litha: 3 March 2006

3 TABLE OF CONTENTS Page CORPORATE INFORMATION Inside front cover ACTION REQUIRED BY SHAREHOLDERS 2 SALIENT DATES AND TIMES 3 INTERPRETATIONS AND DEFINITIONS 4 CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION 6 2. PURPOSE OF THIS CIRCULAR 6 3. MOI AMENDMENTS 7 4. GENERAL MEETING 9 5. OPINION OF THE BOARD 9 6. LITIGATION STATEMENT 9 7. DIRECTORS RESPONSIBILITY STATEMENT 9 8. CONSENTS 9 9. DOCUMENTS AVAILABLE FOR INSPECTION 9 NOTICE OF GENERAL MEETING OF SHAREHOLDERS 11 FORM OF PROXY Attached 1

4 ACTION REQUIRED BY SHAREHOLDERS This Circular is important and requires your immediate attention. The interpretations and definitions section commencing on page 4 of this Circular apply to this section. If you are in any doubt as to what action to take, please consult your CSDP, Broker, banker, attorney or other professional advisor immediately. If you have disposed of all of your Shares, please forward this Circular to the purchaser of such Shares or to the CSDP, Broker, banker or other agent through whom the disposal was effected. A General Meeting of Shareholders will be held on Tuesday, 10 June 2014, at 10:00 in the boardroom at the offices of Litha, situated at No. 106, 16th Road, Midrand, 1686, Gauteng, South Africa, to consider and, if deemed fit, pass, with or without modification, the special resolution set out in the Notice of General Meeting. 1. IF YOU ARE A DEMATERIALISED SHAREHOLDER WITHOUT OWN NAME REGISTRATION 1.1 Voting at the General Meeting Your CSDP or Broker should contact you to ascertain how you wish to cast your vote at the General Meeting and thereafter will cast your vote in accordance with your instructions. If you have not yet been contacted, it is advisable for you to contact your CSDP or Broker and furnish them with your voting instructions. If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the agreement concluded between you and your CSDP or Broker. You must not complete the attached form of proxy (blue). 1.2 Attendance and representation at the General Meeting In accordance with the agreement concluded between you and your CSDP or Broker, you must advise your CSDP or Broker if you wish to attend the General Meeting in person and your CSDP or Broker will issue the necessary letter of representation for you to attend the General Meeting. 2. IF YOU ARE A CERTIFICATED SHAREHOLDER OR IF YOU ARE A DEMATERIALISED SHAREHOLDER WITH OWN NAME REGISTRATION 2.1 Voting, attendance and representation at the General Meeting You may attend and vote at the General Meeting. Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy (blue) in accordance with the instructions therein and delivering it to the Transfer Secretary as follows: by hand: 70 Marshall Street, Johannesburg, 2001, South Africa; via post: PO Box 61051, Marshalltown, 2107, South Africa; via fax: ; or via proxy@computershare.co.za. The form of proxy (blue) is to be received by the Transfer Secretary no later than 10:00 on Friday, 6 June Any form of proxy not delivered to the Transfer Secretary by this time may be handed to the chairman of the General Meeting, before the appointed proxy exercises any of the Shareholder s rights at the General Meeting. 2

5 SALIENT DATES AND TIMES 2014 Record date to determine which Shareholders are entitled to receive the Circular on Circular posted to Shareholders on Notice of the posting of the Circular to be released on SENS on Last day to trade in Shares in order to be eligible to attend and vote at the General Meeting on Record date to determine which Shareholders are entitled to attend and vote at the General Meeting on Last day to deliver forms of proxy in respect of the General Meeting to the Transfer Secretary by 10:00 on General Meeting of Shareholders to be held at 10:00 on Results of the General Meeting to be released on SENS on Friday, 2 May Monday, 12 May Monday, 12 May Friday, 23 May Friday, 30 May Friday, 6 June Tuesday, 10 June Tuesday, 10 June Notes: 1. The dates and times provided for in this Circular are subject to amendment. Any material amendments will be released on SENS. 2. Any form of proxy not delivered to the Transfer Secretary before the stipulated time may be handed to the chairperson of the General Meeting at any time before the appointed proxy exercises any of the Shareholder s rights at the General Meeting. 3. All times referred to in this Circular are local times in South Africa. 4. Dematerialised Shareholders, other than those with own name registration, must provide their CSDP or Broker with their instructions regarding voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective custody agreements. 3

6 INTERPRETATIONS AND DEFINITIONS In this Circular, unless otherwise stated or the context indicates otherwise, the words in the first column shall have the meanings stated opposite to them in the second column, references to the singular shall include the plural and vice versa, words denoting one gender shall include the other gender and expressions denoting natural persons shall include juristic persons and associations of persons: Act Companies Act, No. 71 of 2008, as amended from time to time; Announcement the announcement released by the Company on SENS on 15 April 2014, pertaining to the restructure of the Company s debt and the introduction of the Paladin Loan; Board or Directors Broker Certificated Shareholder Certificated Shares Circular Covenant Relaxation CSDP Dematerialised Dematerialised Shareholder Equity Cure Financial Markets Act FRB or RMB General Meeting Group the board of directors of Litha which, as at the Last Practicable Date, comprised the persons whose names appear on page 6 of this Circular; a stockbroker as defined in the Financial Markets Act; a Shareholder who holds Certificated Shares; Shares that have not been Dematerialised, and are represented by a share certificate; this circular to Shareholders dated, 12 May 2014, incorporating a Notice of General Meeting and a form of proxy (blue); the relaxation of certain financial covenants in terms of the funding agreements between the Group and FRB; a participant, as defined in section 1 of the Financial Markets Act, being a person authorised by a licenced central securities depository to perform custody and administration services or settlement services or both in terms of the central depository rules; the process by which securities which are evidenced by a certificate are converted to securities that are held in collective custody by a central securities depository or its nominee in a separate central securities account and are transferable by entry without a certificate or written instrument; a Shareholder who holds Dematerialised Shares; a cash injection by Shareholders of no less than R40 million in terms of the Covenant Relaxation; Financial Markets Act, No. 19 of 2012, as amended from time to time; FirstRand Bank Limited (acting through its Rand Merchant Bank division), registration number 1929/001225/06, a public company duly registered and incorporated with limited liability under the company laws of South Africa; the general meeting of Shareholders to be held in the boardroom at the offices of Litha, situated at No. 106, 16th Road, Midrand, 1686, Gauteng, South Africa on Tuesday, 10 June 2014 at 10:00, to consider and, if deemed fit, pass, with or without modification, the special resolution contained in the Notice of General Meeting; Litha and its subsidiaries (as defined in the Act); 4

7 JSE the securities exchange operated by the JSE Limited, registration number 2005/022939/060, a public company duly registered and incorporated with limited liability under the company laws of South Africa and licensed as an exchange under the Financial Markets Act; Litha or the Company Litha Healthcare Group Limited, registration number 2006/006371/06, a public company duly registered and incorporated with limited liability under the company laws of South Africa, the Shares of which are listed on the securities exchange operated by the JSE; Last Practicable Date Listings Requirements MOI MOI Amendments Notice of General Meeting Paladin Paladin Loan Paladin Loan Agreement R or ZAR or Rand SENS Shareholder Shares South Africa Strate Transfer Secretary 9 May 2014, being the last practicable date prior to the finalisation of this Circular; the JSE Limited Listings Requirements, as amended from time to time; the memorandum of incorporation of the Company; the proposed amendments to the MOI as envisaged in paragraph 3 of this Circular; the notice convening the General Meeting forming part of this Circular; Paladin Labs Inc., registration number , a company duly registered and incorporated in accordance with the laws of Canada; a R40 million loan from Paladin to the Company, which loan is fully subordinated to FRB s claims in terms of various funding agreements which have been entered into between the Group and FRB; the loan agreement entered into between Paladin and the Company on 11 April 2014, in terms of which Paladin agreed to advance the Paladin Loan to the Company; South African Rand, the official currency of South Africa; the Stock Exchange News Service of the JSE; a registered holder of Shares; ordinary shares of no par value in the share capital of Litha; the Republic of South Africa; Strate Limited, registration number 1998/022242/06, a public company duly incorporated and registered with limited liability in accordance with the laws of South Africa, licensed to operate a central securities depositary in terms of the Financial Markets Act; and Computershare Investor Services (Proprietary) Limited, registration number 2004/003647/07, a private company duly registered and incorporated with limited liability under the company laws of South Africa. 5

8 LITHA HEALTHCARE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/006371/06) Share code: LHG ISIN: ZAE Directors NL Sowazi* MD Makhoana MM Kahanovitz MS Mzimba* S Kahanovitz I Jacobson^ F Hendricks* VW Mcobothi* MA Beaudet^ MH Nawacki^ ^Non-executive *Independent non-executive CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION Shareholders are referred to the Announcement informing Shareholders that the Company had: agreed to amendments to certain key terms of the funding arrangements between the Group and FRB, including the relaxation and amendment of certain financial covenants; and entered into the Paladin Loan. The Covenant Relaxations granted by FRB were conditional upon an Equity Cure. For the reasons set out in the Announcement, the Board decided to implement the Equity Cure by way of the Paladin Loan. Further details regarding the rationale and terms of the Covenant Relaxations and the Paladin Loan are set out in the Announcement. In terms of the Paladin Loan Agreement, Litha has undertaken to amend the MOI in order to restrict the Group s borrowing powers so that in future, the Board shall only have the power to borrow such amounts on behalf of the Group or encumber such assets of the Group as Shareholders may approve from time to time by way of an ordinary resolution. 2. PURPOSE OF THIS CIRCULAR The purpose of this Circular is to: provide Shareholders with information regarding the MOI Amendments; and convene the General Meeting to consider, and if deemed fit, approve the MOI Amendments. 6

9 3. MOI AMENDMENTS It is proposed that the MOI be amended as follows: 3.1 By the insertion of a new clause 1.2.1A before the existing clause 1.2.1, which shall read as follows: 1.2.1A Asset means any and all present and future assets (including corporeal and incorporeal), properties, revenues and rights of every description of the Company and/or any of its subsidiaries (as the case may be);. 3.2 By the insertion of a new clause 1.2.7A after the existing clause 1.2.7, which shall read as follows: 1.2.7A Asset Encumbrance means, in relation to any Asset, to encumber such Asset in any way including, but without limitation, by way of a pledge, a cession in securitatem debiti, a general notarial bond, a special notarial bond, a deed of hypothecation, a mortgage bond, a charge (whether fixed or floating) or to grant any other similar or analogous security interest or lien of any nature whatsoever over such Asset;. 3.3 By the insertion of a new clause 1.2.7B after the existing clause 1.2.7A, which shall read as follows: 1.2.7B Finance Documents means 1.2.7B B.2 the Transaction Documents; and the Loan Agreement and all other agreements and documents included in the definition of Finance Documents in the Loan Agreement;. 3.4 By the insertion of a new clause 1.2.7C after the existing clause 1.2.7B, which shall read as follows: 1.2.7C Financial Indebtedness means indebtedness of any kind, including any obligation for the payment or repayment of money, whether as principal, surety, guarantor or otherwise and whether present or future, actual or contingent, including any indebtedness arising or pursuant to any redeemable preference shares;. 3.5 By the insertion of a new clause A after the existing clause , which shall read as follows: A Loan Agreement means the agreement headed Loan Agreement entered into between RMB and Litha Medical (Proprietary) Limited on or about 12 May 2011;. 3.6 By the insertion of a new clause A after the existing clause , which shall read as follows: A Paladin Loan means the agreement headed Loan Agreement entered into between Paladin Labs and the Company on or about 11 April 2014;. 3.7 By the insertion of a new clause A after the existing clause , which shall read as follows: A Approved Encumbrance means any Asset Encumbrance A.1 created in favour of RMB pursuant to any of the Finance Documents; A.2 reflected in the audited annual financial statements of the Company for the period ending on 31 December 2013; or A.3 created in the ordinary course of business as a term of supply of goods or services in terms of the relevant supplier s standard terms and conditions;. 3.8 By the insertion of a new clause B after clause A, which shall read as follows: B Approved Indebtedness means any Financial Indebtedness of the Company and/or any of its subsidiaries (as the case may be) B.1 created in favour of RMB pursuant to any of the Finance Documents; B.2 created in favour of Paladin Labs pursuant to (i) the Paladin Loan, as amended, varied or restated from time to time; and/or (ii) any loan advanced by Paladin to the Company as an Equity Cure as contemplated in any Finance Document in order to ensure that a breach by the Company of any provision of that Finance Document does not occur or continue; 7

10 1.2.13B.3 arising under relationships with trade creditors incurred in the ordinary course of business; or B.4 reflected in the audited annual financial statements of the Company for the period ending on 31 December 2013;. 3.9 By the deletion of the existing clause 26.1 and the replacement thereof with a new clause 26.1 which shall read as follows: 26.1 Subject to clause 27A, the Board s powers to provide direct or indirect financial assistance as contemplated in section 45(2) are not limited in any manner By the insertion of a new clause 27A after the existing clause 27, which shall read as follows 27A BORROWINGS AND ASSET ENCUMBRANCES BY THE COMPANY AND/OR SUBSIDIARIES 27A.1 The Directors shall not, and shall procure that each of the Company s Subsidiaries do not, in each case without the prior approval of an Ordinary Resolution 27A A A A.1.4 agree to any amendment, variation or amendment and restatement to any Finance Document which would 27A A A A increase the principal amount, or the rate of interest payable, thereunder, or extend the payment or repayment date of any amount outstanding thereunder; increase the amount payable in respect of any preference shares, including any amount payable in respect of the redemption of, or payment as a Distribution in relation to, any preference shares, or extend the redemption or payment date of any amount outstanding thereunder; result in an Asset Encumbrance; or in any way, otherwise increase, or extend the duration of, the obligations of the Company or any of its Subsidiaries thereunder; or agree to designate any document as a Transaction Document in terms of clause or as a Finance Document in terms of the Loan Agreement; or save pursuant to Approved Indebtedness, incur any Financial Indebtedness on behalf of the Company or allow any of the Company s Subsidiaries to incur any Financial Indebtedness; or save pursuant to the creation of an Approved Encumbrance, create or permit to be created or to subsist any Asset Encumbrance over the whole or any part of the Assets or agree to do so. 27A.2 For the avoidance of doubt, in the event that (i) an Ordinary Resolution is proposed to approve the incurrence of Financial Indebtedness in terms of clause 27A.1.3 and/or the creation or subsistence of an Asset Encumbrance in terms of clause 27A.1.4 (as the case may be), and (ii) the entity in whose favour the Financial Indebtedness will be incurred and/or the Asset Encumbrance created or permitted to subsist (as the case may be) is a Shareholder; then unless the Listings Requirements prescribe otherwise, the Voting Rights held 8

11 by that Shareholder shall be taken into account in determining whether the applicable quorum requirements are satisfied and the relevant Shareholder shall be entitled to exercise its Voting Rights on the resolution By the deletion of the existing clause 39 and the replacement thereof with a new clause 39 which shall read as follows: 39 FINANCIAL ASSISTANCE The Board may authorise the Company to provide financial assistance by way of loan, guarantee, the provision of security, or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any Securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any Securities of the Company or a related or inter-related company, subject to section 44 of the Companies Act and subject to clause 27A.. 4. GENERAL MEETING The Board has convened the General Meeting of Shareholders to be held at 10:00 on Tuesday, 10 June 2014 in the boardroom at the offices of Litha, No. 106, 16th Road, Midrand, 1686, Gauteng, South Africa. Shareholders will be requested to consider and, if deemed fit, pass, with or without modification, the special resolution set out in the Notice of General Meeting in order to approve the MOI Amendments. 5. OPINION OF THE BOARD The Board is of the opinion that the MOI Amendments should be adopted for the reasons set out in paragraph 1 above and, accordingly, recommends that Shareholders vote in favour of the special resolution to approve the MOI Amendments at the General Meeting. Directors with interests in Shares intend to vote in favour of the special resolution to be proposed at the General Meeting. 6. LITIGATION STATEMENT The Directors are not aware of any legal or arbitration proceedings, including any such proceedings that are pending or threatened, that may have or have had a material effect on the Company s financial position over the last 12 months. 7. DIRECTORS RESPONSIBILITY STATEMENT The Directors, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement in this Circular false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required by law and the Listings Requirements. 8. CONSENTS The sponsor and the attorneys to Litha have each provided their written consent to act in the capacity stated and to their names being used in this Circular and have not withdrawn their consent prior to the publication of this Circular. 9. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the registered office of Litha during normal business hours on any business day from Monday, 12 May 2014 to and including Tuesday, 10 June 2014: 9

12 the MOI; MOI Amendments; the consent letters referred to paragraph 8 above; and a signed copy of this Circular. By order of the Board Litha Healthcare Group Limited BC Budler Company Secretary Sandton 9 May

13 LITHA HEALTHCARE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/006371/06) Share code: LHG ISIN: ZAE NOTICE OF GENERAL MEETING OF SHAREHOLDERS The interpretations and definitions section commencing on page 4 of the Circular to which this Notice of General Meeting is attached, apply to this Notice of General Meeting. Notice is hereby given that a General Meeting of Shareholders will be held on Tuesday, 10 June 2014, at 10:00 in the boardroom at the offices of Litha, situated at No. 106, 16th Road, Midrand, 1686, Gauteng, South Africa, for the purpose of considering and, if deemed fit, passing, with or without modification, the special resolution set out in this Notice of General Meeting for the purpose of amending the MOI. 1. SPECIAL RESOLUTION RESOLVED THAT, in accordance with the provisions of section 16(1)(c) of the Act, the MOI be and is hereby amended in the manner set out in paragraph 3 of the Circular with effect from the date on which this special resolution is filed with the Companies and Intellectual Property Commission. * The percentage of voting rights that will be required for this special resolution to be adopted is at least 75% (seventy five percent) of the votes exercised on the resolution. NOTES TO THE NOTICE OF GENERAL MEETING Record date The record date in terms of section 59 of the Act for Shareholders to be recorded in the securities register in order to: receive notice of the General Meeting is Friday, 2 May 2014; and attend, participate and vote at the General Meeting, is Friday, 30 May 2014 and, accordingly, the last day to trade in order to be eligible to vote at the General Meeting is Friday, 23 May Voting and proxies Shareholders are reminded that: a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in and vote at the General Meeting in place of the Shareholder and Shareholders are referred to the attached form of proxy (blue); a proxy need not also be a Shareholder; a proxy may not delegate the authority granted to it as proxy; and in terms of section 63(1) of the Act, any person attending or participating in a meeting of Shareholders must present reasonably satisfactory identification and the person presiding at the General Meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as Shareholder or as proxy for a Shareholder) has been reasonably verified. Certificated Shareholders and Dematerialised Shareholders with own name registration who are unable to attend the General Meeting and who wish to be represented at the meeting, must complete the attached form of proxy (blue) in accordance with the instructions contained therein, and deliver it to the Transfer Secretary, Computershare Investor Services (Proprietary) Limited: 11

14 by hand at 70 Marshall Street, Johannesburg, 2001, South Africa; or by post to PO Box 61051, Marshalltown, 2107, South Africa; or by to or by fax to , so as to be received by the Transfer Secretary by no later than 10:00 on Friday, 6 June Any form of proxy (blue) not delivered by this time must be handed to the chairperson of the General Meeting before the appointed proxy exercises any of the Shareholder s rights at the General Meeting. Dematerialised Shareholders without own name registration who wish to attend the General Meeting in person should request their CSDP or Broker to provide them with the necessary letter of representation in accordance with the relevant custody agreement. Dematerialised Shareholders without own name registration who do not wish to attend the General Meeting but wish to be represented at the General Meeting must advise their CSDP or Broker of their voting instructions. Such Shareholders should contact their CSDP or Broker with regard to the cut-off time for their voting instructions. Electronic participation Shareholders or their proxies may participate in the General Meeting by way of a teleconference call. If they wish to do so, such Shareholders or proxy holders: 1. must contact the company secretary by sending an to Barry.Budler@lithahealthcare.co.za by no later than 10:00 on Tuesday, 3 June 2014 in order to obtain a pin number and dial-in details for the teleconference call; 2. will be required to provide reasonably satisfactory identification; and 3. will be billed separately by their own telephone service providers for their telephone call to participate in the General Meeting. By order of the Board Litha Healthcare Group Limited BC Budler Company Secretary Sandton 9 May

15 LITHA HEALTHCARE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/006371/06) Share code: LHG ISIN: ZAE FORM OF PROXY The interpretations and definitions section commencing on page 4 of the Circular to which this form of proxy is attached apply to this form of proxy. FOR USE BY CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH OWN NAME REGISTRATION ONLY, AT THE GENERAL MEETING TO BE HELD AT 10:00 ON TUESDAY, 10 JUNE 2014 IN THE BOARDROOM AT THE OFFICES OF LITHA, SITUATED AT NO. 106, 16TH ROAD, MIDRAND, 1686, GAUTENG, SOUTH AFRICA OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. FORMS OF PROXY MUST BE COMPLETED AND DELIVERED TO THE TRANSFER SECRETARY BY NOT LATER THAN 10:00 ON FRIDAY, 6 JUNE THEREAFTER, FORMS OF PROXY MAY BE HANDED TO THE CHAIRPERSON OF THE GENERAL MEETING AT ANY TIME BEFORE THE APPOINTED PROXY EXERCISES ANY OF THE SHAREHOLDER S RIGHTS AT THE GENERAL MEETING. Dematerialised Shareholders without own name registration must not use this form of proxy. Dematerialised Shareholders who wish to attend the General Meeting in person must inform their CSDP or Broker of their intention to attend the General Meeting and request their CSDP or Broker to issue them with the necessary letter of representation to attend the General Meeting in person and vote or, should they not wish to attend the General Meeting in person, provide their CSDP or Broker with their voting instructions. I/We (name in block letters and in full) of (address) Telephone number ( ) Cellphone number being the holders of Shares do hereby appoint (see notes): 1. or failing him/her, 2. or failing him/her, 3. the chairperson of the General Meeting as my/our proxy to act for me/us at the General Meeting, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolution to be proposed thereat and at any adjournment or postponement thereof, and to vote for and/or against the resolution and/or abstain from voting in respect of the Shares registered in my/our name/s, in accordance with the following instructions: 1. Special resolution MOI Amendments Number of votes (one per Share held) For Against Abstain Note: Please indicate the number of votes you wish to cast in the relevant spaces above. If no indication is given, the proxy shall be entitled to vote as he/she deems fit. Signed at on 2014 Signature/s Name in block letters (full name if signing in representative capacity) Assisted by (where applicable see note 9) (state capacity and full name) Please read the notes to this form of proxy on the reverse hereof.

16 SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE ACT In terms of section 58 of the Act: a shareholder of a company may, at any time and in accordance with the provisions of section 58 of the Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders meeting on behalf of such shareholder; a proxy may delegate her or his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy (see note 14 below); irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder s rights as a shareholder (see note 5 below); any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise; if an appointment of a proxy is revocable, 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 the relevant company; a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the relevant company s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise (see note 3 below); if the instrument appointing a proxy or proxies has been delivered by a shareholder to a company, then, for so long as that appointment remains in effect, any notice that is required in terms of the Act or such company s Memorandum of Incorporation to be delivered to a shareholder must be delivered by such company to the relevant shareholder; or the proxy or proxies, if the relevant shareholder has: (i) directed such company to do so, in writing and (ii) paid any reasonable fee charged by such company for doing so; and if a company issues an invitation to its shareholders to appoint one or more persons named by the company as a proxy, or supplies a form of proxy instrument: the invitation must be sent to every shareholder entitled to notice of the meeting at which the proxy is intended to be exercised; the invitation or form of proxy instrument supplied by the company must: bear a reasonably prominent summary of the rights established in section 58 of the Act; contain adequate blank space, immediately preceding the name(s) of any person(s) named in it, to enable a shareholder to write the name and, if desired, an alternative name of a proxy chosen by the shareholder; and provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution(s) to be put at the meeting, or is to abstain from voting; the Company must not require that the proxy appointment be made irrevocable; and the proxy appointment remains valid only until the end of the meeting at which it was intended to be used (see note 13 below). NOTES TO THE FORM OF PROXY 1. The form of proxy must only be used by Certificated Shareholders or Dematerialised Shareholders with own name registration. 2. A Shareholder may insert the name/s of one or more proxies of the Shareholder s choice in the space(s) provided, with or without deleting the chairperson of the General Meeting, but any such deletion must be initialled by the Shareholder. A proxy need not be a Shareholder of the Company. The person whose name appears first on the form of proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are indicated, the proxy shall be exercised by the chairperson of the General Meeting. 3. A Shareholder s instructions on the form of proxy must be indicated by inserting the relevant number of votes exercisable by the Shareholder on a poll in the appropriate box(es). If a form of proxy is received duly signed but with no indication as to how the person named therein should vote on any issue, the proxy may vote or abstain from voting as he/she/it sees fit unless the proxy form indicates otherwise. 4. Forms of proxy must be delivered to the Transfer Secretary, Computershare Investor Services (Proprietary) Limited: by hand at 70 Marshall Street, Johannesburg, 2001, South Africa; or by post to PO Box 61051, Marshalltown, 2107, South Africa; or by to proxy@computershare.co.za; or by fax to , so as to be received by the Transfer Secretary by no later than 10:00 on Friday, 6 June Any form of proxy not received by this time must be handed to the chairperson of the General Meeting before the appointed proxy exercises any of the Shareholder s rights at the General Meeting (or any adjournment of the General Meeting). 5. The completion and delivery of this form of proxy shall in no way preclude the Shareholder from attending, speaking and voting in person at the General Meeting to the exclusion of any proxy appointed in terms hereof. 6. The chairperson of the General Meeting may reject or accept any form of proxy which is completed and/or received other than in compliance with these notes, provided that he is satisfied as to the manner in which the Shareholder wishes to vote. 7. Documentary evidence establishing the authority of the person signing this form of proxy in a representative capacity (e.g. on behalf of a company, trust, pension fund, deceased estate, etc.) must be attached to this form of proxy, unless previously recorded by the Transfer Secretary or waived by the chairperson of the General Meeting. 8. Where Shares are held jointly, all joint holders are required to sign the form of proxy. 9. 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 recorded by the Transfer Secretary. 10. Any alteration to this form of proxy, other than the deletion of alternatives, must be signed, not initialled, by the signatory/ies. 11. On a show of hands, every Shareholder present in person or represented by proxy shall have only one vote, irrespective of the number of Shares he/ she holds or represents. 12. On a poll, every Shareholder present in person or represented by proxy shall have one vote for every Share held by such Shareholder. 13. In terms of section 58 of the Act, unless revoked, an appointment of a proxy pursuant to this form of proxy remains valid only until the end of the General Meeting or any adjournment or postponement of the General Meeting. If the General Meeting is adjourned or postponed, valid forms of proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 14. A proxy may not delegate the authority granted to it in terms of the form of proxy. 15. A proxy is revocable, unless the form of proxy expressly states otherwise, and may be revoked at any time in writing or by making a later inconsistent appointment of a proxy and delivering a copy of the revocation instrument to the proxy and the Company. 16. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or revocation of the proxy or the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its registered office before the commencement of the General Meeting or any adjournment or postponement thereof at which the proxy is used.

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18 16 PRINTED BY INCE (PTY) LTD REF. JOB000993