THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 7 of this Circular apply to this front cover. Action required: If you are in any doubt as to what action you should take arising from this Circular, please consult your broker, CSDP, banker, accountant, attorney or other professional adviser immediately. If you have disposed of all your Shares, please forward this Circular to the purchaser of such Shares or to the broker, CSDP, banker, accountant, attorney or other agent through whom the disposal was effected. Shareholders are referred to page 3 of this Circular, which sets out the action required by them. Compu-Clearing does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or broker including, without limitation, any failures on the part of the CSDP or broker of any beneficial owner of the Shares to notify such beneficial owner of the Proposed Transaction set out in this Circular. Compu-Clearing Outsourcing Limited (Incorporated in the Republic of South Africa) (Registration number 1998/015541/06) Share code: CCL ISIN: ZAE Wisetechglobal Proprietary Limited (Incorporated in the Republic of South Africa) (Registration number 2012/181360/07) Circular to Shareholders regarding: the Scheme in terms of sections 114 and 115 of the Companies Act proposed by the Compu- Clearing Board between Compu-Clearing and its Shareholders, in terms of which, if implemented, WiseTech Global will acquire all of the Scheme Shares from the Scheme Participants for the Scheme Consideration, being a cash consideration of R5.50 per Scheme Share; the subsequent delisting of Compu-Clearing Shares from the main board of the JSE ; and a general offer by WiseTech Global to Compu-Clearing s Shareholders if the Scheme is not implemented for any reason, and incorporating: a report prepared by the Independent Expert in terms of section 114(3) of the Companies Act; extracts of section 115 of the Companies Act dealing with the approval requirements for the Scheme and section 164 of the Companies Act dealing with Dissenting Shareholders appraisal rights; a notice convening a general meeting of Shareholders; a form of proxy for use by Certificated Shareholders and Dematerialised Shareholders with ownname registration only (yellow); and a surrender and transfer form in respect of the Scheme for use by Certificated Shareholders only (pink). Corporate Adviser and Transaction Sponsor to Compu-Clearing Legal Adviser to Compu-Clearing Independent Expert Legal Adviser to WiseTech Global Sponsor to Compu-Clearing Date of issue: Wednesday, 22 July 2015 This Circular is available in English only. Copies may be obtained from the Registered Office at the address set out in the Corporate information and advisers section of this Circular from Wednesday, 22 July 2015 until the date of the Scheme Meeting, and on Compu- Clearing s website hosted at from Wednesday, 22 July 2015.

2 CORPORATE INFORMATION AND ADVISERS Information relating to Compu-Clearing Company Secretary, Compu-Clearing Registration Number and Registered Office Mr Craig Brighten (Bidvest Corporate Services Proprietary Limited) (Registration number 1998/015541/06) 7 Drome Road Lyndhurst Johannesburg (PO Box , Lyndhurst, 2106) Website: Date of incorporation: 8 July 1998 Place of incorporation: South Africa Legal Adviser Fluxmans Inc. (Registration number 2000/024775/21) 30 Jellicoe Avenue Rosebank Johannesburg (Private Bag X41, Saxonwold, 2132) Sponsor Sasfin Capital (a division of Sasfin Bank Limited) (Registration number 1951/002280/06) 29 Scott Street Waverley (PO Box 95105, Grant Park, 2051) Information relating to WiseTech Global Registration Number and Registered Office (Registration number 2010/010724/07) 6th Floor, Grant Thornton House 119 Hertzog Boulevard Foreshore Cape Town Corporate Adviser and Sponsor Grindrod Bank Limited (Registration number 1994/007994/06) 4th Floor, Grindrod Tower 8A Protea Place Sandton (PO Box 78011, Sandton, 2146) Independent Expert Mazars Corporate Finance Proprietary Limited (Registration number 2003/029561/07) Mazars House 5 St David s Place, Parktown (PO Box 6697, Johannesburg, 2000) Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) Ground Floor 70 Marshall Street Johannesburg (PO Box 61763, Marshalltown, 2107) Legal Adviser Webber Wentzel 10 Fricker Road Illovo Boulevard Johannesburg (PO Box 61771, Marshalltown, 2107)

3 TABLE OF CONTENTS Page Corporate information and advisers Inside front cover Important legal notes 2 Action required by Shareholders 3 Important dates and times 6 Definitions and interpretations 7 Circular to Shareholders 1 Introduction 11 2 Purpose of this Circular 11 3 The Proposed Transaction 12 4 The Scheme 13 5 Shareholders commitments 17 6 Historical financial information of Compu-Clearing 18 7 Exchange Control Regulations 18 8 Suspension and termination of Compu-Clearing s listing 19 9 WiseTech Global and WiseTech Global Directors interests in Compu-Clearing Compu-Clearing s and Compu-Clearing Directors interests in WiseTech Global Agreements Implementation Agreement Compu-Clearing Directors Responsibility statement Consents Governing law Documents available for inspection 22 Annexure 1 Independent Expert s opinion 23 Annexure 2 Historical financial information of Compu-Clearing 26 Annexure 3 Extracts from the Companies Act 34 Notice of general meeting 39 Form of proxy (yellow) Form of surrender and transfer (pink) Attached Attached 1

4 IMPORTANT LEGAL NOTES Applicable laws The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Circular is released, published or distributed should familiarise themselves with and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This Circular does not constitute the solicitation of an offer to purchase shares or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful. The Scheme, which is the subject of this Circular, may be affected by the laws of the relevant jurisdictions of non-resident Shareholders. Such non-resident Shareholders should familiarise themselves with and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any non-resident Shareholder to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Scheme, 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 release, publication or distribution of this Circular in jurisdictions other than South Africa, the payment of any transfer or other taxes or other requisite payments due to such jurisdiction. The Scheme is governed by the laws of South Africa and is subject to any applicable laws and regulations, including but not limited to the Companies Act and the regulations published thereunder, and 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. Any Shareholder who is in doubt as to their position, including, without limitation, their tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Forward-looking statements This Circular may contain statements about Compu-Clearing that are or may be forward-looking in nature. All statements, other than statements of historical facts included in this Circular, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words targets, plans, believes, expects, aims, intends, will, may, anticipate, or similar expressions or the negative thereof are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Compu-Clearing operations; and (iii) the effect of government regulation on Compu-Clearing businesses. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Compu-Clearing, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forwardlooking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of Compu-Clearing and the environment in which it will operate in the future. All subsequent oral or written forward-looking statements attributable to Compu-Clearing or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Compu-Clearing expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. Forward-looking statements contained in this Circular have not been reviewed or reported on by Compu- Clearing s external auditors. 2

5 ACTION REQUIRED BY SHAREHOLDERS The definitions and interpretations commencing on page 7 of this Circular apply to this Action required by Shareholders section. Please take careful note of the following provisions regarding the action required by Shareholders: 1. If you are in any doubt as to what action you should take arising from this Circular, please consult your broker, CSDP, banker, attorney, accountant or other professional adviser immediately. 2. If you have disposed of all of your Shares, this Circular should be handed to the purchaser of such Shares or to the broker, CSDP, banker, attorney or other agent through whom the disposal was effected. 3. This Circular contains information relating to the Scheme. You should carefully read through this Circular and decide how you wish to vote on the Resolutions to be proposed at the Scheme Meeting. 4. The Scheme Meeting, convened in terms of the notice incorporated in this Circular, will be held at Compu- Clearing s Registered Office, 7 Drome Road, Lyndhurst, Johannesburg on Thursday, 20 August 2015, commencing at 10: IF YOU HOLD DEMATERIALISED SHARES 5.1 The Scheme Meeting Own-name registration You are entitled to attend in person, or be represented by proxy at, the Scheme Meeting. If you are unable to attend the Scheme Meeting but wish to be represented thereat, you must complete and return the attached form of proxy (yellow), in accordance with the instructions contained therein, to the Transfer Secretaries as follows, to be received by them by no later than 10:00 on Tuesday, 18 August 2015: Hand deliveries to: Postal deliveries to: Computershare Investor Services Proprietary Limited Ground Floor 70 Marshall Street Johannesburg, 2001 Computershare Investor Services Proprietary Limited PO Box Marshalltown, 2107 Own-name shareholders can also submit their completed proxy forms, via to proxy@computershare.co.za or via fax to Other than own-name registration You must advise your CSDP or broker timeously if you wish to attend, or be represented at, the Scheme Meeting. If you do wish to attend or be represented at the Scheme Meeting, your CSDP or broker will be required to issue the necessary letter of representation to you to enable you to attend or to be represented at the Scheme Meeting. You must not complete the attached form of proxy (yellow). If you cannot or do not wish to attend, or appoint a proxy to represent you at the Scheme Meeting, you should notify your CSDP or broker, in the manner and subject to the cut-off time stipulated in the agreement governing your relationship with your CSDP or broker, of your instructions as regards exercising the voting rights attaching to your Shares at the Scheme Meeting. If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and provide them with your voting instruction. If your CSDP or broker does not obtain an instruction from you, they will be obliged to act in terms of your mandate furnished to them. 3

6 5.2 The Scheme If the Scheme becomes unconditional and operative, Scheme Participants holding Dematerialised Shares, irrespective of whether they voted in favour of the Scheme Resolution, will have their accounts at their CSDP or broker debited with their Shares and credited with the Scheme Consideration Scheme Participants holding Dematerialised Shares must not complete the attached Form of Surrender and Transfer (pink). 6. IF YOU HOLD CERTIFICATED SHARES 6.1 The Scheme Meeting You are entitled to attend, or be represented by proxy at the Scheme Meeting. If you are unable to attend the Scheme Meeting, but wish to be represented thereat, you must complete and return the attached Form of Proxy (yellow), in accordance with the instructions contained therein, to the Transfer Secretaries as follows, to be received by them by no later than 10:00 on Tuesday, 18 August 2015: Hand deliveries to: Postal deliveries to: Computershare Investor Services Proprietary Limited Ground Floor 70 Marshall Street Johannesburg, 2001 Computershare Investor Services Proprietary Limited PO Box Marshalltown, 2107 Certificated shareholders can also submit their completed proxy forms, via to or via fax to The Scheme Certificated Shareholders are required to surrender their original Documents of Title (copies will not be accepted), under cover of the Form of Surrender and Transfer (pink), to the Transfer Secretaries, by hand delivery or postal delivery only, to the addresses contained on the Form of Surrender and Transfer, in order to claim the Scheme Consideration. If a Scheme Participant s Documents of Title have been lost or destroyed, please see note 6 of the Form of Surrender and Transfer (pink) attached to this Circular Certificated Shareholders who anticipate the implementation of the Scheme are requested to surrender their original Documents of Title to the Transfer Secretaries, to be received by them by no later than 12:00 on the Scheme Record Date Documents of Title so received will be held in trust by the Transfer Secretaries pending the Scheme being implemented Certificated Shareholders will not be able to trade their Shares from the date of surrender of the Documents of Title in respect of such Shares Should the Scheme be approved and become unconditional, Certificated Shareholders who have not already surrendered their Documents of Title will be required to do so under the attached Form of Surrender and Transfer (pink) which should be retained for that purpose, as no further form of surrender and transfer will be circulated to Certificated Shareholders. Additional copies may be requested from the Transfer Secretaries at the address set out in the Corporate information and advisers section of this Circular If the Scheme is approved and becomes unconditional, Scheme Participants holding Certificated Shares whose Documents of Title have been received by the Transfer Secretaries before or on 12:00 on the Scheme Record Date will receive the Scheme Consideration on or about the Scheme Implementation Date, as detailed more fully in paragraph 4.4 of the Circular. Scheme Participants who surrender their Documents of Title after 12:00 on the Scheme Record Date will receive the Scheme Consideration within five Business Days of receipt by the Transfer Secretaries of their Documents of Title, as detailed more fully in paragraph 4.4 of the Circular. 4

7 6.2.7 In the event that the Scheme is not approved, Documents of Title will be returned to Certificated Shareholders, by registered post, at the risk of the recipient, within 5 (five) Business Days of either the date upon which it becomes known that the Scheme will not become operative or receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is later. In the case where the relevant Documents of Title are restrictively endorsed in terms of the Exchange Control Regulations, the following will apply: for non-residents who are emigrants from the Common Monetary Area, the replacement Documents of Title will be sent to the Certificated Shareholders authorised dealer in foreign exchange, in South Africa, controlling their blocked assets; and for all other non-residents, the replacement Documents of Title will be restrictively endorsed non-resident in terms of the Exchange Control Regulations. 7. ELECTRONIC PARTICIPATION Should any Shareholder wish to electronically participate in the Scheme Meeting by way of teleconference, that Shareholder shall be obliged to make application, in writing (including details as to how the Shareholder or its representative can be contacted), to so participate to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), by latest 10:00 on the 5th Business Day prior to the Scheme Meeting. Shareholders who wish to participate in the meeting by dialling in must note that they will not be able to vote electronically. Should such Shareholders wish to exercise their voting rights at the Scheme Meeting, they are welcome to cast their votes via a proxy at the Scheme Meeting, as provided for in the Notice. The costs of accessing any means of electronic participation provided by Compu-Clearing will be borne by the Shareholder so accessing the electronic participation. Compu-Clearing cannot be held liable for any loss, damage, penalty or claim arising in any way from the use of the telecommunication facility whether or not as a result of any act or omission on the part of Compu-Clearing or anyone else. 8. VOTING RIGHTS Every Shareholder present or represented by proxy shall have one vote for every Share held. 9. DISSENTING SHAREHOLDERS APPRAISAL RIGHTS Shareholders who wish to exercise their rights in terms of section 164 of the Companies Act and/or oppose the Scheme in terms of section 115 of the Companies Act, are referred to paragraph 4.5 and Annexure 3 of this Circular. Shareholders who wish to exercise their appraisal rights in terms of section 164 are required, before the Scheme Resolution is voted on at the Scheme Meeting, to give notice to Compu-Clearing, in writing, objecting to the Scheme Resolution and to vote against the Scheme Resolution at the Scheme Meeting. 5

8 IMPORTANT DATES AND TIMES The definitions and interpretations commencing on page 7 of this Circular apply to this Important dates and times section Record date to determine which Shareholders are eligible to receive the Circular Circular posted to Shareholders and notice convening the Scheme Meeting released on SENS Notice convening the Scheme Meeting published in the South African press Last day to trade in order to be recorded in the Register to be entitled to vote on the Scheme at the Scheme Meeting Record date for voting Forms of proxy to be received by 10:00 Last date for Dissenting Shareholders to give written notice to Compu-Clearing objecting to the Scheme Resolution approving the Scheme, in terms of section 164(3) of the Companies Act, to be delivered to Compu-Clearing before the Scheme Resolution is voted on at the Scheme Meeting Scheme Meeting to be held at 10:00 Results of the Scheme Meeting to be released on SENS Results of the Scheme Meeting to be published in the South African press Last date for Shareholders who voted against the Scheme Resolution to require Compu-Clearing to apply to Court for approval of the Scheme, under section 115(3)(a) of the Companies Act, if 15% or more of the voting rights exercised were against the Scheme Resolution Last date for a Shareholder who voted against the Scheme Resolution to apply to Court for leave to apply for a review of the Proposed Transaction, under section 115(3)(b) of the Companies Act Last date for Compu-Clearing to send Dissenting Shareholders notices of the adoption of the Scheme Resolution, in terms of section 164 of the Companies Act Expected Scheme Finalisation Date Finalisation announcement expected to be released on SENS Finalisation announcement expected to be published in the South African press Expected Scheme Last Day to Trade in order to be recorded in the Register on the Scheme Record Date Expected suspension of trading of Shares on the JSE from the commencement of trade Expected Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration Expected Scheme Implementation Date Scheme Consideration expected to be posted/paid to Scheme Participants holding Certificated Shares (provided their Forms of Surrender and Transfer are received on or prior to 12:00 on the Scheme Record Date) Expected date on which the CSDP or broker accounts of Scheme Participants holding Dematerialised Shares will be credited with the Scheme Consideration Expected termination of listing of Shares on the JSE at the commencement of trade Friday, 17 July Wednesday, 22 July Wednesday, 22 July Thursday, 6 August Friday, 14 August Tuesday, 18 August Thursday, 20 August Thursday, 20 August Thursday, 20 August Friday, 21 August Thursday, 27 August Thursday, 3 September Thursday, 3 September Friday, 4 September Friday, 4 September Monday, 7 September Friday, 11 September Monday, 14 September Friday, 18 September Monday, 21 September Monday, 21 September Monday, 21 September Tuesday, 22 September Notes: 1. All dates and times indicated in this Circular are South African dates and times. 2. These dates and times are subject to amendment by mutual agreement between Compu-Clearing and WiseTech Global (subject to the approval of the JSE and the TRP, if required). The dates have been determined based on the assumption that no Court approval or review of the Scheme will be required and that the conditions will be fulfilled prior to 4 September Any necessary amendments to the dates and times will be released on SENS. 3. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade. 4. Shareholders are referred to paragraph 4.5 of the Circular regarding timing considerations relating to the exercise of appraisal rights in terms of section 164 of the Companies Act. 6

9 DEFINITIONS AND INTERPRETATIONS In this Circular, and the annexures and forms attached hereto (excluding Annexures 1, 2 and 3), 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 references to a natural person include references to a juristic person and vice versa: Authorised Dealer Business Day cents Certificated Shareholder an authorised dealer of the South African Reserve Bank, designated as such in the Exchange Control Regulations; a day, other than a Saturday, Sunday or official South African public holiday; South African cents, a denomination of the official currency of South Africa; Shareholders holding Certificated Shares; Cautionary Announcement the cautionary announcement, released on SENS on 17 June 2015; Certificated Shares Circular Common Monetary Area Companies Act Shares, evidenced by share certificates or other physical Documents of Title, which have not been surrendered for dematerialisation in terms of the requirements of Strate; this bound circular, dated Wednesday, 22 July 2015, including all annexures and attachments hereto; South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; the Companies Act, 2008 (No. 71 of 2008), as amended; Compu-Clearing Compu-Clearing Outsourcing Limited (Registration number 1998/ /06), a public company registered and incorporated in South Africa, all the shares of which are listed on the JSE; Compu-Clearing Group Compu-Clearing Board or Compu-Clearing Directors Computershare or Transfer Secretaries Conditions Precedent Court CSDP Dematerialised Shareholders Dematerialised Shares collectively, Compu-Clearing, its subsidiaries, all companies and other entities and undertakings which are controlled (as defined in the Companies Act) by Compu-Clearing, and all incorporated or unincorporated joint ventures of which Compu-Clearing is a member; the board of directors of Compu-Clearing, whose details as at the Last Practicable Date are set out in paragraph 13.1 of this Circular; Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company registered and incorporated in South Africa, and the transfer secretaries to Compu-Clearing; the conditions precedent to the implementation of the Scheme as set out in paragraph 4.3 of this Circular; the High Court of South Africa; a central securities depository participant, appointed by individual Shareholders for the purpose of, and in regard to, dematerialisation in terms of the Financial Markets Act; Shareholders that hold dematerialised Shares; Shares that have been incorporated into the Strate system and which are held on the Uncertificated Register in electronic form; 7

10 Dissenting Shareholders Documents of Title EFT EMEA Exchange Control Regulations FICA Financial Markets Act Firm Intention Announcement Fluxmans or Legal Adviser to Compu-Clearing Form of Proxy Form of Surrender and Transfer Grindrod Bank or Corporate Adviser and Transaction Sponsor Implementation Agreement Independent Board JSE Last Practicable Date Listings Requirements Mazars or Independent Expert Notice Ordinary Resolution Own-Name Dematerialised Shareholders Shareholders validly exercising their rights in terms of section 164 of the Companies Act in respect of the Scheme; valid share certificates, certified transfer deeds and/or balance receipts, or any other documents of title to Certificated Shares; electronic funds transfer; Europe, the Middle East and Africa region; the Exchange Control Regulations, 1961, as amended, promulgated in terms of section 9 of the Currency Exchanges Act, 1933 (No. 9 of 1933), as amended; the Financial Intelligence Centre Act, 2001 (No. 38 of 2001), as amended; the Financial Markets Act, 2012 (No. 19 of 2012), as amended; the firm intention announcement published on SENS on 24 June 2015 and in the press on 25 June 2015, by Compu-Clearing; Fluxmans Incorporated (Registration number 2000/024775/21), a company incorporated and registered in South Africa, the legal adviser to Compu-Clearing; the form of proxy (yellow) attached to this Circular, for use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only; the form of surrender and transfer (pink) of Documents of Title attached to this Circular, for use by Certificated Shareholders only; Grindrod Bank Limited (Registration number 1994/007994/06), a public company incorporated and registered in South Africa, the corporate adviser and transaction sponsor to Compu-Clearing; the implementation agreement entered into between Compu-Clearing and WiseTech Global on the Signature Date; the independent board of Compu-Clearing which was established to consider the Scheme, comprising, as at the date of this Circular, L Jacobs, A Katz and T Mogale; the stock exchange operated by the JSE Limited (Registration number 2005/022939/06), a public company registered and incorporated in South Africa, licensed as an exchange under the Financial Markets Act; the last practicable date prior to the finalisation of this Circular, being Tuesday, 14 July 2015; the Listings Requirements of the JSE, as amended from time to time; Mazars Corporate Finance Proprietary Limited (Registration number 2003/029561/07), the independent expert appointed by the Independent Board to provide a fair and reasonable opinion as required by the Companies Act for the purposes of the Scheme; the notice convening the Scheme Meeting that is attached to this Circular; the ordinary resolution to be considered and, if deemed appropriate, approved at the Scheme Meeting by more than 50% of the votes of Shareholders exercised thereon; those Shareholders that have dematerialised their Shares through a CSDP and have instructed the CSDP to hold their Shares in their own name on the Uncertificated Register; 8

11 Proposed Transaction Rand or R Register Registered Office Resolutions Sasfin Capital Scheme Scheme Consideration Scheme Finalisation Date Scheme Implementation Date Scheme Last Day To Trade Scheme Meeting Scheme Participants Scheme Record Date Scheme Resolution Scheme Shares the proposed acquisition by WiseTech Global of the Scheme Shares for the Scheme Consideration to be effected by way of the Scheme; South African Rand, the official currency of South Africa; the securities register of Compu-Clearing, including the Uncertificated Register; the registered office of Compu-Clearing, being 7 Drome Road, Lyndhurst, Johannesburg; the Ordinary Resolution and Scheme Resolution to be considered and, if deemed appropriate, approved by the requisite majority of Shareholders at the Scheme Meeting, for purposes of, inter alia, approving the Scheme; Sasfin Capital, a division of Sasfin Bank Limited (Registration number 1951/002280/06), a public company incorporated and registered in South Africa, the sponsor to Compu-Clearing; the scheme of arrangement in terms of sections 114 and 115 of the Companies Act, recommended by the Independent Board and proposed by the Compu-Clearing Board between Compu-Clearing and its Shareholders, which scheme of arrangement is more fully described in paragraph 4 of this Circular and in terms of which WiseTech Global proposes to acquire all of the Scheme Shares held by the Scheme Participants for the Scheme Consideration; the cash consideration payable by WiseTech Global to the Scheme Participants, being R5.50 per Scheme Share; the date on which the last of the Conditions Precedent shall have been fulfilled or waived, as the case may be, which is anticipated to be on or about Friday, 4 September 2015; the date on which the Scheme is implemented and on which the Scheme Participants will receive the Scheme Consideration (provided that, in the case of Scheme Participants who are Certificated Shareholders, they have submitted their Documents of Title and completed Forms of Surrender and Transfer (pink) to the Transfer Secretaries by 12:00 on the Scheme Record Date); the last day to trade in Shares in order to be recorded in the Register on the Scheme Record Date; the general meeting of Shareholders to be held at the Registered Office, commencing at 10:00 on Thursday, 20 August 2015, to consider and, if deemed appropriate, to approve the Resolutions; Shareholders that are recorded in the Register on the Scheme Record Date (excluding Dissenting Shareholders and WiseTech Global), but including Shareholders who were Dissenting Shareholders and who are deemed to be Scheme Participants on the Scheme Record Date or the Scheme Implementation Date as set out in paragraph 4.5 of this Circular; the date on and time at which a Scheme Participant must be recorded in the Register in order to receive the Scheme Consideration, which is expected to be Friday, 18 September 2015; the special resolution to be considered and, if deemed appropriate, approved at the Scheme Meeting in terms of sections 114 and 115 of the Companies Act, referred to in this Circular and the Notice; Shares held by the Scheme Participants on the Scheme Record Date (or, in the circumstances set out in paragraph of this Circular, held on the Scheme Implementation Date); 9

12 SENS Shareholder Commitments Shareholders Shares or Compu-Clearing Shares Signature Date South Africa Strate TRP Uncertificated Register VWAP Webber Wentzel or Legal Advisers to WiseTech Global the Stock Exchange News Service of the JSE; the written letters of support provided by certain Shareholders in terms of which those Shareholders have undertaken to vote in favour of the Scheme; holders of Shares; ordinary shares in the issued share capital of Compu-Clearing, which are listed on the JSE; the date of signature of the Implementation Agreement by Compu-Clearing and WiseTech Global, being 23 June 2015; the Republic of South Africa; the share settlement and clearing system utilised by the JSE for all share transactions concluded on the JSE, managed by Strate Proprietary Limited (Registration number 1998/022242/06), a private company registered in and incorporated under the laws of South Africa; the Takeover Regulation Panel, a regulatory body established in terms of section 196 of the Companies Act; a register of Dematerialised Shareholders, maintained in terms of the Companies Act and administered by a shareholder s CSDP in electronic form, which forms part of the Register; volume weighted average price. Webber Wentzel, the legal advisers to WiseTech Global; WiseTech Global Wisetechglobal Proprietary Limited (Registration number 201 2/ /07), a private company registered and incorporated under the laws of South Africa and a wholly-owned subsidiary of WiseTech Global Proprietary Limited, an Australian registered and domiciled company; and WiseTech Global Group WiseTech Global, its direct and indirect subsidiaries as well as its holding company and all of its direct and indirect subsidiaries. 10

13 Compu-Clearing Outsourcing Limited (Incorporated in the Republic of South Africa) (Registration number 1998/015541/06) Share code: CCL ISIN: ZAE Compu-Clearing Directors: L Jacobs # (Chairperson), A Garber * (Chief Executive Officer), M Alcosta-Alarcon *, J Davis * (Financial Director), M Zulberg *, A Katz #, T Mogale # Independent Board: L Jacobs #, A Katz #, T Mogale # * Executive director # Independent non-executive director CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION In the Firm Intention Announcement, Shareholders were advised that Compu-Clearing had entered into the Implementation Agreement with WiseTech Global regarding the Proposed Transaction. WiseTech Global wishes to make an offer to acquire all of the Shares not already owned by WiseTech Global. In terms of the Implementation Agreement, it is agreed that WiseTech Global s offer will be made in the form of the Scheme, pursuant to which WiseTech Global will acquire all of the Scheme Shares from the Scheme Participants for the Scheme Consideration, being a cash consideration of R5.50 per Scheme Share. Should the Scheme not be implemented for any reason, WiseTech Global will make its offer by way of a general offer to Shareholders to acquire their Shares for a cash price of R5.50 per Share, which offer will not be subject to the conditions precedent in paragraphs and below. The Independent Board has obtained a report from the Independent Expert regarding the Scheme. A copy of the Independent Expert s report, which states that the Scheme is fair and reasonable to Scheme Participants, is set out in Annexure 1 to this Circular. After due consideration and taking into account the report of the Independent Expert, the Independent Board has unanimously and unconditionally recommended the Scheme, and the Compu-Clearing Board is proposing the Scheme in terms of sections 114 and 115 of the Companies Act. Subject to the fulfilment of the Conditions Precedent set out in paragraph 4.3 below, including the approval of the Scheme by Shareholders, WiseTech Global will acquire the Scheme Shares from the Scheme Participants for the Scheme Consideration and Compu-Clearing will become a wholly-owned subsidiary of WiseTech Global and will be delisted from the JSE. The Scheme requires approval by not less than 75% of the voting rights exercised by Shareholders present, or represented by proxy, and entitled to vote at the Scheme Meeting, which meeting may not begin until at least three Shareholders entitled to vote are present at such meeting and the Shareholders present are entitled to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Scheme Meeting. Additionally, no matter may be considered at the Scheme Meeting unless these same requirements are met. WiseTech Global has obtained Shareholder Commitments representing 68.9% of the Scheme Shares eligible to be voted at the Scheme Meeting, to vote in favour of the Scheme as set out in paragraph 5 below. 2. PURPOSE OF THIS CIRCULAR The purpose of this Circular is to provide Shareholders with: 2.1 relevant information regarding the Scheme and the procedure surrounding the settlement of the Scheme Consideration; 11

14 2.2 the Independent Expert s report in respect of the Scheme prepared in terms of section 114(3) of the Companies Act; 2.3 the Independent Board s recommendation in respect of the terms of the Scheme (as supported by the Independent Expert s report) proposed by the Compu-Clearing Board; 2.4 the Notice of the Scheme Meeting at which the Resolutions are to be considered and, if deemed appropriate, approved; and 2.5 information regarding Dissenting Shareholders rights and the manner in which they may exercise those rights. 3. THE PROPOSED TRANSACTION 3.1 Background on WiseTech Global WiseTech Global Group is an innovative, multi-award winning global developer of cloud-based software solutions for the international and domestic logistics industries. WiseTech Global Group s leading product, CargoWise One, provides the most sophisticated and comprehensive end-to-end logistics solution in the world and forms an integral link in the global supply chain. WiseTech Global Group has a global network of over customers holding more than core user licences across more than 100 countries. Its breakthrough software solutions are renowned for their powerful productivity, extensive functionality, comprehensive integration, deep compliance capabilities, and their truly global reach. From single-office businesses to large multinational companies worldwide, WiseTech Global Group s clients are able to improve their visibility, efficiency, quality of service, and profitability by adopting WiseTech Global Group s nextgeneration technology. WiseTech Global Group was founded in 1994 in Sydney, Australia, with a mission to lead the international logistics industry in technology innovation. WiseTech Global Group now has more than 450 employees and operates from offices worldwide with regional headquarters in the US, UK, China, and Australia. 3.2 Rationale for the Proposed Transaction Compu-Clearing has for a number of years acted as the local distributor of WiseTech Global Group s product, CargoWise One, which has resulted in the development of a strong profitable relationship between the two parties and a substantial and growing business for both Compu-Clearing and WiseTech Global Group. Wise Tech Global Group s globally recognised, cloud delivered product suite forms a key part of Compu-Clearing s competitive advantage and provides a state-of-the-art platform for Compu-Clearing to sell into its key market. Compu-Clearing was founded by brothers, Arnold and Manuel Garber, in 1983 and they were joined almost immediately by Johan du Preez in 1984 who dedicated himself to systems development. Over the years, founders Arnold and Manuel drove market adoption and established Compu- Clearing as South Africa s market leader in the provision of IT systems to the Customs Clearing and Freight Forwarding industries. Co-founder Manuel, who remains a shareholder, emigrated with his family into Australia in 1998 and went on to build his own successful and substantial software business from the ground up. At the time of his retirement in December 2014, Johan du Preez had become a senior executive, substantial shareholder and director of the company. Arnold Garber, the remaining founder, long-term CEO and substantial shareholder plans to retire shortly after the completion of the Proposed Transaction. With all the founding members of Compu-Clearing having departed or set to retire, and the logistics software business becoming increasingly complex, competitive and global, Compu-Clearing will need a substantial long-term technology investment programme and a strong and committed leadership in order to remain competitive. Without such a programme the company will face technology, globalisation and commercial challenges in the medium term. WiseTech Global Group believes it is able to add substantial and meaningful value, global presence, technology leadership and competitive capability to Compu-Clearing and that the Proposed Transaction will be beneficial to Compu-Clearing, its employees, customers and the South African economy. Whilst not final, 12

15 plans are being made to make a long-term and significant investment in South Africa above and beyond the purchase of Compu-Clearing and as part of that plan, WiseTech Global believes it is likely that WiseTech Global Group will materially increase the number of employees in South Africa compared with the current Compu-Clearing headcount and move a substantial portion of its EMEA business resource demands to South African located staff, thus benefiting the South African economy, the staff and customers of Compu-Clearing. 4. THE SCHEME In terms of section 114 of the Companies Act, the Compu-Clearing Board proposes the Scheme between Compu-Clearing and its Shareholders. Subject to the fulfilment or waiver of the Conditions Precedent set out in paragraph 4.3 below, including the approval of the Scheme by Shareholders, WiseTech Global will become the registered and beneficial owner of all Scheme Shares (other than any Shares held by Dissenting Shareholders that do not withdraw their respective demands made in terms of sections 164(5) to 164(8) of the Companies Act or allow any offers, by Compu-Clearing to them, in terms of section 164(11) of the Companies Act, to lapse). Following the implementation of the Scheme, Compu-Clearing will become a subsidiary of WiseTech Global (and a wholly-owned subsidiary once any Dissenting Shareholders Shares have been acquired by Compu- Clearing in terms of section 164 or by WiseTech Global in terms of the Scheme) and will be delisted from the JSE. 4.1 The Scheme Consideration The Scheme Consideration to be received by Scheme Participants is a cash consideration of R5.50 for every Scheme Share held on the Scheme Record Date. 4.2 Income tax implications for the Scheme The tax implications of the Scheme for Scheme Participants will depend on the individual circumstances of each Scheme Participant. Accordingly, Scheme Participants are advised to seek advice from appropriate professional advisers if they are in any doubt about their tax position. The payment to Scheme Participants will not be regarded as a dividend. 4.3 Conditions Precedent to the implementation of the Scheme The implementation of the Scheme will be subject to the fulfilment of the following suspensive conditions by no later than Monday, 21 December 2015, the approval of the Scheme Resolution by the requisite majority of Shareholders, as contemplated in section 115(2) of the Companies Act, and: if required by section 115(3) of the Companies Act, the implementation of the Scheme Resolution shall have been approved by a court. In order to establish whether such approval is required, Compu-Clearing shall not implement the Scheme Resolution until (i) a period of 10 Business Days has elapsed since the vote without any Shareholder who opposed the Scheme Resolution requiring Compu-Clearing to seek court approval as contemplated in section 115(3)(a) of the Companies Act, or applying for leave as contemplated in section 115(3)(b) of the Companies Act to apply to a court for a review of the Proposed Transaction, or (ii) if any such application made is unsuccessful (if such approval of a court is required, Compu-Clearing shall seek such approval and shall not treat the Scheme Resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act unless requested to do so by WiseTech Global ); to the extent necessary, any applicable regulatory approvals having been obtained; and the issue of a compliance certificate by the TRP in relation to the Proposed Transaction. The Conditions Precedent are of a regulatory nature and cannot be waived by WiseTech Global or Compu-Clearing. WiseTech Global and Compu-Clearing may, by agreement in writing and (if required) with the prior approval of the TRP, extend the date for the fulfilment of any one or more of the Conditions Precedent. 13

16 4.4 Effect of the Scheme and settlement of the Scheme Consideration Subject to the fulfilment of the Conditions Precedent: Scheme Participants, whether they voted in favour of the Resolutions or not or failed to vote, shall, with effect from the Scheme Implementation Date, be deemed to have disposed of, and ceded, their Scheme Shares to WiseTech Global, which will be deemed to have acquired and taken cession of the registered and beneficial ownership of the Scheme Shares in exchange for the Scheme Consideration, and Scheme Participants shall no longer be Shareholders; Scheme Participants shall be deemed to have irrevocably authorised and instructed Compu-Clearing to cause the Scheme Shares to be transferred and registered in the name of WiseTech Global, on or after the Scheme Implementation Date, and to take all such steps and sign all such documents as may be necessary to procure such transfer and registration; and Scheme Participants shall be deemed to have instructed Compu-Clearing, as principal but with the power to appoint agents, to procure that the Scheme Consideration is transferred to the Scheme Participants in accordance with the provisions of the Scheme. The effects of the Scheme will be that WiseTech Global will, with effect from the Scheme Implementation Date, become the registered and beneficial owner of all the Scheme Shares. WiseTech Global will fund the full Scheme Consideration from its own cash resources. WiseTech Global has provided the TRP with a bank guarantee from The Standard Bank of South Africa Limited in compliance with regulations 111(4)(a) and 111(5) of the Companies Regulations, In the event that the Scheme becomes unconditional and is implemented, Scheme Participants will, subject to the Exchange Control Regulations, be entitled to receive the Scheme Consideration in respect of the Scheme Shares which are held by them on the Scheme Record Date. Compu- Clearing will, either itself and/or through the Transfer Secretaries, administer and procure the transfer of the Scheme Consideration to the Scheme Participants. The following provisions apply to Scheme Participants who hold Certificated Shares: Subject to the Exchange Control Regulations, the Scheme Consideration will be paid to the Certificated Shareholders, at the risk of the Certificated Shareholders, by the Transfer Secretaries on behalf of Compu-Clearing on the Scheme Implementation Date if the Documents of Title of all of the Certificated Shareholder s Scheme Shares have been surrendered before 12:00 on the Scheme Record Date or, if the Certificated Shareholder s Documents of Title are surrendered after 12:00 on the Scheme Record Date, within five Business Days after receipt thereof by the Transfer Secretaries. Certificated Shareholders are requested to provide their banking details on the Form of Surrender and Transfer (pink) for purposes of payment of the Scheme Consideration by EFT, failing which the Scheme Consideration shall be deposited into the account on record in the Register or, if no bank account details are recorded in the Register, posted to the Certificated Shareholders concerned to their addresses in the Register at their risk. Where, on or subsequent to the Scheme Implementation Date, a person who was not a registered holder of Certificated Shares on the Scheme Record Date tenders to the Transfer Secretaries Documents of Title, together with a duly completed Form of Surrender and Transfer (pink) purporting to have been executed on or before the Scheme Record Date by or on behalf of the then registered holder of such Shares, and provided that the Scheme Consideration shall not already have been paid or posted to the registered holder, then such transfer shall be accepted by Compu-Clearing as if it were a valid transfer to such person of the Scheme Shares concerned. The Scheme Consideration will be paid or posted to such person in accordance with the provisions of this paragraph 4.4 within five Business Days of such tender, subject to proof satisfactory to the Transfer Secretaries as to the payment of any duty or tax payable, and provided that Compu-Clearing is, if so required by it, given an indemnity on terms acceptable to it in respect of such payment of the Scheme Consideration. If the Scheme Consideration is not paid or posted to Certificated Shareholders entitled thereto because the relevant Documents of Title have not been surrendered or if any Scheme Consideration posted to a Certificated Shareholder is returned undelivered to the Transfer Secretaries, that Scheme Consideration will be held in trust by Compu-Clearing, or the Transfer 14