INLIGTINGSBYEENKOMSTE SAL GEHOU WORD IN DIE VOLGENDE DORPE:

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1 C A P E M O H A I R & W O O L S A Mohair Brokers Limited (Reg.no. 93/04825/06). Handeldrywend/Trading as Cape Mohair & Wool Posbus/PO Box 3314 Port Elizabeth 6056 Suid-Afrika/South Africa Burmanweg 123 Burman Road Deal Party Port Elizabeth Tel (041) Faks/Fax (041) Sylyn/Siding E-Pos/Mail info@cmw.co.za Internet:http// ROADSHOWS WILL BE HELD IN THE FOLLOWING TOWNS/ INLIGTINGSBYEENKOMSTE SAL GEHOU WORD IN DIE VOLGENDE DORPE: Somerset-Oos 18 November 10h00 Adelaide 18 November 14h00 Cradock 19 November 09h00 Graaff-Reinet 19 November 14h00 Beaufort-Wes 20 November 09h00 Willowmore 20 November 14h00 Jansenville 21 November 09h00 Please contact the CMW office a week in advance to confirm the venue./ Kontak asseblief die CMW kantoor `n week voor die tyd om die plek te bevestig. Direkteure/Directors: A M Short (Voorsitter/Chairman), I R Bekker (Ondervoorsitter/Vice-Chairman), A B Hobson, M Shires, F Michau Maatskappy Sekretaris/ Company Secretary: M Myburgh

2 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 12 of this Circular apply throughout this Circular; including these cover pages (unless the context indicates a contrary intention). Action required 1. This entire Circular is important and should be read with particular attention to the section entitled Action required by SAMB Shareholders, which commences on page If you are in any doubt as to what action to take, you should consult your accountant, attorney or other professional adviser immediately. 3. If you have disposed of all your SAMB Shares, please forward this Circular to the purchaser of such SAMB Shares or to the SAMB Company Secretary through whom the disposal was effected. SAMB does not accept responsibility, and will not be held liable, for any action of, or omission by, any former SAMB Shareholder who has failed to notify any new Beneficial Owner of SAMB Shares to whom a transfer of SAMB Shares has been effected, of the transactions set out in this Circular. S A Mohair Brokers Limited (incorporated in the Republic of South Africa) (Registration Number: 1993/004825/06) (SAMB) CIRCULAR TO SHAREHOLDERS OF SAMB AND NOTICE OF GENERAL MEETING in connection with the proposed sale of the remainder of the shareholding held by SAMB in CMW Operations Proprietary Limited to Oos Vrystaat Kaap Bedryf Beperk (registration number 1999/04069/06), which sale requires, inter alia, the following corporate action - approval of a disposal of all or a greater part of the assets or undertakings of SAMB, in accordance with the provisions of sections 112 and 115 of the Companies Act, as more fully described below; authorize the SAMB board of directors to calculate the value of the claims of SAMB Shareholders against SAMB; and limit the period within which a SAMB Shareholder may institute a claim in respect of any claim it may have against SAMB in its capacity as shareholder, to a period of 6 (six) months from the payment or distribution to a SAMB Shareholder of any portion of the Purchase Consideration. and incorporating a report prepared for SAMB by the Independent Expert in terms of Regulation 90 of the Companies Act; a statement of Appraisal Rights in terms of section 164(2) of the Companies Act; extracts of section 115 of the Companies Act dealing with approval required for fundamental transactions and section 164 of the Companies Act, dealing with Appraisal Rights; historical financial information in respect of SAMB; a Notice of the General Meeting; the unaudited pro forma financial information of SAMB; the independent reporting accountant s limited assurance report on the unaudited pro forma financial information of SAMB; and a form of proxy in respect of the General Meeting (green). Reporting Accountants PricewaterhouseCoopers 2 nd Avenue 61 Bloemfontein 9301 Date of issue: 31 October 2013 This document is available in English only. Copies may be obtained from the registered office of SAMB and the Financial Advisers to SAMB, whose addresses are set out in the Corporate information and advisers section of this Circular, from 31 October 2013 until 22 November

3 CORPORATE INFORMATION AND ADVISERS SAMB Company Secretary and Registered Office Mr Morne Myburgh S A Mohair Brokers Limited 123 Burman Road Deal Party Port Elizabeth 6001 Independent Expert to SAMB Moore Stephens (Registration number 1998/006810/21) 401 Cape Road Cotsworlds Port Elizabeth

4 TABLE OF CONTENTS Page CORPORATE INFORMATION AND ADVISERS... 2 IMPORTANT LEGAL NOTES... 4 SALIENT FEATURES... 6 ACTION REQUIRED BY SAMB SHAREHOLDERS... 7 SALIENT DATES AND TIMES RELATING TO THE SALE... 9 DEFINITIONS AND INTERPRETATIONS CIRCULAR TO SAMB SHAREHOLDERS INTRODUCTION PURPOSE OF THIS CIRCULAR RATIONALE FOR THE SALE BENEFIT OF THE SALE TO THE SAMB SHAREHOLDERS TERMS AND CONDITIONS OF THE SALE, SALE CONSIDERATION AND SAMB SHAREHOLDERS RIGHTS INDEPENDENT EXPERT S REPORT IN RESPECT OF THE PURCHASE CONSIDERATION INDEPENDENT EXPERT S REPORT IN RESPECT OF THE OVK SHARES UNAUDITED PRO FORMA INCOME AND BALANCE SHEET AND INDEPENDENT REPORTING ACCOUNTANT S ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION OF SAMB COPY OF SECTION 115 OF THE COMPANIES ACT COPY OF SECTION 164 OF THE COMPANIES ACT CONDITIONS PRECEDENT TO THE SALE HISTORICAL FINANCIAL INFORMATION OF SAMB NOTICE CONVENING GENERAL MEETING SUMMARY OF APPLICABLE RIGHTS ESTABLISHED IN SECTION 58 OF THE COMPANIES ACT

5 IMPORTANT LEGAL NOTES The definitions and interpretations commencing on page 12 of this Circular apply to this section on Important Legal Notes. FORWARD-LOOKING STATEMENTS This Circular contains statements about SAMB 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 views 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 expenditures, acquisition strategy, future expansion prospects or future capital expenditure levels 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. SAMB 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 SAMB operates 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 SAMB, as communicated by SAMB in publicly available documents, all of which estimates and assumptions, are inherently uncertain although SAMB believes them to be reasonable. 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 SAMB or not currently considered material by SAMB. Important factors that could cause actual events to differ materially from SAMB s expectations include the following: changes in political, economic, legal and social conditions in South Africa and elsewhere; future legislation, including regulations and rules as well as changes in enforcement policies; and other factors beyond SAMB s control. SAMB 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 SAMB 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. SAMB has no duty to, and do not intend to, update or revise the forward-looking statements contained in this Circular after the date of this Circular, except as may be required by law. FOREIGN SHAREHOLDERS AND APPLICABLE LAWS This Circular has been prepared for the purposes of complying with the Companies Act and the Takeover Regulations published in terms thereof. The information disclosed may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The release, publication or distribution of this Circular in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements or restrictions. Any failure to comply with the applicable requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. This Circular is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval, including in any jurisdiction where such offer, invitation or solicitation would be unlawful. This Circular does not constitute a prospectus or a prospectus equivalent document. SAMB Shareholders are advised to read this Circular, which contains the terms and conditions of the Sale, with care. Any decision to approve the Sale or other response to the proposals should be made only on the basis of the information in this Circular. 4

6 The Sale may be affected by the laws of the relevant jurisdictions of SAMB Shareholders not resident in South Africa. Such non-resident SAMB Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any non-resident SAMB Shareholder to satisfy himself or herself or itself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Sale 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 Sale is governed by the laws of South Africa and is subject to any applicable South African laws and regulations, including the Companies Act and the Takeover Regulations. Any SAMB Shareholder who is in doubt as to his, her or its position, including, without limitation, tax status and effects, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. 5

7 SALIENT FEATURES The definitions and interpretations commencing on page 12 of this Circular apply to this Salient Features section. SAMB currently holds 19.9% (nineteen point nine percent) of the ordinary issued share capital of CMW. OVK is the majority shareholder in CMW, with a shareholding of 80.1% (eighty point one percent). At present the only assets owned by SAMB are - 23,544 (twenty three thousand five hundred and forty four) ordinary shares held in CMW by SAMB, which ordinary shares represents 19.9% (nineteen point nine percent) of the ordinary issued share capital of CMW; and the trademark registered in the name of SAMB under trademark number 2002/01137 (hereinafter collectively known as the Sale Assets ). SAMB owes CMW ZAR1,707, (one million seven hundred and seven thousand eight hundred and thirty eight rand) on account of a loan made by CMW to SAMB, as more fully described in the SAMB financial statements as at 28 February CMW s business entails brokering services and operations in wool, mohair and livestock in South Africa. OVK wishes to purchase SAMB s shareholding in CMW, in addition to the balance of the Sale Assets for reasons as detailed in this document. SAMB and OVK entered into the Sale Agreement on or about 27 June 2013, in terms of which SAMB disposes, to OVK, of the Sale Assets, subject to certain conditions. The purchase consideration payable in respect of the Sale Assets will be comprised of a combination of cash and OVK Shares, which will be constituted as follows: a maximum of (nine hundred and seventy two thousand seven hundred and fifty five) ordinary shares in OVK at an agreed price of ZAR7.50 (seven rand fifty cents); and the balance in cash, provided that such balance will not be less than ZAR 19,381, (nineteen million three hundred and eighty one thousand seven rand and seventeen cents) and not more than ZAR26,676, (twenty six million six hundred and seventy six thousand six hundred and sixty nine rand and sixty seven cents) (hereinafter collectively referred to as the Purchase Consideration ). The board of directors of SAMB (acting in accordance with the instructions of the SAMB Shareholders), will before the Closing Date, notify OVK of the number of OVK Shares and the amount of cash which is to make up the Purchase Consideration. The Sale Agreement has set a Closing Date of 31 January 2014, in respect of which all conditions to the Sale must be met. Such conditions are listed later in this document as well as the status of fulfillment in respect of same. Once the Sale Assets are transferred to OVK, SAMB will no longer have any assets whatsoever (apart from the Purchase Consideration). The OVK Shares will be transferred to SAMB (or its members as nominees) at an agreed price of ZAR7.50 (seven rand fifty cents). The Independent Board has obtained written confirmation from the board of directors of OVK that the current trading price of the OVK Shares, as at the Last Practicable Date, is ZAR8,50 (eight rand fifty cents) per OVK Share. The Independent Board has appointed Moore Stephens WK Inc as its independent expert in terms of the Takeover Regulations to consider the terms of the Proposed Transaction and to give an opinion on whether or not the Proposed Transaction is fair and reasonable to the SAMB Shareholders. The report is attached hereto as Annexure 1. Moore Stephens WK Inc has indicated that in its view the terms and conditions of the Proposed Transaction are fair and reasonable to the SAMB Shareholders. SAMB has, in addition, to the fair and reasonable report contemplated above, also procured a valuation of the OVK Shares, which report is attached hereto as Annexure 2. Moore Stephens WK Inc has indicated that in its view the value of the share portion of the Purchase Consideration is fair and reasonable to the SAMB Shareholders. The Independent Board is of the unanimous opinion that the terms and conditions of the Proposed Transaction are fair and reasonable to SAMB Shareholders, and has unanimously resolved to approve the Proposed Transaction and to recommend without qualification, to the SAMB Board and the SAMB Shareholders that they support the Proposed Transaction and vote in favour of the requisite resolutions to be passed to give effect to it. The SAMB Board has also unanimously resolved to support and facilitate the Proposed Transaction and is therefore recommending to SAMB Shareholders that they vote in favour of all resolutions required to implement the Proposed Transaction.. 6

8 ACTION REQUIRED BY SAMB SHAREHOLDERS The definitions and interpretations commencing on page 10 of this Circular apply to this section on the Action Required by SAMB Shareholders. This Circular is important and requires your immediate attention. The action you need to take is set out below. If you are in any doubt as to what action to take, you should consult your accountant, attorney or other professional adviser. If you have disposed of your SAMB Shares, this Circular should immediately be handed to the purchaser of such SAMB Shares or the SAMB Company Secretary. Please take careful note of the following provisions regarding the action to be taken by SAMB Shareholders: A General Meeting of SAMB Shareholders will be held at the CMW Offices, 123 Burman Road, Deal Party, Port Elizabeth at 11h00 on Friday, 22 November 2013 to consider and, if deemed fit, to pass the special and ordinary resolutions required to: approve a disposal of all or a greater part of the assets or undertaking of SAMB under sections 112 and 115 of the Companies Act, in terms of the Sale in respect of which SAMB will dispose of the Sale Assets to OVK on the terms and conditions contained in the Sale Agreement; approval of an amendment to the memorandum of incorporation of SAMB in terms of section 16 of the Companies Act. The purpose behind this amendment is to authorize the SAMB board of directors to calculate the value of the claims of SAMB Shareholders against SAMB; and limit the period within which a SAMB Shareholder may institute a claim in respect of any claim it may have against SAMB in its capacity as shareholder, to a period of 6 (six) months from the payment or distribution to SAMB Shareholders of any portion of the Purchase Consideration. A notice convening such General Meeting is attached to, and forms part of this Circular. 1. ATTENDANCE, REPRESENTATION AND VOTING AT THE GENERAL MEETING You may attend, speak at and vote at the General Meeting in person (or if you are a company or other body corporate be represented by a duly authorised natural person). Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy (green) in accordance with its instructions and (i) returning it to SAMB before 10h00 on 20 November 2013 at the CMW Offices, 123 Burman Road, Deal Party, Port Elizabeth (marked for the attention of the Company Secretary), before the commencement of the General Meeting (or any adjournment or postponement of the General Meeting) or (ii) by handing it to the chairman of the General Meeting before the appointed proxy exercises any of your shareholder rights at the General Meeting (or any adjournment or postponement of the General Meeting), provided that, should you return such form of proxy (green) in terms of (ii) above, you will also be required to furnish a copy of such form of proxy (green) to the chairman of the General Meeting before the appointed proxy exercises any of your shareholder rights at the General Meeting (or any adjournment or postponement of the General Meeting). OVK and any director of OVK that owns SAMB Shares will not be entitled to vote in respect of the resolutions set out in the Notice to be voted on at the General Meeting. 2. DISSENTING SHAREHOLDERS APPRAISAL RIGHTS SAMB Shareholders are advised and informed of their rights in terms of section 164 of the Companies Act as set out in Annexure 5 of this Circular. SAMB Shareholders who wish to exercise their rights in terms of the aforementioned section are required, before the resolution to approve the Sale is voted on at the General Meeting, to give notice to SAMB in writing objecting to the resolution, and then to vote 7

9 against the resolution at the General Meeting, and thereafter to comply with the procedural requirements of section 164 of the Companies Act. 3. SAMB DISTRIBUTION 3.1 SAMB will, after the Closing Date, make a distribution to the SAMB Shareholders in the form of cash and OVK Shares (to the extent that a SAMB Shareholder wishes to also receive OVK Shares) in proportion to their claims against SAMB. 3.2 The cash portion of any claims which the SAMB Shareholders may have against SAMB will be settled in cash directly by OVK for and on behalf of SAMB, this process will occur after the Closing Date. 3.3 SAMB will in due course request the SAMB Shareholder s instructions in this regard. 8

10 SALIENT DATES AND TIMES RELATING TO THE SALE The definitions and interpretations commencing on page 12 of this Circular shall apply to this section on Salient Dates and Times relating to the Sale Circular posted to SAMB Shareholders and notice convening the General Meeting published in the South African Press Last date and time to lodge forms of proxy for the General Meeting with the Transfer Secretaries by 11h00 on Last date and time for SAMB Shareholders to give notice in terms of section 164 of the Companies Act objecting to the special resolution approving the Sale by 11h00 General Meeting to be held at 11h00 on Results of the General Meeting published in the South African press on If the Sale is approved by SAMB Shareholders at the General Meeting Last date on which SAMB Shareholders can apply to the Court in terms of section 115(3) of the Companies Act Last date for SAMB to send notices of the adoption of the special resolution approving the Sale to objecting SAMB Shareholders, in terms of section 164 of the Companies Act If no SAMB Shareholders exercise their rights in terms of section 115 of the Companies Act Closing Date Closing Date announcement estimated to be published in the South African press on Thursday, 31 October 2013 Wednesday, 20 November 2013 Monday, 11 November 2013 Friday, 22 November 2013 Friday, 29 November 2013 Friday, 29 November 2013 Friday, 6 December 2013 Friday, 31 January 2014 Monday, 3 February 2013 Notes: 1. The above dates and times are subject to such changes as may be agreed to by SAMB and OVK and/or may be subject to obtaining certain regulatory approvals. If the Conditions Precedent are not met by Friday, 31 January 2014, an updated timetable will be published in the South African press. 2. SAMB Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 of this Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights. 3. SAMB Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to require the approval of a court for the Sale, should refer to Annexure 4 of this Circular which includes an extract of section 115 of the Companies Act. Should SAMB Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out above will not be relevant. SAMB Shareholders will be notified separately of the applicable dates and times under this process. 4. If the General Meeting is adjourned or postponed, forms of proxy (green) submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 5. Although the salient dates and times are stated to be subject to change, such statement may not be regarded as consent or dispensation for any change to time periods which may be required in terms of the Takeover Regulations, where applicable, and any such consents or dispensations must be specifically applied for and granted. 6. All times referred to in this Circular are references to South African Standard Time. 9

11 DEFINITIONS AND INTERPRETATIONS In this Circular and the annexures and forms attached hereto, unless otherwise stated or clearly indicated by the context, the words in the first column have the meanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other genders, and pronouns relating to a natural person include references to a juristic person and vice versa: Affiliate in respect of any person, any other person or entity that directly or indirectly Controls, is Controlled by, or is under common Control with, such person; Appraisal Rights the rights afforded to SAMB Shareholders in terms of section 164 of the Companies Act, an extract of which is set out in Annexure 5 to this Circular; Appraisal Rights Offer an offer made by SAMB to a SAMB Shareholder to acquire such person s SAMB Shares in terms of section 164(11) of the Companies Act; Business Day a day other than a Saturday, Sunday or official public holiday in South Africa; Cautionary Announcement Closing Date CMW Companies Act Company Secretary Conditions Precedent Control Court Dissenting Shareholder Foreign Shareholder General Meeting Governmental Authority the cautionary announcement published by SAMB in the South African Press on Thursday, 8 August 2013; the date on which the last of the Conditions Precedent has been fulfilled or, if applicable, waived; CMW Operations Limited (Registration number 1964/000925/07), a private company registered and incorporated in South Africa; the South African Companies Act, No 71 of 2008, as amended from time to time; Mr Morne Myburgh, ; 123 Burman Road, Deal Party, Port Elizabeth the conditions precedent to which the Sale is subject, as set out in Annexure 6 of this Circular; is as defined in section 2(2)(a) of the Companies Act; any applicable High Court of South Africa or appeal body having relevant jurisdiction; at any relevant time, a SAMB Shareholder who has validly exercised his, her or its Appraisal Rights and demanded, in terms of sections 164(5) to 164(8) of the Companies Act, that SAMB pay him, her or it the fair value of all his, her or its SAMB Shares, for so long as none of the circumstances contemplated in section 164(9) of the Companies Act have occurred in relation to such SAMB Shareholder; a SAMB Shareholder who is a non-resident of South Africa as contemplated in the Exchange Control Regulations; the general meeting of SAMB Shareholders to be held at the CMW Offices, 123 Burman Road, Deal Party, Port Elizabeth at 11h00 on 22 November 2013 (and any adjournment or postponement thereof) to consider and, if deemed fit, approve the Sale and the special and ordinary resolutions recorded in the Notice; any applicable supra-national, national, state, municipal or local government (including any subdivision, court, administrative, trade or regulatory agency or commission or other authority thereof) in each case in any jurisdiction which is responsible for applying national security, foreign investment, exchange control, pharmaceutical/medicines, merger control or other competition or antitrust legislation or regulation in such jurisdiction, including but not limited to: the Competition Authorities and the South African Reserve Bank, along with the authorities before which appeals against the decisions made by any of the foregoing may be brought; 10

12 Income Tax Act the South African Income Tax Act, No 58 of 1962, as amended from time to time; Independent Board the independent committee of directors of SAMB contemplated in Regulation 81(j), consisting of Messrs Arthur Short, AB Hobson and Mark Shires, none of whom hold any shareholding in OVK, constituted for the purpose of the Proposed Transaction as contemplated in Regulation 110; Independent Expert Moore Stephens WK Inc, appointed as independent expert to provide external advice to the SAMB Board and the Independent Board in relation to the Proposed Transaction and Sale in terms of section 114 of the Companies Act and Regulation 110(1); Independent Expert s Report the report prepared by the Independent Expert, as envisaged in terms of Regulation 106 of the Companies Act, applicable to the Sale and contained in this Circular; Last Practicable Date 25 October 2013; Notice OVK OVK Shares Proposed Transaction Rand or R or ZAR Register the notice of the General Meeting incorporated in this Circular; Oos Vrystaat Kaap Bedryf Beperk, a public company with registration number 1999/004070/06 the ordinary issued share capital of OVK, and OVK Share shall mean any one of them; the transaction proposed by OVK to SAMB, under and in terms of which OVK will purchase the Sale Assets from SAMB, all on the terms and conditions as contemplated in the Sale Agreement, which transaction will constitute a disposal of all of the assets of SAMB as contemplated in section 112 of the Companies Act; South African Rand, the official currency of South Africa; SAMB s securities register; Regulations the Companies Regulations, 2011, published in terms of the Companies Act, as applicable from time to time; Requisite Majority in connection (i) with the special resolutions to be adopted at the General Meeting, a majority representing not less than 75% of the voting rights exercised by SAMB Shareholders present in person or by proxy and voting at the General Meeting 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 (ii) with the ordinary resolution to be adopted at the General Meeting, a majority representing not less than 50% of the voting rights exercised by SAMB Shareholders present in person or by proxy and voting at the General Meeting 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; Sale the sale of the Sale Assets by SAMB to OVK; Sale Agreement the agreement entitled Sale Agreement entered into between OVK and SAMB on or about 27 June 2013, which agreement contains the terms and conditions of the Sale. Sale Assets the shares and claims held by SAMB in CMW and the trademark registered in the name of SAMB under trademark number 2002/01137; SAMB or the Company S A Mohair Brokers Limited (Registration number 1993/ /06), a public company incorporated in accordance with the laws of South Africa; SAMB Board or Board of Directors the board of directors of SAMB, as constituted from time to time; SAMB Shareholders means the shareholders of the ordinary issued share capital in SAMB; SAMB Shares ordinary shares in the issued share capital of SAMB; South Africa the Republic of South Africa 11

13 Subsidiary or Subsidiaries shall have the meaning ascribed thereto in the Companies Act, provided that such references shall be deemed to include any company or other body corporate, which if it had been incorporated under the Companies Act, would be a subsidiary as defined therein; Takeover Regulations the provisions set out in chapter 5 of the Regulations, 2011; TRP or Panel VAT Voting Record Date. the Takeover Regulation Panel, established in terms of section 196 of the Companies Act; value added tax, levied in terms of the provisions of the South African Value Added Tax Act, No 89 of 1991, as amended from time to time; and the last time and date to be recorded in the Register in order to be eligible to attend, speak at and vote at the General Meeting (or adjournment or postponement thereof), which date is expected to be on 8 November 2013, or such other date as published in the South African press. 12

14 S A Mohair Brokers Limited (incorporated in the Republic of South Africa) (Registration Number: 1993/004825/06) CIRCULAR TO SAMB SHAREHOLDERS The definitions and interpretations commencing on page 12 of this Circular apply throughout. 1. INTRODUCTION The Cautionary Announcement was published in the South African Press on 8 August 2013, in terms of which SAMB alerted the SAMB Shareholders of a potential transaction which could affect the value of the SAMB Shares. SAMB and OVK entered into the Sale Agreement in relation to the Proposed Transaction on 27 June The Sale Agreement contains provisions relating to the implementation of the Sale as well as the mechanism of how the Purchase Consideration will be paid to SAMB and/or the SAMB Shareholders on behalf of SAMB. The Sale Agreement is not unconditional and is still subject to the Conditions Precedent and the approvals required by the SAMB Shareholders as more fully detailed in this Circular. If the Sale is implemented, each SAMB Shareholder will receive the Purchase Consideration, less costs and expenses incurred by SAMB as well as any tax liabilities, as a distribution from SAMB in proportion to its shareholding in SAMB. Subject to the Sale being approved and all of the Conditions Precedent being fulfilled such that the Sale becomes unconditional, SAMB will be liquidated within a period of 12 (twelve) months from the Closing Date. The finalisation announcement is estimated to be published in the South African press on Monday, 3 February Following the implementation of the Sale, OVK will become the registered and beneficial holder of the Sale Assets and CMW will become a wholly owned subsidiary of OVK. For a full understanding of the detailed legal terms and conditions attaching to the Sale, this Circular should be read in its entirety. 2. PURPOSE OF THIS CIRCULAR The purpose of this Circular is to: provide SAMB Shareholders with information regarding the Sale; provide SAMB Shareholders with the Independent Expert s Report in respect of the Sale prepared in terms of Regulation 90 of the Companies Act; advise SAMB Shareholders of the Independent Board and SAMB Board s recommendation in respect of the Sale (as supported by the Independent Expert s Report); convene the General Meeting to consider and, if deemed fit, approve the resolutions as set out in the Notice; and inform SAMB Shareholders of their Appraisal Rights and the manner in which they should exercise these rights should they wish to do so. 3. RATIONALE FOR THE SALE OVK already holds 80.1% of the shareholding in CMW. Since OVK took management control and became the majority shareholder in CMW by way of a rights issue, it recapitalized CMW, which resulted 13

15 in CMW having a stronger capital base with access to cheaper operational capital and reduced risk through improved cash flow. This together with the availability of OVK s management and other support services, increased CMW s ability to compete in the market, to increase its market share, retain and obtain competent and skilled staff on management and other levels and to supply improved services and financing to its producers. It also caused CMW s financial position to change from extensive losses to profit before tax, in the last 2 financial years of R20,4 million (twenty comma four million rand) and R24,4 million (twenty four comma four million rand) respectively. The SAMB Board have taken cognizance of the financial statements of OVK of the last 3 years and noted that dividends of 27 cents per share, 36 cents per share and 39 cents per share respectively had been paid to OVK shareholders over those financial years. In addition the SAMB Board has also noted from the 2013 Annual Report of OVK, that the price of the OVK Shares have increased since 2009 to the present from R3.94 to R8.45 per OVK Share, representing an increase of 114.4%. These facts, in the view of the SAMB Board, support the fair and reasonableness of the share portion of the Purchase Consideration. 4. BENEFIT OF THE SALE TO THE SAMB SHAREHOLDERS Approval of the Sale will ensure that CMW, as part of the larger OVK group will to the benefit of the producers in the agricultural environment, continue to supply the necessary and most needed competition in the fibre market. As part of the larger OVK group, producers will also benefit from the loyalty initiatives that OVK presents, such as the initiative that producers attain OVK Shares when doing business with the relevant business units within the OVK group. The unaudited pro forma financial information prepared by the directors of SAMB is attached hereto as Annexure 3. PricewaterhouseCoopers is the independent reporting accountant and their limited assurance report on the unaudited pro forma financial information of SAMB is attached in Annexure 3. Moore Stephens WK Inc has indicated that in its view the terms and conditions of the Proposed Transaction are fair and reasonable to the SAMB Shareholders. SAMB has, in addition, to the fair and reasonable report contemplated above, also procured a valuation of the OVK Shares, which report is attached hereto as Annexure 2. Moore Stephens WK Inc has indicated that in its view the value of the share portion of the Purchase Consideration is fair and reasonable to the SAMB Shareholders. 5. TERMS AND CONDITIONS OF THE SALE, SALE CONSIDERATION AND SAMB SHAREHOLDERS RIGHTS In terms of section 112 of the Companies Act, the SAMB Board proposes the Sale as set out in this paragraph 6 between SAMB and the SAMB Shareholders The Sale OVK will, pursuant to the Sale, acquire the Sale Assets from SAMB on the terms and conditions as set out in the Sale Agreement, once the Conditions Precedent have been fulfilled. Upon the Closing Date, SAMB calculate each SAMB Shareholder s portion of the Purchase Consideration and will procure the distribution from thereof to the SAMB Shareholders will advise the SAMB Shareholders as to the distribution of the Purchase Consideration to be made to the SAMB Shareholders. If the Sale takes effect, OVK will pay the cash portion of the Purchase Consideration directly to the SAMB Shareholders (less costs and expenses incurred by SAMB as well as any tax liability) as well as pay the loan made by CMW to SAMB. 14

16 5.2. Conditions Precedent to the Sale The Sale is subject to certain Conditions Precedent which are more fully described in Annexure 6 attached hereto General Meeting The resolutions as set out in the Notice will be put to a vote at the General Meeting to be held at CMW Offices, 123 Burman Road, Deal Party, Port Elizabeth at 11h00 on 22 November 2013 or on any other date to which it may be adjourned or postponed. Each SAMB Shareholder who is registered in the Register on the Voting Record Date for the Sale, may attend, speak at and vote at the General Meeting in person or be represented thereat by proxy. Forms of proxy (green) must be completed in accordance with its instructions and (i) returned to SAMB before 10h00 on 20 November 2013 at the CMW Offices, 123 Burman Road, Deal Party, Port Elizabeth (marked for the attention of the Company Secretary), to be received before the commencement of the General Meeting (or any adjournment or postponement of the General Meeting) or (ii) by handing it to the chairman of the General Meeting before the appointed proxy exercises any of your shareholder rights at the General Meeting (or any adjournment or postponement of the General Meeting), provided that, should you return such form of proxy (green) in terms of (ii) above, you will also be required to furnish a copy of such form of proxy (green) to the chairman of the General Meeting before the appointed proxy exercises any of your shareholder rights at the General Meeting (or any adjournment or postponement of the General Meeting). OVK and any director of OVK that owns SAMB Shares will not be entitled to vote in respect of the resolutions set out in the Notice. If you are a SAMB Shareholder and you wish to oppose the Sale, then you may: vote against the Sale either in person or by proxy at the General Meeting; and/or voice your opinion at the General Meeting Dissenting Shareholders Appraisal Rights SAMB Shareholders are hereby advised of their Appraisal Rights in terms of section 164 of the Companies Act. SAMB Shareholders who wish to exercise their rights in terms of the aforementioned section of the Companies Act are required, before the special resolution to approve the Sale is voted on at the General Meeting, to give notice to SAMB in writing objecting to the resolution in terms of section 164(3) of the Companies Act and to vote against the Sale at the General Meeting. If the resolution approving the Sale is adopted by SAMB, SAMB is required in terms of section 164(4) of the Companies Act, within 10 (ten) Business Days after SAMB adopts the resolution, to send a notice to SAMB Shareholders who gave written notice to SAMB objecting to the special resolution and did not withdraw such written notice or vote in support of the resolution, notifying them that the resolution has been adopted. SAMB Shareholders who gave written notice to SAMB in terms of section 164(3) of the Companies Act (and have not withdrawn that notice), who voted against the resolution approving the Sale and who have complied with all the procedural requirements set out in section 164 may, in terms of sections 164(5) to 164(8) of the Companies Act, within 20 (twenty) Business Days of receiving notice from SAMB in terms of section 164(4) of the Companies Act, send a written demand to SAMB, requiring that SAMB pay them fair value for all of the SAMB Shares held by them and in respect of which they have given the aforesaid written notice 15

17 SAMB Shareholders who wish to obtain further information as to their Appraisal Rights are referred to Annexure 5 of this Circular which contains a full extract of section 164 of the Companies Act Restricted jurisdictions To the extent that the distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of such foreign jurisdiction then this Circular is deemed to have been provided for information purposes only and SAMB nor its boards of director, accept any responsibility for any failure by SAMB Shareholders to inform themselves about, and to observe, any applicable legal requirements in any relevant foreign jurisdiction. SAMB Shareholders who are in doubt as to their position should consult their professional advisers Exclusivity SAMB has undertaken to the Purchaser that it will not during the period from the Signature Date (as contemplated in the Sale Agreement) up until the Closing Date (as contemplated in the Sale Agreement) directly or indirectly enter into negotiations or conclude any agreement with any third party for or in respect of the Sale Assets which would in any way conflict with or detract from the provisions of the Sale Agreement or the transaction contemplated under and in terms of the Sale Agreement Liquidation and Deregistration of SAMB SAMB, in order to protect the proprietary interests in and goodwill of CMW, has undertaken that SAMB is deregistered and to the extent required, liquidated within a period of 12 (twelve) months from the Closing Date (as contemplated in the Sale Agreement) Interests of OVK and OVK directors in SAMB shares OVK currently holds SAMB Shares which constitutes 28.1% of the issued SAMB Shares. Mr BP Erasmus, a member of the board of directors of OVK owns 3600 of the SAMB Shares, which constitutes 0,02% of the issued SAMB Shares. Apart from the above, there are no further members of the board of directors of OVK who own any SAMB Shares Trading in SAMB Shares 6 (six) Months Prior to Offer OVK purchased SAMB Shares which constitutes 28.1% of the issued SAMB Shares on or about 24 April The SAMB share register was then closed on 26 April Apart from the acquisition of SAMB Shares by OVK, there was no further trading in SAMB Shares 6 (six) months prior to the offer Financial Information of SAMB Historical financial information of SAMB for the three financial years ended 2011, 2012 and 2013 is provided in Annexure 7 to this Circular Independent Board The Independent Board comprises Messrs Arthur Short, AB Hobson and Mark Shires, being directors of SAMB whom the SAMB Board has indicated are independent directors in terms of Regulation 81(j) of the Regulations and held as at the Last Practicable Date The Views of the Independent Board and the SAMB Board on the Sale 16

18 Having regard to the benefit of the Sale to the SAMB Shareholders as detailed above and after due consideration of the Independent Expert s Report, the Independent Board has determined that it will place reliance on the valuation performed by the Independent Expert for the purposes of reaching its own opinion regarding the Sale as contemplated in Regulation 110(3)(b) of the Regulations. The Independent Board has formed a view of the range of the fair value of the OVK Shares, which accords with the valuation range contained in the Independent Expert s report, in considering its opinion and recommendation. The Independent Board has considered the following factors which are difficult to quantify or are unquantifiable (as contemplated in Regulation 110(6) of the Regulations) in forming its opinion: the factors identified in the Independent Expert s report; the ability of SAMB to enforce the terms of the Sale against OVK; and the likelihood of the Conditions Precedent being timeously fulfilled and the Sale becoming operative. Taking into account the Independent Expert s Report, the Independent Board has considered the terms and conditions of the Sale, and the members of the Independent Board are unanimously of the opinion that the terms and conditions thereof are fair and reasonable to SAMB Shareholders and, accordingly, recommend that SAMB Shareholders vote in favour of the Sale at the General Meeting. Each of the remaining members of the SAMB Board recommends that SAMB Shareholders vote in favour of the Sale at the General Meeting and accordingly, the SAMB Board unanimously recommends that SAMB Shareholders vote in favour of the Sale at the General Meeting SAMB Share Capital At the date of this Circular, the issued share capital of SAMB is SAMB Shares Fair and Reasonable The Independent Expert s Report prepared in accordance with Regulation 90 of the Companies Act is provided in Annexure 1 to this Circular. Copies of section 115 and section 164 of the Companies Act are provided in Annexures 4 and 5 to this Circular, respectively. Having considered the terms and conditions of the Sale and based on the conditions set out in its report, the Independent Expert has concluded that the terms and conditions of the Sale are fair and reasonable to SAMB Shareholders Independent Board Responsibility Statement The Independent Board accepts responsibility for the information contained in this Circular which relates to SAMB and confirms that, to the best of its knowledge and belief, such information which relates to SAMB is true and the Circular does not omit anything likely to affect the importance of such information SAMB Responsibility Statement The SAMB Board accepts responsibility for the information contained in this Circular which relates to SAMB and confirms that, to the best of its knowledge and belief, such information which relates to SAMB is true and the Circular does not omit anything likely to affect the importance of such information Application of Regulations 106(4)(d)-(f) 17

19 The provisions of Regulations 106(4)(d)-(f) (inclusive) are not applicable to the Proposed Transaction and as such have been omitted from this circular Documents Available For Inspection The following documents will be available for inspection at SAMB s registered office from the date of posting of this Circular until the end of the General Meeting: the consolidated annual financial statements of the SAMB Group for the 3 (three) financial years ended 2011, 2012, 2013 ; the consolidated annual financial statements of the OVK Group for the 3 (three) financial years ended 2011, 2012, 2013; independent reporting accountants limited assurance report on the unaudited pro forma financial information of SAMB; the consent letter from the independent reporting accountants; the constitutional documents (including the memoranda of incorporation) of SAMB; a signed copy of the Sale Agreement; a signed copy of this Circular; the signed Independent Expert s Report; and a copy of an approval letter in respect of the Sale issued by the Panel. SIGNED ON BEHALF OF THE INDEPENDENT BOARD SIGNED ON BEHALF OF SAMB BOARD 18

20 Annexure 1 INDEPENDENT EXPERT S REPORT IN RESPECT OF THE PURCHASE CONSIDERATION 19

21 Annexure 2 INDEPENDENT EXPERT S REPORT IN RESPECT OF THE OVK SHARES 20

22 Annexure 3 UNAUDITED PRO FORMA INCOME AND BALANCE SHEET AND INDEPENDENT REPORTING ACCOUNTANT S ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION OF SAMB 21

23 Annexure 4 COPY OF SECTION 115 OF THE COMPANIES ACT Section 115: Required approval for transactions contemplated in Part A (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 Sale of arrangement, unless: (a) the disposal, amalgamation or merger, or Sale 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) (ii) (iii) dispose of all or the greater part of its assets or undertaking; amalgamate or merge with another company; or implement a Sale of arrangement, the Panel has issued a compliance certificate 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) (b) 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, or any higher percentage as may be required by the company s Memorandum of Incorporation, as contemplated in section 64(2); and 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) (ii) (iii) the holding company is a company or an external company; the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and having regard to the consolidated financial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and (c) 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, within five business days after the vote, any person who voted against the resolution requires the company to seek court approval; or (b) the court, on an application within 10 business days after the vote 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) required to be present, or actually present, in determining whether the applicable quorum requirements are satisfied; or 22

24 (b) required to be voted in support of a resolution, or actually voted in support of the resolution. (4A) In subsection (4), act in concert has the meaning set out in section 117(1)(b). (5) If a resolution requires approval by a court as contemplated in terms of subsection (3)(a), the company must either: (a) (b) within 10 business days after the vote, apply to the court for approval, and bear the costs of that application; or 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) (b) is acting in good faith; 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) (b) the resolution is manifestly unfair to any class of holders of the company s securities; or 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) (b) notified the company in advance of the intention to oppose a special resolution contemplated in this section; and 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) (b) (c) (d) (e) (f) the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction; 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. 23

25 Annexure 5 COPY OF SECTION 164 OF THE COMPANIES ACT 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) (b) 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 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) (b) gave the company a written notice of objection in terms of subsection (3); and has neither: (i) (ii) withdrawn that notice; or 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: (b) (c) (i) (ii) sent the company a notice of objection, subject to subsection (6); and 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; the company has adopted the resolution contemplated in subsection (2); and the shareholder: (i) (ii) voted against that resolution; and 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 also be delivered to the Panel, and must state: (a) (b) (c) the shareholder s name and address; the number and class of shares in respect of which the shareholder seeks payment; and a demand for payment of the fair value of those shares. (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 24

26 (b) (c) (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b); the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or the company, by a subsequent special resolution, 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) (b) (c) the day on which the action approved by the resolution is effective; the last day for the receipt of demands in terms of subsection (7)(a); or 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 (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 (b) the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and: (i) (ii) tendered the share certificates; or 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) (b) (c) 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; 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; (ii) (iii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16); in its discretion may: (aa) (bb) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or allow a reasonable rate of interest on the amount payable to each dissenting 25 55

27 (iv) (v) shareholder from the date the action approved by the resolution is effective, until the date of payment; 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 must make an order requiring: (aa) (bb) the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13)(a); and 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. (15A) At any time until the court has made an order contemplated in subsection (15)(c)(v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case: (a) that shareholder must comply with the requirements of subsection 13(a); and (b) the company must comply with the requirements of subsection 13(b). (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) (b) the company may apply to a court for an order varying the company s obligations in terms of the relevant subsection; and the court may make an order that: (i) (ii) is just and equitable, having regard to the financial circumstances of the company; and 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) (b) expressly provided in this section; or 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. 26

28 Annexure 6 CONDITIONS PRECEDENT TO THE SALE The following are suspensive conditions to the Sale, the text in bold confirms the status of the relevant suspensive condition: 1. that OVK's board of directors confirms that it remains willing to continue with the transaction detailed in the Sale Agreement despite the additional requirements which may be imposed by the Panel (This resolution has been passed 29 October 2013). 2. that SAMB's board of directors approves of the entering into of the Sale Agreement and the transaction/s contemplated thereby by way of a board resolution (This resolution has been passed on 26 June 2013); 3. that SAMB has obtained the necessary approvals from its shareholders to authorise the board of directors of SAMB to 3.1 finally determine the amount of each Members Claim (as contemplated in the Sale Agreement) in its sole discretion (This will occur after the General Meeting and is subject to the Sale being approved by the SAMB Shareholders); and 3.2 make distributions of any unclaimed amounts to the members of SAMB in proportion to their shareholding in SAMB after having excluded untraceable members shareholding for purposed of calculation of each member s proportional shareholding (Parties currently discussing mechanics of this and alternate solutions); 3.3 amend its constitutional documents in order that any Members Claims not claimed by shareholders within 6 (six) months from closing date for payment pursuant to clause of the Sale Agreement, shall be forfeited in favour of SAMB (Parties currently discussing mechanics of this and alternate solutions); 4. that OVK receives from SAMB, written confirmation and proof that the provisions of section 34 of the Insolvency Act, 1936 ("Insolvency Act") have been complied with, such confirmation and proof must further confirm that SAMB has adhered to the required time periods and publication requirements as set forth in section 34 of the Insolvency Act (This Condition Precedent has been waived in accordance with the provisions of the Sale Agreement); 5. that SAMB obtains the necessary approvals from its shareholders in terms of the Companies Act (including but not limited to those contemplated in sections 112 and 115 of the Companies Act) (These resolutions are attached hereto and will require approval at the General Meeting) ; 6. that the Panel has issued a notice of exemption in terms of section 119(6) of the Companies Act in respect of the Proposed Transaction and in the event that the Panel does not issue such exemption notice, confirmation that the Panel is satisfied with a partial compliance of the Take-over Regulations (The Panel has issued a compliance certificate in this regard); 7. SAMB, acting through its independent board, must have issued a circular to its shareholders, containing such information as may be required by the shareholders to make an informed decision in respect of the proposed transaction (in including but not limited to the information contemplated in section 106(7) of the Take-over Regulations) within the period prescribed by the Panel (This Condition Precedent is satisfied by the issuing of this Circular); 8. the Parties must have complied with such other requirements as may be determined by the Panel, within the period prescribed by the Panel (OVK and SAMB representative have met with the Panel and are complying with the requirements determined by the Panel in respect of the Sale); 9. SAMB, acting through its independent board, has obtained a fair and reasonable opinion from an independent expert (as contemplated in sections 90 and 110 of the Take-over Regulations) which indicates that the purchase consideration payable is both fair and reasonable (The opinion has been attached to this Circular); 27

29 10. OVK having delivered a letter from its bank, confirming that OVK has sufficient funds to make payment of the purchase consideration, and a letter from its auditors confirming that OVK (or any of its Affiliates) has sufficient ordinary shares in OVK available to it to fulfil its obligations under the Sale Agreement (Such letter has been issued) 11. OVK and Seller receive copies of the following resolutions passed by the CMW board of directors: 11.1 a resolution approving the registration of the transfer from SAMB to OVK or its nominee for registration of SAMB s share 11.2 a resolution approving the registration in CMW's securities register of OVK or its nominee as the holder of the shares contemplated above; 11.3 a resolution approving the appointment to the Company s board of directors of all the persons nominated by OVK as its nominees for the board; and 11.4 a resolution approving the cession of the Member Claims and of the Trade Mark (as contemplated in the Sale Agreement to OVK) (This resolution has been drafted and is subject to the approval of the Sale by the SAMB Shareholders in terms of this General Meeting). 28

30 Annexure 7 HISTORICAL FINANCIAL INFORMATION OF SAMB 29

31 NOTICE CONVENING GENERAL MEETING If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your banker, attorney, accountant or other professional adviser immediately. All terms used in this notice of General Meeting shall, unless the context otherwise requires or they are otherwise defined herein, have the meaning attributed to them in the Circular to which this notice of General Meeting is attached. A. NOTICE Notice is hereby given to SAMB Shareholders as at the record date of 8 November 2013, that a general meeting ( General Meeting ) of shareholders of the Company ( SAMB Shareholders or Shareholders ), will be held at CMW Offices, 123 Burman Road, Deal Party, Port Elizabeth at 11h00 on 22 November 2013 for the purpose of considering, and, if deemed fit, passing, with or without modification, the special and ordinary resolutions set out hereafter. B. WHO MAY ATTEND AND VOTE? Record Date The SAMB Board determined that, in terms of section 62(3)(a), read with section 59 of the Companies Act, the Voting Record Date, being the date on which SAMB Shareholders who are entitled to attend, speak at and vote at the General Meeting will be determined, will be 8 November Attending in person or by proxy you may attend the General Meeting in person; or alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy (green) in accordance with the instructions contained therein and returning it to the Company at its registered address or to the Company Secretary to be received at any time before the commencement of the General Meeting (or any adjournment or postponement thereof) or by handing it to the chairman of the General Meeting before the appointed proxy exercises any of your shareholder rights at the General Meeting (or any adjournment or postponement of the General Meeting). A proxy need not be a shareholder of the Company but must be a natural person. Identification 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 shareholder or as proxy for a shareholder) has been reasonably verified. Accordingly, all General Meeting participants will be required to provide reasonably satisfactory identification to the chairperson of the General Meeting in order to participate in and vote at the General Meeting. Voting On a show of hands, every SAMB Shareholder who is present in person, by proxy or represented at the General Meeting shall have one vote (irrespective of the number of ordinary shares held) and on a poll, every SAMB Shareholder shall have that proportion of the total votes in the Company which the aggregate amount of the nominal value of the ordinary shares held by that Shareholder bears to the aggregate of the nominal value of all the SAMB Shares issued by the Company. C. PURPOSE OF THE GENERAL MEETING The purpose of the General Meeting is to consider and if deemed fit, pass with or without modification the resolutions set out below. 30

32 SPECIAL RESOLUTION NUMBER 1: APPROVAL OF THE SALE IN TERMS OF SECTIONS 112 AND 115 OF THE COMPANIES ACT Resolved that, subject to the fulfilment or waiver of the conditions precedent (or such conditions precedent being deemed to be pro non scripto) set out in Annexure 6 of the Circular to SAMB Shareholders dated 31 October 2013 to which this notice convening the General Meeting is attached, the disposal of the greater part of the assets (as contemplated in section 112 of the Companies Act) of SAMB to OVK in terms of the Sale Agreement (as contemplated in the Circular to which this notice is attached), is hereby approved. SPECIAL RESOLUTION NUMBER 2: AMENDMENT OF THE MEMORANDUM OF INCORPORATION OF SAMB IN TERMS OF SECTION 16 OF THE COMPANIES ACT Resolved that, subject to the fulfilment or waiver of the conditions precedent (or such conditions precedent being deemed to be pro non scripto) set out in Annexure 6 of the Circular to SAMB Shareholders dated 31 October 2013 to which this notice convening the General Meeting is attached, the amendment to the memorandum of incorporation of SAMB in terms of section 16 of the Companies Act to the effect that a new paragraph 100 be inserted as follows The SAMB Board may from time to time calculate the extent of claims of any SAMB Shareholders against SAMB and may make distributions to SAMB Shareholders in accordance with such calculations; and limit the period within which a SAMB Shareholder may institute a claim in respect of any claim it may have against SAMB in its capacity as shareholder, to a period of 6 (six) months from the payment or distribution to SAMB Shareholders of any portion of the Purchase Consideration. The reason for and rationale behind the special resolution is to authorize the SAMB board of directors to calculate the value of the claims of SAMB Shareholders against SAMB and to limit the period within which a SAMB Shareholder may institute a claim in respect of any claim it may have against SAMB in its capacity as shareholder, to a period of 6 (six) months from the payment or distribution to a SAMB Shareholder of any portion of the Purchase Consideration. The quorum requirement for the Special Resolutions to be adopted is sufficient persons being present in person or by proxy to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on such special resolution. In terms of section 62(3)(c) of the Companies Act, the percentage of voting rights required for the Special Resolutions to be adopted is at least 75% of the voting rights exercised on such special resolution. ORDINARY RESOLUTION NUMBER 1: AUTHORITY GRANTED TO DIRECTORS Resolved that each director of SAMB be and is hereby individually authorised to sign all such documents and do all such other things as may be necessary or desirable for or incidental to the implementation of Special Resolution Number 1 and 2. In terms of section 62(3)(c) of the Companies Act, the percentage of voting rights required for Ordinary Resolution Number 1 to be adopted is more than 50% of the voting rights exercised on such ordinary resolution. D. APPRAISAL RIGHTS FOR DISSENTING SHAREHOLDERS In terms of section 164 of the Companies Act, at any time before Special Resolution Number 1 as set out in this notice convening the General Meeting is voted on, a SAMB Shareholder may give the Company a written notice objecting to Special Resolution Number 1. Within 10 Business Days after the Company has adopted Special Resolution Number 1, the Company must send a notice to SAMB Shareholders that Special Resolution Number 1 has been adopted to each Shareholder who: 31

33 gave the Company a written notice of objection as contemplated above; and has neither withdrawn that notice nor voted in support of Special Resolution Number 1. A SAMB Shareholder may demand that the Company pay the Shareholder the fair value for all of the SAMB Shares of the Company held by that person if: the SAMB Shareholder has sent the Company a written notice of objection; the Company has adopted the Special Resolution Number 1; and SAMB Shareholder voted against the Special Resolution Number 1 and has complied with all of the procedural requirements of section 164 of the Companies Act. A copy of section 164 of the Companies Act is set out in Annexure 5 to the Circular to which this notice convening the General Meeting is attached. Further detail regarding the process and consequences of a SAMB Shareholder exercising its Appraisal Rights are set out in paragraph 6.13 of the Circular. By order of the SAMB Board Company Secretary 31 October 2013 Registered office S A Mohair Brokers Limited 123 Burman Road Deal Party Port Elizabeth

34 Annexure GM 1 SUMMARY OF APPLICABLE RIGHTS ESTABLISHED IN SECTION 58 OF THE COMPANIES ACT For purposes of this summary, the term shareholder shall have the meaning ascribed thereto in section 57(1) of the Companies Act. 1. At any time, a shareholder of a company is entitled to appoint any individual, including an individual who is not a shareholder of that company, as a proxy to participate in, speak and vote at, a shareholders meeting on behalf of the shareholder. 2. A proxy appointment must be in writing, dated and signed by the relevant shareholder. 3. Except to the extent that the memorandum of incorporation of a company provides otherwise: 3.1 a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such shareholder; and 3.2 a copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other person on behalf of the relevant company, before the proxy exercises any rights of the shareholder at a shareholders meeting. 4. Irrespective of the form of instrument used to appoint a proxy: 4.1 the appointment of the proxy is suspended at any time and to the extent that the shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company; and 4.2 should the instrument used to appoint a proxy be revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the relevant company. 5. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy s authority to act on behalf of the relevant shareholder as of the later of the date: 5.1 stated in the revocation instrument, if any; or 5.2 upon which the revocation instrument is delivered to the proxy and the relevant company. 6. Should the instrument appointing a proxy or proxies have been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company s memorandum of incorporation to be delivered by such company to the shareholder must be delivered by such company to: 6.1 the shareholder, or 6.2 the proxy or proxies if the shareholder has in writing directed the relevant company to do so and has paid any reasonable fee charged by the company for doing so. 7. proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the memorandum of incorporation of the relevant company or the instrument appointing the proxy provides otherwise. 8. If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy: 8.1 such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended to be exercised and must bear a reasonably prominent summary of the rights established by section 58 of the Companies Act; 8.2 the company must not require that the proxy appointment be made irrevocable; and 8.3 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act (see paragraph 5 above). 33

35 S A Mohair Brokers Limited (incorporated in the Republic of South Africa) (Registration Number: 1993/004825/06) ( SAMB or the Company ) FORM OF PROXY I/We (full name/s in block letters) of (address) being the holders of (see note): shares in the capital of SAMB, and entitled to vote, do hereby appoint 1. or failing him/her, 2. or failing him/her, 3.the chairman of the General Meeting, as my/our proxy to represent and act for me/us at the General Meeting for purposes of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof; and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of SAMB registered in my/our name in accordance with the following instructions: Number of shares Special Resolution Number 1 Approval of the Sale and related transactions in terms of sections 112 and 115 of the Companies Act Special Resolution Number 2 Approval of amendment to memorandum of incorporation Ordinary Resolution Number 1 Authority granted to directors For Against Abstain Please indicate in the appropriate spaces provided above how you wish your vote to be cast. If no indication is given, the proxy will be entitled to vote or abstain as he/she deems fit. Signed at on 2013 Telephone number Cellphone number Signature Assisted by (where applicable) 34

36 Notes to the form of proxy: 1. A shareholder entitled to attend and vote may insert the name of a proxy or the names of two alternative proxies of the shareholder s choice in the space/s provided, with or without deleting the chairman of the General Meeting, but any such deletion or insertion must be initialled by the shareholder. Any insertion or deletion not complying with the foregoing will, subject to 10, be declared not to have been validly effected. A proxy need not be a shareholder of SAMB. The person whose name stands first on the form of proxy and who is present at the 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 chairman of the meeting. 2. Please note that the person presiding at the meeting must be reasonably satisfied that the right of that person to participate and vote, either as a shareholder, or as a proxy for a shareholder, has been reasonably verified. Accordingly, meeting participants (including shareholders and proxies) must provide satisfactory identification. 3. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each share held. A shareholder s instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by the shareholder in the appropriate box(es). An X in the appropriate box indicates the maximum number of votes exercisable by that shareholder. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the meeting as he/she deems fit in respect of all the shareholder s votes. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by his/her/its proxy, but the total of the votes cast and in respect of which abstention is recorded, may not exceed the maximum number of votes exercisable by the shareholder or by his/her proxy. 4. The proxy shall (unless this sentence is struck out and countersigned) have the authority to vote, as he/she deems fit, on any other resolution which may validly be proposed at the meeting, including in respect of any proposed amendment to the above resolutions. If the aforegoing sentence is struck out, the proxy shall be deemed to be instructed to vote against any such proposed additional resolution and/or proposed amendment to an existing resolution as proposed in the notice to which this form is attached. 5. A vote given in terms of an instrument of proxy shall be valid in relation to the meeting notwithstanding the death of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the vote is given, unless an intimation in writing of such death, revocation or transfer is received by the transfer secretaries not less than 48 (forty eight) hours before the commencement of the meeting. 6. The chairman of the meeting may reject or accept any form of proxy which is completed and/or received other than in compliance with these notes. 7. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the 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. 8. Documentary evidence establishing the authority of a person signing the form of proxy in a representative or other legal capacity must be attached to this form of proxy, unless previously recorded by SAMB or unless this requirement is waived by the chairman of the meeting. 9. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by SAMB. 10. Where there are joint holders of shares: Any one holder may sign the form of proxy. The vote(s) of the senior shareholders (for that purpose seniority will be determined by the order in which the names of shareholders appear in SAMB s register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s). 15. Any alteration or correction made to this form of proxy, other than the deletion of alternatives, must be initialled by the signatory/ies. 16. A proxy may not delegate his/her authority to act on behalf of the shareholder, to another person 35

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61 The Board of Directors SA Mohair Brokers Limited 123 Burman Road Deal Party Port Elizabeth October 2013 Dear Sirs Independent reporting accountants assurance report on the compilation of pro forma financial information of SA Mohair Brokers Limited ( SAMB or the Company ) Introduction SAMB is issuing a circular to its shareholders ( the Circular ) regarding sale of its investment in CMW Operations Proprietary Limited to Oos Vrystaat Kaap Bedryf Beperk ( the Proposed Transaction ). At your request and for the purposes of the Circular to be dated on or about 31 October 2013, we present our assurance report on the compilation of the pro forma financial information of SAMB by the directors. The pro forma financial information, presented in Annexure 3 to the Circular, consists of the pro forma statement of financial position as at 28 February 2013, the pro forma statement of comprehensive income for the year ended 28 February 2013 and the pro forma financial effects ( the pro forma financial information ). The applicable criteria on the basis of which the directors have compiled the pro forma financial information are specified in the Circular. The pro forma financial information has been compiled by the directors to illustrate the impact of the Proposed Transaction on the company s reported financial position as at 28 February 2013, and the company s financial performance for the period then ended, as if the Proposed Transaction had taken place at 1 March 2012and for the period then ended, respectively. As part of this process, information about the company s financial position and financial performance has been extracted by the directors from the company s financial statements for the period ended 28 February 2013, on which an auditor s report was issued on 31 August Directors Responsibility The directors of SAMB are responsible for the compilation, contents and presentation of the pro forma financial information on the basis of the applicable criteria described in the Circular. The directors of SAMB are also responsible for the financial information from which it has been prepared. PricewaterhouseCoopers Advisory Services (Pty) Ltd, Reg. no. 1999/024417/07 2 Eglin Road, Sunninghill 2157, Private Bag X36, Sunninghill 2157, South Africa T: +27 (11) , F: +27 (11) , J G Louw National Advisory Leader The Company's principal place of business is at 2 Eglin Road, Sunninghill where a list of directors' names is available for inspection. PricewaterhouseCoopers Inc is an authorised financial services provider.

62 SA Mohair Brokers Limited Independent Reporting Accountants Report on the Pro Forma Financial Information 28 October 2013 Reporting Accountant s Responsibility Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements1 and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the Circular. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information. As the purpose of pro forma financial information included in a circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 2 of 3

63 SA Mohair Brokers Limited Independent Reporting Accountants Report on the Pro Forma Financial Information 28 October 2013 Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria described in the Circular. Yours faithfully PricewaterhouseCoopers Inc Director: L Rossouw Registered Auditor 3 of 3