THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions commencing on page 4 of this Circular apply mutatis mutandis to this cover. ACTION REQUIRED BY SHAREHOLDERS If you are in any doubt as to the action you should take, please consult your broker, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your Shares in Kaap Agri, please forward this Circular and the attached annexures to the purchaser to whom, or the broker or agent through whom the disposal was effected. Shareholders are referred to page 2 of this Circular, which sets out the action required by them in respect of this Circular. KAAP AGRI LIMITED (Incorporated in the Republic of South Africa) (Registration number 2011/113185/06) ( Kaap Agri or the Company ) CIRCULAR TO SHAREHOLDERS Relating to: the submission of resolutions to Shareholders required in relation to the listing of Kaap Agri on the JSE, and relating to: the adoption of the New Memorandum of Incorporation; an increase in the Authorised Share Capital; the adoption of the New Share Incentive Scheme; the General Issue; and the General Repurchase, and incorporating: the proposed Shareholder Resolutions to be adopted in terms of section 60(1) of the Companies Act (Annexure 1); and Form of Written Consent (blue) (Annexure 2). Corporate adviser Date of issue: 16 May 2017 This Circular is available in English only. Copies may be obtained from the registered office of the Company and at the offices of the Company s corporate adviser, PSG Capital Proprietary Limited, at the addresses set out in the Corporate Information section of this Circular. A copy of this Circular will also be available on the Company s website (www.kaapagri.co.za).
CORPORATE INFORMATION Company Secretary and registered office RH Köstens 65 Voortrekker Road Malmesbury, 7300 (PO Box 22, Malmesbury, 7299) Directors GM Steyn (Chairman)* # S Walsh (Managing Director) GW Sim (Financial Director) BS du Toit* # JH le Roux* CA Otto* # HM Smit* # JH van Niekerk* # D du Toit* # E Messina* # * Non-executive # Independent Corporate adviser PSG Capital Proprietary Limited (Registration number 2006/015817/07) 1st Floor, Ou Kollege 35 Kerk Street Stellenbosch, 7600 (PO Box 7403, Stellenbosch, 7599) and at 1st Floor, Building 8 Inanda Greens Business Park 54 Wierda Road West Wierda Valley Sandton, 2196 (PO Box 650957, Benmore, 2010)
TABLE OF CONTENTS Page Corporate information Inside front cover Action required by Shareholders 2 Salient dates and times 3 Interpretation and definitions 4 Circular to Shareholders 1. Introduction 5 2. Adoption of the New Memorandum of Incorporation 5 3. Increase of Authorised Share Capital 6 4. Adoption of the New Share Incentive Scheme 6 5. General Issue 6 6. General Repurchase 6 7. Approval of Shareholder Resolutions in terms of section 60 6 8. Documents available for inspection 7 Annexure 1 Shareholder Resolutions to be adopted in terms of section 60(1) of the Companies Act 8 Annexure 2 Form of Written Consent (blue) Attached 1
ACTION REQUIRED BY SHAREHOLDERS 1. The definitions commencing on page 4 of this Circular apply mutatis mutandis to this section. 2. If you are in any doubt as to what action you should take, you should consult your broker, banker, accountant, legal adviser or other professional adviser immediately. 3. If you have disposed of all of your Shares in the Company, this Circular and the attached annexures should be provided to the purchaser to whom, or the broker or agent through whom, the disposal was effected. 4. Shareholders or their nominees (as the case may be) will receive this Circular together with the annexures hereto. 5. Shareholders should indicate, by inserting the relevant number of votes that they wish to vote in the appropriate box provided or X should they wish to vote all Share held by them on the Form of Written Consent (blue) annexed at Annexure 2 to this Circular, how they wish to cast their votes in relation to the Shareholder Resolutions. Shareholders should return the completed and signed Form of Written Consent (blue) to the Company Secretary by no later than Tuesday, 13 June 2017, at any one of the following addresses: physical address: 33 Voortrekker Street, Porterville, 6810; postal address: PO Box 13, Porterville, 6810; fax: +27 22 931 2686; or 086 636 7200 and/or email: lbleeker@kaapagri.co.za. 6. Should any person receive the Circular in a nominee capacity (for example as a Shareholder s broker or otherwise), then such person must forthwith contact the Shareholder on whose behalf the Shares are held and complete the Form of Written Consent (blue) annexed at Annexure 2 in terms of the mandate that exists between that person and the Shareholder in question, so that the nominee may return the duly completed Form of Written Consent (blue) to the Company Secretary at the contact details that appear in paragraph 5 above by no later than Tuesday, 13 June 2017. 7. Where a Shareholder or its nominee has received this Circular attaching the Shareholder Resolutions by means of registered post, the Shareholder in question shall be deemed to have received this Circular on the 7th day following the date on which this Circular was posted, unless there is conclusive evidence that it was delivered on a different day. 8. The Board has resolved that the record date for determining which Shareholders are entitled to vote on the Shareholder Resolutions, shall be Tuesday, 16 May 2017. 2
SALIENT DATES AND TIMES 2017 Record date to determine which Shareholders are entitled to receive this Circular Circular posted to Shareholders on Record date to determine which Shareholders are entitled to vote on the Shareholder Resolutions Deadline for the exercise of voting rights by Shareholders on the Shareholder Resolutions Results of the voting to be released on the Company s website Friday, 12 May Tuesday, 16 May Tuesday, 16 May Tuesday, 13 June the business day on which the proposed Shareholder Resolutions are adopted 1. The definitions commencing on page 4 of this Circular apply mutatis mutandis to the salient dates and times as set out above. 3
INTERPRETATION AND DEFINITIONS In this Circular, unless the context indicates otherwise, reference to the singular shall include the plural and vice versa, words denoting one gender include the others, words and expressions denoting natural persons include juristic persons and associations of persons and the following words and expressions bear the meanings assigned to them below: Authorised Share Capital the Board or the Directors Circular Companies Act Company Secretary Existing Memorandum of Incorporation Existing Share Incentive Scheme the authorised share capital of the Company, comprised of 100 001 000 Shares, as at the date of this Circular; the board of directors of Kaap Agri, as at the date of this Circular; this circular to Shareholders, dated Tuesday, 16 May 2017, including the annexures hereto; the Companies Act, No. 71 of 2008, as amended; the company secretary of Kaap Agri, as reflected in the Corporate Information section of this Circular; the existing memorandum of incorporation of the Company, a copy of which is available for inspection, as indicated in paragraph 6 of the Circular; the existing share incentive scheme of the Company; Form of Written Consent the written consent form annexed to this Circular at Annexure 2; General Issue General Repurchase JSE JSE Listings Requirements Kaap Agri or the Company Listing New Memorandum of Incorporation New Share Incentive Scheme Shareholders Share Shareholder Resolutions the general authority sought by the Company to authorise it to issue Shares for cash in terms of the JSE Listings Requirements, as detailed in Annexure 1; the general authority sought by the Company to authorise it or its subsidiaries to repurchase Shares in terms of the JSE Listings Requirements, as detailed in Annexure 1; the exchange, licensed under the Financial Markets Act, No. 19 of 2012, operated by the JSE Limited (registration number 2005/022939/06), a public company incorporated under the laws of the Republic of South Africa; the Listings Requirements of the JSE; Kaap Agri Limited (registration number 2011/113185/06), a public company incorporated under the laws of the Republic of South Africa; the listing of Kaap Agri on the main board of the JSE; the new memorandum of incorporation proposed to be adopted by Shareholders pursuant to this Circular, a copy of which is available for inspection, as indicated in paragraph 6 of the Circular; the share incentive scheme, to be presented to Shareholders for approval, a copy of which is available for inspection, as indicated in paragraph 6 of the Circular; registered holders of Shares; an ordinary no par value share in the share capital of Kaap Agri; and the shareholder resolutions set out in Annexure 1 to this Circular. 4
KAAP AGRI LIMITED (Incorporated in the Republic of South Africa) (Registration number 2011/113185/06) ( Kaap Agri or the Company ) Directors GM Steyn (Chairman)* # S Walsh (Managing Director) GW Sim (Financial Director) BS du Toit* # JH le Roux* CA Otto* # HM Smit* # JH van Niekerk* # D du Toit* # E Messina* # * Non-executive # Independent CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION 1.1 As announced by the Company on 16 February 2017, it intends to list on the JSE main board. The Existing Memorandum of Incorporation and Existing Share Incentive Scheme do not comply with the JSE Listings Requirements in all respects. Accordingly it is necessary to adopt the New Memorandum of Incorporation and the New Share Incentive Scheme in compliance with the JSE Listings Requirements in order to facilitate the Listing. 1.2 In addition, the Company wishes to increase its authorised but unissued share capital in order to give the Company capacity to issue additional shares post the Listing, if required. 1.3 The Company further wishes to obtain the authority to undertake the General Issue and the General Repurchase. 1.4 The purpose of this Circular is to 1.4.1 provide Shareholders with the relevant information relating to the New Memorandum of Incorporation, the increase in the Authorised Share Capital, the New Share Incentive Scheme, General Issue and the General Repurchase, so as to enable Shareholders to make an informed decision in respect of the resolutions set out in this Circular; and 1.4.2 consider and, if deemed fit, approve the Shareholder Resolutions set out in this Circular. 2. ADOPTION OF THE NEW MEMORANDUM OF INCORPORATION 2.1 The Existing Memorandum of Incorporation does not comply with the JSE Listings Requirements in all respects and it is accordingly necessary to adopt the New Memorandum of Incorporation in compliance with the JSE Listings Requirements. To this end, it is proposed that the Company s Existing Memorandum of Incorporation be replaced, in its entirety by the New Memorandum of Incorporation, which is compliant with the JSE Listings Requirements. Copies of both the Existing Memorandum of Incorporation and the New Memorandum of Incorporation are available for inspection by Shareholders, as indicated in paragraph 8 below. 2.2 The Board has, accordingly, resolved that Shareholders be approached for their approval of the New Memorandum of Incorporation. 5
3. INCREASE OF AUTHORISED SHARE CAPITAL 3.1 The Company wishes to increase its authorised but unissued share capital in order to give the Company capacity to issue additional shares post the Listing, if required. 3.2 Accordingly, it is proposed to increase the Authorised Share Capital to 1 000 000 000 Shares. 3.3 The Board has, accordingly, resolved that Shareholders be approached for their approval of the increase of the Authorised Share Capital. 4. ADOPTION OF THE NEW SHARE INCENTIVE SCHEME 4.1 The Existing Share Incentive Scheme does not comply with the JSE Listings Requirements in all respects and it is accordingly necessary to adopt the New Share Incentive Scheme in order to comply with the JSE Listings Requirements. 4.2 A copy of the New Share Incentive Scheme is available for inspection by Shareholders, as indicated in paragraph 8 below. 4.3 The introduction of the New Share Incentive Scheme does not require the approval of Shareholders and Shareholder approval is being sought by the Company solely in the interests of good corporate governance. 5. GENERAL ISSUE 5.1 The Company wishes to obtain an authority to issue Shares for cash, should the Company wish to raise capital post the Listing. The authority sought is limited to 5% of the issued share capital. 5.2 There is no immediate plan to issue additional Shares post the Listing and any decision to issue Shares will be assessed as and when an opportunity arises. 6. GENERAL REPURCHASE 6.1 The Company wishes to obtain an authority for it, or its subsidiaries, to repurchase Shares in the Company post the Listing. 6.2 There is no immediate plan to repurchase Shares in the Company and any decision to repurchase Shares will be assessed as and when an opportunity arises. 7. APPROVAL OF SHAREHOLDER RESOLUTIONS IN TERMS OF SECTION 60 7.1 Section 65(2) of the Companies Act provides that the board of directors of a company may propose any resolution to be considered by shareholders, and may determine whether that resolution will be considered at a meeting, or by vote or written consent in terms of section 60 of the Companies Act. The Board has resolved that the Shareholder Resolutions, being those resolutions set out in Annexure 1 to this Circular, be considered by Shareholders by written consent in terms of section 60 of the Companies Act. 7.2 In this regard: 7.2.1 section 60 of the Companies Act provides that a resolution that could be voted on at a shareholders meeting may instead be submitted for consideration to the shareholders entitled to exercise voting rights in relation to the resolution, and be voted on in writing by shareholders entitled to exercise voting rights in relation to the resolution, within 20 business days after the resolution was submitted to them; 7.2.2 section 60(2) of the Companies Act further provides that such a resolution will have been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have been adopted as an ordinary or special resolution, as the case may be, at a properly constituted shareholders meeting. 6
8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of this Circular, the Existing Memorandum of Incorporation, the New Memorandum of Incorporation and the New Share Incentive Scheme will be available for inspection at any time during normal business hours from Tuesday, 16 May 2017 until the close of business on Tuesday, 13 June 2017, at the registered office of the Company and at the offices of the Company s corporate adviser, PSG Capital Proprietary Limited at the addresses indicated in the Corporate Information section of this Circular. SIGNED AT MALMESBURY ON 15 MAY 2017 BY SEAN WALSH ON BEHALF OF THE DIRECTORS OF THE COMPANY, AS LISTED BELOW S Walsh GM Steyn GW Sim BS du Toit JH le Roux CA Otto HM Smit JH van Niekerk D du Toit E Messina 7
ANNEXURE 1 KAAP AGRI LIMITED (Incorporated in the Republic of South Africa) (Registration number 2011/113185/06) ( Kaap Agri or the Company ) SHAREHOLDER RESOLUTIONS TO BE ADOPTED IN TERMS OF SECTION 60(1) OF THE COMPANIES ACT Notes: The definitions commencing on page 4 of the circular to which this Annexure 1 is attached, ( the Circular ) apply mutatis mutandis to the resolutions set out below. Section 60 of the Companies Act provides that a resolution that could be voted on at a shareholders meeting may instead be submitted for consideration to the shareholders entitled to exercise voting rights in relation to the resolution, and be voted on in writing by shareholders entitled to exercise voting rights in relation to the resolution, within 20 business days after the resolution was submitted to them. The percentage of voting rights required: for Special Resolution Numbers 1, 2 and 3 to be adopted, is at least 75% of the voting rights exercised on those resolution; and for Ordinary Resolution Numbers 1 and 2 to be adopted, is at least 75% of the voting rights exercised on that resolution, subject thereto that, notwithstanding the aforesaid, such resolutions shall be adopted as soon as the voting rights exercised thereon equal at least 75% of all voting rights that may be exercised on such resolutions, even though the abovementioned 20 business day period has not yet elapsed. 1. SPECIAL RESOLUTION NUMBER 1: ADOPTION OF NEW MEMORANDUM OF INCORPORATION IT IS RESOLVED THAT, as a special resolution in terms of section 16(1)(c) of the Companies Act, that the Existing Memorandum of Incorporation of the Company be and is hereby amended and substituted in its entirety by the New Memorandum of Incorporation, a copy of which has been made available for inspection by Shareholders, with effect from the date of filing of the required notice of amendment with the Companies and Intellectual Property Commission. Reason and effect The reason for Special Resolution Number 1 is to bring the Company s constitutional documents into harmony with the provisions of the JSE Listings Requirements, with a view to the anticipated future listing of the Company on the JSE. The effect of Special Resolution Number 1 is that the Company will have adopted the New Memorandum of Incorporation, which is in harmony with the provisions of the JSE Listings Requirements. 2. SPECIAL RESOLUTION NUMBER 2: INCREASE OF AUTHORISED SHARE CAPITAL IT IS RESOLVED THAT, in terms of section 36(2)(a) and section 16(1)(c) of the Companies Act, that subject to the adoption of Special Resolution Number 1, the Authorised Share Capital of the Company be and is hereby increased from 100 001 000 to 1 000 000 000 Shares, as indicated in the Company s New Memorandum of Incorporation, as amended pursuant to Special Resolution Number 1. Reason and effect The reason for and effect of Special Resolution Number 2 is to increase the Authorised Share Capital of the Company to 1 000 000 000 Shares. 8
3. SPECIAL RESOLUTION NUMBER 3 GENERAL AUTHORITY TO REPURCHASE SHARES IT IS RESOLVED THAT the Company and/or any subsidiary of the Company be and is hereby authorised, by way of a general authority, to acquire ordinary shares in the capital of the Company upon such terms and conditions and in such amounts as the Directors may from time to time determine in terms of and subject to sections 4, 46 and 48 of the Companies Act and the JSE Listings Requirements, including, inter alia, that 1. any repurchase of Shares shall be effected through the order book operated by the JSE trading system, and done without any prior understanding or arrangement between the Company and/or the relevant subsidiary and the counterparty (reported trades are prohibited); 2. the general repurchase by the Company, and by its subsidiaries, of the Company s Shares is authorised by its New Memorandum of Incorporation; 3. this general authority shall be valid until the Company s next annual general meeting provided that it shall not exceed beyond 15 months from the date of passing of this special resolution; 4. repurchases must not be made at a price greater than 10% above the weighted average of the market value of the ordinary shares for the 5 business days immediately preceding the date on which the transaction is effected and the JSE should be consulted for a ruling if the Company s securities have not traded in such 5 business day period; 5. repurchases of ordinary shares in aggregate in any one financial year may not exceed 5% of the Company s issued ordinary share capital as at the date of passing this special resolution, such 5% representing 3 708 513 ordinary shares; 6. at any point in time the Company may only appoint one agent to effect any repurchase(s) on the Company s behalf or on behalf of any subsidiary of the Company; 7. the passing of a resolution by the Board authorising the repurchase, that the Company and its subsidiary/ies have passed the solvency and liquidity test and that since the test was done there have been no material changes to the financial position of the Group; 8. subject to the exceptions contained in the JSE Listings Requirements, the Company and its subsidiaries will not repurchase Shares during a prohibited period (as defined in the JSE Listings Requirements) unless they have in place a repurchase programme where the dates and quantities of ordinary shares to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period. The Company or any of the subsidiaries of the Company must instruct an independent third party, which makes its investment decisions in relation to the Company s securities independently of, and uninfluenced by, the Company or any of its subsidiaries, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE; and 9. an announcement complying with paragraph 11.27 of the JSE Listings Requirements will be published by the Company (i) when the Company and/or its subsidiaries have cumulatively repurchased 3% of the ordinary shares in issue as at the date of the approval of this general authority (the Company having 74 170 277 Shares in issue on this date) and (ii) for each 3% in the aggregate of such number of the Shares acquired thereafter by the Company and/or its subsidiaries. Additional information relating to Special Resolution Number 3 In accordance with the JSE Listings Requirements, the Directors record that although there is no immediate intention to effect a repurchase of the Shares of the Company, the Directors will utilise this general authority to repurchase shares as and when suitable opportunities present themselves, which opportunities may require expeditious and immediate action. The Directors, after considering the effect of the maximum repurchase, are of the opinion that for a period of 12 months after the passing of this special resolution i. the Company and the group will, in the ordinary course of business, be able to pay its debts; ii. the assets of the Company and the group will be in excess of the liabilities of the Company and the group. For this purpose, the assets and liabilities have been recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements; 9
iii. iv. the share capital and reserves of the Company and the group will be adequate for ordinary business purposes; and the working capital of the Company and the group will be adequate for ordinary business purposes. Reason and effect The reason for and effect of Special Resolution Number 3 is to afford the Company or a subsidiary of the Company, a general authority to effect a repurchase of the Company s Shares on the JSE. The effect of the resolution will be that the Directors will have the authority, subject to the JSE Listings Requirements and the Companies Act, to effect repurchases of the Company s Shares on the JSE. 4. ORDINARY RESOLUTION NUMBER 1 ADOPTION OF NEW SHARE INCENTIVE SCHEME IT IS RESOLVED THAT, the New Share Incentive Scheme, a copy of which has been made available for inspection to Shareholders, be and is hereby adopted, it being recorded that the introduction of such New Share Incentive Scheme does not require the approval of Shareholders and that Shareholder approval is being sought by the Company solely in the interests of good corporate governance. Reason and effect The reason for Ordinary Resolution Number 1 is to bring the Company s Existing Share Incentive Scheme into harmony with the provisions of the JSE Listings Requirements, with a view to the anticipated future listing of the Company on the JSE. The effect of Ordinary Resolution Number 1 is that the Company will have adopted the New Share Incentive Scheme, which is in harmony with the provisions of the JSE Listings Requirements. 5. ORDINARY RESOLUTION NUMBER 2 GENERAL AUTHORITY TO ISSUE SHARES FOR CASH IT IS RESOLVED THAT the Directors of the Company be and are hereby authorised, once the Listing has taken place (and without hereby limiting those authorities which they may already have during the period up to Listing) by way of a general authority, to allot and issue Shares in the capital of the Company for cash, including within the scope of such authority the ability to issue options and securities (including any convertible preference shares in the authorised share capital of the Company) that are convertible into Shares, subject to the limitation set out in the New Memorandum of Incorporation of the Company and the provisions of the Companies Act and the JSE Listings Requirements from time to time on the following basis i. there will be no restrictions in regard to the persons to whom the Shares may be issued, provided that such Shares are to be issued to public shareholders (as defined by the JSE Listings Requirements) and not to related parties (as defined by the JSE Listings Requirements); ii. iii. iv. the Share which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such shares or rights that are convertible into a class of shares already in issue; the total aggregate number of shares which may be issued for cash in terms of this authority may not exceed 3 708 513 Shares, constituting 5% of the aggregate number of Shares in issue as at the date of this Circular; in the event of sub-division or consolidation of shares prior to this authority lapsing, the existing authority shall be adjusted accordingly to represent the same allocation ratio; v. the maximum discount at which the Shares may be issued is 10% of the weighted average traded price of those shares over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party/ies subscribing for the shares. The JSE should be consulted for a ruling if the Company s securities have not traded in such 30 business day period; vi. this authority shall not endure beyond the earlier of the next annual general meeting of the Company or beyond 15 months from the date of this ordinary resolution, whichever is shorter; and vii. upon any issue of Shares which, together with prior issues of ordinary shares within the period that this authority is valid, constitute 5% or more of the total number of Shares in issue prior to that issue, the Company shall publish an announcement in terms of section 11.22 of the JSE Listings Requirements. 10
Reason and effect For listed entities wishing to issue shares for cash, it is necessary for the board to obtain the prior authority of the shareholders in accordance with the JSE Listings Requirements. Accordingly, the reason for Ordinary Resolution Number 2 is to obtain a general authority from Shareholders to issue Shares for cash in compliance with the JSE Listings Requirements, the Companies Act and the New Memorandum of Incorporation. 11
12 PRINTED BY INCE (PTY) LTD REF. JOB013093
ANNEXURE 2 KAAP AGRI LIMITED (Incorporated in the Republic of South Africa) (Registration number 2011/113185/06) ( Kaap Agri or the Company ) FORM OF WRITTEN CONSENT IN TERMS OF SECTION 60 OF THE COMPANIES ACT Note: The definitions commencing on page 4 of the circular to which this Annexure 2 is attached, ( Circular ) apply mutatis mutandis to the resolutions set out below. Shareholders should complete this Written Consent and return the signed form to the Company Secretary in accordance with the instructions contained below. I/We (Please PRINT names in full) of (address) being the holder(s) of hereby vote as follows Special Resolution Number 1: Adoption of New Memorandum of Incorporation Special Resolution Number 2: Increase in Authorised Share Capital Special Resolution Number 3: General Authority to Repurchase Shares Ordinary Resolution Number 1: Adoption of New Share Incentive Scheme Ordinary Resolution Number 2: General Authority to Issue Shares For Cash Shares For * Against * Abstain * *One vote per Share held by Shareholders. Shareholders must insert the relevant number of votes they wish to vote in the appropriate box provided or X should they wish to vote all Shares held by them. Signed at: on 2017 Signature Capacity of signatory (where applicable) Note: Authority of signatory to be attached Telephone number Email address Cellphone number Assisted by me (where applicable) Full name Capacity Signature
Notes: 1. Documentary evidence establishing the authority of a person signing this Form of Written Consent in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this Form of Written Consent, unless previously recorded by the Company Secretary. 2. Where this Form of Written Consent is signed under power of attorney, such power of attorney must accompany this Form of Written Consent, unless it has been registered by the Company Secretary. 3. The completed and signed Form of Written Consent and authority (if any) under which it is signed must be delivered, posted, emailed or faxed to the Company Secretary at the address details set out below, so as to be received by the Company Secretary by no later than Tuesday, 13 June 2017 3.1 physical address: 33 Voortrekker Street, Porterville, 6810; 3.2 postal address: PO Box 13, Porterville, 6810; 3.3 fax: +27 22 931 2686 or 086 636 7200; and/or 3.4 email: lbleeker@kaapagri.co.za. 4. A Shareholder s instructions on this Form of Written Consent must be indicated by the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box provided or by the insertion of X should a Shareholder wish to vote all Shares held by such Shareholder. A Shareholder is not obliged to use all the votes exercisable by the Shareholder, but the total number of votes cast and in respect of which abstention is recorded, may not exceed the total number of votes exercisable by such Shareholder. 5. Where Shares are held jointly, all joint Shareholders are required to sign this Form of Written Consent. 6. A minor Shareholder must be assisted by his/her parent/guardian, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Company Secretary. 7. Any alteration or correction made to this Form of Written Consent must be initialled by the signatory/ies.