RAUBEX GROUP LIMITED — Proxy Solicitation & Information Statement 2016

Jun 27, 2016

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.
• 1. 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.

CORPORATE INFORMATION

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)

ACTIONS REQUIRED BY RAUBEX SHAREHOLDERS

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

1.1 Voting at the General Meeting

• 1.1.1 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.
• 1.1.2 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.
• 1.1.3 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.
• 1.1.4 You must not complete the attached form of proxy.

1.2 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.

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

2.1 Voting and attendance at the General Meeting

• 2.1.1 You may attend the General Meeting in person and may vote at the General Meeting.
• 2.1.2 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).

3. GENERAL

3.1 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.

3.2 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

ACTIONS REQUIRED BY RAUBEX SHAREHOLDERS continued

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.

3.3 Dematerialisation

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

TABLE OF CONTENTS

Corporate Information and advisers	IFC
Actions required by Raubex Shareholders	3
Important Dates and Times	6
Definitions	7
Circular to Raubex Shareholders
1. Introduction	9
2. Rationale for the Specific Repurchase	9
3. Terms and Conditions Precedent of the Specific Repurchase	10
4. Adequacy of capital	10
5. Major beneficial Raubex Shareholders	10
6. Material changes	11
7. Directors' information	11
8. Share capital	11
9. Impact on the Financial Information of Raubex	12
10. Litigation statement	12
11. Costs of the Specific Repurchase	12
12. Directors' responsibility statement	12
13. Working capital statement	12
14. Consents	12
15. Documents available for inspection	13
Notice of General Meeting	14
Form of Proxy – General Meeting	17

IMPORTANT DATES AND TIMES

	2016
Notice record date, being the date on which a Raubex Shareholder must be registered in the Register in order to be eligible to receive the notice of General Meeting, on	Friday, 10 June
Circular posted to Raubex Shareholders and notice convening the General Meeting released on SENS, on	Tuesday, 21 June
Last day to trade Raubex Shares in order to be recorded in the Register to vote at the General Meeting (see note 2 below), on	Tuesday, 12 July
General Meeting Record Date, being the date on which a Raubex Shareholder must be registered in the Register in order to be eligible to attend at and participate in the General Meeting and to vote thereat, by close of trade on	Friday, 15 July
Form of proxy in respect of the General Meeting to be lodged for administrative purposes, by 10:00, on (or may thereafter be lodged by hand with the Company prior to 10:00 on Wednesday, 20 July 2016)	Monday, 18 July
General Meeting held at 10:00 on	Wednesday, 20 July
Results of the General Meeting published on SENS on	Wednesday, 20 July
Cancellation and delisting of the Repurchase Shares on or about	Tuesday, 26 July

Notes:

1. The above dates and times are subject to amendment at the discretion of Raubex. Any such amendment will be released on SENS.

2. Raubex Shareholders should note that as transactions in Raubex Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Raubex Shareholders who acquire Raubex Shares after close of trade on Tuesday, 12 July 2016, will not be eligible to attend at, participate in and to vote at the General Meeting.

3. All dates and times indicated above are South African Standard Times.

DEFINITIONS

In this Circular and the annexures hereto, unless otherwise indicated, reference to the singular shall include the plural and vice versa, words denoting one gender include others, expressions denoting natural persons include juristic persons and associations of persons, and the words in the first column have the meanings stated opposite them in the second column.

"Board"	the board of directors of Raubex whose names appear in the "Corporate information and advisers" section of this Circular;
"Broker"	any person registered as a "broking member (equities)" in accordance with the provisions of the Financial Markets Act;
"Business Day"	a day other than a Saturday, Sunday or official public holiday in South Africa;
"Cents"	South African cents in the official currency of South Africa;
"Certificated Raubex Shares"	Raubex Shares represented by a share certificate or other physical document of title, which have not been surrendered for Dematerialisation in terms of the requirements of Strate;
"Certificated Raubex Shareholders"	Raubex Shareholders who hold Certificated Raubex Shares;
"Circular"	this circular to Raubex Shareholders, dated 21 June 2016, including the annexures hereto, the notice of General Meeting and the form of proxy;
"Companies Act"	the Companies Act, 2008 (Act No. 71 of 2008), as amended;
"CSDP"	a person that holds in custody and administers securities or an interest in securities and that has been accepted by a central securities depository as a participant in terms of section 31 of the Financial Markets Act;
"Dematerialisation"	the process by which securities held in certificated form are converted to or held in electronic form as uncertificated securities and recorded as such in a sub-register of securities holders maintained by a CSDP and "Dematerialised" shall bear the corresponding meaning;
"Dematerialised Raubex Shareholders"	those Raubex Shareholders who hold Dematerialised Raubex Shares;
"Dematerialised Raubex Shares"	Raubex Shares which have been Dematerialised;
"Directors"	directors for the time being of Raubex;
"Documents of Title"	in respect of Certificated Raubex Shares, share certificates, certified transfer deeds, balance receipts and/or any other form of documents of title acceptable to Raubex in respect of Raubex Shares;
"Financial Markets Act"	the Financial Markets Act, 2012 (Act No. 19 of 2012);
"General Meeting"	the general meeting of Raubex Shareholders to be held at Instinctif Partners, The Firs, 302 3rd Floor, corner Craddock and Biermann Road, Rosebank, 2196, on 20 July 2016 at 10:00 for the purpose of considering and, if thought fit, passing the special and ordinary resolutions set out in the notice of General Meeting forming part of this Circular;
"Income Tax Act"	the Income Tax Act, 1962 (Act No. 58 of 1962), as amended;
"JSE"	JSE Limited (registration number 2005/022939/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, and licensed to operate an exchange under the Financial Markets Act;
"Kenworth (Pty) Ltd"	Kenworth Proprietary Limited (registration number 2004/009037/07), a private company owned by Mr Freddie Kenney, duly registered and incorporated in accordance with the company laws of South Africa;
"Last Practicable Date"	the last practicable date prior to the finalisation of this Circular, being Tuesday, 14 June 2016;
"Listings Requirements"	the Listings Requirements of the JSE, as amended from time to time;

DEFINITIONS continued

"Own-name Dematerialised Raubex Shareholders"	Raubex Shareholders that have Dematerialised their Raubex Shares and have instructed their CSDP to hold their Raubex Shares in their own name on the sub-register maintained by the CSDP and forming part of the Register;
"Rand" or "R"	South African Rand, the official currency of South Africa;
"Raubex" or "the Company"	Raubex Group Limited (registration number 2006/023666/06), a public company duly registered and incorporated in accordance with the company laws of South Africa, the issued ordinary share capital of which is listed on the JSE;
"Raubex Group"	Raubex and its subsidiaries (as defined in terms of the Listings Requirements);
"Raubex Shareholders"	the registered holders of Raubex Shares at the Last Practicable Date;
"Raubex Shares"	ordinary shares having a par value of 1 cent each in the issued share capital of Raubex, all of which shares are listed on the JSE, being 189 250 036 Raubex Shares at the Last Practicable Date;
"Register"	the securities register of Shareholders maintained by Raubex in terms of the Companies Act including the register of Certificated Raubex Shareholders and the sub-registers of Dematerialised Raubex Shareholders maintained by the relevant CSDPs in accordance with the Companies Act;
"Repurchase Agreement"	the agreement, dated 18 May 2016, entered into between Raubex and Kenworth (Pty) Ltd, in terms of which Raubex will acquire the Repurchase Shares for the Repurchase Consideration. The Repurchase Shares will be cancelled as part of the issued share capital of Raubex following their acquisition and be part of and reinstated to the authorised, but unissued, share capital of Raubex;
"Repurchase Consideration"	the aggregate consideration of R120 000 000 (hundred and twenty million Rand) payable by Raubex in respect of the Repurchase Shares, representing a price of R16,00 per Repurchase Share, to be settled in cash;
"Repurchase Date"	the repurchase of the Raubex Shares and the payment of the Repurchase Consideration in terms of the Specific Repurchase will take place on the first business day after the fulfilment of the last of the conditions precedent outlined in paragraph 3 of the Repurchase Agreement;
"Repurchase Shares"	7 500 000 Raubex Shares to be acquired from Kenworth (Pty) Ltd in terms of the Specific Repurchase;
"SENS"	the Securities Exchange News Service of the JSE;
"Solvency and Liquidity Test"	the solvency and liquidity test set out in section 4(1) of the Companies Act;
"South Africa"	the Republic of South Africa;
"Specific Repurchase"	the repurchase by Raubex of the Repurchase Shares for the Repurchase Consideration, as set out in this Circular in terms of section 48 (in particular section 48(2)(a)) of the Companies Act and pursuant to the terms and conditions of the Repurchase Agreement;
"Strate"	Strate Proprietary Limited (registration number 1998/022242/07), a private company duly registered and incorporated in accordance with the company laws of South Africa, and a registered central securities depository responsible for the electronic custody and settlement system for transactions that take place on the JSE and off-market trades;
"Transfer Secretaries"	Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly registered and incorporated in accordance with the company laws of South Africa; and
"VWAP"	volume weighted average price.

RAUBEX GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2006/023666/06) Share code: RBX ISIN: ZAE000093183 ("Raubex" or "the Company")

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

CIRCULAR TO RAUBEX SHAREHOLDERS

1. INTRODUCTION

Raubex has entered into an agreement with Kenworth (Pty) Ltd, represented by Mr Freddie Kenney, a non-executive director of Raubex and 100% shareholder of Kenworth (Pty) Ltd, in terms of which Raubex will acquire 7 500 000 Raubex Shares at a price of R16,00 per Raubex Share, subject to the terms and conditions referred to in paragraphs 3 and 4 below.

The purpose of this Circular is to provide Raubex Shareholders with relevant information relating to the Specific Repurchase, and to give notice convening the General Meeting in order to consider and, if deemed fit, pass, with or without modification, the resolutions, as set out in the notice of the General Meeting, to approve and implement the Specific Repurchase.

2. RATIONALE FOR THE SPECIFIC REPURCHASE

The Directors believe that the Specific Repurchase, at the purchase price of R16,00 per Raubex Share, is at a discount to Raubex's intrinsic value and consider this acquisition opportunity to be a very efficient use of Raubex's cash.

The repurchase price of R16,00 per Raubex Share represents a discount of:

• 13,8% to the closing price on Wednesday, 18 May 2016; and
• 11,7% to the 30-day VWAP on Wednesday, 18 May 2016.

The Raubex Shares which are the subject of the Specific Repurchase represent 55,7% of Kenworth (Pty) Ltd's shares in Raubex. Kenworth (Pty) Ltd intends utilising the cash received from the Specific Repurchase to fund a private development project.

CIRCULAR TO RAUBEX SHAREHOLDERS continued

3. TERMS AND CONDITIONS PRECEDENT OF THE SPECIFIC REPURCHASE

Raubex has agreed to acquire 7 500 000 Raubex shares at a price of R16,00 per Raubex Share subject to the conditions precedent set out below:

• The shareholders of Raubex (excluding Kenworth (Pty) Ltd) approving the necessary special resolution, by way of specific authority, required to implement the Specific Repurchase;
• The receipt of the necessary approvals from the JSE;
• The Board approving the Specific Repurchase in terms of the Repurchase Agreement, excluding the votes of Mr Freddie Kenney and his associates, and adopting the requisite resolutions in accordance with sections 46 and 48 of the Companies Act.

The repurchase of the Raubex Shares and the payment of the Repurchase Consideration in terms of the Specific Repurchase will take place on the Repurchase Date. The Raubex Shares repurchased will be cancelled and their listing terminated on or as soon as possible after the Repurchase Date.

4. ADEQUACY OF CAPITAL

4.1 The Directors have considered the impact of the Specific Repurchase and are of the opinion that:

• 4.1.1 the provisions of section 4 and section 48 of the Companies Act have been complied with;
• 4.1.2 the Raubex Group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of approval of this Circular;
• 4.1.3 the assets of the Raubex Group will be in excess of its liabilities for a period of 12 months after the date of approval of this Circular, where for this purpose, the assets and liabilities are recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements of the Raubex Group;
• 4.1.4 the share capital and reserves of the Raubex Group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of this Circular; and
• 4.1.5 the working capital of Raubex Group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of this Circular.

4.2 Furthermore:

• 4.2.1 in terms of section 46(1)(a)(ii) of the Companies Act and the Listings Requirements, the Board has, by resolution, authorised the Specific Repurchase;
• 4.2.2 in terms of section 46(1)(b) of the Companies Act, it reasonably appears that Raubex will satisfy the Solvency and Liquidity Test immediately after completing the Specific Repurchase;
• 4.2.3 in terms of section 46(1)(c) of the Companies Act, the Board has, by resolution, acknowledged that it has applied the Solvency and Liquidity Test as set out in section 4 of the Companies Act, and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the Specific Repurchase; and
• 4.2.4 since the Solvency and Liquidity Test was performed, there have been no material changes to the financial position of the Raubex Group.

5. MAJOR BENEFICIAL RAUBEX SHAREHOLDERS

To the best of Raubex's knowledge and belief, the following major beneficial shareholders were, as at the Last Practicable Date, directly or indirectly, the beneficial owners of 5% or more of the issued share capital of Raubex:

Shareholder	Direct number of shares held	Indirect number of shares held	Percentage of issued share capital
Raubenbel (Pty) Ltd	25 650 000	–	13,55
Government Employee Pension Funds	22 486 702	–	11,88
Kenworth (Pty) Ltd	13 465 384		7,12
Total	61 602 086	–	32,55

6. MATERIAL CHANGES

There are no other material changes in the financial or trading position of Raubex Group since the end of the last financial period, being 29 February 2016, up to and including the Last Practicable Date.

7. DIRECTORS' INFORMATION

7.1 Directors' interests

The Directors' interests in Raubex Shares, as at the Last Practicable Date, are as follows:

	Direct	Indirect	Percentage of total issued share
Director	beneficial	beneficial	capital (%)
Executive Directors
RJ Fourie	4 546 140	–	2,40
JF Gibson	321 271	–	0,17
Non-Executive Directors
F Kenney	–	13 465 384	7,12
LA Maxwell	16 000	–	0,01
JE Raubenheimer	–	25 650 000	13,55
Total	4 883 411	39 115 384	23,25

At the Last Practicable Date, none of the Directors (and their associates), including previous Directors of the Company who had resigned in the 18 months prior to the Last Practicable Date, had a material beneficial interest in the transactions entered into by Raubex other than as a result of their shareholdings in Raubex as disclosed above.

8. SHARE CAPITAL

The table below sets out the authorised and issued share capital of Raubex before and after the Specific Repurchase:

	R'000
Share capital as at the Last Practicable Date – Before the Specific Repurchase Authorised share capital
500 000 000 ordinary shares with a par value of 1 cent each	5 000
Issued share capital 189 250 036 ordinary shares with a par value of 1 cent each	1 893
Share premium	2 179 613
Treasury shares 1 362 334 ordinary shares with a par value of 1 cent each	14
Issued share capital net of treasury shares 187 887 702 ordinary shares with a par value of 1 cent each	1 879
Share capital as at Last Practicable Date – After the Specific Repurchase Authorised share capital 500 000 000 ordinary shares with a par value of 1 cent each	5 000
Issued share capital 181 750 036 ordinary shares with a par value of 1 cent each	1 818
Share premium	2 179 613
Treasury shares 1 362 334 ordinary shares with a par value of 1 cent each	14
Issued share capital net of treasury shares 180 387 702 ordinary shares with a par value of 1 cent each	1 804

CIRCULAR TO RAUBEX SHAREHOLDERS continued

9. IMPACT ON THE FINANCIAL INFORMATION OF RAUBEX

The Specific Repurchase will be funded from Raubex's internal cash resources and will result in a decrease in equity as a result of the repurchase of Raubex Shares.

10. LITIGATION STATEMENT

There are no legal or arbitration proceedings which may have, or have had in the past 12 months, a material effect on the financial position of Raubex Group. Raubex Group is not aware of any other such proceedings that are pending or threatened.

11. COSTS OF THE SPECIFIC REPURCHASE

The costs (exclusive of Value-Added Tax) of the Specific Repurchase are anticipated to be:

Description	Estimated amount (Rand)
Investment bank and sponsor – Investec Bank Limited	100 000
Printing and related costs – Maxx Corporate Communications	28 614
JSE documentation fees	18 421
Total	147 035

Note:

1. Once-off net transaction costs assumed in respect of the Specific Repurchase are not material and therefore have not been separately disclosed.

12. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors, whose names are set out on page 9 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular in relation to Raubex and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement in this Circular false or misleading, that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the Listings Requirements.

13. WORKING CAPITAL STATEMENT

The Board has considered the effects of the Specific Repurchase and is of the opinion that subsequent to the implementation of the Specific Repurchase:

• 13.1 Raubex Group will be able to pay its debts in the ordinary course of business for a period of 12 months after the date of issue of this Circular;
• 13.2 the assets of Raubex Group will be in excess of its liabilities for a period of 12 months after the date of issue of this Circular. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the audited results of the Company;
• 13.3 the capital and reserves of Raubex Group will be adequate for its requirements for a period of at least 12 months after the date of issue of this Circular;
• 13.4 the working capital available to Raubex Group will be sufficient for its requirements for a period of at least 12 months after the date of issue of this Circular; and
• 13.5 there have been no material changes to the financial position of the Raubex Group since the working capital has been considered.

14. CONSENTS

The Investment Bank, Sponsor and Transfer Secretaries have consented in writing to act in the capacities stated in this document and to their names being stated in this document.

15. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection at the registered office of Raubex during normal office hours from 08:00 to 16:30:

• the MOI of Raubex;
• MOI of Raubex and its subsidiaries;
• the consolidated audited annual financial statements of Raubex for the years ended 28 February 2014 and 28 February 2015 and the summary consolidated audited financial statements for the year ended 29 February 2016;
• the consent letters referred to in paragraph 14 above;
• this Circular; and
• the Repurchase Agreement.

By order of the Board

James Finlay Gibson Financial Director

21 June 2016

Registered Office

Building 1 Highgrove Office Park 50 Tegel Avenue Highveld Park Centurion 0169

RAUBEX GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2006/023666/06) Share code: RBX ISIN: ZAE000093183 ("Raubex" or "the Company")

NOTICE OF GENERAL MEETING OF RAUBEX SHAREHOLDERS

All terms defined in the Circular, to which this notice of General Meeting is attached, shall bear the same meanings when used in this notice of General Meeting.

NOTICE IS HEREBY GIVEN to the shareholders of Raubex as at FRIDAY, 10 June 2016, being the record date to receive notice of the General Meeting in terms of section 59(1)(a) of the Companies Act, that the General Meeting of the Company, in respect of the Specific authority for the acquisition by the Company of 7 500 000 Raubex Shares, will be held at The Firs, 302 3rd Floor, corner Craddock and Biermann Road, Rosebank, 2196 on Wednesday, 20 July 2016 at 10:00.

Electronic participation

The General Meeting will be available live on webcasting, by following the link provided for on the website: www.raubex.com. Please note that shareholders or their proxies will not be able to vote through the webcasting.

This notice of General Meeting includes the attached form of proxy.

Record date

The record date for the purpose of determining which shareholders of the Company are entitled to receive the notice of the General Meeting was Friday, 10 June 2016.

The record date for the purpose of determining which shareholders of the company are entitled to participate in and vote at the General Meeting is Friday, 15 July 2016 in accordance with section 62(3)(a), read with section 59(1)(b), of the Companies Act.

Accordingly, the last day to trade for shareholders to be entitled to attend, speak and vote at the General Meeting is Tuesday, 12 July 2016.

Attendance and voting

If you are a registered shareholder, i.e. a shareholder who has not dematerialised his shares or has dematerialised his shares with "own name" registration as at the record date, and want to attend, speak and vote at the General Meeting of the Company, you may attend the meeting in person. Alternatively, you may appoint a proxy (who need not be a shareholder of the Company) to represent you at the meeting. Any appointment of a proxy may be effected by using the attached form of proxy and, in order for the proxy to be effective and valid, must be completed and delivered in accordance with the instructions contained in the attached form of proxy.

If you are a beneficial shareholder and not a registered shareholder, i.e. a shareholder who has dematerialised his shares without "own name" registration as at the record date, and you want to attend, speak and vote at the General Meeting of the Company:

• and wish to attend the meeting, you must obtain the necessary letter of representation to represent the registered holder in respect of your shares from your CSDP or Broker;
• and do not wish to attend the meeting but would like your vote to be recorded at the meeting, you should contact the registered holder in respect of your shares through your CSDP or Broker and furnish them with your voting instructions; and
• you must not complete the attached form of proxy.

All attendees and participants at the General Meeting will be required to provide identification reasonably satisfactory to the Chairman of the General Meeting, which shall include a valid identity document, driver's licence or passport, in accordance with section 63(1) of the Companies Act.

Shares held by a share trust or other share incentive scheme of the Company will not have their votes taken into account at the General Meeting for the purposes of the resolutions proposed in terms of the JSE Listings Requirements.

RESOLUTIONS RELATED TO THE SPECIFIC REPURCHASE

Special resolution – Specific authority for the acquisition by the Company of 7 500 000 Raubex Shares at a price of R16,00 per Raubex Share

"Resolved as a special resolution that the Company be and is hereby authorised, by way of a specific authority, in accordance with the applicable provisions of the Companies Act, the Listings Requirements and its Memorandum of Incorporation, to acquire 7 500 000 Raubex Shares currently owned by Kenworth (Pty) Ltd for a consideration of R16,00 per Raubex Share, and an aggregate consideration of R120 000 000."

Once the Specific Repurchase has been completed, the Raubex Shares acquired from Kenworth (Pty) Ltd will be cancelled and restored to the authorised, but unissued, share capital of the Company.

In terms of the Companies Act, the Company's Memorandum of Incorporation and the Listings Requirements, this resolution will be adopted with the support of not less than 75% of voting rights exercised, excluding the votes of Mr Freddie Kenney and his associates, exercised on this resolution.

Reason and effect of the special resolution

The reason for and effect of the special resolution is to authorise the Company to acquire 7 500 000 Raubex Shares currently owned by Kenworth (Pty) Ltd by way of a Specific Repurchase in accordance with section 48 of the Companies Act, the MOI and paragraph 5.69 of the Listings Requirements.

The Directors have considered the impact of the Specific Repurchase contemplated in this resolution and are of the opinion that the provisions of section 4 and section 48 of the Companies Act have been complied with, and:

• in terms of section 46(1)(a)(ii) of the Companies Act, the Board has, by resolution, authorised the Specific Repurchase;
• in terms of section 46(1)(b) of the Companies Act, it reasonably appears that the Company will satisfy the Solvency and Liquidity Test immediately after completing the Specific Repurchase.

In terms of section 46(1)(c) of the Companies Act and paragraph 5.69(b) of the Listings Requirements, the Board has, by resolution, acknowledged that it has applied the Solvency and Liquidity Test, and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the Specific Repurchase.

Ordinary resolution – Directors' authority to take all such actions necessary to implement the Specific Repurchase

"Resolved as an ordinary resolution that any director of the Company be and is hereby authorised and empowered to do all such things, sign all such documents and take all such actions as may be necessary for or incidental to the implementation of the Specific Repurchase contemplated in the special resolution contained in the notice convening the meeting at which this resolution will be considered."

In terms of section 65(7) of the Companies Act and the Company's Memorandum of Incorporation, this resolution will be adopted with the support of more than 50% of the voting rights exercised on this resolution.

Voting and proxies

Proxies

A shareholder (including certificated shareholders and dematerialised shareholders who hold their shares with "own name" registration) entitled to attend and vote at the meeting may appoint one or more proxies to attend, participate and vote in his/her/ its stead. A proxy does not have to be a shareholder of the Company. The appointment of a proxy will not preclude the shareholder who appointed that proxy from attending the General Meeting and participating and voting in person thereat to the exclusion of any such proxy.

NOTICE OF GENERAL MEETING OF RAUBEX SHAREHOLDERS continued

A form of proxy for use at the meeting is attached.

If you are a Certificated Raubex Shareholder or an Own-name Dematerialised Raubex Shareholder and are unable to attend the General Meeting of Raubex Shareholders to be held at 10:00 on Wednesday, 20 July 2016, but wish to be represented thereat, you must complete the form of proxy attached hereto in accordance with the instructions therein and return it to the Transfer Secretaries, Computershare Investor Services (Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) so as to be received by no later than 10:00 on Monday, 18 July 2016.

Voting in respect of dematerialised shares

If you are a Dematerialised Raubex Shareholder and are not an Own-name Dematerialised Raubex Shareholder and you wish to attend the General Meeting, then you must instruct your CSDP or Broker as to how you wish to cast your vote at the Raubex General Meeting in order for them to vote in accordance with your instructions. If you wish to attend the General Meeting in person, please request you CSDP or Broker to issue the necessary letter of representation to you. This must be done in terms of the agreement entered into between the Dematerialised Raubex Shareholder (who is not an Own-name Dematerialised Raubex Shareholder) and the CSDP or Broker.

By order of the Board

21 June 2016

Registered office

Building 1 Highgrove Office Park 50 Tegel Avenue Highveld Centurion 0169

RAUBEX GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2006/023666/06) Share code: RBX ISIN: ZAE000093183 ("Raubex" or "the Company")

FORM OF PROXY – GENERAL MEETING

All terms defined in the Circular, to which this form of proxy is attached, shall bear the same meanings when used in this form of proxy.

To be completed by Certificated Raubex Shareholders and Own-name Dematerialised Raubex Shareholders only.

This form of proxy relates to the General Meeting of the Company to be held at The Firs, 302 3rd Floor, corner Craddock and Biermann Road, Rosebank, 2196 on Wednesday, 20 July 2016 at 10:00 (refer note 1) and is for use by registered shareholders whose shares are registered in their own names by the record date for determining which shareholders of the company are entitled to participate in and vote at the General Meeting, being Friday, 15 July 2016 (refer note 2).

Terms used in this form of proxy have the meanings given to them in the notice of General Meeting to which this form of proxy is attached.

Please print clearly when completing this form of proxy and see the instructions and notes at the end of this form of proxy for an explanation of the use of this form of proxy and the rights of the shareholder and the proxy.

Full name: I/We (BLOCK LETTERS)

of (address):
Telephone: (Work)	Telephone: (Home)
Fax:	Cell number:
being the holder(s) of		Raubex Shares (refer note 3)
hereby appoint:
1.		or failing him/her,
2.		or failing him/her,
3. the chairperson of the General Meeting (refer note 4)

to attend and participate in the General Meeting and to speak and to vote or abstain from voting for me/us and on my/our behalf in respect of all matters arising (including any poll and all resolutions put to the General Meeting) at the General Meeting, even if the General Meeting is postponed, and at any resumption thereof after any adjournment (refer note 5).

My/Our proxy shall vote as follows:

Please indicate with an "X" in the appropriate spaces how you wish your votes to be cast. If you do not do so, the proxy may vote or abstain at his discretion (refer note 6).

Resolution	For	Against	Abstain
Special resolution – Specific authority, in terms of the Companies Act, the Listings Requirements and Raubex's Memorandum of Incorporation, for the repurchase by Raubex of 7 500 000 Raubex Shares from Kenworth (Pty) Ltd
Ordinary resolution – Authority for Directors to take all such actions necessary to implement the Specific Repurchase

(Indicate instruction to proxy by way of a cross in the space provided above)

Unless otherwise instructed, my/our proxy may vote as he/she thinks fit.

Signed this	day of	2016
Signature

Please read the notes on the reverse side hereof.

INSTRUCTIONS AND NOTES TO THE FORM OF PROXY

• 1. This form of proxy will not be effective at the General Meeting unless received by the Company's Transfer Secretaries, Computershare Investor Services (Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), by no later than 10:00 on Monday, 18 July 2016. If a shareholder does not wish to deliver this form of proxy to that address, it may also be posted, at the risk of the shareholder, to Computershare Investor Services (Pty) Ltd.
• 1. This form of proxy is for use by registered shareholders who wish to appoint another person (a proxy) to represent them at the General Meeting. If duly authorised, companies and other corporate bodies who are registered shareholders may appoint a proxy using this form of proxy, or may appoint a representative in accordance with paragraph 12 below. Other shareholders should not use this form of proxy. All beneficial shareholders who have dematerialised their shares through a CSDP or Broker must provide the CSDP or Broker with their voting instruction. Alternatively, if they wish to attend the General Meeting in person, they should request the CSDP or Broker to provide them with a letter of representation in terms of the custody agreement entered into between the beneficial shareholder and the CSDP or Broker.
• 1. This proxy shall apply to all ordinary shares registered in the name of the shareholder who signs this form of proxy at the record date unless a lesser number of shares is inserted.
• 1. A shareholder may appoint one person of his own choice as his proxy by inserting the name of such proxy in the space provided. Any such proxy need not be a shareholder of the Company. If the name of the proxy is not inserted, the Chairman of the General Meeting will be appointed as proxy. If more than one name is inserted, then the person whose name appears first on the form of proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of any persons whose names follow. The proxy appointed in this form of proxy may not delegate the authority given to him in this form of proxy.
• 1. Unless revoked, the appointment of a proxy in terms of this form of proxy remains valid until the end of the General Meeting, even if the General Meeting or part thereof is postponed or adjourned.
• 1. If:
• 6.1 a shareholder does not indicate on this instrument that the proxy is to vote in favour of or against or to abstain from voting on any resolution; or
• 6.2 the shareholder gives contradictory instructions in relation to any matter; or
• 6.3 any additional resolution/s which are properly put before the General Meeting; or
• 6.4 any resolution listed in the form of proxy is modified or amended, then the proxy shall be entitled to vote or abstain from voting, as he thinks fit, in relation to that resolution or matter. If, however, the shareholder has provided further written instructions which accompany this form of proxy and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to in paragraphs 6.1 to 6.4, then the proxy shall comply with those instructions.
• 1. If this form of proxy is signed by a person (signatory) on behalf of the shareholder, whether in terms of a power of attorney or otherwise, then this form of proxy will not be effective unless:
• 7.1 it is accompanied by a certified copy of the authority given by the shareholder to the signatory; or
• 7.2 the Company has already received a certified copy of that authority.
• 1. The Chairman of the General Meeting may, in his discretion, accept or reject any form of proxy or other written appointment of a proxy which is received by the Chairman prior to the time when the General Meeting deals with a resolution or matter to which the appointment of the proxy relates, even if that appointment of a proxy has not been completed and/or received in accordance with these instructions. However, the Chairman shall not accept any such appointment of a proxy unless the chairman is satisfied that it reflects the intention of the shareholder appointing the proxy.
• 1. Any alterations made in this form of proxy must be initialled by the authorised signatory/ies.
• 1. This form of proxy is revoked if the shareholder who granted the proxy:
• 10.1 gives written notice of such revocation to the Company, so that it is received by the Company before 10:00 on Wednesday, 20 July 2016; or
• 10.2 subsequently appoints another proxy for the General Meeting; or
• 10.3 attends the General Meeting himself in person.
• 1. If duly authorised, companies and other corporate bodies who are shareholders of the Company having shares registered in their own names may, instead of completing this form of proxy, appoint a representative to represent them and exercise all of their rights at the General Meeting by giving written notice of the appointment of that representative. That notice will not be effective at the General Meeting unless it is accompanied by a duly certified copy of the resolution/s or other authorities in terms of which that representative is appointed and is received at the Company's transfer office, Computershare Investor Services (Pty) Ltd, by no later than 10:00 on Monday, 18 July 2016. If a shareholder does not wish to deliver that notice to that address, it may also be posted, at the risk of the shareholder to Computershare Investor Services (Pty) Ltd, PO Box 61051, Marshalltown, 2107.
• 1. The completion and lodging of this form of proxy does not preclude the relevant shareholder from attending the General Meeting and speaking and voting in person to the exclusion of any proxy appointed by the shareholder.
• 1. The Chairman of the General Meeting may accept or reject any form of proxy which is completed and/or received other than in accordance with these instructions, provided that he shall not accept a proxy unless he is satisfied as to the manner in which a shareholder wishes to vote.