stellar capital partners

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe definitions and interpretations commencing on page 4 of this Circular apply to this entire document, including the cover page, except where the context indicates a contrary intention.

Action required by certificated and dematerialised shareholders

This document should be read in its entirety with particular attention to the section entitled “Action Required by Stellar Capital Shareholders”, which commences on page 10 of this Circular.

If you are in any doubt as to what action you should take, please consult your stockbroker, banker, legal adviser, CSDP or other professional adviser immediately. If you have disposed of all your Stellar Capital shares, this Circular should be handed to the purchaser of such Stellar Capital shares or to the stockbroker, banker, CSDP or other agent through whom the disposal was effected.

Stellar Capital does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or stockbroker including, without limitation, any failure on the part of the CSDP or stockbroker of any beneficial owner of Stellar Capital shares to notify such beneficial owner of the Capital Raise set out in this Circular.

Stellar Capital Partners Limited(Previously ConvergeNet Holdings Limited)(Incorporated in the Republic of South Africa)

(Registration number 1998/015580/06)Share code: SCP ISIN: ZAE000198586(“Stellar Capital” or the “Company”)

CIRCULAR TO STELLAR CAPITAL SHAREHOLDERS

regarding– an increase in the authorised ordinary share capital of Stellar Capital through the creation of an additional

1 000 000 000 ordinary shares;

– an increase in the authorised share capital of Stellar Capital through the creation of 600 Preference Shares, incorporating the Conversion Terms and Voting Rights, and having the further preferences, rights, limitations and other terms as determined by the Directors prior to issue thereof;

– the amendment of Stellar Capital’s MOI to enable the proposals set out in this Circular to be implemented;

– the specific authority for the issue 600 authorised but unissued Preference Shares, subject to certain limitations; and

– the authority to approve certain amendments to the Management Agreement to incentivise growth in net asset value per share and reduce the overall fee structure;

and enclosing:• a notice of the General Meeting;

• a form of proxy in respect of the General Meeting (for use by certificated shareholders and dematerialised shareholders with “own name” registration only)

Joint Adviser and Transaction Sponsor Joint Adviser, Independent Sponsor and Arranger

Attorneys to RMB as Arranger and to Stellar Capital Independent Expert

Independent Reporting Accountant and Auditor

Date of issue: 22 October 2015This Circular is only available in English. A copy hereof may be obtained from the registered offices of Stellar Capital and Stellar Advisers, the address of which appears in the “Corporate Information and Advisers” section on the inside front cover of this Circular, from Thursday, 22 October 2015 until Friday, 13 November 2015. This Circular is also available on the Company’s website (www.stellarcapitalpartners.co.za).

CORPORATE INFORMATION AND ADVISERS

Company Secretary and registered officeThe Secretarial Companyc/o Caroline du PreezThird Floor, The Terraces25 Protea Road, ClaremontCape Town, 7708(Suite 54 Dixon Street, Green Point, Cape Town, 8001)

DirectorsDD Tabata (Chairman)*#

CE Pettit (Chief Executive Officer)CB de Villiers (Chief Financial Officer)PJ van Zyl*L Mangope*#

CJ Roodt*#

J de Bruyn*#

CC Wiese*#

CH Wiese^

*Non-executive #Independent ^Alternate

Joint Adviser and Transaction SponsorStellar Advisers Proprietary Limited (previously AfrAsia Corporate Finance Proprietary Limited)(Registration number 2007/015289/07)Office 202, Cape Quarter, The Square27 Somerset RoadGreen PointCape Town, 8005(Suite 54, Dixon Street, Cape Town, 8001)and atLevel P3, Oxford CornerCorner Jellicoe Avenue and Oxford RoadRosebankJohannesburg, 2196(Suite 54, Dixon Street, Cape Town, 8001)

Joint Adviser, Independent Sponsor and ArrangerRand Merchant Bank a division of Firstrand Bank Limited (Registration number 1929/001225/06)1 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton, 2196(PO Box 786273, Sandton, 2146)

Attorneys for RMB as Arranger and Stellar CapitalCliffe Dekker Hofmeyr Incorporated(Registration number 2008/018923/21)11 Buitengracht StreetCape Town, 8001(PO Box 695, Cape Town, 8000)and at1 Protea PlaceSandownSandton, 2196(Private Bag x40, Benmore, 2010)

Independent ExpertQuestco Proprietary LimitedEntrance D, 2nd FloorThe Pivot1 Montecasino BoulevardFourways, 2055(PO Box 98956, Sloane Park, 2152)

Independent Reporting Accountants and AuditorsGrant Thornton Cape Incorporated(Registration number 2010/016204/21)119 Hertzog Boulevard ForeshoreCape Town, 8001(PO Box 7483/7498, Roggebaai, 8012)

Transfer SecretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground Floor, 70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)

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TABLE OF CONTENTS

The definitions and interpretations commencing on page 4 of this Circular shall apply, mutatis mutandis, to this section.

Page

Corporate information and advisers Inside front cover

Salient dates and times 2

Important legal notes 3

Definitions and interpretations 4

Action required by Stellar Capital shareholders 10

Circular to Stellar Capital shareholders 1. Introduction and purpose of this Circular 122. Incorporation, history and prospects 133. The Capital Raise 144. Pro forma financial effects of the Preference Share Issue 205. Expenses relating to the Capital Raise 226. Directors and senior management 227. Directors’ interests in securities 238. Directors’ interests in transactions 239. Directors’ and management remuneration 2410. Major beneficial shareholders 2411. Share capital 2512. Share price history 2613. Litigation statement 2614. Material changes 2615. Material and service contracts 2616. Advisers’ consents 2717. Directors’ responsibility statement 2718. Directors’ opinion 2719. Documents available for inspection 27

Annexure 1 Pro forma financial effects of the Preference Share Issue 28Annexure 2 Independent reporting accountants’ limited assurance report on the

pro forma financial effects of the Preference Share Issue 33Annexure 3 Amendments to the MOI 35Annexure 4 Conversion terms and voting rights 37Annexure 5 Salient terms of the ManCo Addendum 58Annexure 6 Information on the Preference Share Underwriters 61Annexure 7 Curricula vitae of the directors of Stellar Capital 62Annexure 8 Share price history of Stellar Capital 64Annexure 9 Material contracts and Transactions 65

Notice of General Meeting 67

Form of Proxy – General Meeting (for use by certificated shareholders and dematerialised shareholders with “own name” registration only) Attached

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SALIENT DATES AND TIMES


GENERAL MEETING 2015

Record date in order to be eligible to receive the Notice of General Meeting Friday, 16 October

Circular and Notice of General Meeting posted to shareholders on Thursday, 22 October

Last date to trade in Stellar Capital shares in order to be recorded in the register to vote at the General Meeting on Friday, 6 November

Voting Record Date by close of trade on Friday, 13 November

Last date to lodge forms of proxy in respect of the General Meeting by 10:00 on Tuesday, 17 November

General Meeting to be held at 10:00 on Thursday, 19 November

Results of General Meeting released on SENS on Thursday, 19 November

Filing of special resolutions relating to the amendments of the MOI with CIPC on or about Friday, 20 November

Notes

1. All times indicated in this Circular are local times in South Africa.

2. The dates and times indicated in the table above are subject to change. Any material changes will be released on SENS and published in the press.

3. Share certificates in the name of Stellar Capital will not be able to be rematerialised or dematerialised between Monday, 26 October 2015 and Friday, 13 November 2015 both days inclusive.

4. To be valid, the completed forms of proxy must be lodged with the Transfer Secretaries by no later than Tuesday, 17 November 2015 at 10:00, alternatively, such forms of proxy may be handed to the Company Secretary or chairperson of Stellar Capital prior to the commencement of the General Meeting.

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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 inform themselves about 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 solicitation would be unlawful.

The Capital Raise may be affected by the laws of the relevant jurisdictions of non‑resident shareholders. Such non‑resident shareholders should inform themselves about 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 Capital Raise, which is the subject of this Circular, including the obtaining of any governmental, exchange control or other consents or the making of any filings which may be required, the compliance with other necessary formalities, the payment of any issue, transfer or other taxes or other requisite payments due to such jurisdiction.

The Capital Raise is governed by the laws of South Africa and is subject to any applicable laws and regulations, including the Companies Act.

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 contains statements about the Company’s group of companies that are, or may be, forward–looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward‑looking statements. These forward‑looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events, and generally may be identified by the use of forward‑looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases.

By their nature, forward‑looking statements involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward‑looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward‑looking statements contained in this Circular.

All of the forward‑looking statements are based on estimates and assumptions, as regards the Company, made by the Company as communicated in publicly available documents by the Company, all of which estimates and assumptions, although the Company believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to the Company or not currently considered material by the Company.

Shareholders should keep in mind that any forward‑looking statement made in this Circular or elsewhere is applicable only at the date on which such forward‑looking statement is made. New factors that could cause the business of Stellar Capital not to develop as expected may emerge from time to time, and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward‑looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forward‑looking statements contained in this Circular after the date of this Circular, except as may be required by law.

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DEFINITIONS AND INTERPRETATION

In this document, unless the context indicates a contrary intention, a word or an expression which denotes any gender includes the other gender, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following words and expressions bear the meanings assigned to them below:

“Anchor Capital” means Anchor Capital Proprietary Limited (registration number 2009/002925/07), an authorised financial services provider (FSP 39834), a private company duly incorporated in accordance with the laws of South Africa on 5 October 2009, with its registered address at 25 Culross Rd, Sandton, 2191, South Africa, and a wholly owned subsidiary of Anchor Group Limited which is listed on the JSE;

“beneficial owner” means a person on whose behalf any dematerialised share (not held in “own name” form) is held by a CSDP or stockbroker or a nominee of a CSDP or stockbroker in accordance with a custody agreement;

“Board” or “directors” means the directors of Stellar Capital as at the Last Practicable Date, whose names are set out on page 23 of this Circular;

“Book‑build” means the book‑build to be undertaken by the Company for purposes of the Preference Share Issue;

“business day” means any day other than a Saturday, Sunday or official public holiday in South Africa;

“Cadiz” means Cadiz Holdings Limited (registration number 1997/007258/06), a public company duly incorporated in accordance with the laws of South Africa, in which Stellar Capital owns a 17.31% interest (excluding treasury shares) as at the Last Practicable Date;

“Cadiz Acquisition” means the proposed acquisition by Stellar Capital, acting through a special purpose vehicle, of a maximum additional 67 081 371 shares in Cadiz by way of a scheme of arrangement in terms of section 114(1) of the Companies Act, or failing which, by way of a general offer to all Cadiz shareholders, through the issue of 41 925 857 Stellar Capital shares at R2.00 per shares, such that Stellar Capital will indirectly hold 43.74% of the issued ordinary shares in Cadiz as detailed in the announcement released on SENS on 19 June 2015 and in a combined scheme circular posted on 31 August 2015;

“Capital Raise” means the proposed R1 000 000 000 capital raise by the Company through the Preference Share Issue and the Rights Issue;

“cents” means South African cents, in the official currency of South Africa;

“certificated shares” means shares that have not been dematerialised, the title to which is evidenced by a Document of Title;

“certificated shareholders” means shareholders who hold certificated shares;

“CIPC” means the Companies and Intellectual Property Commission, established in terms of section 185 of the Companies Act, or its successor body;

“Circular” means all the documents contained in this bound document dated 22 October 2015, together with the annexures hereto, and including the Notice of the General Meeting and the form of proxy;

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“common monetary area” means South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland;

“Companies Act” means the Companies Act, No. 71 of 2008, as amended, and where appropriate in the context includes a reference to the Companies Regulations;

“Competition Authorities” the Competition Commission and/or the Competition Tribunal and/or the Competition Appeal Court, of South Africa created in terms of the Competition Act, No. 89 of 1998, as amended from time to time;

“Companies Regulations” means the Companies Regulations 2011, promulgated in terms of section 223 of the Companies Act (which include the Takeover Regulations);

“Conversion” means the automatic conversion of the Preference Shares into the Conversion Shares in accordance with the Conversion Terms on a date not earlier than 42 days after the date of issue of the Preference Shares (or the redemption of the Preference Shares and the issue of the Conversion Shares in the event that the Preference Shares are incapable of automatic conversion into the Conversion Shares);

“Conversion Price” the price at which the Preference Shares are to be converted into ordinary shares, being the greater of R2.40 and a premium no lower than 20% to the closing ordinary share trading price on the day before the Book‑build of the Preference Shares;

“Conversion Right” a right afforded by Stellar Capital to the Preference Shareholders to elect to convert such Preference Share into the Conversion Shares, credited as fully paid;

“Conversion Shares” means the ordinary shares into which the Preference Shares will convert, or, in the event that the Preference Shares are incapable of automatic conversion into ordinary shares, the number ordinary shares to be issued following the redemption of Preference Shares, determined by dividing the Issue Price by the Conversion Price on the Conversion Date, subject to a maximum of 250 000 000 ordinary shares;

“Conversion Terms” means the terms of the Conversion as set out in Annexure 4;

“CSDP” means a “Participant”, as defined in section 1 of the Financial Markets Act;

“custody agreement” means a custody mandate agreement between a person and a CSDP or stockbroker, regulating their relationship in respect of dematerialised shares held on Stellar Capital’s uncertificated securities register administered by a CSDP or stockbroker on behalf of that person;

“dematerialised” means the process whereby paper share certificates or other Documents of Title are replaced with electronic records of ownership of shares or securities, with a CSDP or stockbroker, as contemplated in section 49(5) of the Companies Act and under the Strate system;

“dematerialised shares” means shares that have been dematerialised or have been issued in dematerialised form, and which are held in electronic form on Stellar Capital’s uncertificated securities register administered by a CSDP;

“ dematerialised shareholders”

means shareholders who hold dematerialised shares;

“Digicore” means Digicore Holdings Limited (registration number 1998/012601/06), a public company duly incorporated in accordance with the laws of South Africa, which is listed on the main board of the JSE, in which Stellar Capital previously owned a 19.26% interest;

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“Digicore Disposal” means the disposal by Stellar Capital of its shares in Digicore pursuant to a scheme of arrangement in terms of section 114(1) of the Companies Act, wherein Novatel Wireless Inc or its nominee acquired 100% of the issued share capital of Digicore, including those held by Stellar Capital, at an offer price of R4.40 per share, as detailed in a summary circular and full circular posted to Stellar Capital shareholders on 5 August 2015 and 18 August 2015 respectively;

“Documents of Title” means valid share certificates, certified transfer deeds, balance receipts or any other proof of ownership of Stellar Capital shares, reasonably acceptable to Stellar Capital;

“Exchange Control Regulations”

means the Exchange Control Regulations, 1961, as amended, made in terms of section 9 of the Currency and Exchanges Act, 1933 (Act No. 9 of 1933), as amended;

“Financial Markets Act” means the Financial Markets Act, No. 19 of 2012, as amended from time to time;

“Finalisation Date” the finalisation date for the Rights Issue determined in accordance with Schedule 24.2(o) of the Listings Requirements;

“General Meeting” means the general meeting of Stellar Capital shareholders to be held at 10:00 on Thursday, 19 November 2015 at Level P3, Oxford Corner, corner Jellicoe Avenue and Oxford Road, Rosebank, Johannesburg, to consider and, if deemed fit, approve the resolutions required to implement the Capital Raise;

“Goliath Gold” means Goliath Gold Mining Limited (registration number 1933/004523/06), a public company duly incorporated in accordance with the laws of South Africa, which is listed on the main board of the JSE, in which Stellar Capital owns a 22.93% interest as at the Last Practicable Date;

“Goliath Gold Disposal” means the disposal by Stellar Capital of its shares in Goliath Gold pursuant to a scheme of arrangement in terms of section 114 of the Companies Act, whereby Gold One Africa Limited will acquire 100% of the issued share capital of Goliath Gold, including those held by Stellar Capital, and Goliath Gold shareholders may elect to either receive an immediate cash payment of R1.00 per Goliath Gold share or a deferred cash payment of R1.60 per Goliath Gold share after the expiry of 18 months following the implementation of the scheme, as more fully detailed in the joint firm intention announcement released on SENS on 22 September 2015. Stellar Capital has irrevocably undertaken to accept the deferred cash payment;

“IFRS” means International Financial Reporting Standards;

“Issue Price” means R1 000 000, being the subscription price payable as consideration for the issue of each Preference Share;

“JSE” means the JSE Limited (registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act;

“King III Code” means the King Report on Corporate Governance for South Africa 2009;

“Last Practicable Date” means 19 October 2015, being the last practicable date prior to the finalisation of this Circular;

“Listings Requirements” means the Listings Requirements of the JSE in force as at the Last Practicable Date;

“ManCo” means Thunder Securitisations Proprietary Limited (registration number 2010/021751/07), a private company duly incorporated in accordance with the laws of South Africa, a wholly owned subsidiary of Stellar Investment Holdings, and the management company of Stellar Capital in terms of the Management Agreement;

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“Management Agreement” means the agreement dated 8 December 2014 between Stellar Capital and ManCo in terms of which ManCo will manage the portfolio of the Company in accordance with Section 15 of the Listings Requirements, the salient terms of which were included in Annexure 2 in a circular posted to Stellar Capital Shareholders on 8 December 2014;

“ManCo Addendum” means the addendum to the Management Agreement to be signed between Stellar Capital and ManCo revising certain terms of the Management Agreement as detailed in Annexure 5, which addendum is subject to the approval of shareholders at the General Meeting;

“MOI” means the Memorandum of Incorporation of the Company;

“net asset value” means the value of the total assets (non‑current assets plus current assets and including financial assets) minus total liabilities (non‑current liabilities plus current liabilities and including financial liabilities);

“net tangible asset value” means the net asset value less the value of goodwill and other intangible assets;

“notice of General Meeting” means the notice of General Meeting forming part of this Circular;

“Offering Circular” the offering circular to be issued by Stellar Capital regarding the placement of the Preference Shares with Qualifying Investors;

“ordinary share(s)” means ordinary shares of no par value in the share capital of Stellar Capital, which shares are listed on the Main Board of the securities exchange operated by the JSE;

“ own name” dematerialised shareholders”

means dematerialised shareholders who/which have elected to have “own name” registration;

“Preference Shareholders” means the registered holders of the Preference Shares which, pursuant to the Preference Share Issue, are expected to be the Preference Share Underwriters and other Qualifying Investors;

“Preference Share Issue” means the placement and issue of 600 Preference Shares to Qualifying Investors, as will be more fully detailed in the Offering Circular to be issued on or about 19 November 2015;

“Preference Shares” 600 cumulative, redeemable convertible preference shares of no par value, incorporating the Conversion Terms and Voting Rights, and having the further preferences, rights, limitations and other terms as determined by the directors prior to issue thereof in terms of and as contemplated in section 36(1)(d) of the Companies Act, created through the amendment of the MOI, which amendment will be proposed for approval by shareholders at the General Meeting;

“Preference Share Terms” means the preferences, rights, limitations and other terms of the Preference Shares, which will incorporate the Conversion Terms and Voting Rights, and will otherwise be determined by the Board prior to issue thereof;

“ Preference Share Underwriters”

means jointly Thunder, Shanike and Titan, details of which are included in Annexure 6 of this Circular;

“ Preference Share Underwriting Agreement”

means each agreement entered into between Stellar Capital and each of the Preference Share Underwriters, in terms of which each Preference Share Underwriter agrees to subscribe for their respective portion of the underwritten portion of the Preference Shares issued pursuant to the Preference Share Issue for any Preference Shares not taken up by Qualifying Investors, which commitments are as set out in paragraph 3.1.4 of this Circular;

“Prime Rate” means the publicly quoted prime rate of interest (per cent per annum) as published by First National Bank from time to time;

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“Qualifying Investors” means selected investors in South Africa and other jurisdictions to whom the Offering Circular will specifically be addressed, which may include the Preference Share Underwriters;

“ Questco” or “Independent Expert”

means Questco Proprietary Limited (registration number 2002/005616/07), a private company incorporated in accordance with the laws of South Africa and the appointed independent expert in respect of the Preference Share Issue;

“Rand” or “R” means South African rand, the official currency of South Africa;

“register” means Stellar Capital’s share register, including all sub‑registers;

“Rights Issue” the proposed rights issue of the Rights Issue Shares to shareholders, to be made at the Rights Issue Share Price and otherwise in accordance with the terms of the Rights Issue Circular, further details of which are set out in paragraph 3.2;

“Rights Issue Circular” means the circular to Stellar Capital shareholders in respect of the Rights Issue and containing a form of instruction, where applicable;

“Rights Issue Share Price” the price at which the Rights Issue Shares are to be offered to shareholders in terms of the Rights Issue;

“Rights Issue Shares” such number of ordinary shares to be issued by Stellar Capital in terms of the Rights Issue in order to raise R400 000 000;

“Rights Issue Underwriters” means Thunder and Anchor Capital;

“RMB” or “Arranger” means Rand Merchant Bank, a division of FirstRand Bank Limited (registration number 1929/001225/06), a public company duly incorporated in accordance with the laws of South Africa;

“Roodt” means Cornelius Johannes Roodt, ID Number 5902215052087, an independent, non‑executive director of Stellar Capital and a related party to Stellar Capital;

“SENS” means the Stock Exchange News Service, the news service operated by the JSE;

“ Stellar Investment Holdings”

means Stellar Investment Holdings Proprietary Limited (registration number 2015/030465/07), a private company duly incorporated in accordance with the laws of South Africa having its registered address at Office 202, Cape Quarter, 27 Somerset Road, Green Point and owned by Navy Sky Investments Proprietary Limited as to 30%, Lavender Sky Investments 40 Proprietary Limited as to 32.5%, Ryan Wood Collier (or his nominee) as to 12.5% and Thunder as to 25%;

“ shareholders” or “Stellar Capital shareholders”

means certificated and dematerialised registered holders of Stellar Capital shares;

“ordinary shares” means ordinary shares of no par value in the share capital of Stellar Capital;

“Shanike” means Shanike Investments 322 Proprietary Limited (registration number 2015/339600/07), a private company duly incorporated in South Africa, with its registered address at 42 Muir Road, Rondebosch, 7700, Cape Town, an associate of CE Pettit (CEO of the Company) and accordingly a related party to Stellar Capital;

“South Africa” means the Republic of South Africa;

“Stellar Advisers” means Stellar Advisers Proprietary Limited (previously AfrAsia Corporate Finance Proprietary Limited) (registration number 2007/015289/07), an authorised financial services provider (FSP 32488), a private company incorporated in accordance with the laws of South Africa;

“Stellar Capital Group” or “Group”

means Stellar Capital and its subsidiaries from time to time;

“stockbroker” means any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act;

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“Strate” means Strate Proprietary Limited (registration number 1998/022242/07), a private company incorporated in accordance with the laws of South Africa, a registered central securities depository which is responsible for the electronic settlement system used by the JSE;

“sub‑register” means each of Stellar Capital’s sub‑registers of members administered and maintained by CSDPs in electronic form;

“subsidiary” means a subsidiary company, as defined in section 3 of the Companies Act;

“Thunder” Thunder Capital Proprietary Limited (registration number 2007/028624/07), a private company incorporated in South Africa, with its registered address at Office 202, Cape Quarter, the Square, 27 Somerset Road, Green Point, Cape Town, 8001, and a related party to Stellar Capital;

“Titan” means Titan Financial Services Proprietary Limited (registration number 1996/006040/07), a private company duly incorporated in South Africa, with its registered address at 36 Stellenberg Road, Parow Industria, 7943, and a related party to Stellar Capital, controlled by Christo Wiese and JD Wiese;

“Torre” means Torre Industries Limited (registration number 2012/144604/06), a public company incorporated in accordance with the laws of South Africa on 13 August 2012, the shares of which are listed on the Main Board of the JSE, and having its registered address at 59 Merino Avenue, City Deep, Johannesburg, 2197;

“Torre Acquisition” means the acquisition by Stellar Capital of 175 365 614 ordinary shares in the issued share capital of Torre, constituting 34.62% of the issued ordinary shares of Torre, for a purchase consideration of R910 391 385 as detailed in a circular to Stellar Capital shareholders on 4 September 2015, which acquisition was approved at a general meeting of Stellar Capital shareholders on 21 October 2015;

“Transfer Secretaries” or “Computershare”

means Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company incorporated in accordance with the laws of South Africa and the Transfer Secretaries of Stellar Capital;

“VAT” means Value Added Tax, levied in terms of the provisions of the Value‑Added Tax Act No. 89 of 1991, as amended;

“Voting Record Date” means the date on which shareholders must be recorded in the register in order to attend, speak at and vote at the General Meeting, which date is expected to be Friday, 13 November 2015;

“Voting Rights” means the voting rights attaching to the Preference Shares, as set out in Annexure 4; and

“VWAP” means the volume weighted average trading price of the ordinary shares listed on the JSE for the 30 (thirty) days on which trading takes place through the usual trading systems of the JSE.

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ACTION REQUIRED BY STELLAR CAPITAL SHAREHOLDERS


This Circular is important and requires your immediate attention. The action you need to take is set out below. If you are in any doubt as to what action to take, you should consult your stockbroker, banker, legal adviser, CSDP, accountant, attorney or other professional adviser. If you have disposed of your Stellar Capital shares, this Circular should be handed to the purchaser of such Stellar Capital shares or the stockbroker, banker, CSDP or other agent through whom the disposal was effected.

Please take careful note of the following provisions regarding the action to be taken by shareholders. If you are in any doubt as to what action you should take, please consult your stockbroker, banker, legal adviser, CSDP or other professional adviser immediately.

1. GENERAL MEETING

A general meeting of shareholders will be held at 10:00 on Thursday, 19 November 2015 at Level P3, Oxford Corner, corner Jellicoe Avenue and Oxford Road, Rosebank, Johannesburg, to consider and, if deemed fit, to approve, with or without modification, the resolutions required to implement the Capital Raise. A notice convening the General Meeting is attached to, and forms part of, this Circular.

1.1 If you have dematerialised your stellar capital shares and do not have “own-name” registration

1.2 Voting at the General Meeting

1.2.1 If your dematerialised Stellar Capital shares are not recorded in your own name in the electronic sub‑register of Stellar Capital, you should notify your duly appointed CSDP or stockbroker, as the case may be, in the manner and subject to the cut‑off time stipulated in the custody agreement governing the relationship with your CSDP or stockbroker, of your instructions as regards voting your Stellar Capital shares at the General Meeting. If you have not been contacted, it would be advisable for you to contact your CSDP or stockbroker immediately and furnish them with your instructions.

1.2.2 If your CSDP or stockbroker does not obtain voting instructions from you, your CSDP or stockbroker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP or stockbroker.

1.2.3 You must not complete the attached form of proxy.

1.3 Attendance and representation at the General Meeting

1.3.1 In accordance with the custody agreement between you and your CSDP or stockbroker, you must advise your CSDP or stockbroker if you wish to:

1.3.1.1 attend, speak and vote at the General Meeting; and/or

1.3.1.2 send a proxy (including the Chairman of the General Meeting) to represent you at the General Meeting.

1.3.2 Your CSDP or stockbroker should then issue the necessary Letter of Representation to you for you or your proxy to attend, speak and vote at the General Meeting.

1.4 If you have not dematerialised your stellar capital shares or if you have dematerialised your stellar capital shares with “own-name” registration

1.4.1 Voting, attendance and representation at the General Meeting

1.4.2 You may attend, speak and vote at the General Meeting in person (or, if you are a company or other body corporate, be represented by a duly authorised natural person).

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1.4.3 Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy in accordance with its instructions and returning it to the Transfer Secretaries at Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received by them no later than 48 hours before the commencement of the General Meeting, (or any adjournment of the General Meeting), excluding Saturdays, Sundays and official public holidays, being no later than 10:00 on Tuesday, 17 November 2015.

1.4.4 Alternatively, a form of proxy may be handed to the Company Secretary or Chairperson of the Company at the meeting until the commencement of the General Meeting.

1.4.5 If you wish to dematerialise your Stellar Capital shares, please contact your CSDP or stockbroker. Shareholders should note that it will take between 1 and 10 business day(s) to dematerialise your Stellar Capital shares through your CSDP or stockbroker. Shareholders that do not have a CSDP or stockbroker can contact any CSDP or stockbroker, or, alternatively, Computershare directly on (011) 370 5000, to dematerialise their Stellar Capital shares.

Shareholders are advised that no facilities for electronic participation in the General Meeting will be made available.

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DD Tabata (Chairman)*#

CE Pettit (Chief Executive Officer)CB de Villiers (Chief Financial Officer)PJ van Zyl*L Mangope*#

CJ Roodt*#

J de Bruyn*#

CC Wiese*#

CH Wiese^

*Non-executive #Independent ^Alternate

CIRCULAR TO STELLAR CAPITAL SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR

The Company intends pursuing a new capital raising programme in order to make capital available for investment purposes. Aligned to Stellar Capital’s growth strategy, the proposed Capital Raise, provides the following benefits:• diversified, cost efficient capital;• strengthens the Company’s balance sheet;• effectively lowers the Company’s cost of capital; and• is non‑dilutionary for ordinary shareholders.

1.1 Stellar Capital intends to raise up to R1 000 000 000 from existing shareholders and Qualifying Investors through:

1. The issuing of Preference Shares, in terms of which 600 Preference Shares will be issued through the Offering Circular, at the discretion of the directors. The Preference Share Issue is therefore expected to raise R600 000 000 at a price of R1 000 000 per Preference Share.

The full amount of R600 000 000 has been underwritten by the Preference Share Underwriters. The Offering Circular, a separate document governing the detailed terms of the Preference Shares, is expected to be provided to Qualifying Investors on or about 19 November 2015.

2. The Rights Issue, in terms of which a maximum capital of R400 000 000 will be raised. The terms of the Rights Issue are expected to be announced on or about 3 November 2015.

The Rights Issue is underwritten by the Rights Issue Underwriters.

3. In order for the Company to prepare for the Capital Raise, specific details of which will be included in the Offering and Rights Issue Circulars, the directors propose that the following be considered and approved by shareholders:• the Company increase its authorised ordinary share capital through the creation of an

additional 1 000 000 000 ordinary shares;• the Company increase its authorised share capital through the creation of 600 Preference

Shares, all of which are to be issued pursuant to the Preference Share Issue;

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• the Company amends its MOI to enable the proposed changes to the share capital set out in this Circular to be implemented; and

• the Company amends the terms of the Management Agreement.

1.2 The purpose of this Circular is to furnish Stellar Capital shareholders with information relating to the Capital Raise so as to allow them sufficient information required to vote on the proposed resolutions prepared for the Capital Raise and required to be obtained in accordance with the Companies Act and the Listings Requirements and to convene a General Meeting at which shareholders will be requested to approve the proposed resolutions.

2. INCORPORATION, HISTORY AND PROSPECTS

2.1 Stellar Capital is an investment company focused on investing in listed and unlisted assets, working with management teams to create market leading businesses and ultimately realising and delivering value to its shareholders.

2.2 Stellar Capital’s incorporation involved the conclusion of several approved transactions to convert ConvergeNet Holdings Limited (“CVN”) to the listed investment vehicle through which Stellar Capital’s strategy could be implemented.

2.3 Cautionaries were withdrawn in September 2014 when the detailed plans were announced regarding the establishment of Stellar Capital – this included the disposal of the remaining CVN assets, the acquisition of an initial investment portfolio, certain board changes, JSE sector change and the intention to raise R150 million through a private placement of new ordinary shares.

2.4 The combination of strong management and the backing of the Wiese family, led to an oversubscribed private placement in October 2014 which facilitated the entry of strong, core strategic and institutional shareholders, including the Wiese family, Investec Asset Management, Nedbank Wealth and Momentum Asset Management amongst others.

2.5 Since then, Stellar Capital’s investment team has focused both on its initial portfolio, agreeing terms for the realisation of value of three of its initial four investments and concluding the acquisition of initial stakes in a further four investments, enabling the creation of three strategic investment platforms in industrials, information technology and financial services.

2.6 Stellar Capital’s net asset value has grown from R200 000 000 to R534 000 000 per the latest interim results for the 6 months ended 31 May 2015 as released on SENS on 31 July 2015, through this process and pursuant to the completion of its current pipeline of transactions being the completion of the Cadiz Acquisition, Digicore Disposal and Torre Acquisition, the net asset value is expected to increase to approximately R1 470 000 000, as shown in the pro forma financial effects included in the circular relating to the Torre Acquisition.

2.7 Stellar Capital believes that it has a competitive advantage through the strength of its network providing access to proprietary deal flow, coupled with a management and investment team with demonstrable track record in building value in businesses and generating exceptional shareholder return.

2.8 Stellar Capital will look to build on the platform created and has an exciting pipeline of opportunities lined up for 2016.

2.9 Investment strategy

2.9.1 The investment strategy of the Company, as included in the Company’s investment charter and which was formally approved by the Board on 3 December 2014, encompasses the following objectives:

2.9.1.1 to grow a portfolio of equity, debt and hybrid securities, unconstrained by any particular market or sector, in listed and unlisted businesses, that will generate above average returns on capital for the Company’s shareholders;

2.9.1.2 to apply a hands‑on investment approach, in order to assist management teams and to provide strategic input, without assuming direct operational responsibility;

2.9.1.3 to apply a flexible investment approach relating to the timing and duration of investments;

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2.9.1.4 to actively engage with investee companies in relation to their corporate activity and other strategic initiatives; and

2.9.1.5 to leverage the existing network of ManCo to create a unique, well‑diversified investment vehicle which will be an attractive proposition for institutional investors.

2.10 In furtherance of this strategy, Stellar Capital intends to undertake acquisitions as and when opportunities that meet Stellar Capital’s investment criteria are identified.

2.11 Prospects

2.11.1 The prospects for the Group are positive and the Board is optimistic about the future. Following the completion of the Capital Raise, the Stellar Capital Group will have a scalable balance sheet that will allow it to execute the transactions in its immediate pipeline as well as pursue further strategic investments targeted for 2016.

2.11.2 Through its existing platform investments, network of business associates and ability to leverage its shareholders of reference, Stellar Capital is uniquely positioned to access unique and proprietary deal flow. This together with the execution capability of its investment team and track record of value creation post investment, offers shareholders access to a high growth, yet diversified platform.

2.11.3 The Board has considered all the information available to it and is confident that value will be created for shareholders through the Capital Raise.

3. THE CAPITAL RAISE

As mentioned in paragraph 1, the Company intends to raise R1 000 000 000 through the Capital Raise, thereby improving the Company’s capital structure and its ability to make value‑adding investments.

The proceeds from the Capital Raise will primarily be applied towards Stellar Capital’s immediate pipeline investments which include:– investment in certain proprietary high‑yielding credit funds;– follow‑on equity investment in established investment platforms; and– further large strategic investments targeted for 2016 that will enhance the scale and quality of the

Company’s portfolio.

3.1 Preference shares issue

3.1.1 Rationale

3.1.1.1 The Company intends to raise R600 000 000 through the Preference Share Issue.

3.1.1.2 Preference Shares are considered by the Company to be an attractive form of financing which allows the Company to diversify its balance sheet.

3.1.1.3 The Preference Shares will also allow the Company to raise capital at a lower cost with a predictable yield and a reduced level of shareholder dilution as compared to that which would be required through an equity issuance.

3.1.2 Salient terms of the Preference Shares

3.1.2.1 The Preference Shares are a class of shares as contemplated in section 36(1)(d) of the Companies Act, and save for the Conversion Terms and Voting Rights (which are incorporated in the Preference Share Terms upfront), the preferences, rights, limitations and other terms associated with the Preference Shares will be determined by the Board prior to the issue thereof. The intention of the Board is that the Preference Shares will have such features as are typically associated with such instruments in the South African market. In this regard, shareholders are advised that the dividend rate (which will be no higher than 95% of Prime), the ranking, Issue Price, redemption price, financial covenants, negative pledge, events of default and redemption events are in line with South African standards for such instruments.

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3.1.2.2 Shareholders will therefore be requested to authorise the Board, by way of a special resolution, to issue the Preference Shares subject to the following limitations:

3.1.2.2.1 the authority will be valid from the date of adoption of the relevant special resolution until the next Annual General Meeting of the Company;

3.1.2.2.2 the amount to be raised by the issue of the Preference Shares is R600 000 000;

3.1.2.2.3 the Conversion Price is set at the greater of R2.40 and 20% above the closing ordinary share trading price the day before the date of the Book‑build. The maximum number of ordinary shares into which the Preference Shares may convert is 250 000 000 ordinary shares, in the event the Preference Shareholders elect the Conversion;

3.1.2.2.4 Preference Shares may only be issued if the Board is of the opinion that the terms of the issuance as negotiated and agreed with Qualifying Investors are at arm’s length, and that, having taken prevailing market conditions into account that the commercial and technical terms and features of the Preference Shares are typically associated with such instruments in the South African market.

3.1.2.3 The Preference Shares are intended to be issued to Qualifying Investors. The Preference Share Underwriters and Roodt have indicated they will participate in the Preference Share Issue, subject to the approval of other Stellar Capital shareholders at the General Meeting and provided that Stellar Capital has procured a fairness opinion from an independent expert in accordance with the Listings Requirements, and that the independent expert has confirmed that the issue of the Preference Shares is fair insofar as the Stellar Capital shareholders are concerned. Participants and their associates will be precluded from voting on the resolutions relating to the Preference Share Issue, to the extent that they hold shares in the Company prior to the General Meeting.

3.1.2.4 The Preference Shares will have the Voting Rights set out in Annexure 4 of this Circular read with the MOI. The Preference Shares will have no other voting rights. Upon Conversion, the ordinary shares into which the Preference Shares convert will rank pari passu with the other ordinary shares in all respects, including in respect of voting rights.

3.1.2.5 The Company will not apply for a listing of the Preference Shares on the JSE at this stage but may do so within six months of the date of their issue.

3.1.2.6 The creation of the Preference Shares, as a change to the authorised share capital of the Company, will become effective on the date on which the required resolutions amending the MOI are filed with CIPC.

3.1.3 Salient features of the Conversion Terms

3.1.3.1 If a Preference Shareholder elects to exercise its Conversion Rights pursuant to the Conversion Terms, the Preference Shares will automatically convert into the required number of ordinary shares, which will be delivered to the relevant Preference Shareholders as soon as possible and in any event within 15 business days after the Conversion Date (as defined in the Conversion Terms), which at an initial conversion price, will be at a premium no less than 20% to the closing ordinary share trading price the day before the Book‑build. The ordinary shares into which the Preference Shares convert (or the ordinary shares issued upon conversion in the event that the Preference Shares are incapable of automatic conversion) will rank pari passu with the ordinary shares already in issue.

3.1.3.2 The proposed Preference Share Terms provide for certain market standard Conversion Price adjustment events. These adjustment events will only be triggered on certain actions by the Company which would have a material impact

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on the attributable value per share, including, inter alia, discounted rights issues and distributions. An adjustment event would therefore have an impact on the Conversion Price and consequent number of Conversion Shares. However, the Conversion Price adjustments will serve only to put the Preference Shareholders in the same effective economic position as that which the Preference Shareholders were on at the time of subscription for the Preference Shares. Details of the Conversion mechanics and Conversion Price adjustment events have been included in Annexure 4 of this Circular.

3.1.3.3 Stellar Capital shareholders are accordingly requested to approve the specific authority for the Board to allot and issue 600 Preference Shares.

3.1.4 Underwriting

3.1.4.1 In terms of the Preference Share Underwriting Agreements, the Preference Share Underwriters have agreed to subscribe for the Preference Share Issue in full. Details of the commitments of the Preference Share Underwriters are contained in the table below:

Name of Underwriter

Maximum amount

underwritten

Number of Preference

Shares

% of Preference

Share Issue Underwritten

Shanike R300 000 0001 300 40.00Titan R200 000 000 200 40.002

Thunder R100 000 000 100 20.002

TOTAL R600 000 000 600 100.00

1. If the Arranger, has procured subscriptions from third parties other than Shanike, Titan or Thunder, which offers for subscription are accepted by Stellar Capital, for less than R100 000 000 (the “Shortfall”), then Shanike shall subscribe and pay for the underwritten Preference Shares in the aggregate amount of such Shortfall (“Shortfall Shares”); plus 40% of the balance of the underwritten Preference Shares, after subscription and payment by Shanike of the Shortfall Shares, if any, subject to a maximum subscription of 300 underwritten Preference Shares, being R300 000 000 at the Issue Price.

2. Represents respectively 40% and 20% of the balance of the underwritten Preference Shares after subscription and payment by Shanike of the Shortfall Shares, if any (see note 1 above).

3. Certain of the Preference Share Underwriting Agreements are subject to conditions as disclosed in the agreements which are available for inspection per paragraph 19 of this Circular.

3.1.4.2 In terms of the Preference Share Underwriting Agreements, the Company will pay underwriting fees to the Preference Share Underwriters of 1% of the amount underwritten upon fulfilment of the underwriting and subscription commitment of the Preference Share Underwriter.

3.1.4.3 The Preference Share Underwriters have satisfied the Board that they are able to fulfil their commitments in terms of the Preference Share Underwriting Agreements.

3.1.4.4 Further particulars of the Preference Share Underwriting Agreements will be contained in the Offering Circular.

3.1.5 Authority of the directors to issue Preference Shares

3.1.5.1 In terms of paragraph 10 of the MOI, the directors are required to obtain the approval of Stellar Capital shareholders in order to be able to allot and issue the authorised share capital of the Company.

3.1.5.2 Consequently, Stellar Capital shareholders are requested to provide the requisite authority to the directors to issue the Preference Shares at the Issue Price in order for the Company to raise R600 000 000.

3.1.5.3 The Offering Circular in relation to the Preference Share Issue will be sent to select investors participating in the private placement of the Preference Shares. Results of the private placement will be released on SENS and the Offering Circular will also be made available on the Company’s website, www.stellarcapitalpartners.co.za.

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3.1.6 Conditions precedent

The Preference Share Issue is subject to the fulfilment of the condition that all requisite Stellar Capital shareholder and regulatory approvals have been obtained relating to the increase in the authorised ordinary share capital, the creation and issuing of the Preference Shares, the amendment of the MOI, the authority to issue the Preference Shares, and, to the extent applicable, the issue of Preference Shares to related parties of the Company and a fair fairness opinion for issues to related parties.

3.1.7 Categorisation and regulatory approvals

It is anticipated that some of the parties to whom the Preference Shares may be issued will be related parties and directors of Stellar Capital. Accordingly, the notice attached to this Circular contains resolutions seeking the approval of Stellar Capital shareholders to authorise the issuing of the Preference Shares to such related parties and directors of Stellar Capital, to the extent exercised. Qualifying Investors, related parties and their associates who will participate in the Preference Share Issue will be precluded from voting on those resolutions pertaining to the issue of Preference Shares.

3.1.8 Fairness opinion

In terms of the Listings Requirements, any issue of convertible securities to a related party or director is subject to a fairness opinion being obtained from an independent expert acceptable to the JSE. Consequently, to the extent that the Preference Shares are issued to related parties of Stellar Capital (including the Preference Share Underwriters), this will be subject to the Board obtaining such a fairness opinion, and that the fairness opinion confirms that such issue is fair insofar as Stellar Capital shareholders is concerned.

3.2 Rights issue

3.2.1 Rationale

3.2.1.1 The Company intends to raise R400 000 000 through the Rights Issue.

3.2.1.2 The purpose of the Rights Issue is to complete the stated Capital Raise and to provide an option to the existing shareholders to follow their rights and further participate in the continued growth of the Company.

3.2.1.3 The proceeds of the Rights Issue together with the proceeds of the Preference Share Issue, will provide the Company with sufficient capital to fund the debt and equity investments in its immediate pipeline, as well as certain identified strategic acquisitions targeted for 2016.

3.2.1.4 The terms of the Rights Issue will be detailed in the finalisation announcement which is expected to be announced on or about 3 November 2015.

3.3 Exchange control regulations

3.3.1 Foreign shareholders

3.3.1.1 The Capital Raise may be affected by the laws of the relevant jurisdiction of a foreign shareholder. A foreign shareholder should acquaint itself with and observe any applicable legal requirements of such jurisdiction in relation to all aspects of this Circular that may affect it. It is the responsibility of each foreign shareholder to satisfy itself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Capital Raise, including the obtaining of any governmental, exchange control or other consents, the making of any filings which may be required, the compliance with other necessary formalities and the payment of any taxes or other requisite payments due in such jurisdiction.

3.3.1.2 The Capital Raise is governed by the laws of South Africa and is subject to any applicable laws and regulations, including the Exchange Control Regulations.

3.3.1.3 Any shareholder who is in doubt as to its position, including, without limitation, its tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

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3.3.2 Exchange control regulations

3.3.2.1 The following is a summary of the Exchange Control Regulations. It is intended as a guide only and is not a comprehensive statement of the Exchange Control Regulations which apply to the investors and shareholders participating in the Capital Raise (referred to as “Participants” for the purpose of this paragraph). Participants who have any queries regarding the Exchange Control Regulations should contact their own professional advisers without delay.

3.3.3 Residents of the common monetary area

3.3.3.1 In the case of:

3.3.3.1.1 Participants with “own name” holding whose registered addresses in the Company’s share register are within the common monetary area and whose relevant Stellar Capital shares are not restrictively endorsed in terms of the Exchange Control Regulations, will have their relevant shares in terms of the Capital Raise, posted to them; or

3.3.3.1.2 Participants whose relevant Stellar Capital shares are held by CSDPs or stockbrokers on their behalf as nominees and whose registered addresses in the sub‑register managed by CSDPs or stockbrokers are within the common monetary area and whose accounts with their CSDP or stockbroker have not been restrictively designated in terms of the Exchange Control Regulations, will have their relevant shares in terms of the Capital Raise, reflect in the account nominated for the relevant Participant’s by their duly appointed CSDP or stockbroker in terms of the provisions of the custody agreement with their CSDP or stockbroker.

3.3.4 Emigrants from the Common Monetary Area

3.3.4.1 A Participant holding dematerialised Stellar Capital shares who is an emigrant whose registration has been marked as an “emigrant” will have their relevant shares in terms of the Capital Raise, credited to their emigrant blocked share accounts at the CSDP controlling their blocked portfolios.

3.3.4.2 A Participant with certificated Stellar Capital shares who is an emigrant whose registered address is outside the common monetary area and whose relevant Stellar Capital shares have been restrictively endorsed under the Exchange Control Regulations will, against delivery of the Participant’s relevant shares in terms of the Capital Raise, have their shares similarly endorsed “emigrant” and sent to the authorised dealer controlling the blocked assets of the emigrant Participant.

3.3.4.3 In terms of a recent relaxation to the exchange control rulings, emigrants may externalise the consideration by making application to the Financial Surveillance Department of the South African Reserve Bank via the requisite authorised dealer channel. Previously, a 10% levy would have been payable on externalisation. This is however no longer the position and the consideration may, on application, be externalised free of the levy.

3.3.5 Non-residents of the Common Monetary Area

3.3.5.1 A Participant who is a non‑resident of South Africa who is reflected as having a registered address outside the common monetary area and whose relevant shares are in dematerialised form that have been restrictively endorsed under the Exchange Control Regulations will have its relevant shares credited to the share account at the CSDP controlling the Participant’s portfolio.

3.3.5.2 A Participant who is a non‑resident of South Africa who is reflected as having a registered address is outside the common monetary area and whose relevant shares are in certificated form that have been restrictively endorsed under the Exchange Control Regulations will have its shares forwarded to the authorised

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dealer in foreign exchange in South Africa nominated by such holder. It will be incumbent on the Participant concerned to instruct the nominated authorised dealer as to the disposal of the relevant shares, against delivery of the relevant shares in terms of the Capital Raise. It will be incumbent on the Participant concerned to instruct the nominated authorised dealer as to the acceptance of the shares, against delivery of the relevant shares.

3.3.5.3 Should any cash consideration become payable to an emigrant or non‑resident of South Africa, such amount will be forwarded to the authorised dealer in foreign exchange controlling such Participant’s assets for credit to the Participant’s blocked accounts.

3.4 Amendments to the MOI and share capital

3.4.1 Rationale and salient terms

The Board proposes that the MOI be amended to reflect the increase in the authorised ordinary share capital of the Company and the creation of the Preference Shares in accordance with the amendments contained in Annexure 3.

The increase in the ordinary shares and the creation of the Preference Shares will enable the Company to raise additional capital with which to make further investments that create value for shareholders.

In accordance with the Listings Requirements, the proposed amended MOI has been approved by the JSE.

3.4.2 Conditions precedent

3.4.2.1 The amendment of the MOI is subject to:

3.4.2.1.1 approval by shareholders being obtained; and

3.4.2.1.2 filing of the requisite resolutions effecting the amendment of the MOI with CIPC.

3.5 Addendum to the Management Agreement

3.5.1 Rationale

ManCo was established to incentivise the management of Stellar Capital and specifically contain the fixed costs of the Company through the Management Agreement. The terms of the Management Agreement however, could be perceived to be onerous and accordingly, the Company and the shareholders of ManCo have agreed to amend the terms.

Under the proposed new terms, the overall fee structure will be reduced, with performance fees being subject to return hurdles and high water marks. ManCo will also be incentivised to focus on growth in net asset value per share rather than growth of the net asset value of the Company.

3.5.2 Salient terms of the amendments to Management Agreement

The salient terms of the ManCo Addendum are detailed in Annexure 5 of this Circular.

3.5.3 Conditions precedent and regulatory approvals

The Management Agreement was approved by Stellar Capital shareholders at a meeting on 16 January 2015. Whilst in the opinion of the Board, the Addendum provides for improved terms for shareholders and the Company, it does however still require Stellar Capital shareholder approval, in terms of the Listings Requirements.

ManCo and its associates will be precluded from voting on the resolution approving the ManCo Addendum.

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4. PRO FORMA FINANCIAL EFFECTS OF THE PREFERENCE SHARE ISSUE

4.1 The table below sets out the pro forma financial effects of the Preference Share Issue and Conversion of Convertible Preference Shares (having taken the Cadiz Acquisition, the Digicore Disposal and Torre Acquisition into account) on Stellar Capital (“Transactions”).

4.2 The pro forma consolidated statement of comprehensive income for the six month period ended 31 May 2015 and pro forma consolidated statement of financial position at 31 May 2015, and taking into account the Transactions, have been prepared for illustrative purposes only, based on current information available to the directors, in order to provide information about the financial effects of the Transactions on the financial position of the Company. Due to its nature, the pro forma financial information may not fairly present the Company’s financial position, changes in equity and results of operations or cash flows after the Transaction, and are based on the assumptions that:

4.2.1 for the purpose of calculating earnings per share and headline earnings per share, the Transactions were implemented on 1 December 2014; and

4.2.2 for the purpose of calculating net asset value per share and net tangible asset value per share, the Transactions were implemented on 31 May 2015.

4.3 The pro forma financial information has been prepared using the most recent financial period of the Company for the unaudited six‑month period ended 31 May 2015 in terms of the Listings Requirements and guidelines issued by the South African Institute of Chartered Accountants.

4.4 The accounting policies of Stellar Capital have been used in calculating the pro forma financial effects. The accounting policies used are consistent with previous accounting policies used by Stellar Capital and the accounting policies herein have been applied on the same basis, save for the addition of a new accounting policy in respect the issue of Convertible Preference shares as follows:

4.5 Accounting policy with respect to convertible preference shares:

4.5.1 Convertible preference shares issued by the Group have been treated as compound financial instruments in accordance with IAS 32. The liability and equity components of the convertible preference shares have been separately classified as financial liabilities and equity instruments respectively in accordance with par 15 of IAS 32.

4.5.2 The carrying amount of the financial liability component of the compound instrument has been determined with reference to the fair value of a similar instrument that does not have an associated equity conversion right. The carrying amount of the equity component of the compound financial instrument has been determined by deducting the fair value of the financial liability component from the fair value of the compound financial instrument as a whole.

4.6 The directors of the Company are responsible for the preparation of the pro forma financial information contained in this Circular.

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4.7 The detailed pro forma financial information and notes thereto as a result of the Preference Share Issue is contained in Annexure 1 to this Circular. The Independent Reporting Accountants’ limited assurance report on the pro forma financial information is set out in Annexure 2 to this Circular.

Before

After the Preference

Share Issue1Change

(%)Basic loss per ordinary share from continuing operations (cents) (2.16) (8.46) (291.07)Diluted basic loss per ordinary share from continuing operations (cents) (2.16) (8.46) (291.07)Headline and diluted headline loss per ordinary share from continuing operations (cents) (2.01) (8.31) (313.02)Diluted headline loss per ordinary share from continuing operations (cents) (2.01) (8.31) (313.02)Basic loss per ordinary share from discontinued operations (cents) (1.27) (1.27) 0.00Diluted basic loss per ordinary share from discontinued operations (cents) (1.27) (1.27) 0.00Headline loss per ordinary share from discontinued operations (cents) (0.55) (0.55) 0.00Diluted headline loss per ordinary share from discontinued operations (cents) (0.55) (0.55) 0.00Weighted average number of shares 690 511 048 690 511 048 0.00Diluted weighted average number of shares 690 511 048 940 511 048 36.21Net asset value per share (cents) 197.79 202.11 2.18Tangible net asset value per share (cents) 197.36 201.68 2.19

Notes and assumptions:

The amounts set out in the “Before” column have been extracted from the “After the Transaction Pro Forma” column of Annexure 1 of the circular to Stellar Capital shareholders dated 4 September 2015 which includes the pro forma financial effects effect of the Cadiz Acquisition, Digicore Disposal and Torre Acquisition (as defined in this Circular) based on the unaudited interim results of the Company for the six months ended 31 May 2015, as published on SENS on 31 July 2015.

1. Preference Share issue:

The issue of 600 Preference Shares at nominal value of R1 000 000 per share for a total consideration of R600 000 000. Preference Share dividends are settled semi‑annually at 95% of the Prime Rate. The Preference Shares are convertible into ordinary shares on or before three and a half years after their issue date at the instance of the holders thereof at an initial conversion price which will be at a premium no lower than 20% to the closing ordinary share price the day before the Book‑build. The conversion price has herein been assumed to be R2.40 per share, which represents a 20% premium to the reference price of R2.00 per share. The maximum number of ordinary shares to be issued under the Conversion Terms is 250 000 000 at R2.40.

The issue of the Preference Shares has not been treated as dilutive in calculating diluted earnings and headline earnings per shares as the conversion thereof will result in a decrease in loss per share from continuing operations (i.e. the conversion is antidilutive) in accordance with par 41 of IAS 33. The impact of the Preference Share issue on the statement of financial position is that it results in an increase in cash and cash equivalents of R600 million, an increase in non‑distributable reserves (equity balance) of R32 437 000, and an increase in Other Financial Liabilities in the amount of R567 563 000 in accordance with par 15 of IAS 32. A discount rate of 115% of Prime Rate was used to discount the cash flows attributable to the compound instrument over its 3 and a half year maturity term with payment of semi‑annual preference share dividends in the amount of R27 075 000, in order to calculate the fair value of a similar instrument with no conversion rights in accordance with the accounting policy stated above.

The impact of the Preference Share Issue on the statement of comprehensive income is that, for the six months ended 31 May 2015, management fees in the amount of R162 000 (calculated as 1% of net asset value in accordance with the amendments proposed in paragraph 5.7.2 of this Circular), transactions costs of R12 326 140 and finance costs of R31 003 000 would have been recognised in profit or loss from continuing operations attributable to equity holders of the parent.

2. It has been assumed that the Transactions were implemented on 31 May 2015 for purposes of compiling the statement of financial position and on 1 December 2014 for purposes of compiling the statement of comprehensive income.

3. Tax consequences in relation to the Transactions have been taken into account.

4. All adjustments, other than transaction costs described above, will have a continuing effect. This is a direct result of the fact that the management fee expense is determined with reference to the net asset value of Stellar Capital in accordance with paragraph 3 of Annexure 2 of this Circular. As a result of this any change in the net asset value will have an impact on the management fee expense.

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5. EXPENSES RELATING TO THE CAPITAL RAISE

5.1 The estimated expenses in respect of the Capital Raise (exclusive of VAT), including fees payable to professional advisers, are as follows:

Description Name R’000

Joint adviser and Arranger fees RMB 10 000Corporate finance and transaction sponsor fees Stellar Advisers 450Independent expert fees Questco 650Legal advisory fees CDH 600Reporting accountants’ report Grant Thornton 200Printing, publication and distribution expenses Ince 200JSE documentation fees JSE 16Transfer secretarial fees Computershare 10Contingency and sundry Other 200

Total 12 326

6. DIRECTORS AND SENIOR MANAGEMENT

6.1 The directors of Stellar Capital are as follows:

Director Business addressOccupation and principle business

Dumisani Dumekhaya Tabata*#

(Chairman)21B Impala RoadChistlehurston, Sandton, 2196

Attorney and business person

Charles Edward Pettit^(Chief Executive Officer)

Office 202, Cape Quarter The Square27 Somerset Road, Green Point Cape Town, 8005

Chief Executive Officer of Torre and Stellar Capital

Charl Benjamin de Villiers (Chief Financial Officer)

Third Floor, 25 Protea RoadThe Terraces Claremont, 7708

Chief Financial Officer of Stellar Capital

Peter John van Zyl* Third Floor, 25 Protea RoadThe Terraces Claremont, 7708

Non‑executive director

Lerato Mangope*# 19 Fredman Drive Sandton, 2196

Director of Industrial Development Corporation (“IDC”)

Corrie Roodt*# 5 Pamin RoadBedfordview, 2007

Business person

Janine de Bruyn*# 8 Windsor Road Plumstead, 7800

Business consultant

Caroline Clare Wiese*# 89 The Ridge, Fourth Beach Clifton, 8005

Business person

Christina Helmien Wiese@ 80A The Ridge, Fourth Beach Clifton, 8005

Business development consultant

* Non-executive# Independent^ British@ Alternate to CC Wiese

6.2 A brief curriculum vitae for each of the Stellar Capital directors is set out in Annexure 7 to this Circular.

6.3 All the above directors, save for Charles Pettit who is British, are South African.

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7. DIRECTORS’ INTERESTS IN SECURITIES

7.1 The direct and indirect beneficial interests of the directors and their associates in Stellar Capital shares, including directors who have resigned over the last 18 months, pursuant to the implementation of the Capital Raise are set out in the table below:

Beneficial

Director Direct Indirect TotalTotal

%

Executive directorsCE Pettit1 – – – –CB de Villiers 109 800^ – 109 800 0.03

Non-executive directorsPJ van Zyl1 – – – –DD Tabata˜ – 1 082 658 1 082 658 0.38CE Pettit – – – –L Mangope – – – –J de Bruyn – – – –CC Wiese# – 14 000 000 14 000 000 4.95CH Wiese* – 14 000 000 14 000 000 4.95CJ Roodt – – – –

Total 109 800 29 082 658 29 192 458 10.31

1 – CE Pettit changed his role to CEO and PJ van Zyl changed his role to non-executive director with effect from 5 October 2015.

˜ Reflects the effective shareholding held through Green Tree Investments 306 Proprietary Limited.# Reflects the effective shareholding held through Metcap 14 Proprietary Limited.* Reflects the effective shareholding held through Cream Magenta 140 Proprietary Limited.^ 19 800 shares will vest with effect from 31 December 2015 as announced on SENS on 18 August 2015, which shares

have not been included in the above table.

7.2 Information relating to the directors’ dealings in securities for the period from the last preceding financial year to the Last Practicable Date was published on SENS in accordance with section 3.63 to 3.74 of the Listings Requirements. For ease of reference, these are detailed as follows:

Director Nature of tradeTrade

dateTrade price

Number of shares traded

CB de Villiers Bonus shares awarded by Stellar Advisers in respect of previous employment before being appointed as financial director of Stellar Capital

18 August 2015 R2.00 19 800

Associate of director Purchase 8 May 2015 R1.65 14 000 000

Associate of director Purchase 8 May 2015 R1.65 14 000 000

8. DIRECTORS’ INTERESTS IN TRANSACTIONS

None of the directors of Stellar Capital will benefit directly or indirectly as a consequence of the Capital Raise other than where the directors are associated to the Preference Share and Rights Issue Underwriters and underwriting fees are earned. None of the directors has or had any material interest, direct or indirect, in Capital Raise that were effected by Stellar Capital during the current or immediately preceding financial year or during any earlier year and which remain in any respect outstanding or unperformed.

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9. DIRECTORS’ AND MANAGEMENT REMUNERATION

9.1 Details of Stellar Capital directors’ remuneration, benefits and share options for the financial year ended 30 November 2014 was as follows:

Fees for services

Basic salary

Allowances and fringe

benefits

Pension and other

contri-butions Bonuses

Total 2014

Total 2013

R’000 R’000 R’000 R’000 R’000 R’000 R’000

Paid by CompanyPJ van Zyl˜ 180 – – – – 180 N/ACB de Villiers# N/A – – – – N/A N/ACE Pettit1 190 – – – – 190 185DD Tabata 265 – – – – 265 250L Mangope 195 – – – – 195 154J de Bruyn^ 40 – – – – 40 N/ACC Wiese* 30 – – – – 30 N/ACH Wiese* 30 – – – – 30 N/ANG Nika+ 100 – – – – 100 150CJ Roodt@ N/A – – – – N/A N/A

1 030 – – – – 1 030 739

Share based payment expense relating to directors 83 –

1 Charles Pettit changed his role from non-executive director to CEO with effect from 5 October 2015.˜ Peter van Zyl appointed 21 November 13 as CEO and changed his role to non-executive director on 5 October 2015.^ Janine de Bruyn appointed 25 July 2014.* Christina Wiese and Clare Wiese appointed 8 September 2014. Christina changed her role to alternate director with

effect from 5 October 2015.# Charl de Villiers appointed 1 February 2015.+ Nkosemnthu Nika resigned 3 July 2014.@ Corrie Roodt appointed 5 October 2015.

9.2 Stellar Capital does not have a share or bonus scheme and none of the directors of the Stellar Capital Group have any share options.

9.3 The Capital Raise will not affect nor vary the directors’ capacity or remuneration.

10. MAJOR BENEFICIAL SHAREHOLDERS

10.1 Shareholders beneficially holding more than 5% of the total issued share capital of the Company (excluding shares held in treasury), directly or indirectly, prior to the implementation of the Capital Raise and taking into account the Cadiz Acquisition, Digicore Disposal and Torre Acquisition are as follows:

ShareholderNumber of

shares held

% of issued share capital of

Stellar Capital

Asgard Capital Assets Limited 141 151 848 18.78SJP Capital Limited 107 900 000 14.36ManCo* 75 155 641 10.00Investec Asset Management** 78 078 605 10.38VRE Investments Proprietary Limited 60 812 610 8.09

TOTAL 463 098 704 61.61

* The increase in the number of shares held by the ManCo is from ManCo acquiring shares in the market from existing shareholders in order to ensure a minimum 10% holding.

** Held on behalf of various discretionary and non-discretionary clients.

10.2 The information included in this paragraph 10 is based on the share register of the Company as per Strate and Computershare as at 28 August 2015, due to the share register closing on the last Friday of each month in line with Strate’s policies.

10.3 Insofar as it is known to the directors of Stellar Capital, there is no controlling shareholder of Stellar Capital as defined in the Listings Requirements.

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11. SHARE CAPITAL

11.1 The authorised and issued share capital, before Capital Raise (and taking the Cadiz Acquisition, Digicore Disposal and Torre Acquisition into account) and after the Capital Raise, as at the Last Practicable Date, is shown below:

Share capital before the Torre, Cadiz and Digicore TransactionsNumber of

shares

Authorised share capital1 000 000 000 ordinary shares of no par valueIncrease in issued share capitalStated capital: 282 785 928 shares 282 785 928Treasury shares (40 000)

Total net issued share capital 282 745 928

Share capital after the Torre, Cadiz and Digicore Transactions and before the Capital Raise

Number of shares

Authorised share capital1 000 000 000 ordinary shares of no par valueIncrease in issued share capitalStated capital: 468 770 483 shares 751 556 411Treasury shares* –


Share capital after the increase in the authorised ordinary share capital and creation and issue of the Preference Shares

Authorised share capital2 000 000 000 ordinary shares of no par value600 preference shares of no par valueIncrease in issued share capitalStated capital: 468 770 483 shares 751 556 411Treasury shares* –

Preference Shares 600


* Treasury shares were issued on the market under the Company’s general authority.

11.2 Conversion rights, voting rights, rights to distributions and variation of rights.

11.2.1 In accordance with the MOI, at any general meeting every member present in person or by proxy shall have one vote on a show of hands, provided that a proxy shall, irrespective of the number of members he represents, have only one vote. On a poll, every member present in person or by proxy shall have that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by that member bears to the aggregate of the nominal value of all the shares issued by the Company.

11.2.2 All of the shares are of the same class and rank pari passu in every respect. There are no conversion or exchange rights attached to such shares other than to the Preference Shares and as detailed in the Preference Shares Terms in Annexure 4 of the Circular.

11.2.3 Any variation in the rights attaching to the shares will require a special resolution of the shareholders in general meeting in accordance with the MOI and the provisions of the Companies Act.

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11.3 Subdivision or consolidation of Stellar Capital shares

Save for the consolidation of the authorised and issued share capital of the Company by the consolidation of every 10 shares with no par value into 1 share with no par value, which consolidation was approved by shareholders in general meeting on 22 October 2013, no further consolidations or sub‑divisions have occurred in respect of Stellar Capital shares.

11.4 Options or preferential rights in respect of Stellar Capital shares

There is no contract or arrangement, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any securities of Stellar Capital.

12. SHARE PRICE HISTORY

The share price history of Stellar Capital’s shares on the JSE is summarised in Annexure 8 to this Circular.

13. LITIGATION STATEMENT

In terms of section 7.D.11 of the Listings Requirements, the directors, whose names appear under “Corporate Information and Advisers” on the inside cover of this Circular, are not aware of any legal or arbitration proceedings, including any proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the Stellar Capital Group or any of its subsidiaries’ financial position.

14. MATERIAL CHANGES

Save for the Cadiz Acquisition, Digicore Disposal, Torre Acquisition and Goliath Gold Disposal, which transactions are near completion, there have been no material changes in the financial or trading position of the Stellar Capital Group since Stellar Capital published its results for the six months ended 31 May 2015 and the date of this Circular.

15. MATERIAL AND SERVICE CONTRACTS

15.1 Material contracts

There are no known material contracts or transactions entered into by Stellar Capital or any of its subsidiaries over the past two years preceding the date of this Circular, save for the material contracts and transactions detailed in Annexure 9.

Neither Stellar Capital nor any of its subsidiaries have entered into any agreement at any time which contains an obligation or settlement that is material to the Company or its subsidiaries at the date of this Circular. In addition, neither has Stellar Capital nor any of its subsidiaries entered into any agreements regarding restraint payments or technical fees.

15.2 Directors’ service contracts

There are no service contracts in place in respect of the executive director and non‑executive directors of the Company.

15.3 Other service contracts

Caroline du Preez was appointed as Company secretary to Stellar Capital with effect from 11 May 2015. A retainer arrangement is in place in relation to services rendered. No other service contracts have been entered into or amended within the six‑month period prior to the Last Practicable Date.

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16. ADVISERS’ CONSENTS

The advisers whose names appear in the section “Corporate Information and Advisers” on the inside front cover of this Circular have all consented in writing to act in the capacities stated in this Circular and to their names being stated in this Circular and, in the case of the reporting accountants, reference to their report in the form and context in which they appear, and have not withdrawn their consent prior to the publication of this Circular.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are set out on page 23 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular in relation to Stellar Capital 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 this Circular contains all information required by law, the Listings Requirements and the Companies Regulations.

18. DIRECTORS’ OPINION

The Board has considered the terms and conditions of the Capital Raise detailed in this Circular and recommend to shareholders to vote in favour of the Capital Raise. The Preference Share Issue (subject to the proposed limitations) will, once defined terms have been set and to the extent necessary, be subject to the directors obtaining a fairness opinion confirming that the issue is fair. The directors, who are eligible to vote, intend voting in favour of the relevant resolutions.

19. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection by shareholders at Stellar Capital’s registered office and the offices of Stellar Advisers (the addresses of which appear in the section “Definitions and Interpretation” on page 4 and in the section “Corporate Information and Advisers” on the inside cover of this Circular) during normal office hours from Thursday, 22 October 2015 until Friday, 13 November 2015:

19.1 the current and amended MOI of Stellar Capital together with the MOI of subsidiaries;

19.2 the audited financial information of Stellar Capital for the 15 months ended 30 November 2014, year ended 31 August 2013, and year ended 31 August 2012 and interim financial information for the period ended 31 May 2015;

19.3 copies of the Preference Share Underwriting Agreements;

19.4 copy of the Management Agreement and the Addendum thereto;

19.5 the signed consent letters of the advisers referred to in paragraph 16 of this Circular; and

19.6 a signed copy of this Circular.

SIGNED AT ROSEBANK ON BEHALF OF THE BOARD ON 15 OCTOBER 2015 IN TERMS OF POWERS OF ATTORNEY GRANTED BY THE DIRECTORS.

By order of the Board

STELLAR CAPITAL PARTNERS LIMITEDCE PettitChief Executive Officer

22 October 2015

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ANNEXURE 1

PRO FORMA FINANCIAL EFFECTS OF THE PREFERENCE SHARE ISSUE

The table below sets out the pro forma financial effects of the Preference Share Issue and Conversion of Convertible Preference Shares (having taken the Cadiz Acquisition, the Digicore Disposal and Torre Acquisition into account) on Stellar Capital (“Transactions”).

The pro forma consolidated statement of comprehensive income for the six‑month period ended 31 May 2015 and pro forma consolidated statement of financial position at 31 May 2015 have been prepared for illustrative purposes only, based on current information available to management, in order to provide information about the financial results and position of the Company. Due to its nature, the pro forma financial information may not fairly present the Company’s financial position, changes in equity and results of operations or cash flows after the Transaction, and are based on the assumptions that:• for the purpose of calculating earnings per share and headline earnings per share, the Transactions were

implemented on 1 December 2014; and• for the purpose of calculating net asset value per share and net tangible asset value per share, the

Transactions were implemented on 31 May 2015.

The pro forma financial information has been prepared using the most recent financial period of the Company for the unaudited six‑month period ended 31 May 2015 in terms of the Listings Requirements and guidelines issued by the South African Institute of Chartered Accountants.

The accounting policies of Stellar Capital have been used in calculating the pro forma financial effects. The accounting policies used are consistent with previous accounting policies used by Stellar Capital and the accounting policies herein have been applied on the same basis, save for the addition of a new accounting policy in respect the issue of Convertible Preference shares as follows:

Accounting policy with respect to convertible preference shares:• Convertible preference shares issued by the Group have been treated as compound financial instruments

in accordance with IAS 32. The liability and equity components of the convertible preference shares have been separately classified as financial liabilities and equity instruments respectively in accordance with par 15 of IAS 32.

• The carrying amount of the financial liability component of the compound instrument has been determined with reference to the fair value of a similar instrument that does not have an associated equity conversion right. The carrying amount of the equity component of the compound financial instrument has been determined by deducting the fair value of the financial liability component from the fair value of the compound financial instrument as a whole.

The directors of the Company are responsible for the preparation of the pro forma financial information contained in this Circular.

The Independent Reporting Accountants’ limited assurance report on the pro forma financial information is set out in Annexure 2 to this Circular.

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PRO FORMA STATEMENT OF COMPREHENSIVE INCOME OF STELLAR CAPITAL FOR THE SIX MONTHS ENDED 31 MAY 2015

The pro forma statement of comprehensive income set out below presents the pro forma financial effects of the unaudited results of Stellar Capital for the six months ended 31 May 2015 taking into account the Digicore, Cadiz and Torre transactions, based on the assumption that the Capital Raise became effective on 1 December 2014.

Before Pro forma

R’000

Preference Share Issue1

Pro formaR’000

After Pro forma

R’000

Continuing operationsFair value adjustments to investments (15 919) – (15 919)Interest income 8 753 – 8 753Dividends received 9 – 9

Gross loss from investments (7 157) – (7 157)Other income 14 478 – 14 478Finance costs (140) (31 003) (31 143)

Net profit/(loss) before operating expenses 7 181 (31 003) (23 822)Management fee (9 210) (162) (9 372)Operating expenses (13 334) (12 326) (25 660)

Loss before taxation (15 363) (43 491) (58 854)Taxation 421 – 421

Loss from continuing operations (14 942) (43 491) (58 433)

Discontinued operationsNet loss for the period from discontinued operations (8 747) – (8 747)Other comprehensive income – – –

Total comprehensive loss for the period (23 689) (43 491) (67 180)

Loss attributable to:Equity holders of the parent (23 689) (43 491) (67 180)Non‑controlling interests – – –

(23 689) (43 491) (67 180)

Loss from continuing operations attributable to:Equity holders of the parent (14 942) (43 491) (58 433)Non‑controlling interests – – –

(14 942) (43 491) (58 433)

Loss from discontinued operations attributable to:Equity holders of the parent (8 747) – (8 747)Non‑controlling interests – – –

(8 747) – (8 747)

Reconciliation between basic and headline loss from continuing operationsBasic loss attributable to equity holders of parent (14 942) (43 491) (58 433)Loss on disposal of subsidiary 1 048 – 1 048

Headline loss from continuing operations (13 894) (43 491) (57 385)

30

Before Pro forma

R’000

Preference Share Issue1

Pro formaR’000

After Pro forma

R’000

Reconciliation between basic and headline loss from discontinued operationsBasic loss attributable to equity holders of parent (8 747) – (8 747)Loss on disposal of property, plant and equipment 109 – 109Loss on disposal of disposal group 4 847 – 4 847Tax effect of adjustments (31) – (31)

Headline loss from discontinued operations (3 822) – (3 822)

Basic loss per ordinary share from continuing operations (cents) (2.16) (8.46)Diluted basic loss per ordinary share from continuing operations (cents) (2.16) (8.46)Headline and diluted headline loss per ordinary share from continuing operations (cents) (2.01) (8.31)Diluted headline loss per ordinary share from continuing operations (cents) (2.01) (8.31)Basic loss per ordinary share from discontinued operations (cents) (1.27) (1.27)Diluted basic loss per ordinary share from discontinued operations (cents) (1.27) (1.27)Headline loss per ordinary share from discontinued operations (cents) (0.55) (0.55)Diluted headline loss per ordinary share from discontinued operations (cents) (0.55) (0.55)Weighted average number of shares 690 511 048 – 850 511 048Diluted weighted average number of shares 690 511 048 250 000 000 940 511 048

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PRO FORMA STATEMENT OF FINANCIAL POSITION OF STELLAR CAPITAL AT 31 MAY 2015

The pro forma statement of financial position set out below presents the pro forma financial effects of Stellar Capital as at 31 May 2015 based on the assumption that the Preference Share Issue became effective on 31 May 2015.

BeforePreference

Share Issue1

After the Conversion of

Convertible Preference

SharesPro forma Pro forma Pro forma

R’000 R’000 R’000

ASSETSNon-current assetsListed investments held at fair value 1 113 762 – 1 113 762Unlisted investments held at fair value 100 119 – 100 119Other financial assets 59 934 – 59 934Deferred taxation 3 216 – 3 216

1 277 031 – 1 277 031

Current assetsOther financial assets 113 870 – 113 870Trade and other receivables 46 – 46Cash and cash equivalents 85 146 600 000 685 146

199 062 600 000 799 062

Non‑current assets held for sale – – –

199 062 600 000 799 062

TOTAL ASSETS 1 476 093 600 000 2 076 093

EQUITY AND LIABILITIESTotal equityShareholders’ equity 1 485 642 32 437 1 518 078Non‑controlling interest (14 221) – (14 221)

1 471 421 32 437 1 503 857

LiabilitiesNon-current liabilitiesOther financial liabilities – 513 413 513 413Deferred taxation – – –

– 513 413 513 413

Current liabilitiesOther financial liabilities – 54 150 54 150Trade and other payables 4 672 – 4 672

4 672 54 150 58 822

Non-current liabilities held for sale – – –

Total Liabilities 4 672 567 563 572 235

TOTAL EQUITY AND LIABILITIES 1 476 093 600 000 2 076 093

Number of ordinary shares in issue 751 556 411 – 711 556 411Treasury shares (432 221) – (432 221)Net ordinary shares 751 124 190 – 751 124 190Convertible preference shares – 600 600Net asset value per share (cents) 197.79 202.11Tangible net asset value per share (cents) 197.36 201.68

32

Notes and assumptions:

The amounts set out in the “Before” column have been extracted from the “After the Transaction Pro Forma” column of Annexure 1 of the circular to Stellar Capital shareholders dated 4 September 2015 which includes the pro forma financial effects effect of the Cadiz Acquisition, Digicore Disposal and Torre Acquisition (as defined in this Circular) based on the unaudited interim results of the Company for the six months ended 31 May 2015, as released on SENS on 31 July 2015.

1. Preference Share issue:

The issue of 600 Preference Shares at nominal value of R1 000 000 per share for a total consideration of R600 000 000. Preference Share dividends are settled semi‑annually at 95% of the Prime Rate. The Preference Shares are convertible into ordinary shares on or before three and a half years after their issue date at the instance of the holders thereof at an initial conversion price which will be at a premium no lower than 20% to the closing ordinary share price the day before the Book‑build. The conversion price has herein been assumed to be R2.40 per share, which represents a 20% premium to the reference price of R2.00 per share. The maximum number of ordinary shares to be issued under the Conversion Terms is 250 000 000 at R2.40 per share.

The issue of the Preference Shares has not been treated as dilutive in calculating diluted earnings and headline earnings per shares as the conversion thereof will result in a decrease in loss per share from continuing operations (i.e. the conversion is antidilutive) in accordance with par 41 of IAS 33. The impact of the Preference Share issue on the statement of financial position is that it results in an increase in cash and cash equivalents of R600 million, an increase in non‑distributable reserves (equity balance) of R32 437 000, and an increase in Other Financial Liabilities in the amount of R567 563 000 million in accordance with par 15 of IAS 32. A discount rate of 115% of Prime Rate was used to discount the cash flows attributable to the compound instrument over its 3 and a half year maturity term with payment of semi‑annual preference share dividends in the amount of R27.07 million, in order to calculate the fair value of a similar instrument with no conversion rights in accordance with the accounting policy stated above.

The impact of the Preference Share Issue on the statement of comprehensive income is that, for the six months ended 31 May 2015, management fees in the amount of R162 000 000 (calculated as 1% of net asset value in accordance with the amendments proposed in paragraph 5.7.2 of this Circular), transactions costs of R12 326 140 and finance costs of R31 003 000 would have been recognised in profit or loss from continuing operations attributable to equity holders of the parent.

2. It has been assumed that the Transactions were implemented on 31 May 2015 for purposes of compiling the statement of financial position and on 1 December 2014 for purposes of compiling the statement of comprehensive income.

3. Tax consequences in relation to the Transactions have been taken into account.

4. All adjustments, other than transaction costs described above, will have a continuing effect. This is a direct result of the fact that the management fee expense is determined with reference to the net asset value of Stellar Capital in accordance with paragraph 3 of Annexure 2 of this Circular. As a result of this any change in the net asset value will have an impact on the management fee expense.

33

ANNEXURE 2

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE PRO FORMA FINANCIAL EFFECTS OF THE PREFERENCE SHARE ISSUE

15 October 2015

The Board of DirectorsStellar Capital Partners LimitedThird FloorThe Terraces25 Protea RoadClaremont7708

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION OF STELLAR CAPITAL PARTNERS LIMITED (“STELLAR CAPITAL” OR “THE COMPANY”)

We have completed our assurance engagement to report on the compilation of the pro forma financial information of Stellar Capital Partners Limited by the directors. The pro forma financial information, as set out in paragraph 4 and Annexure 1 of the circular to Stellar Capital shareholders to be issued on or about 22 October 2015 (“the circular”), consists of the pro forma statement of financial position, the pro forma statement of comprehensive income and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements.

The pro forma financial information has been compiled by the directors to illustrate the impact of the Preference Share Issue as described in the circular, on the Company’s financial position as at 31 May 2015, and the Company’s financial performance for the period then ended, as if the transaction had taken place at 31 May 2015 for purposes of the pro forma statement of financial position and at 01 December 2014 for the purposes of the pro forma statement of comprehensive income. As part of this process, information about the Company’s financial position and financial performance has been extracted by the directors from the Company’s published interim financial information for the six months ended 31 May 2015.

Responsibilities

Directors’ responsibility for the Pro Forma Financial Information

The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in paragraph 11 and Annexure 1 of the Circular.

Reporting accountants’ responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Circular which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

34

As the purpose of pro forma financial information included in a circular is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:• the related pro forma adjustments give appropriate effect to those criteria; and• the pro forma financial information reflects the proper application of those adjustments to the unadjusted

financial information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in paragraph 4 and Annexure 1 of the Circular.

Consent

This report on the pro forma financial information is included solely for the information of the Stellar Capital shareholders. We consent to the inclusion of our report on the pro forma financial information, and the references thereto, in the form and context in which they appear in the circular.

Yours faithfully

Grant Thornton CapeChartered Accountants (SA)Registered AuditorsRegistration number 2010/016204/21

Per: I HashimChartered Accountant (SA)Registered Auditor

Cape Town15 October 2015

35

ANNEXURE 3

AMENDMENTS TO THE MOI

The Board proposes the following amendments to the MOI.

1. PROPOSED AMENDMENT NO 1 – CONTENTS TABLE

The Board proposes that the following annexure is added to the contents table of the MOI, below the reference to “SCHEDULE 1: ADDITIONAL CLASS OF SHARES”:

“SCHEDULE 2: PREFERENCE SHARE CONVERSION RIGHTS”

2. PROPOSED AMENDMENT NO 2 – CLAUSE 1.1.21

The Board proposes that the existing definition of “Ordinary Shares” in existing clause 1.1.21 of the MOI be amended to read as follows (additions are underlined):

“1.1.21 “Ordinary Shares” means ordinary shares of no par value in the share capital of the Company;”


The Board proposes that the following new definition of “Preference Shares” be added as a new clause 1.1.23, with the consequential renumbering and cross referencing of the remaining clauses of the MOI:

“1.1.23 “Preference Shares” means redeemable convertible preference shares of no par value in the share capital of the Company having the conversion rights as are set out in Schedule 2 hereto, and such further rights, privileges, restrictions and conditions as determined by the Board upon issue thereof, as contemplated in section 36(1)(d) of the Act;”


The Board proposes that the existing definition of “Share” in existing clause 1.1.31 of the MOI be amended to read as follows (additions are underlined):

“1.1.31 “Share” means one of the units into which the proprietary interest in the Company is divided, including the Ordinary Shares but excluding the Preference Shares;”

5. PROPOSED AMENDMENT NO 5 – CLAUSE 5

The Board proposes that existing clause 5 of the MOI be replaced in its entirety by the following new clause 5 –

“5 CAPITAL

The authorised share capital of the Company consists of –

5.1 2 000 000 000 Ordinary Shares; and

5.2 600 Preference Shares.”


The Board proposes that the existing clause 10.1.1 of the MOI be amended to read as follows (additions are underlined and deletions are indicated by strikethrough):

“10.1.1 2 000 000 000 Ordinary Shares with no par value, of the same class, each of which ranks pari passu in respect of all rights and entitles the holder to”


The Board proposes that the following new clause 10.1.2 be added after existing clause 10.1.1.3 of the MOI, with the consequential renumbering and cross referencing of the remaining clauses of the MOI:

“10.1.2 600 Preference Shares, having the conversion rights as are set out in Schedule 2 hereto, and such further rights, privileges, restrictions and conditions as determined by the Board upon issue thereof, as contemplated in section 36(1)(d) of the Act; and”

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8. PROPOSED AMENDMENT NO 8 – CLAUSE 10.4

The Board proposes that the following new clause 10.4 be added after existing clause 10.3.9 of the MOI, with the consequential renumbering and cross referencing of the remaining clauses of the MOI:

“10.4 The Board shall have the power to determine the preferences, rights, limitations or other terms of the Preference Shares and any other class of shares contemplated in section 36(1)(d) of the Act, and the powers of the Board in this regard are not limited.”


10. The Board proposes that the existing clause 10.5 of the MOI be amended to read follows (additions are underlined and deletions are indicated by strikethrough):

“10.5 In addition, and without prejudice to the provisions of clause 10.4, The authorisation and classification of Shares, the number of authorised Shares of each class, and the preferences, rights, limitations and other terms associated with each class of Shares as set out in this Memorandum of Incorporation may be changed only by an amendment of this Memorandum of Incorporation by special resolution of the Shareholders and in accordance with the JSE Listings Requirements, and such amendments shall not be implemented without a special resolution adopted by the holders of Shares of that class at a separate meeting. In such instances, the holders of such Shares will be allowed to vote at the combined general meeting of Shareholders, subject to clause 27.2.”


The Board proposes that the existing clause 10.9 of the MOI be amended to read as follows (additions are underlined and deletions are indicated by strikethrough):

“10.9 The Board has control over all unissued shares Shares per class and may, subject to clause 10.12 and the further provisions of this clause 10.9, resolve to issue Shares of the Company at any time and, where applicable, list such Shares on the applicable JSE market (“listing”) if –”


The Board proposes that the existing clause 27.1.3 of the MOI be amended to read as follows (additions are underlined and deletions are indicated by strikethrough):

“27.1.3 the holders of Securities other than ordinary Ordinary Shares and any special Shares created for the purpose of Black Economic Empowerment in terms of the BEE Act and the BEE Codes (both as defined in the JSE Listings Requirements) shall not be entitled to vote on any resolution at a meeting of Shareholders, except as provided in clause 27.2.”


The Board proposes that the existing clause 27.2 of the MOI be amended to read as follows (additions are underlined and deletions are indicated by strikethrough):

“27.2 If any resolution is proposed as contemplated in clause 10.5, the holders of such Shares (“Affected Shareholders”) shall be entitled to vote at the meeting of ordinary Ordinary Shareholders as contemplated in clause 27.1, provided that –”

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ANNEXURE 4

CONVERSION TERMS AND VOTING RIGHTS

1. DEFINITIONS

In these Conversion Terms, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings:

1.1 “Additional Ordinary Shares” has the meaning ascribed thereto in Condition 3.4;

1.2 “Additional Preference Dividend” has the meaning ascribed thereto thereto in Condition 3.3.2.2;

1.3 “Adjustment Event” means if:

1.3.1 there is a change in law which results in any Tax being imposed on, or in respect of, the declaration or payment of dividends or the imposition of any Tax in respect of any amount received in respect of the Preference Shares (whether such Tax is imposed on dividends, return of capital, as a withholding Tax, or otherwise) on a basis different than that set out in Part VIII (sections 64D to 64N) of Chapter II of the Income Tax Act as at the Issue Date; or

1.3.2 any Tax (other than Dividends Tax as set out in Part VIII (sections 64D to 64N) of Chapter II of the Income Tax Act as at the Issue Date) is suffered, incurred or payable, or becomes payable, by a Holder or for which the Holder is or becomes liable on, or in respect of the Preference Shares (including as a result of the subscription for or the holding of the Preference Shares), any Preference Dividend or any amount payable on the redemption of any Preference Share;

1.4 “Agency Agreement” means the agreement concluded between the Issuer, the Calculation Agent, the Transfer Agent and/or the Conversion Agent, unless the Issuer acts in any such capacity itself, or any separate agreement between the Issuer and any such agent, in terms of which the agents agree to provide calculation, registry and/or conversion agent services to the Issuer;

1.5 “Applicable Law” means in relation to a person, all and any statutes and subordinate legislation, regulations and ordinances, by‑laws, judgements and decisions of any competent authority, present or future common law, and other similar provisions, from time to time;

1.6 “Base Conversion Price” means such rand amount and/or such percentage above the closing price on the JSE of an Ordinary Share on such date, as set out in the Board Determination;

1.7 “Board Determination” means the determination made by the board of directors of the Issuer prior the issue of the Preference Shares to determine the associated preferences, rights, limitations or other terms of the Preference Shares in addition to these Conditions;

1.8 “Business Day” means a day (other than a Saturday, Sunday or official South African public holiday within the meaning of the Public Holidays Act, No 36 of 1994) on which commercial banks settle ZAR payments in Johannesburg;

1.9 “Calculation Agent” means RMB or such other person with whom the Issuer has entered into a Calculation Agent Agreement, provided the Issuer has notified the Holders that it has appointed another Calculation Agent;

1.10 “Calculation Agent Agreement” means the agreement concluded between the Issuer and the Calculation Agent (which may be incorporated into the Agency Agreement), in terms of which the Calculation Agent agrees to provide calculation services to the Issuer;

1.11 “Cash Distribution” means, in respect of an Ordinary Share:

1.11.1 any Distribution which is to be paid or made in cash (in whatever currency), other than a Distribution falling within Condition 1.69.2 of the definition of “Unbundling”; and

1.11.2 any Distribution determined to be a Cash Distribution in terms of Condition 1.29.1 and Condition 1.29.2 of the definition of “Distribution”, and for the avoidance of doubt, a Distribution falling within Conditions 1.29.4 or 1.29.5 of the definition of “Distribution” shall be treated as being a Non‑Cash Distribution;

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1.12 “Certificate” means a single individual certificate for Preference Shares, registered in the name of the relevant Holder;

1.13 “Change of Control” means any of the following events:

1.13.1 the Issuer in a single transaction or through a combination of transactions disposes of assets which exceed 20% (twenty percent) of the total value of the assets held by the Issuer prior to such disposal, unless the proceeds from the disposal are invested by the Issuer in a similar or better quality asset within 270 (two hundred and seventy) days of receipt of such proceeds;

1.13.2 any person and/or parties acting in concert (as defined in the Companies Act) (other than a Current Major Shareholder) shall own, acquire or control (or have the right to own, acquire or control) more than 50% (fifty percent) of the issued Ordinary Shares or the right to cast more than 50% (fifty percent) of the votes which may ordinarily be cast on a poll at a general meeting of the Issuer; or

1.13.3 a Current Major Shareholder and/or parties acting in concert (as defined in the Companies Act) with the Current Major Shareholder shall own, acquire or control (or have the right to own, acquire or control) more than 70% (seventy percent) of the issued Ordinary Shares or the right to cast more than 70% (seventy percent) of the votes which may ordinarily be cast on a poll at a general meeting of the Issuer; or

1.13.4 an event that occurs which has a like or similar effect to Conditions 1.13.1, 1.13.2 or 1.13.3;

1.14 “Change of Control Notice” has the meaning ascribed thereto in Condition 3.8;

1.15 “Change of Control Period” means the period commencing on the occurrence of a Change of Control and ending 60 (sixty) days following the Change of Control or, if later, 60 (sixty) days following the date on which a Change of Control Notice is given to Holders as required by Condition 3.8;

1.16 “Companies Act” means the Companies Act, No 71 of 2008;

1.17 “Condition” means a numbered term or condition forming part of these Conversion Terms (and reference to a particular numbered Condition shall be construed as a reference to the corresponding condition in these Conversion Terms);

1.18 “Conversion Agent” means RMB or such other person with whom the Issuer has entered into a Conversion Agent Agreement, provided the Issuer has notified the Holders that it has appointed another Conversion Agent;

1.19 “Conversion Agent Agreement” means the agreement concluded between the Issuer and the Conversion Agent (which may be incorporated into the Agency Agreement), in terms of which the Conversion Agent agrees to provide conversion calculation services to the Issuer;

1.20 “Conversion Date” has the meaning ascribed thereto in Condition 3.9.5;

1.21 “Conversion Notice” has the meaning ascribed thereto in Condition 3.9.1;

1.22 “Conversion Period” has the meaning ascribed thereto in Condition 3.1.7, as read with Condition 3.1.5;

1.23 “Conversion Price” has the meaning ascribed thereto in Condition 3.1.2;

1.24 “Conversion Right” has the meaning ascribed thereto in Condition 3.1.1;

1.25 “Conversion Terms” or “Conditions” means the terms and conditions herein contained;

1.26 “Current Major Shareholder” means any person and/or persons acting in concert (as defined in the Companies Act) who at the Issue Date, directly or indirectly, own or control more than 20% (twenty percent) of the issued Ordinary Shares or have the right to cast more than 20% (twenty percent) of the votes which may ordinarily be cast on a poll at a general meeting of the Issuer;

1.27 “Current Market Price” means in respect of an Ordinary Share on a particular date, the average of the daily Volume Weighted Average Price of an Ordinary Share on each of the 5 (five) consecutive Dealing Days ending on the Dealing Day immediately preceding such date, provided that:

1.27.1 if at any time during the said 5 (five) Dealing Day period the Volume Weighted Average Price shall have been based on a price ex‑Distribution and during some other part of that period the Volume Weighted Average Price shall have been based on a price cum‑Distribution, then:

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1.27.1.1 if the Ordinary Shares into which a Preference Share is to be converted do not rank for the Distribution in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price cum‑Distribution shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Distribution per Ordinary Share as at the Effective Date relating to such Distribution; or

1.27.1.2 if the Ordinary Shares into which a Preference Share is to be converted do rank for the Distribution in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price ex‑Distribution shall for the purpose of this definition be deemed to be the amount thereof increased by an amount equal to the Fair Market Value of any such Distribution per Ordinary Share as at the Effective Date relating to such Distribution;

1.27.2 if on each of the said 5 (five) Dealing Days the Volume Weighted Average Price shall have been based on a price cum‑Distribution in respect of a Distribution which has been declared or announced, but the Ordinary Shares into which a Preference Share is to be converted do not rank for that Distribution, the Volume Weighted Average Price on each of such dates shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Distribution per Ordinary Share as at the Effective Date relating to such Distribution; and

1.27.3 if the Volume Weighted Average Price of an Ordinary Share is not available on 1 (one) or more of the said 5 (five) Dealing Days (disregarding for this purpose the proviso to the definition of Volume Weighted Average Price), then the average of such Volume Weighted Average Prices which are available in that 5 (five) Dealing Day period shall be used (subject to a minimum of 2 (two) such prices) and if only one, or no, such Volume Weighted Average Price is available in the relevant period, the Current Market Price shall be determined by an Independent Financial Adviser;

1.28 “Dealing Day” means a day on which the Relevant Stock Exchange or relevant market is open for business and on which Ordinary Shares, Securities or Unbundled Securities (as the case may be) may be dealt in (other than a day on which the Relevant Stock Exchange or relevant market is scheduled to or does close prior to its regular weekday closing time);

1.29 “Distribution” means, in respect of an Ordinary Share, any dividend or distribution to Shareholders (including an Unbundling) whether of cash, assets or other property, and however described and whether payable out of share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to holders upon or in connection with a reduction of capital (and for these purposes a distribution of assets includes an issue of Ordinary Shares or other Securities credited as fully or partly paid up by way of capitalisation of profits or reserves), provided that:

1.29.1 where a Distribution in cash is announced, which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the issue or delivery of Ordinary Shares or other property or assets, or where a capitalisation of profits or reserves is announced, which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the payment of cash, then the Distribution in question shall be treated as a Cash Distribution of the greater of (i) such cash amount and (ii) the Current Market Price of such Ordinary Shares or, as the case may be, the Fair Market Value of such other property or assets as at the first date on which the Ordinary Shares are traded ex‑ the relevant Distribution or if later, the date on which the number of Ordinary Shares (or amount of property or assets, as the case may be) which may be issued is determined;

1.29.2 if there shall be any issue of Ordinary Shares by way of capitalisation of profits or reserves where such issue is or is expressed to be in lieu of a Distribution (whether or not a Cash Distribution equivalent or amount is announced or would otherwise be payable to Shareholders, whether at their election or otherwise), then the capitalisation in question shall be treated as a Cash Distribution of an amount equal to the Current Market Price of such Ordinary Shares as at the first date on which the Ordinary Shares are traded ex‑ the relevant capitalisation on the Relevant Stock Exchange or, if later, the date on which the number of Ordinary Shares to be issued is determined;

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1.29.3 any issue of Ordinary Shares falling within Condition 3.2.1.2 shall not constitute a Distribution;

1.29.4 a purchase or redemption or buy back of shares of the Issuer by or on behalf of the Issuer or any of its Subsidiaries shall not constitute a Distribution unless, in the case of a purchase or redemption or buy back of Ordinary Shares by or on behalf of the Issuer or any of its Subsidiaries, the weighted average price per Ordinary Share (before expenses) on any 1 (one) day (“Specified Share Day”) in respect of such purchases or redemptions or buy backs exceeds by more than 5% (five percent) the average of the closing prices of the Ordinary Shares on the Relevant Stock Exchange (as published by or derived from the Relevant Stock Exchange) on the 5 (five) Dealing Days immediately preceding the Specified Share Day or, where an announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases, redemptions or buy backs approved by a general meeting of Shareholders or any notice convening such a meeting of Shareholders) has been made of the intention to purchase, redeem or buy back Ordinary Shares at some future date at a specified price or where a tender offer is made, on the 5 (five) Dealing Days immediately preceding the date of such announcement or the date of first public announcement of such tender offer (and regardless whether or not a price per Ordinary Share, a minimum price per Ordinary Share or a price range or a formula for the determination thereof is or is not announced at such time), as the case may be, in which case such purchase, redemption or buy back shall be deemed to constitute a Distribution to the extent that the aggregate price paid (before expenses) in respect of such Ordinary Shares purchased, redeemed or bought back by the Issuer or, as the case may be, any of its Subsidiaries exceeds the product of (i) 105% (one hundred and five percent) of the average closing price of the Ordinary Shares determined as aforesaid and (ii) the number of Ordinary Shares so purchased, redeemed or bought back;

1.29.5 if the Issuer or any of its Subsidiaries shall purchase, redeem or buy back any depositary or other receipts or certificates representing Ordinary Shares, the provisions of 1.29.4 shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined by an Independent Financial Adviser; and

1.29.6 a dividend or distribution that is an Unbundling shall be deemed to be a Non‑Cash Distribution paid or made by the Issuer,

and any such determination shall be made on a gross basis and disregarding any withholding or deduction required to be made on account of Tax;

1.30 “Dividend Date” means, in respect of any Preference Dividend, the date upon which that Preference Dividend is payable, as set out in the Board Determination;

1.31 “Effective Date” means:

1.31.1 the 1st (first) date on which the Ordinary Shares are traded on the Relevant Stock Exchange:

1.31.1.1 ex‑the relevant Distribution;

1.31.1.2 ex‑the relevant Unbundling;

1.31.1.3 ex‑rights, ex‑options or ex‑warrants;

1.31.1.4 ex‑the relevant Securities or ex‑rights, ex‑options or ex‑warrants, in relation to such Securities; or

1.31.2 in the case of a purchase, redemption or buy‑back of Ordinary Shares or any depositary or other receipts or certificates representing Ordinary Shares, the date on which such purchase, redemption or buy‑back is made,

as the case may be;

1.32 “Equity Share Capital” means in relation to any entity, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specific amount in a distribution;

1.33 “Fair Market Value” means, with respect to any asset on any date, the fair market value of that asset as determined by an Independent Financial Adviser provided that:

1.33.1 the Fair Market Value of a Cash Dividend shall be the amount of such Cash Dividend, less any withholding or deduction required to be made on account of Tax;

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1.33.2 the Fair Market Value of any other cash amount shall be the amount of such cash, less any withholding or deduction required to be made on account of Tax;

1.33.3 where Securities, Unbundled Securities, options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by an Independent Financial Adviser), the Fair Market Value (i) of such Securities or Unbundled Securities shall equal the arithmetic mean of the daily Volume Weighted Average Prices of such Securities or Unbundled Securities and (ii) of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights, in the case of both (i) and (ii), during the period of 5 (five) Dealing Days on the relevant market commencing on such date (or, if later, the 1st (first) Dealing Day on which such Securities, Unbundled Securities, options, warrants or other rights are publicly traded) or such shorter period as such Unbundled Securities, options, warrants or other rights are publicly traded; and

1.33.4 where Securities, Unbundled Securities, options, warrants or other rights are not publicly traded (as aforesaid), the Fair Market Value of such Securities, Unbundled Securities, options, warrants or other rights shall be determined by an Independent Financial Adviser, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per Ordinary Share, the dividend yield of an Ordinary Share, the volatility of such market price, prevailing dividend rates and the terms of such Securities, Unbundled Securities, options, warrants or other rights, including as to the expiry date and exercise price (if any) thereof;

1.34 “Final Scheduled Redemption Date” means, in relation to all Preference Shares, such date as is set out in the Board Determination;

1.35 “Financial Markets Act” means the Financial Markets Act, No 19 of 2012;

1.36 “Holder” means, in respect of a Preference Share, the holder of such Preference Share from time to time, and “Holders” shall mean any number of them, as the case may be;

1.37 “IFRS” means the International Financial Reporting Standards, as adopted from time to time by the Board of the International Accounting Standards Committee, or its successor body, and approved for use in South Africa from time to time by the Financial Reporting Standards Council established in terms of section 203 of the Companies Act;

1.38 “Income Tax Act” means the Income Tax Act, No 58 of 1962;

1.39 “Independent Financial Adviser” means an independent investment bank, corporate financier or auditor of repute appointed at its own expense by the Issuer;

1.40 “Issue Date” means the date on which the Issuer issues the Preference Shares;

1.41 “Issue Price” means ZAR1 000 000 (one million Rand), being the subscription price payable as consideration for the issue of each Preference Share;

1.42 “Issuer” means Stellar Capital Partners Limited, registration number 1998/015580/06, a limited liability public company duly incorporated in South Africa;

1.43 “JSE” means the JSE Limited, registration number 2005/022939/06, licensed as an exchange in terms of the Financial Markets Act, or any exchange which operates as a successor exchange to the JSE in terms of the Financial Markets Act;

1.44 “Last Day to Trade” means 17:00 South African time on the day that is 5 (five) Dealing Days before the Record Date;

1.45 “Non-Cash Distribution” means any Distribution which is not a Cash Distribution, and shall include an Unbundling;

1.46 “Ordinary Shares” means authorised and/or issued ordinary shares in the Issuer;

1.47 “Preference Dividend” means any dividend payable in respect of a Preference Share, as set out in the Board Determination;

1.48 “Preference Shares” means the cumulative redeemable convertible preference shares with an aggregate Issue Price of ZAR600 000 000 (six hundred million Rand), issued by the Issuer under these Conversion Terms;

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1.49 “Rand”, “ZAR” or “R” means the lawful currency of South Africa, being South African Rand, or any successor currency;

1.50 “Record Date” means the date on which the register of Holders must be in final form, being the Friday immediately prior to each Dividend Date or Redemption Date, as the case may be, or if such Friday is not a Business Day, the last Business Day of the week preceding the Dividend Date or Redemption Date, as the case may be;

1.51 “Redemption Amount” means, in relation to each Preference Share, the aggregate amount payable on the redemption of that Preference Share, as set out in the Board Determination;

1.52 “Redemption Date” means, depending on the context, in respect of any Preference Share:

1.52.1 the Final Scheduled Redemption Date; or

1.52.2 the date on which such Preference Share is actually redeemed and the Redemption Amount thereof paid in full to the Holder;

1.53 “Reference Date” means, in relation to a Retroactive Adjustment, the date as of which the relevant Retroactive Adjustment takes effect or, in any such case, if that is not a Dealing Day, the next following Dealing Day;

1.54 “Registration Date” means the date on which the Ordinary Shares (or any Additional Ordinary Shares) into which a Preference Share is to be converted pursuant to Condition 3.9 (or Condition 3.3) are entered in the securities register of the Issuer and credited to the converting Holder as provided in Condition 3.9 (or Condition 3.3);

1.55 “Relevant Stock Exchange” means the JSE or if at the relevant time the Ordinary Shares are not at that time listed and admitted to trading on the JSE, the principal stock exchange or securities market on which the Ordinary Shares are then listed, admitted to trading or quoted or dealt in;

1.56 “Retroactive Adjustment” has the meaning ascribed thereto in Condition 3.3;

1.57 “RMB” means Rand Merchant Bank, a division of FirstRand Bank Limited, registration number 1929/001225/06, a limited liability public company duly incorporated in South Africa;

1.58 “Scheduled Dividend Dates” mean 31 May and 30 November of each year until the Redemption Date (with the 1st (first) Scheduled Dividend Date being 31 May 2016), and “Scheduled Dividend Date” means any one of them as the context may require;

1.59 “Scheduled Preference Dividend” means, in respect of each Preference Share, a Preference Dividend payable on a Scheduled Dividend Date, as set out in the Board Determination;

1.60 “Securities” has the meaning ascribed to “securities” in the Companies Act and includes Ordinary Shares, or options, warrants or other rights to subscribe for or purchase or acquire Ordinary Shares;

1.61 “Shareholders” means the holders of Ordinary Shares;

1.62 “South Africa” means the Republic of South Africa, as constituted from time to time;

1.63 “Specified Date” has the meaning ascribed thereto in Conditions 3.2.1.8 and 3.2.1.9;

1.64 “Specified Office” in relation to each of the Issuer, the Transfer Agent or the Conversion Agent, the registered office of such entity or, once listed, the address of the office specified in respect of such entity from time to time, or such other address as is notified by such entity (or, where applicable, a successor to such entity) to the Holders;

1.65 “Subsidiary” has the meaning ascribed to “subsidiary” in the Companies Act;

1.66 “Taxes” means all present and future taxes, levies, imposts, duties, charges, fees, deductions and withholdings imposed or levied by any governmental, financial or other competent authority in South Africa or any other jurisdiction from which any payment is made (and including any penalty payable in connection with any failure to pay, or delay in paying, any of the same) and “Tax” and “Taxation” shall be construed accordingly;

1.67 “Transfer Agent” means RMB or such other person with whom the Issuer has entered into a Transfer Agent Agreement, provided the Issuer has notified the Holders that it has appointed another Transfer Agent;

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1.68 “Transfer Agent Agreement” means the agreement concluded between the Issuer and the Transfer Agent (which may be incorporated into the Agency Agreement), in terms of which the Transfer Agent agrees to provide registry services to the Issuer;

1.69 “Unbundling” means:

1.69.1 distribution of Unbundled Securities by the Issuer to Shareholders as a class; or

1.69.2 any issue, transfer or delivery of any property or assets (including cash or shares or securities of or in or issued or allotted by any entity) by any entity (other than the Issuer) to Shareholders as a class, pursuant in each case to any arrangements with the Issuer or any of its Subsidiaries;

1.70 “Unbundled Securities” means Equity Share Capital of an entity, other than the Issuer, or options, warrants or other rights to subscribe for or purchase Equity Share Capital of an entity, other than the Issuer;

1.71 “Volume Weighted Average Price” means, in respect of an Ordinary Share, Security or, as the case may be, an Unbundled Security on any Dealing Day, the volume‑weighted average price of an Ordinary Share (based on Automated Trades (a transaction matched automatically in the JSE trading system during continuous trading) and Auction Trades (a transaction matched automatically in the JSE trading system during price determination in an auction), Security or, as the case may be, an Unbundled Security, published by or derived (in the case of an Ordinary Share) from Bloomberg page SCP SJ EQUITY VAP or (in the case of a Security (other than Ordinary Shares) or Unbundled Security) from the Relevant Stock Exchange or securities market on which such Securities or Unbundled Securities are then listed or quoted or dealt in, if any or, in any such case, such other source as shall be determined to be appropriate by an Independent Financial Adviser on such Dealing Day, provided that if on any such Dealing Day such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of an Ordinary Share, Security or an Unbundled Security, as the case may be, in respect of such Dealing Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Dealing Day on which the same can be so determined.

2. INTERPRETATION

In these Conversion Terms:

2.1 whenever the term ex‑Distribution, ex‑the relevant Distribution, ex‑the relevant Unbundling, ex‑rights, ex‑options, ex‑warrants, ex‑the relevant Securities or ex‑rights, ex‑options or ex‑warrants in relation to such Securities is used, it means that the relevant Ordinary Share is traded and transferred to the transferee of such Ordinary Share without such transferee acquiring the right or entitlement to receive the relevant Distribution, the relevant Unbundling, the rights, options, warrants or the relevant Securities or the rights, options or warrants in relation to such Securities (as the case may be) and the rights and entitlement to any such Distribution, or Unbundling, the rights, options, warrants or the relevant Securities or the rights, options or warrants in relation to such Securities (as the case may be) remains vested in the transferor of such Ordinary Share;

2.2 a provision of law is a reference to that provision as amended or re‑enacted, and includes any subordinate legislation;

2.3 “disposal” means a sale, transfer, grant, lease or other disposal (whether voluntary or involuntary);

2.4 “days” is a reference to calendar days, unless expressly stated otherwise;

2.5 the use of the word “including” followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples;

2.6 an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

2.7 references to any issue or offer or grant to Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders other than Shareholders to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant; and

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2.8 in making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Financial Adviser considers appropriate to reflect any consolidation or sub‑division of the Ordinary Shares or any issue of Ordinary Shares by way of capitalisation of profits or reserves, or any like or similar event.

3. CONVERSION OF PREFERENCE SHARES

3.1 Conversion Period and Conversion Price

3.1.1 Subject to any right that may be afforded the Issuer to elect to satisfy the exercise of Conversion Rights by making a cash payment, or procuring that such payment is made on its behalf, or as otherwise provided in these Conversion Terms, each Preference Share shall entitle the Holder to convert such Preference Share into new Ordinary Shares credited as fully paid (“Conversion Right”).

3.1.2 Subject to the provisions of Condition 3.1.4, the number of Ordinary Shares into which the Preference Shares will convert upon the exercise of a Conversion Right shall be determined by dividing the Issue Price of the Preference Shares to be converted by the conversion price (“Conversion Price”) in effect on the relevant Conversion Date.

3.1.3 The Conversion Price as at the Issue Date is the Base Conversion Price. The Conversion Price is subject to adjustment in the circumstances described in Condition 3.2.

3.1.4 A Holder may exercise the Conversion Right in respect of a Preference Share that has not already been redeemed by delivering the Certificate, if any, in respect of such Preference Share to the Specified Office of the Conversion Agent in accordance with Condition 3.9 whereupon the Issuer shall (subject as provided in these Conversion Terms) procure the conversion of such Preference Share into the relevant number of Ordinary Shares as provided in this Condition 3.

3.1.5 Subject to and as provided in these Conversion Terms, the Conversion Right in respect of a Preference Share may be exercised, at the option of the Holder thereof, at any time (subject to any applicable fiscal or other laws or regulations and as hereinafter provided) from such date as is set out in the Board Determination to the close of business (at the place where the relevant Preference Share is delivered for conversion) on the date falling 10 (ten) Business Days prior to the Final Scheduled Redemption Date (both days inclusive) or, if such Preference Share is to be redeemed as a consequence of the happening of an Adjustment Event prior to the Final Scheduled Redemption Date, then up to the close of business (at the place aforesaid) on the 10th (tenth) Business Day before the date fixed for redemption thereof as a consequence of the happening of such Adjustment Event, unless there shall be a default in making payment in respect of such Preference Share on such date fixed for redemption, in which event the Conversion Right shall extend up to the close of business (at the place aforesaid) on the date on which the full amount of such payment becomes available for payment and notice of such availability has been duly or, if earlier, the Final Scheduled Redemption Date, provided that, in each case, if the final such date for the exercise of Conversion Rights is not a Business Day, then the period for exercise of Conversion Rights by Holders shall end on the immediately preceding Business Day.

3.1.6 Conversion Rights may not be exercised:

3.1.6.1 following the giving of notice by a Holder requiring the early redemption of any Preference Share; or

3.1.6.2 in circumstances where the relevant Conversion Date would fall during the period commencing on the Last Day to Trade in respect of any payment of the Preference Dividend on the Preference Shares and ending on the relevant Dividend Date (both days inclusive).

3.1.7 The period during which Conversion Rights may (subject as provided below) be exercised by a Holder as set out in Conditions 3.1.5 and 3.1.6 is the “Conversion Period”.

3.1.8 Conversion Rights may only be exercised in respect of the whole of a Preference Share.

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3.1.9 A Holder will not be entitled to a fraction of an Ordinary Share and no cash payment or other adjustment will be made in lieu thereof. Any fractions of Ordinary Shares will be rounded down to the nearest whole number of Ordinary Shares. However, if the Conversion Rights in respect of more than one Preference Share are exercised at any one time, the number of Ordinary Shares into which the Preference Shares convert shall be calculated on the basis of the aggregate Issue Price of such Preference Shares being so converted and rounded down to the nearest whole number of Ordinary Shares.

3.1.10 Any Additional Ordinary Shares to be issued pursuant to Condition 3.3 will be deemed to be issued or delivered as of the relevant Reference Date.

3.2 Adjustment of Conversion Price

3.2.1 Upon the happening of any of the events described below, the Conversion Price shall be adjusted as follows:

3.2.1.1 Consolidation or subdivision

If and whenever there shall be a consolidation or subdivision in relation to the Ordinary Shares, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such consolidation or subdivision by the following fraction:

AB

where:

A is the aggregate number of Ordinary Shares in issue immediately before such consolidation or subdivision, as the case may be; and

B is the aggregate number of Ordinary Shares in issue immediately after, and as a result of, such consolidation or subdivision, as the case may be.

Such adjustment shall become effective on the date the consolidation or subdivision, as the case may be, takes effect.

3.2.1.2 Capitalisation of profits

If and whenever the Issuer shall issue any Ordinary Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves other than (i) where any such Ordinary Shares are or are to be issued instead of the whole or part of a Distribution in cash which the Shareholders would or could otherwise have elected to receive or (ii) where the Shareholders may elect to receive a Distribution in cash in lieu of such Ordinary Shares, or (iii) where any such Ordinary Shares are or are expressed to be issued in lieu of a Distribution (whether or not a cash Distribution equivalent or amount is announced or would otherwise be payable to Shareholders, whether at their election or otherwise), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

AB

where:

A is the aggregate number of Ordinary Shares in issue immediately before such issue; and

B is the aggregate number of Ordinary Shares in issue immediately after such issue.

Such adjustment shall become effective on the date of issue of such Ordinary Shares.

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3.2.1.3 Non-Cash Distribution

If and whenever the Issuer shall pay or make any Non‑Cash Distribution to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date (contemplated in Conditions 1.31.1.2 and 1.31.2) by the following fraction:

A – B A

where:

A is the Current Market Price of 1 (one) Ordinary Share on the Dealing Day immediately preceding the Effective Date; and

B is the portion of the Fair Market Value of the aggregate Non‑Cash Distribution attributable to 1 (one) Ordinary Share, with such portion being determined by dividing the Fair Market Value of the aggregate Non‑Cash Distribution by the number of Ordinary Shares entitled to receive the relevant Non‑Cash Distribution (or, in the case of a purchase, redemption or buy back of Ordinary Shares or any depositary or other receipts or certificates representing Ordinary Shares by or on behalf of the Issuer or any Subsidiary of the Issuer, by the number of Ordinary Shares in issue immediately following such purchase, redemption or buy back).

Such adjustment shall become effective on the Effective Date or, if later, the first date upon which the Fair Market Value of the relevant Non‑Cash Distribution is capable of being determined as provided herein.

3.2.1.4 Cash Distributions

3.2.1.4.1 If and whenever the Issuer shall pay any Cash Distributions to the Shareholders where the Effective Date falls on or after the Issue Date and prior to the Final Scheduled Redemption Date, the Conversion Price shall, unless the Issuer makes a Pass Through Election as described in Condition 3.3 and pays the Additional Preference Dividend, be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date (contemplated in Condition 1.31.1.1) by the following fraction:

A – B A

where:

A is the Current Market Price of 1 (one) Ordinary Share on the Effective Date; and

B is the aggregate Cash Distribution attributable to 1 (one) Ordinary Share, with such portion being determined by dividing the aggregate Cash Distribution by the number of Ordinary Shares entitled to receive the Cash Distribution.

Such adjustment shall become effective on the Effective Date.

3.2.1.4.2 For the purposes of this Condition 3.2.1.4, Fair Market Value shall (subject as provided in 1.29.1 of the definition of “Distribution” and in the definition of “Fair Market Value”) be determined as at the Effective Date (contemplated in Condition 1.31.1).

3.2.1.4.3 In making any calculations for the purposes of this Condition 3.2.1.4, such adjustments (if any) shall be made as an Independent Financial Adviser may determine in good faith to be appropriate to reflect (i) any consolidation or sub‑division of any Ordinary Shares or the issue of Ordinary Shares by way of capitalisation of profits or reserves (or any

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like or similar event) or any increase in the number of Ordinary Shares in issue in relation to the financial year of the Issuer in question, (ii) any change in the financial year of the Issuer, or (iii) any adjustment to the Conversion Price made in financial year of the Issuer in question.

3.2.1.5 Rights, options or other rights: Ordinary Shares

If and whenever the Issuer shall issue Ordinary Shares to Shareholders as a class by way of rights or issue or grant to Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at a price per Ordinary Share which is less than 95% (ninety five percent) of the Current Market Price per Ordinary Share on the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in force on the Dealing Day immediately prior to the Effective Date (contemplated in Condition 1.31.1.3) by the following fraction:

A + BA + C

where:

A is the number of Ordinary Shares in issue on the Dealing Day immediately preceding the Effective Date;

B is the number of Ordinary Shares, which is the aggregate consideration (if any) receivable for the Ordinary Shares issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of Ordinary Shares deliverable on the exercise thereof, would purchase at such Current Market Price per Ordinary Share; and

C is the number of Ordinary Shares to be issued or, as the case may be, the maximum number of Ordinary Shares to be issued which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the Effective Date (contemplated in Condition 1.31.1.3).

3.2.1.6 Other securities

3.2.1.6.1 If and whenever the Issuer shall issue any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase any Ordinary Shares) to Shareholders as a class by way of rights or grant to Shareholders as a class by way of rights any options, warrants or other right to subscribe for or purchase any Securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase Ordinary Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date (contemplated in Condition 1.31.1.4) by the following fraction:

A – B A

where:

A is the Current Market Price of 1 (one) Ordinary Share immediately preceding the Effective Date; and

B is the Fair Market Value on the Effective Date of the portion of the rights attributable to 1 (one) Ordinary Share.

Such adjustment shall become effective on the Effective Date (contemplated in Condition 1.31.1.4).

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3.2.1.7 Ordinary Shares: discount to market price

If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 3.2.1.4) wholly for cash or for no consideration any Ordinary Shares (other than Ordinary Shares issued on the exercise of any rights of conversion into, or exchange or subscription for or purchase of Ordinary Shares) or issue or grant (otherwise than as mentioned in Condition 3.2.1.4 above) wholly for cash or for no consideration any options, warrants or other right to subscribe for or purchase any Ordinary Shares (other than the Preference Shares) in each case at a price per Ordinary Share which is less than 95% (ninety five percent) of the Current Market Price per Ordinary Share on (or, if that is not a Dealing Day, the immediately preceding Dealing Day) the date of the first public announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

A + BA + C

where:

A is the number of Ordinary Shares in issue immediately before the issue of such Ordinary Shares or the grant of such options, warrants or rights; and

B is the number of Ordinary Shares, which is the aggregate consideration (if any) receivable for the issue of such Ordinary Shares or, as the case may be, for the Ordinary Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Ordinary Share; and

C is the number of Ordinary Shares to be issued pursuant to such issue of such Ordinary Shares or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the date of issue of such Ordinary Shares or, as the case may be, the grant of such options, warrants or rights.

3.2.1.8 Securities with rights of conversion

If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity (otherwise than as mentioned in Conditions 3.2.1.5, 3.1.6 or 3.2.1.7) shall issue wholly for cash or for no consideration any Securities (other than the Preference Shares), which by their terms of issue carry (directly or indirectly) rights of conversion into or exchange or subscription for, Ordinary Shares (or shall grant any such rights in respect of existing Securities so issued) or Securities which by their terms might be re‑designated as Ordinary Shares, and the consideration per Ordinary Share receivable upon conversion, exchange, subscription or re‑designation is less than 95% (ninety five percent) of the Current Market Price per Ordinary Share on the date of the first public announcement of the terms of issue of such Securities (or the terms of such grant) (or, if that day is not a Dealing Day, the immediately preceding Dealing Day), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue (or grants) by the following fraction:

A + BA + C

where:

A is the number of Ordinary Shares in issue immediately before such issue or grant (but where the relevant Securities carry rights of conversion into

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or rights of exchange or subscription for Ordinary Shares which have been issued, purchased or acquired by the Issuer or any Subsidiary of the Issuer (or at the direction or request or pursuant to any arrangement with the Issuer or any Subsidiary of the Issuer) for the purposes of or in connection with such issue, less the number of such Ordinary Shares so issued, purchased or acquired); and

B is the number of Ordinary Shares, which is the aggregate consideration (if any) receivable for the Ordinary Shares to be issued or otherwise made available upon conversion or exchange or upon the exercise of the right of subscription attached to such Securities or, as the case may be, for the Ordinary Shares to be issued or to arise from any such re‑designation would purchase at such Current Market Price per Ordinary Share; and

C is the maximum number of Ordinary Shares to be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Ordinary Shares which may be issued or arise from any such redesignation,

provided that if at the time of issue of the relevant Securities or date of grant of such rights (as used in this Condition 3.2.1.8 the “Specified Date”) such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription are exercised or, as the case may be, such Securities are redesignated or at such other time as may be provided) then, for the purposes of this Condition 3.2.1.8, “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, re‑designation had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such Securities or, as the case may be, the grant of such rights.

3.2.1.9 Modification

If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such Securities (other than the Preference Shares) as are mentioned in Condition 3.2.1.8 (other than in accordance with the terms (including terms as to adjustment) applicable to such Securities upon issue) so that following such modification the consideration per Ordinary Share receivable has been reduced and is less than 95% (ninety five percent) of the Current Market Price per Ordinary Share on the date of the first public announcement of the proposals for such modification (or, if that is not a Dealing Day, the immediately preceding Dealing Day), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by the following fraction:

A + BA + C

where:

A is the number of Ordinary Shares in issue immediately before such modification (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for Ordinary Shares which have been issued, purchased or acquired by the Issuer or any Subsidiary of the Issuer (or at the direction or request or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) for the purposes of or in connection with such issue, less the number of such Ordinary Shares so issued, purchased or acquired);

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B is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to the Securities so modified would purchase at such Current Market Price per Ordinary Share or, if lower, the existing conversion, exchange or subscription price of such Securities; and

C is the maximum number of Ordinary Shares which may be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an Independent Financial Adviser shall consider appropriate for any previous adjustment under this sub‑paragraph or sub‑paragraph (b)(vii) above,

provided that if at the time of such modification (as used in this Condition 3.2.1.9 the “Specified Date”) such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Condition 3.2.1.9, “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange or subscription had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such Securities.

3.2.1.10 Securities: discount to market price

If and whenever the Issuer or any Subsidiary of the Issuer or (at the direction or request of or pursuant to any arrangements with the Issuer or any Subsidiary of the Issuer) any other company, person or entity shall offer any Securities in connection with which Shareholders, as a class, are entitled to participate in arrangements whereby such Securities may be acquired by them (except where the Conversion Price falls to be adjusted under Conditions 3.2.1.2, 3.2.1.3, 3.2.1.5, 3.2.1.7, 3.2.1.8 or 3.2.1.11 (or would fall to be so adjusted if the relevant issue or grant was at less than 95% (ninety five percent) of the Current Market Price per Ordinary Share on the relevant Dealing Day) or under Condition 3.2.1.4.1) the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the making of such offer by the following fraction:

A – B A

where:

A is the Current Market Price of 1 (one) Ordinary Share on the Dealing Day immediately preceding the date on which the terms of such offer are first publicly announced (or, if such date is not a Dealing Day, the immediately preceding Dealing Day); and

B is the Fair Market Value on the date of such announcement (or, if that is not a Dealing Day, the immediately preceding Dealing Day) of the portion of the relevant offer attributable to 1 (one) Ordinary Share.

Such adjustment shall become effective on the first date on which the Ordinary Shares are traded ex‑rights on the Relevant Stock Exchange.

3.2.1.11 Change of Control

If a Change of Control occurs, then upon any exercise of Conversion Rights during the Change of Control Period, the Conversion Price (“Change of Control Conversion Price”) shall be determined as set out below:

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COCCP = OCP/(1+ (CP x c/t))

where:COCCP is the Change of Control Conversion Price;OCP is the Conversion Price in effect on the relevant Conversion Date;CP such percentage (expressed as a fraction) as is set out in the Board

Determination;c is the number of days from and including the date the Change of Control

occurs to but excluding the Final Scheduled Redemption Date; andt is the number of days from and including the Issue Date to but excluding

the Final Scheduled Redemption Date.

3.2.1.12 Other adjustment

If the Issuer determines that an adjustment should be made to the Conversion Price as a result of one or more circumstances not referred to above in this Condition 3.2) (even if the relevant circumstance is specifically excluded from the operation of Conditions 3.2.1.1 to 3.2.1.7), the Issuer shall, at its own expense and acting reasonably, request an Independent Financial Adviser to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment (if any) should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this Condition 3.2.1.8 if such Independent Financial Adviser is so requested to make such a determination not more than 21 days after the date on which the relevant circumstance arises and if the adjustment would result in a reduction to the Conversion Price.

3.2.2 Notwithstanding the foregoing provisions, where the events or circumstances giving rise to any adjustment pursuant to this Condition 3.2 have already resulted or will result in an adjustment to the Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already given or will give rise to an adjustment to the Conversion Price or where more than one event which gives rise to an adjustment to the Conversion Price occurs within such a short period of time that, in the opinion of the Issuer, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be advised by an Independent Financial Adviser to be in its opinion appropriate to give the intended result.

3.2.3 For the purpose of any calculation of the consideration receivable or price pursuant to Conditions 3.2.1.5, 3.2.1.7, 3.2.1.8 and 3.2.1.9, the following provisions shall apply:

3.2.3.1 the aggregate consideration receivable or price for Ordinary Shares issued for cash shall be the amount of such cash;

3.2.3.2 (x) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the conversion or exchange of any Securities shall be deemed to be the consideration or price received or receivable for any such Securities and (y) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any Securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration or price received or receivable for such Securities or, as the case may be, for such options, warrants or rights which are attributed by the Issuer to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the date of the first public announcement of the terms of issue of such Securities or, as the case may be, such options, warrants or rights, plus in the case of each of (x) and (y) above, the additional minimum consideration receivable or price (if any) upon the conversion or exchange of such

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Securities, or upon the exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (z) the consideration receivable or price per Ordinary Share upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such Securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration or price referred to in (x) or (y) above (as the case may be) divided by the number of Ordinary Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate; and

3.2.3.3 in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Ordinary Shares or Securities or options, warrants or rights, or otherwise in connection therewith.

3.3 Additional Preference Dividends: Pass Through Election

3.3.1 If and whenever the Issuer shall pay any Cash Distributions to the Shareholders where the Effective Date falls on or after the Issue Date and prior to the Final Scheduled Redemption Date, then, as an alternative to making an adjustment to the Conversion Price as contemplated in Condition 3.2.1.4.1, the Issuer shall be entitled, at its option and subject to having obtained all relevant consents and approvals, to pay additional Preference Dividends to a Holder calculated in accordance with Condition 3.3.2.2 (“Additional Preference Dividend”), by making an election, described as a pass through election (“Pass Through Election”) in respect of any Cash Distribution by giving notice to the Holders by not later than 10 (ten) days prior to the Effective Date (contemplated in Condition 1.31.1.1).

3.3.2 If the Issuer makes a Pass Through Election in respect of any Cash Distribution, then:

3.3.2.1 no adjustment shall be made to the Conversion Price in terms of Condition 3.2.1.4.1; and

3.3.2.2 the Additional Preference Dividend in respect of each Preference Share shall be calculated in accordance with the following formula:

APD = A x B

where:

APD = the Additional Preference Dividend payable in respect of each Preference Share;

A = PA divided by CP, rounded down, if necessary, to 4 (four) decimal places (with 0.00005 being rounded down);

PA = ZAR1 000 000 (one million Rand);

CP = the Conversion Price in effect on the Effective Date; and

B = the portion of the Fair Market Value of the aggregate Cash Distribution attributable to 1 (one) Ordinary Share (with such portion being determined by dividing the Fair Market Value of the aggregate Cash Distribution by the number of Ordinary Shares entitled to receive the Cash Distribution).

3.3.3 For the purposes of any such calculation, the provisions of Conditions 3.2.1.4.2 and 3.2.1.4.3 and shall apply mutatis mutandis.

3.3.4 An Additional Preference Dividend shall be paid in respect of each Preference Share where the Effective Date in respect of the Cash Distribution falls on or prior to the Final Scheduled Redemption Date or any earlier due date for redemption of such Preference Share and, in respect of a Preference Share in respect of which Conversion Rights are or shall have been exercised, where the Effective Date in respect of the Cash Distribution falls on or prior to the relevant Conversion Date, unless in such case the record date or other due date for establishment in respect of the Cash Distribution falls on or after such Conversion Date

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with the result that the relevant Holder shall be entitled to receive such Cash Distribution in respect of the Ordinary Shares to be issued on conversion by virtue of Condition 3.11.

3.3.5 Additional Preference Dividends shall be paid to Holders by not later than the date on which the Cash Distribution is to be paid to Shareholders.

3.3.6 For the avoidance of doubt, any payment of an Additional Preference Dividend shall be calculated by reference to the gross amount of the Cash Distribution.

3.4 Retroactive Adjustments

If the Registration Date in relation to the conversion of any Preference Share shall be after the record date in respect of any consolidation or sub‑division as is mentioned in Condition 3.2.1.1, or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Conditions 3.2.1.2, 3.2.1.3, 3.2.1.4, 3.2.1.6 or 3.2.1.11, or after any such issue or grant as is mentioned in Conditions 3.2.1.7 and 3.2.1.8, in circumstances where the relevant Conversion Date falls before the relevant adjustment (if any) to the Conversion Price becomes effective under Condition 3.2 (such adjustment, a “Retroactive Adjustment”), then the Issuer shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Holder, in accordance with the instructions contained in the Conversion Notice, such additional number of Ordinary Shares (if any) (“Additional Ordinary Shares”) as, together with the Ordinary Shares issued on conversion of the relevant Preference Share (together with any fraction of an Ordinary Share not so issued), is equal to the number of Ordinary Shares which would have been required to be issued on conversion of such Preference Share if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Conversion Date; provided that in the case of a Retroactive Adjustment arising in respect of any such consolidation, the number of Ordinary Shares to be issued to the relevant Holder shall be reduced to that number of Ordinary Shares into which the Preference Shares would have converted if the relevant adjustment to the Conversion Price had been made and become effective immediately prior to the relevant Conversion Date.

3.5 Decision of an Independent Financial Adviser

If any doubt shall arise as to whether an adjustment fails to be made to the Conversion Price or as to the appropriate adjustment to the Conversion Price, and following consultation between the Issuer and an Independent Financial Adviser, a written opinion of such Independent Financial Adviser in respect thereof shall be conclusive and binding on all parties, save in the case of manifest error.

3.6 Share or Option Schemes

No adjustment will be made to the Conversion Price where Ordinary Shares or other Securities (including rights, warrants and options) are issued, offered, exercised, allotted, appropriated, modified or granted to, or for the benefit of, employees or former employees (including directors of the Issuer holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Issuer or any of its Subsidiaries or any associated company or to a trustee or trustees to be held for the benefit of any such person, in any such case pursuant to any share or option scheme.

3.7 Rounding Down and Notice of Adjustment of Conversion Price

3.7.1 On any adjustment, the resultant Conversion Price, if not an integral multiple of ZAR0.01 (one cent), shall be rounded down to the nearest whole multiple of ZAR0.01 (one cent). No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than 1% (one percent) of the Conversion Price then in effect. Any adjustment not required to be made and/or any amount by which the Conversion Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made.

3.7.2 Notice of any adjustments to the Conversion Price shall be given by the Issuer to Holders promptly after the determination thereof.

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3.7.3 The Issuer undertakes that it shall not take any action, and shall procure that no action is taken, that would otherwise result in an adjustment to the Conversion Price to below any minimum level permitted by Applicable Laws.

3.8 Change of Control

3.8.1 Within 14 (fourteen) days after the Issuer has become aware of a Change of Control, the Issuer shall give notice thereof to the Holders (“Change of Control Notice”). Such notice shall contain a statement informing Holders of their entitlement to exercise their Conversion Rights as provided in these Conversion Terms, and that failing such conversion within the Change of Control Period, that the Issuer will early redeem the Preference Shares.

3.8.2 The Change of Control Notice shall also specify:

3.8.2.1 all information material to Holders concerning the Change of Control;

3.8.2.2 the Conversion Price immediately prior to the occurrence of the Change of Control and the Conversion Price applicable pursuant to Condition 3.2 during the Change of Control Period on the basis of the Conversion Price in effect immediately prior to the occurrence of the Change of Control;

3.8.2.3 the closing price of the Ordinary Shares as derived from the Relevant Stock Exchange as at the latest practicable date prior to the publication of the Change of Control Notice;

3.8.2.4 the last day of the Change of Control Period; and

3.8.2.5 such other information relating to the Change of Control as the Holders may reasonably require.

3.9 Procedure for exercise of Conversion Rights

3.9.1 Conversion Rights may be exercised by a Holder during the Conversion Period by delivering the Certificate, if any, in respect of relevant Preference Share to the Specified Office of the Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (“Conversion Notice”) in the form (for the time being current) obtainable from the Conversion Agent. Only one Conversion Notice may be delivered by a Holder during each calendar month during the Conversion Period. Conversion Rights shall be exercised subject in each case to any applicable Tax, fiscal or other laws or regulations applicable in South Africa.

3.9.2 If such delivery is made after the end of normal business hours or on a day which is not a Business Day, such delivery shall be deemed for all purposes of these Terms and Conditions to have been made on the next following Business Day.

3.9.3 Conversion Rights may only be exercised in respect of a whole Preference Share. Where Conversion Rights are exercised in respect of some only of the Preference Shares represented by a single Certificate, the old Certificate shall be cancelled and a new Certificate for the balance thereof shall be issued in lieu thereof without charge but upon payment by the holder of any Taxes, duties and other governmental charges payable in connection therewith in the place of the Specified Office of the Transfer Agent, and the Transfer Agent will within 5 (five) Business Days following the relevant Conversion Date, deliver such new Certificate to the Holder at the Specified Office of the Transfer Agent or (at the risk and, if mailed (at the request of the Holder) otherwise than by ordinary mail, at the expense of the Holder) mail a new Certificate by uninsured mail to such address as the Holder may request.

3.9.4 A Conversion Notice, once delivered, shall be irrevocable.

3.9.5 The conversion date in respect of a Preference Share (“Conversion Date”) shall be the Business Day immediately following the date of the delivery of the Certificate in respect of the Preference Shares and the Conversion Notice, and (if applicable) the making of any payment to be made as provided in Condition 3.9.6.

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3.9.6 A Holder exercising a Conversion Right must pay directly to the relevant authorities any Taxes that may be payable arising on conversion and redemption of a Preference Share and capital, stamp, issue and registration and transfer Taxes and duties arising on conversion of a Preference Share, provided that the Issuer shall be liable for any stamp duties, issue and registration and transfer Taxes and duties payable in South Africa in respect of the issue or transfer and delivery of any Ordinary Shares on such conversion (including any Additional Ordinary Shares). Such Holder must also pay all, if any, Taxes arising by reference to any disposal or deemed disposal of a Preference Share or the Preference Dividend thereon in connection with such conversion.

3.9.7 Ordinary Shares into which Preference Shares are converted will be delivered to the Holder in uncertificated form through the securities trading system operated by Strate Proprietary Limited (“Strate”), or any successor licensed clearance and settlement facility of Strate (applicable to the Ordinary Shares).

3.9.8 The Issuer will procure the delivery of the Ordinary Shares to the Strate account specified by the relevant Holder in the relevant Conversion Notice as soon as possible and in any event within 15 (fifteen) Business Days after the relevant Conversion Date (or, in the case of any Additional Ordinary Shares, not later than 15 (fifteen) Business Days following the Reference Date).

3.9.9 In addition, a Holder exercising Conversion Rights for delivery into Strate will be required to certify, represent and agree in the relevant Conversion Notice either:

3.9.9.1 that such Holder is not a resident of South Africa within the meaning of the Exchange Control Regulations 1961 (as may be amended from time to time) of South Africa promulgated under the Currency and Exchanges Act, 1933 (as amended) of South Africa and that all exchange control approvals required under Applicable Laws of South Africa in connection with the exercise of Conversion Rights by such Holder have been obtained and are in full force and effect; or

3.9.9.2 that no exchange control approvals are required under Applicable Laws of South Africa in connection with the exercise of such Conversion Rights by such Holder upon such exercise,

and shall be required to provide evidence reasonably satisfactory to the Issuer as to the applicability of 3.9.9.1 or 3.9.9.2, as the case may be. The Issuer will (if applicable) procure that the relevant Ordinary Shares are endorsed “Non Resident” for the purposes of South African exchange control laws and regulations.

3.10 Conversion mechanics

3.10.1 If a Holder exercises a Conversion Right pursuant to these Conversion Terms, the Preference Shares will automatically convert into the required number of Ordinary Shares on the Business Day that is 5 (five) Business Days after the Conversion Date. Should for any reason it not be competent or lawful for the Preference Shares to automatically convert into the required number of Ordinary Shares, then:

3.10.1.1 the Issuer has an obligation to redeem the Preference Shares in cash in an amount equal to the Issue Price of the Preference shares to be converted (“Cash Redemption Amount”), in addition to various other amounts comprising the Redemption Amount;

3.10.1.2 the Holder becomes obliged to pay a subscription price in cash to the Issuer in consideration for the Ordinary Shares to be allotted to it by the Issuer, in an amount equal to the Cash Redemption Amount;

3.10.1.3 on the Conversion Date the Issuer shall retain the Cash Redemption Amount, which shall discharge (i) the Issuer’s obligation in terms of Condition 3.10.1.1, and (ii) the Holder’s obligation in terms of Condition 3.10.1.2; and

3.10.1.4 the Issuer shall allot and issue the required number of Ordinary Shares (including any Additional Ordinary Shares) and register the relevant Holder (or its nominee) in the register of shareholders of the Issuer on the Business Day that is 5 (five) Business Days after the Conversion Date.

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3.10.2 The Issuer shall remain liable for payment to the Holder of the other amounts comprising the Redemption Amount, other than the Issue Price.

3.11 Ranking

3.11.1 Ordinary Shares (or any Additional Ordinary Shares) upon conversion of the Preference Shares will be fully paid and will in all respects rank pari passu with the fully paid Ordinary Shares in issue on the relevant Registration Date, except in any such case for any right excluded by mandatory provisions of Applicable Law and except that such Ordinary Shares or, as the case may be, Additional Ordinary Shares will not rank for (or, as the case may be, the relevant Holder shall not be entitled to receive) any rights, distributions or payments, the record date or other due date for the establishment of entitlement for which falls prior to the relevant Registration Date.

3.11.2 If the record date or other due date for establishment or entitlement for the payment of any dividend or other distribution in respect of the Ordinary Shares (or any Additional Ordinary Shares) upon conversion of the Preference Shares is on or after the Conversion Date in respect of any Preference Share but before the Registration Date (other than and to the extent that it results in any adjustment (retroactive or otherwise) to the number of Ordinary Shares to which a converting Holder is entitled under Condition 3.2.1), the Issuer will pay to the Holder who has exercised his Conversion Right, in lieu of such dividend or distribution, an amount in ZAR (“Equivalent Amount”) equal to any such dividend or other distribution to which such Holder would have been entitled had the Holder, on that record date or other due date for establishment of entitlement, been such a shareholder of record of such Ordinary Shares on that date and will make the relevant payment to the relevant Holder at the same time that it makes payment of the dividend or other distribution.

3.11.3 No payment or adjustment shall be made on conversion for any Preference Dividend which otherwise would have accrued on the relevant Preference Shares since the last Dividend Date preceding the Conversion Date relating to such Preference Shares.

3.12 Purchase or redemption of Ordinary Shares

The Issuer or any Subsidiary of the Issuer may exercise such rights as it may from time to time enjoy to purchase or redeem or buy back any shares of the Issuer (including Ordinary Shares) or any depositary or other receipts or certificates representing the same without the consent of the Holders.

3.13 Consolidation, amalgamation or merger

In the case of any consolidation, amalgamation or merger of the Issuer with any other company (other than a consolidation, amalgamation or merger in which the Issuer is the continuing company), or in the case of any sale or transfer of all, or substantially all, of the assets of the Issuer, the Issuer will forthwith give notice thereof to Holders and take such steps as shall be required to ensure that each Preference Share then outstanding will (during the period in which Conversion Rights may be exercised) be convertible into the class and amount of shares and other securities and property receivable upon such consolidation, amalgamation, merger, sale or transfer by a holder of the number of Ordinary Shares into which the Preference Shares would have converted upon exercise of Conversion Rights immediately prior to such consolidation, amalgamation, merger, sale or transfer. The above provisions of this Condition 3.13 will apply, mutatis mutandis to any subsequent consolidations, amalgamations, mergers, sales of transfers.

VOTING RIGHTS

4. MEETINGS OF HOLDERS AND VOTING

4.1 Voting

4.1.1 The Holder shall be entitled to receive notice of and attend any meeting of the shareholders of the Issuer but shall not (in its capacity as Holder) be entitled to vote, either in person by representation or by proxy, at any such meeting by virtue of or in respect of the Preference Shares, except:

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4.1.1.1 if any Preference Dividend or part thereof (whether declared or not) remains in arrear and unpaid for a period of 5 (five) Business Days after the scheduled or due date for payment; or

4.1.1.2 in respect of a resolution which directly affects any of the rights attached to the Preference Shares or the interests of the Holder or purports to amend the preferences, rights, limitations and other terms associated with the Preference Shares; or

4.1.1.3 if any Redemption Amount is in arrears and unpaid.

4.1.2 If the Holder is entitled to vote in terms of Condition 4.1.1, then each Preference Share shall confer on the holder thereof 1 (one) vote per Preference Share on a poll, provided that the total number of votes conferred on all Preference Shareholders shall not in aggregate exceed 24.99% (twenty four point nine nine percent) of all the votes in respect of all the issued Ordinary Shares.

4.2 Modification of rights

4.2.1 The Issuer shall not be entitled to:

4.2.1.1 vary, amend, delete, add to, alter or cancel any of the rights or privileges of the Holder or any of the terms or conditions applicable to the Preference Shares; or

4.2.1.2 issue any shares which in any way rank in priority to the Preference Shares, whether in relation to dividends, Distributions, rights on winding up, voting rights or otherwise,

unless:

4.2.1.3 the Issuer has first obtained the prior written consent of every Holder of the Preference Shares at the relevant time; or

4.2.1.4 if there is more than one Holder of the Preference Shares, it is with the prior sanction of a resolution passed at a separate general meeting of the Holders mutatis mutandis:

4.2.1.4.1 in accordance with the manner prescribed in the Issuer’s Memorandum of Incorporation for general meetings of shareholders of the Issuer; and

4.2.1.4.2 in the same manner as required by the Companies Act in respect of a special resolution, save that the relevant resolution shall be required to be approved by a majority consisting of not less than 90% (ninety percent) of the votes cast on a poll by Holders, present in person or by proxy.

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ANNEXURE 5

SALIENT TERMS OF THE MANCO ADDENDUM

The salient terms of the ManCo Addendum are detailed below:

2.2 “Agreement” means the management agreement entered into between the Parties on 8 December 2014, a copy of which is annexed hereto marked Annexure 1;

2.3 “Condition Precedent” means the suspensive condition set out in clause 4.1;

2.4 “Effective Date” means the 1st (first) business day of the month immediately following the month in which the Condition Precedent has been fulfilled;

By the insertion of the following additional paragraphs to the Agreement (and the consequential renumbering of the succeeding clauses) as follows:

4. CONDITION PRECEDENT

4.1 Save for clauses 1 to 4, and clauses 6 to 8 all of which will become effective immediately, this Addendum is subject to the fulfilment of the Condition Precedent that by not later than 17:00 on 31 December 2015 (“Fulfilment Date”), the shareholders of the Company have approved this Addendum in accordance with section 10 of the Listings Requirements of the JSE.

4.2 The Parties shall use their reasonable endeavours and will co‑operate in good faith to procure the fulfilment of the Condition Precedent as soon as reasonably possible after the Signature Date.

4.3 Unless the Condition Precedent has been fulfilled by not later than the Fulfilment Date (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Addendum, save for clauses 1 to 4, and clauses 6 to 8 which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Condition Precedent, save for any claims arising from a breach of clause 4.2.

5. VARIATION OF AGREEMENT

The Agreement is hereby varied as follows –

By amending the opening statement under this clause 5 as follows:

Subject to the fulfilment of the Condition Precedent, the Agreement is hereby varied, with effect from the Effective Date, as follows –

5.1 By adding the following new definition in the appropriate alphabetical order in clause 2:

““Adjustment Event” means if the Company (i) makes a distribution, whether by way of the declaration of a distribution or by way of a disposal at less than fair value, of a capital asset of the Company, or (ii) splits or consolidates its Shares;”

5.2 By amending clause 4.2 to read as follows –

“4.2 Subject to clause 11, this Agreement shall continue indefinitely until terminated in terms of clause 4.3 below.”

5.3 By inserting a clause 4.3 which reads as follows –

“4.3 At each annual general meeting of the Company, the Board shall propose the cancellation of the Agreement by ordinary resolution of the Shareholders in terms of this clause 4.3 (“Cancellation Resolution”). Should the Cancellation Resolution be approved by more than 50% (fifty percent) of the votes exercised by Shareholders on the Cancellation Resolution, this Agreement shall terminate upon the expiry of a period of 3 (three) months after the date on which the Company provided the Manager with written notice that the Cancellation Resolution was adopted. Upon termination of this Agreement in terms of this clause 4.3, the Termination Fee contemplated in clause 12 of this Agreement (as amended by this Addendum) shall be discharged by the Company within 10 (ten) business days after the date of such notice.”

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5.4 By amending clause 7.2.3 to read as follows –

“7.2.3 directors’ fees, sponsor fees, and any other administrative costs related to the maintenance of the listing of the Company’s shares on the JSE (including the costs of printing and distributing the annual report), provided that the Company’s liability for executive directors’ remuneration is limited to an amount equal to the fee earned by a non‑executive director who is also a member of the Company’s audit committee, it being agreed that the Manager shall be liable for the balance of the executive directors’ remuneration;”

5.5 By the insertion of a new clause 7.3 which reads as follows (and the consequential renumbering of the succeeding clause) –

“7.3 The Manager shall, save for the expenses listed in clause 7.2.1 to 7.2.5 above and including the costs of printing and distributing the annual report, fund all ongoing costs relating to the Services.”

5.6 By deleting clauses 12.1 and 12.2 of the Agreement, and substituting them with the following clauses 12.1 to 12.5 (and by renumbering the existing clauses 12.3 to 12.6 consequentially) –

“12.1 If this Agreement is terminated in accordance with clause 4.3, then the Company shall issue and allot to the Manager, as a termination fee, 50 000 000 (fifty million) Shares at the 30‑day VWAP of such Shares on the business day immediately before the date of issue thereof (“Termination Shares”), subject to adjustment in terms of clause 12.2 below.

12.2 The number of Termination Shares shall be adjusted to such number of Shares as the Auditor certify as being fair and reasonable in the circumstances if, at any time before the issue of the Termination Shares, an Adjustment Event had occurred, on the basis that the adjusted number of Termination Shares should represent the same value as the value of the Termination Shares immediately prior the occurrence of the Adjustment Event.

12.3 Should any Party wish to dispute the Auditor’s certification in terms of clause 12.2, such Party shall notify the other Party within 10 (ten) business days after receipt of such certification, in which case such dispute shall be referred to the Independent Auditors, who shall act as an expert and not an arbitrator. If neither Party disputes the Auditor’s certification within the aforementioned 10 (ten) business day period, the Auditor’s certification shall be final and binding upon the Parties.

12.4 The Termination Shares shall be allotted and issued to the Manager within 10 (ten) business days after receipt by the Manager of the notice of termination of this Agreement in terms of clause 4.3, on which date the Company –

12.4.1 shall cause the Termination Shares to be delivered, in dematerialised form, by crediting the Termination Shares to the account of a broker or Central Securities Depositary Participant nominated by the Manager for such purpose;

12.4.2 shall ensure that the Termination Shares are listed on the JSE on or as soon as practicable after such date; and

12.4.3 warrants and undertakes that the Termination Shares, when issued, will rank pari passu in all respects with all other Shares of the Company then in issue.

12.5 If the issue of the Termination Shares to the Manager requires the approval of Shareholders or the JSE in terms of the JSE Listings Requirements, the Company shall procure that such approvals be obtained at the costs of the Company within 90 (ninety) days after the termination of the Agreement in terms of clause 4.3, and the due date for issue of such Termination Shares shall be extended to the date on which the Shareholders or the JSE grant such approval. Should the required approvals not be obtained within the aforesaid 90 (ninety) day period, the Company shall pay to the Manager a cash termination fee equal to the number of Termination Shares multiplied by the 30‑day VWAP as at the business day immediately preceding the date of receipt of the notice of cancellation from the Company in terms of clause 4.3, which cash amount shall be paid by electronic transfer of immediately available and freely transferable funds, free of any deductions or set‑off whatsoever, in the currency of South Africa.”

5.7 By amending the following paragraphs in Annexure 3 to the Agreement –

5.9.1 By inserting the following definition in paragraph 1 of Annexure 3 in the appropriate alphabetical order:

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“NAV per Share” means, in respect of each Financial Year –

(i) the net asset value of the Company as reflected in the Company’s audited financial statements (after adding back the Management Fee in respect of that Financial Year deducted in terms of paragraph 2.1); divided by

(ii) the number of Shares in issue as at the end of the Financial Year in question, provided that if during the Financial Year in question, an Adjustment Event had occurred, the number of Shares shall be adjusted mutatis mutandis in accordance with clauses 12.2 and 12.3 of this Agreement;”

5.9.4 Paragraph 2.3 is amended to read as follows:

“2.3 The Management Fee shall be paid Quarterly in arrears, and shall be an amount equal to 1% (one percent) of the Net Asset Value, other than (i) cash, which will attract a fee of 0.25% (zero point two five per cent), and (ii) assets under management which will attract a fee of 1% (one percent) less the charges levied by the funds into which such assets are invested, provided that if the charges levied in respect of any assets exceed 1% (one percent), then no Management Fee shall be payable in respect of such managed assets but such excess fee will not reduce the balance of the Management Fee.”

5.9.5 Paragraphs 3.1 to 3.3 are deleted and replaced with the following –

“3.1 In addition to the Management Fee, the Manager shall be entitled to a performance fee (the “Performance Fee”) in respect of each Quarter of the subsistence of the Agreement if the NAV per Share in respect of such Quarter is at least 10% (ten percent) more than the previous highest NAV per Share as recorded at the end of any particular Financial Year prior to the relevant Financial Year (“Performance Hurdle”).

3.2 Provided that the Performance Hurdle is achieved in respect of the relevant Financial Year, the Performance Fee in respect of each Financial Year shall be calculated in accordance with the following formula:

a = (15/100) x [(b – c) x d] – e

where,

a, is the Performance Fee payable for the relevant Quarter;

b, is the NAV per Share, as at 17:30 on the last business day of the Quarter concerned;

c, is the previous highest NAV per Share, as recorded at the end of any preceding Financial Year;

d, is the number of Shares in issue as at the last day of the relevant Quarter provided that if during the relevant Quarter, an Adjustment Event had occurred, the number of Shares shall be adjusted mutatis mutandis in accordance with clauses 12.2 and 12.3 of this Agreement; and

e, is the sum of the Performance Fees, if any, paid in respect all the preceding Quarter(s) of the relevant Financial Year.

3.3 The Manager shall, within 15 (fifteen) business days of the end of each Quarter, determine the Performance Fee payable in accordance with this paragraph 3 (the “Performance Fee Determination”) and deliver a statement (which may be in electronic format) (the “Performance Fee Statement”) to the Company of the Performance Fee, provided that if the Performance Hurdle is not achieved, or the Performance Fee Determination yields a negative number then no Performance Fee shall be payable for that Quarter, and no Performance Fee Determination need be notified to the Company.

3.4 If a Performance Fee is paid in respect of any Quarter, and in respect of the next Quarter, the Performance Fee calculated in accordance with paragraph 3.2 yields a negative number, then an amount equal to such negative number (the “Shortfall”) shall be deducted from the first amounts payable by the Company to the Manager thereafter, whether pursuant to the Management Fee, the Performance Fee or otherwise.

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ANNEXURE 6

INFORMATION ON THE PREFERENCE SHARE UNDERWRITERS

Details pertaining to the Preference Share Underwriters as required by the Listings Requirements are set out below.

Full legal entity name: Titan Financial Services (Pty) Ltd

Directors: CH Wiese and JD Wiese

Company secretary: Rudolph Johannes Du Toit

Date and place of incorporation: 20 May 1996, South Africa

Registration number: 1996/0060405/07

Registered address: 36 Stellenberg Road, Parow Industria, 7943

Auditors: PKF Rademyer Wesson

Commercial bankers: Nedbank Ltd

Authorised share capital: 500 shares

Issued share capital: 100 shares

Full legal entity name: Thunder Capital (Pty) Ltd

Directors: Peter van Zyl

Company secretary: Grant Thornton (Cape Town)

Date and place of incorporation: 5 October 2007, South Africa


Registered address: Office 202, Cape Quarter, The Square, 27 Somerset Road Green Point, 8001

Auditors: Grant Thornton (Cape Town)

Commercial bankers: The Standard Bank of South Africa Limited

Authorised share capital: 1 000 ordinary shares

Issued share capital: 199 ordinary shares

Full legal entity name: Shanike Investments No 322 (Pty) Ltd

Directors: CE Pettit

Secretary agent: Grant Thornton

Date and place of incorporation: 21 September 2015, South Africa


Registered address: 42 Muir Road, Rondebosch, 7700, Cape Town

Auditors: Grant Thornton

Commercial bankers: Rand Merchant Bank

Authorised share capital: 5 000 ordinary no par value shares

Issued share capital: 100

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ANNEXURE 7

CURRICULA VITAE OF THE DIRECTORS OF STELLAR CAPITAL

Dumisani Dumekhaya Tabata (BProc, LLB)Non-executive Chairman

Dumisani is an admitted attorney and director and founding partner and director of Smith Tabata Inc. in King William’s Town. In 1996, he was an Acting Judge of the High Court and served in this position for three terms. In April 1999 he was appointed by the Premier of the Eastern Cape as one of the Joint Liquidators of the Transkei Agricultural Corporation (TRACOR). After the advent of democracy, Dumisani regularly acted as attorney for Government Departments, local authorities and parastatals.

Dumisani has served as Deputy Chairman of Absa Bank’s regional board (Eastern Cape), and was a member of its Advisory Board. He is a member of Absa Bank’s Divisional Board and chairman of Afrifresh, Budget Van and Truck Rentals (Eastern Cape) and Budget Office Furniture. He is also a director of Tabata Buchanan Boyes (STBB), Cape Town and Johannesburg.

Charles Edward Pettit (BCom (Hons), CFA)Chief Executive Officer

Charles graduated from the University of Cape Town with a First Class Honours degree in Finance and subsequently qualified as a CFA charter holder while working in London for Close Brothers Corporate Finance. At Close Brothers Charles worked on a wide range of M&A and Restructuring transactions and following his return to South Africa in 2008 he established Stellar Advisers (previously AfrAsia Corporate Finance) to focus on the provision of independent advisory services to clients in the SADC region. Stellar Advisers now provides a range of advisory, structuring and lending solutions to corporate and institutional clients across SADC from its offices in Johannesburg, Cape Town and Mauritius.

Charles advised on the balance sheet restructuring of formerly‑known SA French Limited from 2010 and led the 2011 rights issue for that company as well as its delisting and sale to Torre in November 2013. He was appointed as the Chief Executive Officer of Torre in August 2012 and now serves in this position on a permanent basis. Charles was appointed as CEO of Stellar Capital in October 2015.

Charl Benjamin de Villiers ((BAcc/LLB)(CA)(SA))Chief Financial Officer

Charl is a qualified Chartered Accountant (SA). He holds BAcc LLB (cum laude) and BAcc (Hons) degrees from the University of Stellenbosch. He completed his SAICA training with Deloitte in its financial services division and was later retained as an audit manager in the same division where he serviced a portfolio of asset managers and one of South Africa’s most prominent reinsurers. In May 2013, Charl joined Stellar Advisers (previously AfrAsia Corporate Finance) where he advised ConvergeNet Holdings Limited on the sale of Sizwe Africa IT Group and other operating subsidiaries as well as the subsequent conversion of the Company to an investment entity.

Peter John van Zyl (BCom)Non-executive Director

Peter has wide‑ranging operational experience in financial management and Financial Director roles and has entrepreneurial experience, with a particular focus on the Information and Communication Technology industry. From 2004 to 2009 he was Commercial Director of Sekunjalo Investments Limited, where he managed a wide range of transactions, including the Sekunjalo Health Care rights issue, the acquisition of a BEE stake in British Telecom and Marine Growers from Transnet, as well as the restructuring of Sekunjalo Financial Services.

In 2009, Peter left Sekunjalo to join up with Charles Petit at Stellar Advisers (previously Afrasia Corporate Finance) to focus on the provision of independent advisory services to clients in the SADC region. Stellar Advisers now provides a range of advisory, structuring and lending solutions to corporate and financial institutions clients across SADC from its offices in Johannesburg, Cape Town and Mauritius. Peter also established the AfrAsia Special Opportunities Fund and acted as the fund manager until 30 June 2013. Peter remains a member of the credit committee on the fund.

In 2012/2013, Peter established the Thunder Investment Group which focuses on international private equity investments in ICT, financial services and property.

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Peter served as CEO of Stellar Capital until October 2015 where after he changed his role to non‑executive. He also holds a number of other non‑executive positions and is currently the Chairman of Torre.

Cornelius (“Corrie”) Roodt (CA(SA))Independent Non-executive Director

Corrie joined the board as an independent non‑executive director with effect from 5 October 2015. He also joined the Remuneration and Nomination Committees

Corrie is the current Chairman of Premier Foods and has had a highly successful business career which included the founding and NASDAQ listing of First South Africa Corporation and the founding of First Lifestyle Holdings. Previously, Corrie served as senior partner at PWC Corporate Finance and before that as audit partner.

Lerato Mangope (BA Economics)Independent Non-executive Director

Lerato holds a Bachelor of Arts in Economics degree from Vista University and is in the final stages of completing her MBA. In addition, she has a PDM from the University of Natal as well as a Diploma in Investments Liability Management from the University of Johannesburg (formerly RAU). She is currently the head of the Asset and Liability Management and Corporate Funding (ALMU) division of the Industrial Development Corporation of South Africa Limited (“IDC”). In her present position, she deals with the planning and implementation of the borrowing plan for the IDC on an annual basis, manages the cost of debt as well as the tender procurement process relating to the funding of the IDC and covenants.

Previously, Lerato was a Senior Risk Manager with the IDC for eighteen months where she proactively promoted risk awareness whilst monitoring and overseeing the management of key risks facing the IDC on the basis of Enterprise‑Wide Risk Management. She also worked as a Risk Manager for Transnet for seven years where she dealt with the analysis of the Transnet portfolio, the management and reporting of liquidity reports to the Strategic Committee, as well as reviewing the Transnet financial instrument policies.

Janine de Bruyn (BCom (Hons), BCompt)Independent Non-executive Director

Janine completed a BCom (Hons) degree in financial analysis and portfolio management at the University of Cape Town and obtained a BCompt degree through UNISA, while completing her articles at PriceWaterhouseCoopers. Janine has consulted to various black empowerment groups and financial services companies over the last 10 years, specialising in the analysis of private equity opportunities, valuations, corporate finance advice, corporate actions, socially responsible focused private equity as well as financial management. Janine gained invaluable experience in empowerment, development finance and private equity at Sanlam Investment Management and Futuregrowth Asset Management and has held a number of directorships. She is a member of the Institute of Directors of Southern Africa.

Caroline Clare Wiese (LLB, BA (Journalism))Independent Non-executive Director

Clare holds an LLB degree from the University of Cape Town and a BA degree in Journalism from the University of Westminster. After having worked as a magazine journalist at House & Leisure (Associated Magazines), she completed her postgraduate law degree after which she worked at Bowman Gilfillan as a litigation attorney for three years, before founding Sloane & Madison, a company which specialises in the manufacturing of Fine Jewellery.

Christina Helmien Wiese (BA (Value and Policy Studies), Masters (Management))Alternate Director to Caroline Clare Wiese

Christina graduated from the University of Stellenbosch with a BA degree in Value and Policy Studies, after which she did volunteer work at the Red Cross War Memorial Children’s Hospital in Cape Town. She also attended a global leadership programme at the Iacocca Institute at Lehigh University in the USA. She subsequently completed her Masters degree in Management at the London School of Economics during which time she also completed an internship program at Credit Suisse in London. She has worked in the micro‑finance industry and currently consults for an online retailer in South Africa. Ms Christina Wiese assumed the role of alternate director to Ms Clare Wiese with effect from 5 October 2015.

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ANNEXURE 8

SHARE PRICE HISTORY OF STELLAR CAPITAL

The share price history of the Company’s shares traded on the JSE for the past three years up until the Last Practicable Date are given below:

DateHigh

(cents)Low

(cents)Close (cents)

Volume traded

Value traded (R)

Daily8 September 271 255 270 248 519 655 9789 September 280 275 279 99 189 274 03310 September 279 262 279 153 202 422 78211 September 285 275 285 172 535 485 09714 September 288 274 288 2 279 912 6 291 12415 September 298 289 298 77 204 226 74316 September 308 285 300 590 056 1 776 05517 September 310 295 310 692 550 2 095 55518 September 310 301 307 56 561 172 89021 September 306 290 301 245 753 738 70422 September 307 291 297 344 515 1 034 60423 September 295 285 288 295 506 855 17525 September 290 284 284 72 507 207 92328 September 288 280 280 123 049 346 74029 September 282 273 275 65 367 181 02730 September 280 260 270 179 665 482 5641 October 270 250 263 339 386 884 0492 October 267 251 263 123 894 323 7625 October 260 250 260 554 695 1 424 8536 October 263 250 263 354 159 926 1167 October 266 252 262 163 247 424 2128 October 280 262 270 192 499 527 5949 October 289 270 282 206 631 583 59812 October 310 283 300 773 662 2 304 26813 October 301 298 299 73 322 219 91414 October 308 285 290 196 099 574 25715 October 300 288 300 263 882 777 00416 October 311 299 305 328 627 991 407

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ANNEXURE 9

MATERIAL CONTRACTS AND TRANSACTIONS

The following words and expressions bear the meanings assigned to them below and outline details of transactions entered into in the past two years:

“Chrystalpine” means Chrystalpine Investments 9 Proprietary Limited (registration number 2008/024785/07), a private company incorporated in accordance with the laws of South Africa, which company is the 100% holding company of Contract Kitting;

“Contract Kitting” means Andrews Kit Proprietary Limited (registration number 2001/000793/07), a private company incorporated in accordance with the laws of South Africa and trading as Contract Kitting, a wholly‑owned subsidiary of Chrystalpine;

“Contract Kitting Disposal” means the disposal by Stellar Capital of 100% of Stellar Capital’s interest in Contract Kitting (through the sale of 100% of the shares in Chrystalpine, being the holding company of Contract Kitting) to Tellumat for R95 119 000 in terms of the Tellumat Sale and Purchase Agreement, which transaction constituted a disposal by Stellar Capital in terms of section 112 of the Companies Act;

“Private Placement” means the specific issue of 75 million Stellar Capital shares for cash at a subscription price of R2.00 per share, amounting to an aggregate total consideration of R150 million;

“SCS” means Structured Connectivity Solutions Proprietary Limited (registration number 2002/001640/07), a private company incorporated in accordance with the laws of South Africa;

“SCS Disposal” means the disposal by Stellar Capital of 100% of Stellar Capital’s interest in SCS to Tellumat for R5 million in terms of the Tellumat Sale and Purchase Agreement;

“SIMAT Group” means SIMAT Group (registration number 106476), a private company incorporated in accordance with the laws of the Republic of Mauritius;

“SIMAT SA” means SIMAT Management Company Proprietary Limited (registration number 2006/032935/07), a private company incorporated in accordance with the laws of South Africa, in which Stellar Capital held a 51% interest;

“Sizwe” means Sizwe Africa IT Group Proprietary Limited (registration number 2000/020258/07), a private company incorporated in accordance with the laws of South Africa;

“Sizwe Disposal” means the disposal by Stellar Capital, of 100% of its interest in Sizwe to Zaloserve for R120 000 000, which transaction constituted a disposal by Stellar Capital in terms of section 112 of the Companies Act, as approved by shareholders in general meeting on 22 October 2013;

“Tellumat” means Tellumat Proprietary Limited (registration number 1996/000957/07), a private company incorporated in accordance with the laws of South Africa on 29 January 1996, having its registered address at 64 – 74 White Road, Retreat;

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“ Tellumat Consideration Shares”

means convertible ordinary class “A” shares in the issued share capital of Tellumat, which shares (i) comprise 30% of the total issued share capital of Tellumat, (ii) entitle the holder to a 30% equity interest in Tellumat and rank pari passu with the ordinary shares in Tellumat, save in respect of any entitlement to the net proceeds of the Tellumat Pension Fund employer surplus, and (iii) will automatically convert into ordinary shares in Tellumat on the distribution of the Tellumat Pension Fund employer surplus;

“Tellumat Acquisition” means the acquisition by Stellar Capital of the Tellumat Consideration Shares, by way of the issue by Tellumat of the Tellumat Consideration Shares in settlement of Contract Kitting (R95 119 000) and SCS (R5 000 000);

“ Tellumat Sale and Purchase Agreement”

means the agreement dated 13 November 2014 concluded between Stellar Capital, Contract Kitting, SCS and Tellumat in terms of which the Contract Kitting Disposal, SCS Disposal and Tellumat Acquisition are proposed to be effected;

“Titan” means, collectively, Titan Nominees and its associated entities, including Titan Premier and Titan Share Dealers;

“ Titan Sale and Purchase Agreement”

means the agreement dated 5 September 2014 concluded between Stellar Capital and Titan in terms of which Stellar Capital acquired:

– 12.00% of Digicore from Titan Nominees for R74 312 500;

– 3.62% of Digicore from Titan Share Dealers for R22 419 425;

– 0.54% of MRI from Titan Share Dealers for R450 000; and

– 2.13% of Goliath Gold from Titan Share Dealers for R6 268 780;

“Titan Share Dealers” means Titan Share Dealers Proprietary Limited (registration number 1969/003884/07), a private company incorporated in accordance with the laws of South Africa, the directors of which are Dr CH Wiese and Mr JD Wiese;

“Titan Nominees” Titan Nominees Proprietary Limited (registration number 1978/003570/07), a private company incorporated in accordance with the laws of South Africa, the directors of which are CH Wiese and JD Wiese and the sole shareholder being Titan Premier Investments Proprietary Limited;

“Yellow Star” means Yellow Star Group Holdings Proprietary Limited (registration number 2005/004789/07), a private company incorporated in accordance with the laws of South Africa and the directors of which are H van Dyk, CE Pettit and Q George;

“Zaloserve” means Zaloserve Proprietary Limited (registration number 2012/179283/07), a private company incorporated in accordance with the laws of South Africa; and

“ManCo Agreement” on 8 December 2014 Stellar Capital concluded the Management Agreement in terms of which ManCo manages the portfolio of the Company in accordance with Section 15 of the Listings Requirements, the Addendum of which is detailed in Annexure 5 of the Circular.

Save for the Company undertaking the Cadiz Acquisition, Digicore Disposal, Goliath Gold Disposal, Torre Acquisition and the abovementioned agreements, the Company and its subsidiaries have not entered into other material contracts and transactions, which are out of the ordinary course of business, during the two years preceding this Circular.

• No amounts were paid by Stellar Capital with respect to goodwill in relation to the material contracts entered into by Stellar Capital during the three years prior to the date of this Circular.

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NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of shareholders will be held at 10:00 on Thursday, 19 November 2015 at Level P3, Oxford Corner, corner Jellicoe Avenue and Oxford Road, Rosebank, Johannesburg.

Purpose

The purpose of the General Meeting is to consider and, if deemed appropriate, to approve, with or without modification, the resolutions set out in this notice of General Meeting.

Note:

1. The definitions and interpretations commencing on page 4 of the circular to which this notice is attached (the “Circular”), apply, mutatis mutandis, to this notice and to the resolutions set out below.

2. For an ordinary resolution to be approved by shareholders, it must be supported by more than 50% of the voting rights exercised on the resolution.

3. For a special resolution to be approved by shareholders, it must be supported by at least 75% of the voting rights exercised on the resolution.

4. Quorum requirement for resolutions to be approved: Sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on the respective resolutions.

Please note that the Company will not provide for electronic participation at the General Meeting.

1. SPECIAL RESOLUTION NUMBER 1

“RESOLVED THAT, as a special resolution, the authorised ordinary share capital of the Company consisting of 1 000 000 000 ordinary shares of no par value be and is hereby increased to 2 000 000 000 ordinary shares of no par value by the creation of 1 000 000 000 ordinary shares of no par value, as detailed in paragraph 1.1 of the Circular.”

The reason for and effect of Special Resolution Number 1 is to increase the authorised share capital of the Company by the creation of a further 1 000 000 000 ordinary shares of no par value.

This special resolution requires the approval of at least 75% of the voting rights of shareholders exercised on the resolution, in accordance with section 65(9) of the Companies Act and the MOI.


“RESOLVED THAT, as a special resolution, the authorised share capital of the Company be and is hereby increased by the creation of 600 Preference Shares of no par value, being a class of shares contemplated in section 36(1)(d) of the Companies Act, on the basis that the Preference Shares will incorporate the Conversion Terms and the Voting Rights, and have the further rights, privileges, restrictions and conditions as determined by the Directors prior to issue thereof, so that after such increase the authorised share capital of the Company shall comprise:• 2 000 000 000 ordinary shares; and• 600 Preference Shares

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The reason for and effect of Special Resolution Number 2 is to increase the authorised share capital of the Company by the creation of 600 Preference Shares.



“RESOLVED THAT, as a special resolution, and subject to special resolutions number 1 and 2 being adopted by the requisite majority of shareholders, the Memorandum of Incorporation (“MOI”) of the Company be and is hereby amended in accordance with Annexure 3 of the Circular to which this notice of General Meeting is attached.”

The reason for and effect of Special Resolution Number 3 is to incorporate the creation and terms of the Preference Shares and the increase in authorised share capital in the MOI and effect consequential amendments.



“RESOLVED THAT, the Company be and is hereby authorised, by way of a specific authority, to: issue 600 redeemable, convertible preference shares (“Preference Shares”) to Qualifying Investors for a total subscription price of R600 million, subject to the following limitations (“Preference Share Issue Limitations”):• the authority will be valid from the date of adoption of this Special Resolution Number 4, until the next

Annual General Meeting of the Company;• The maximum amount to be raised by the issue of the Preference Shares is R600 000 000;• The Conversion Price is set at the greater of R2.40 or 20% above the ordinary share price on the day

before the Book‑build date, and a maximum of 250 000 000 ordinary shares wil be issued in the event that the Preference Shareholders elect the Conversion;

• The dividend rate will not exceed 95% of the Prime Rate;• Preference Shares may only be issued if the Board is of the opinion that the terms of the issuance as

negotiated and agreed with Qualifying Investors are at arm’s length having taken prevailing market conditions into account, and that the commercial and technical terms and features of the Preference Shares are typically associated with such instruments in the South African market; and

• Preference Shares will have the Voting Rights set out in Annexure 4 of the Circular read with the MOI, and will have no other voting rights. Upon Conversion, the ordinary shares into which the Preference Shares convert will rank pari passu with the other ordinary shares in all respects, including in respect of voting rights,

to the extent that the Preference Shares are not automatically converted into ordinary shares, issue the required number of ordinary shares to those holders of Preference Shares who have exercised their rights to convert their Preference Shares into ordinary shares in accordance with the terms and conditions of the Preference Shares.”

This special resolution requires the approval of at least 75% of the voting rights of shareholders exercised on the resolution, in accordance with section 65(9) of the Companies Act and the MOI, and section 5 of the Listings Requirements.

Qualifying Investors, related parties and their associates who will participate in the Preference Share Issue will be precluded from voting on those resolutions pertaining to the issue of Preference Shares.

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“RESOLVED THAT, as a special resolution in terms of section 41(1)(b) and (c) of the Companies Act and as a specific authority in terms of section 5 of the Listings Requirements, the Board of the Company be and are hereby authorised to issue to Thunder, a related party to the Company:– up to 100 Preference Shares pursuant to the Preference Share Issue at a total subscription price of

R100 million, but subject to:– the Preference Share Issue Limitations; and– the Independent Expert confirming that the issue is fair insofar as Stellar Capital shareholders are

concerned,

and to the extent that the Preference Shares are not automatically converted into ordinary shares, the issue of ordinary shares to those holders of Preference Shares who have exercised their rights to convert their Preference Shares into ordinary shares in accordance with the terms and conditions of the Preference Shares”

Thunder and its associates are precluded from voting on Special Resolution Number 5.



“RESOLVED THAT, as a special resolution in terms of section 41(1)(b) and (c) of the Companies Act and as a specific authority in terms of section 5 of the Listings Requirements, the Board of the Company be and are hereby authorised to issue to Shanike, a related party to the Company:– up to 300 Preference Shares pursuant to the Preference Share Issue at a total subscription price of


concerned,


Shanike and its associates are precluded from voting on Special Resolution Number 6.



“RESOLVED THAT, as a special resolution in terms of section 41(1)(b) and (c) of the Companies Act and as a specific authority in terms of section 5 of the Listings Requirements, the Board of the Company be and are hereby authorised to issue to Roodt, a related party to the Company:– up to 15 Preference Shares pursuant to the Preference Share Issue at a total subscription price of


concerned,


Roodt and his associates, to the extent they hold any shares in Stellar Capital prior to the General Meeting, are precluded from voting on Special Resolution Number 7.

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“RESOLVED THAT, in accordance with section 41(1)(a) of the Companies Act, the Board of the Company be and is hereby authorised to issue Roodt, a director of the Company:– up to 15 Preference Shares pursuant to the Preference Share Issue at a total subscription price of


concerned,

and to the extent that the Preference Shares are not automatically converted into ordinary shares, the issue of ordinary shares to those holders of Preference Shares who have exercised their rights to convert their Preference Shares into ordinary shares in accordance with the terms and conditions of the Preference Shares.”

Roodt and his associates, to the extent they hold any shares in Stellar Capital prior to the General Meeting, are precluded from voting on Special Resolution Number 8.

This resolution requires the approval of 75% of the voting rights of shareholders exercised on the resolution, in accordance with section 65(11)(d) and (e) of the Companies Act.


“RESOLVED THAT, as a special resolution in terms of section 41(1)(b) and (c) of the Companies Act and as a specific authority in terms of section 5 of the Listings Requirements, the Board of the Company be and are hereby authorised to issue to Titan, a related party to the Company,– up to 200 Preference Shares pursuant to the Preference Share Issue at a total subscription price of


concerned,

and to the extent that the Preference Shares are not automatically converted into ordinary shares, the issue of ordinary shares to those holders of Preference Shares who have exercised their rights to convert their Preference Shares into ordinary shares in accordance with the terms and conditions of the Preference Shares.”

Titan and its associates are precluded from voting on Special Resolution Number 9.


10. ORDINARY RESOLUTION NUMBER 1 – Addendum to the Management Agreement

“RESOLVED THAT the Management Agreement Addendum be and is hereby approved on the terms and conditions set out in Annexure 5 of the Circular to which this notice of General Meeting is attached.”

This resolution is necessary to give effect to the Addendum to the Management Agreement.

This resolution requires the approval of more than 50% of the voting rights of shareholders exercised on the resolution, in accordance with section 10 of the Listings Requirements.

ManCo and its associates will be precluded from voting on the resolution approving the ManCo Addendum.

11. ORDINARY RESOLUTION NUMBER 2 – Authorising Resolution

“RESOLVED THAT, any director or the Company Secretary be and is hereby authorised, instructed 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 Resolutions contained herein and if and to the extent that any director has already signed all or any of the documents necessary for the implementation of the

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resolutions prior to the passing of the resolutions in this document, such actions and anything already done in good faith in relation thereto be and are hereby approved of and ratified by the Company.”

This resolution is necessary to give effect to any of the above resolutions which may be approved by shareholders.”

This resolution requires the approval of more than 50% of the voting rights of shareholders exercised on the resolution.

RECORD DATES

The posting record date, being the date that shareholders must have been recorded in the register to be eligible to receive this notice of General Meeting, is Friday, 16 October 2015. The last day to trade in order to be eligible to vote at the General Meeting is Friday, 13 November 2015.

The Voting Record Date, being the date that shareholders must be recorded in the register to be eligible to speak and vote at the General Meeting, is Friday, 13 November 2015.

VOTING AND PROXIES

Section 63(1) of the Companies Act requires that meeting participants provide satisfactory identification. Accordingly, meeting participants will be required to provide proof of identification to the reasonable satisfaction of the chairman of the General Meeting and must accordingly bring a copy of their identity document, passport or drivers’ license to the General Meeting. If in doubt as to whether any document will be regarded as satisfactory proof of identification, meeting participants should contact the Transfer Secretaries for guidance.

A shareholder entitled to attend, speak and vote at the General Meeting is entitled to appoint one or more proxies to attend, speak and vote in his stead. A proxy need not be a shareholder of Stellar Capital. For the convenience of certificated shareholders and dematerialised shareholders with “own name” registration, a form of proxy is attached hereto. Completion of a form of proxy will not preclude such shareholder from attending and voting (in preference to that shareholder’s proxy) at the General Meeting.

Duly completed forms of proxy and the authority (if any) under which it is signed must reach the Transfer Secretaries at the address given below by no later than 10:00 on Tuesday, 17 November 2015.

Dematerialised shareholders without “own name” registration who wish to attend the General Meeting in person should request their CSDP or stockbroker to provide them with the necessary Letter of Representation in terms of their custody agreement with their CSDP or stockbroker. Dematerialised shareholders without “own name” registration who do not wish to attend but wish to be represented at the General Meeting must advise their CSDP or stockbroker of their voting instructions. Dematerialised shareholders without “own name” registration should contact their CSDP or stockbroker with regard to the cut‑off time for their voting instructions.

Signed at Rosebank on behalf of the Board on 15 October 2015 in terms of powers of attorney granted by the directors.

By order of the Board

STELLAR CAPITAL PARTNERS LIMITEDCE PettitChief Executive Officer

22 October 2015

Registered Office Transfer SecretariesThird Floor, The Terraces, Computershare Investor Services Proprietary Limited25 Protea Road, Claremont 70 Marshall Street7708 Johannesburg, 2001



FORM OF PROXY

The definitions and interpretations commencing on page 4 of the Circular to which this form of proxy is attached apply, mutatis mutandis, to this section.

For use by certificated shareholders or “own name” dematerialised shareholders at the General Meeting of the Company to be held at Level P3, Oxford Corner, corner Jellicoe Avenue and Oxford Road, Rosebank, Johannesburg at 10:00 on Thursday, 19 November 2015.

If dematerialised shareholders, other than “own name” dematerialised shareholders, have not been contacted by their CSDP or stockbroker with regard to how they wish to cast their vote, they should contact their CSDP or stockbroker and instruct their CSDP or stockbroker as to how they wish to cast their vote at the General Meeting in order for their CSDP or stockbroker to vote in accordance with such instructions. If dematerialised shareholders, other than “own name” dematerialised shareholders, have not been contacted by their CSDP or stockbroker, it would be advisable for them to contact their CSDP or stockbroker, as the case may be, and furnish them with their instructions.

Dematerialised shareholders who are not “own name” dematerialised shareholders and who wish to attend the General Meeting must obtain their necessary Letter of Representation from their CSDP or stockbroker, as the case may be, and submit same to the Transfer Secretaries to be received by no later than 10:00, on Tuesday, 17 November 2015. This must be done in terms of the agreement entered into between dematerialised shareholders and their CSDP or stockbroker. If the CSDP or stockbroker, as the case may be, does not obtain instructions from such dematerialised shareholders, it will be obliged to act in terms of the mandate furnished to it, or if the mandate is silent in this regard, to abstain from voting. Such dematerialised shareholders, other than “own name” dematerialised shareholders, must not complete this form of proxy and should read note 11 of the overleaf.

I/We (please print)

of (address)

Telephone number ( ) Cellphone number Email address

being the holder/s of ordinary shares of no par value in Stellar Capital, appoint (see note 1):

1. or failing him,

2. or failing him,

3. the Chairperson of the General Meeting, as my/our proxy to act for me/us and on my/or behalf at the General Meeting which will be held for the purpose of considering and, if deemed fit, approving, with or without modification, the resolutions to be proposed thereat and/or at any adjournment thereof; and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares registered in my/our name/s, in accordance with the following instructions (see note 2):

Number of shares

For Against Abstain

1. Special Resolution Number 1 Increased Authorised Ordinary Shares

2. Special Resolution Number 2 Creation of Preference Shares

3. Special Resolution Number 3 Amendments to the MOI

4. Special Resolution Number 4 Preference Share Issue: Qualifying Investors

5. Special Resolution Number 5 Preference Share Issue: Thunder

6. Special Resolution Number 6 Preference Share Issue: Shanike

6. Special Resolution Number 7 Preference Share Issue: Roodt

6. Special Resolution Number 8 Preference Share Issue: Director

7. Special Resolution Number 9 Preference Share Issue: Titan

8. Ordinary Resolution Number 1 Addendum to Management Agreement

9. Ordinary Resolution Number 2 Authorising Resolution

Signed at on 2015

Signature Assisted by me (where applicable)

Name Capacity Signature

NOTES TO THE FORM OF PROXY

A shareholder entitled to attend and vote at the General Meeting may appoint one or more persons as his proxy to attend, speak or vote in his stead at the General Meeting. A proxy need not be a shareholder.

On a show of hands, every shareholder shall have one vote (irrespective of the number of Stellar Capital shares held). On a poll, every shareholder shall have, for each share held by him, that proportion of the total votes in Stellar Capital which the aggregate amount of the nominal value of that share held by him bears to the aggregate amount of the nominal value of all the shares issued by Stellar Capital.

SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE COMPANIES ACT

In terms of section 58 of the Companies Act:

• a shareholder may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a general meeting on behalf of such shareholder;

• a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;

• irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder’s rights as a shareholder;

• any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;

• if an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy and to the relevant company; and

• a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the MOI, or the instrument appointing the proxy, provides otherwise.

Notes:

1. A shareholder may insert the name of a proxy or the names of two alternative proxies of his choice in the spaces provided with or without deleting “the chairperson of the General Meeting”, but any such deletion must be initialled by the shareholder. 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 those whose names follow.

2. Please insert the number of shares in the relevant spaces according to how you wish your votes to be cast. If you wish to cast your votes in respect of a lesser number of Stellar Capital shares exercisable by you, insert the number of Stellar Capital shares held in respect of which you wish to vote. Failure to comply with the above will be deemed to authorise and compel the chairperson, if the chairperson is an authorised proxy, to vote in favour of the resolutions, or to authorise any other proxy to vote for or against the resolutions or abstain from voting as he deems fit, in respect of all the shareholder’s votes exercisable thereat. A shareholder or its/his proxy is not obliged to use all the votes exercisable by the shareholder or its/his proxy, but the total of the votes cast and in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the shareholder or its/his proxy.

3. Forms of proxy must be lodged with the Transfer Secretaries, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received by no later than 10:00 on Tuesday, 17 November 2015, in order to be effective.

4. Any alteration or correction made to this form of proxy must be initialled by the signatory/(ies).

5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Transfer Secretaries or waived by the chairperson of the General Meeting.

6. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.

7. The chairperson of the General Meeting may accept or reject any form of proxy which is completed and/or received other than in accordance with these notes and instructions, provided that the chairperson is satisfied as to the manner in which the shareholder wishes to vote.

8. The appointment of a proxy shall remain valid until the end of the meeting contemplated in this appointment.

9. Joint holders – any such persons may vote at the General Meeting in respect of such joint Stellar Capital shares as if he were solely entitled thereto; but if more than one of such joint holders are present or represented at the General Meeting, that one of the said persons whose name stands first in the register in respect of such Stellar Capital shares or his proxy, as the case may be, is alone entitled to vote in respect thereof.

10. Shareholders who hold Stellar Capital shares that have been dematerialised, and are registered by the CSDP on the sub‑register in their own name kept by that CSDP (“”own name” dematerialised shareholders”), will be entitled to attend the General Meeting in person or, if they are unable to attend and wish to be represented thereat, must complete and return the attached form of proxy to the Transfer Secretaries in accordance with the time specified on the form of proxy.

11. Shareholders who hold Stellar Capital shares through a nominee should advise their nominee or, if applicable, their CSDP or stockbroker timeously of their intention to attend and vote at the General Meeting or to be represented by proxy thereat in order for their nominee or, if applicable, their CSDP or stockbroker to provide them with the necessary Letter of Representation to do so or should provide their nominee or, if applicable, their CSDP or stockbroker timeously with their voting instruction should they not wish to attend the General Meeting in person, in order for their nominee to vote in accordance with their instruction at the General Meeting.

76 PRINTED BY INCE (PTY) LTD REF. JOB008985