Raubex : Circular to Raubex Shareholders

da3969c3-e121-4825-8143-861a354ac3d9.pdf THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions commencing on page 7 apply throughout this Circular including this front cover.

If you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, accountant, legal adviser or other professional adviser immediately.

Action required

1. If you have disposed of all of your Raubex Shares, this Circular should be handed to the purchaser of such Raubex Shares or to the Broker, CSDP, banker, attorney or other agent through whom the disposal was effected.

2. Raubex Shareholders are referred to page 3 of this Circular, where the actions required by them are set out.

RAUBEX GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2006/023666/06)

Share code: RBX ISIN: ZAE000093183

("Raubex" or "the Company")

Circular to Raubex Shareholders:

regarding:

• the Specific Repurchase by Raubex of 7 500 000 Raubex Shares from Kenworth (Pty) Ltd, in terms of section 48 of the Companies Act; and
• the General Meeting;

  and incorporating:

• a notice convening the General Meeting; and
• a form of proxy for use by Certificated Raubex Shareholders and Own-name Dematerialised Raubex Shareholders.

Investment bank Sponsor

Date of issue: 21 June 2016

This Circular is available in English only and copies hereof may be obtained from the Company's website, the Sponsor and the registered offices of Raubex at the registered address which is set out in the "Corporate information and advisers" section of this Circular, during normal business hours on Business Days during the period from 21 June 2016, up to and including 20 July 2016, both days inclusive.

Directors

JE Raubenheimer (Non-executive Chairman)* RJ Fourie (Chief Executive Officer)

JF Gibson (Financial Director) F Kenney*

BH Kent**

LA Maxwell (Lead Independent Director)** NF Msiza**

* Non-executive

** Independent non-executive

Investment bank and sponsor

Investec Bank Limited

(Registration number 1969/004763/06) 100 Grayston Drive

Sandown Sandton 2196

(PO Box 785700, Sandton, 2146)

Date and place of incorporation

27 July 2006, South Africa

Company secretary and registered office

HE Ernst

(Registration number 2006/023666/06) Building 1

Highgrove Office Park 50 Tegel Avenue Highveld Park Centurion

0169

(PO Box 3722, Bloemfontein, 9300)

Transfer secretaries

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07)

70 Marshall Street Johannesburg 2001

(PO Box 61051, Marshalltown, 2107)

This Circular is important and requires your immediate attention.

Please take careful note of the following provisions regarding the action required by Raubex Shareholders. If you are in any doubt as to what actions to take, please consult your Broker, CSDP, banker, attorney, accountant or other professional adviser immediately.

If you have disposed of all of your Raubex Shares, this Circular should be handed to the purchaser of such Raubex Shares or to the Broker, CSDP, banker, attorney or other agent through whom the disposal was effected.

The General Meeting will be held at 10:00 on Wednesday, 20 July 2016 in the boardroom at Instinctif Partners, The Firs, 302 3rd Floor, corner Craddock and Biermann Road, Rosebank, 2196 for purposes of considering and, if deemed fit, passing the ordinary and special resolutions required to authorise the implementation of the Specific Repurchase. The notice convening the General Meeting is attached to and forms part of this Circular.

1. DEMATERIALISED RAUBEX SHAREHOLDERS WHO ARE NOT OWN-NAME DEMATERIALISED RAUBEX SHAREHOLDERS

2. Voting at the General Meeting

3. Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and should thereafter cast your vote in accordance with your instructions.

4. If you have not been contacted by your Broker or CSDP, it is advisable for you to contact your Broker or CSDP and furnish it with your voting instructions.

5. If your Broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your Broker or CSDP.

6. You must not complete the attached form of proxy.

7. Attendance and representation at the General Meeting

   In accordance with the mandate between you and your Broker or CSDP, you must advise your Broker or CSDP if you wish to attend the General Meeting and if so, your Broker or CSDP will issue the necessary letter of representation to you to attend and vote at the General Meeting.

8. CERTIFICATED RAUBEX SHAREHOLDERS AND DEMATERIALISED RAUBEX SHAREHOLDERS WHO ARE OWN-NAME DEMATERIALISED RAUBEX SHAREHOLDERS

9. Voting and attendance at the General Meeting

10. You may attend the General Meeting in person and may vote at the General Meeting.

11. Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy in accordance with the instructions contained therein and returning it to the Transfer Secretaries, to be received by them, for administrative purposes, by no later than 10:00 on Monday, 18 July 2016 (or to the Company by hand by no later than 10:00 on Wednesday, 20 July 2016).

12. GENERAL

13. Approvals necessary for the implementation of the Specific Repurchase at the General Meeting

    The implementation of the Specific Repurchase is subject, inter alia, to the approval of the Raubex Shareholders excluding the votes of Mr Freddie Kenney and his associates, by special resolution at the General Meeting in accordance with the Listings Requirements, the Companies Act and the MOI. In order to be approved, the special resolution must be adopted with the support of at least 75% of the voting rights exercised, excluding the votes of Mr Freddie Kenney and his associates, on such resolution at the General Meeting.

14. Electronic participation in the General Meeting

    Raubex Shareholders wishing to participate electronically in the General Meeting are required to deliver, by no later than 10:00 on Monday, 18 July 2016, a written notice to Raubex at Building 1, Highgrove Office Park, 50 Tegel Avenue, Highveld, Centurion, 0169 (marked for the attention of HE Ernst, Group company secretary) that they wish to participate via electronic communication at the General Meeting.

    In order for the abovementioned notice to be valid it must contain: (a) if the Raubex Shareholder is an individual, a certified copy of his/her identity document and/or passport; (b) if the Raubex Shareholder is not an individual, a certified copy of a resolution or letter of representation by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution or signed the relevant letter of representation. The letter of representation or resolution must set out who from the relevant entity is authorised to represent the entity at the General Meeting via electronic communication; and (c) a valid e-mail address and/or facsimile number. Raubex shall

    use its reasonable endeavours to notify a Raubex Shareholder wishing to participate in the General Meeting by way of electronic communication of the relevant details through which the shareholder can participate via electronic communication by no later than 24 hours before the General Meeting.

    Should a Raubex Shareholder wishing to participate in the General Meeting by way of electronic communication as mentioned above, such shareholder or his proxy, will be required to dial-in to the dial-in facility on the date of the General Meeting. The dial-in facility will be linked to the venue at which the General Meeting will take place on the date of, from the time of commencement of, and for the duration of, the General Meeting. The dial-in facility will enable all persons to participate electronically in the General Meeting in this manner (and as contemplated in section 63(2) of the Companies Act) and to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the General Meeting. The costs borne by you or your proxy in relation to the dial-in facility will be for your own account.

15. Dematerialisation

If a Raubex Shareholder wishes to Dematerialise his Raubex Shares, he should contact his Broker or CSDP.