Vunani : Dividend Circular and Form of Election - 1 August 2016.pdf

If you are in any doubt as to the action you should take, please consult your Central Securities Depository Participant ("CSDP"), broker, attorney, accountant or other professional adviser.

1. If, instead of the capitalisation issue share award, you wish to elect to receive a cash dividend and you are holding certificated Vunani Limited ("Vunani") shares, you must complete the accompanying Form of Election in respect of all or part of your shareholding in accordance with the instructions contained in the Form of Election and lodge it with, or post it to the transfer secretaries or fax it to +27 11 688 5210 so as to be received by them by no later than 12:00 on Friday, 26 August 2016. Forms of Election received after this date and time will not be accepted. You are not required to pay for the shares to which you are entitled in terms of this capitalisation issue share award.

2. Shareholders are responsible for informing themselves about and observing any applicable legal and regulatory requirements in their relevant jurisdictions. To the extent that the distribution of this Circular and/or the receipt of the capitalisation issue share award in jurisdictions other than South Africa might be prohibited or otherwise restricted by legal or regulatory requirements, and/or the failure to comply with any of those legal or regulatory requirements might constitute a violation of the laws or regulatory requirements of such jurisdictions, shareholders will not be entitled to receive the capitalisation issue share award, directly or indirectly, in those jurisdictions, and shall be deemed to elect the cash dividend alternative.

3. Vunani shareholders who have already dematerialised their shares through a CSDP or broker and wish to receive a cash dividend in lieu of the capitalisation issue share award must instruct their CSDP or broker accordingly. This should be done in terms of the agreement in existence between the dematerialised shareholder and the CSDP or broker.

4. If you have disposed of all your shares in Vunani on or before Friday, 22 July 2016, you should forward this Circular immediately with the enclosed Form of Election ("Form of Election") to the purchaser to whom, or the CSDP, broker, banker, attorney or agent through whom, you disposed of such shares.

(Incorporated in the Republic of South Africa) (Registration number 1997/020641/06)

JSE code: VUN ISIN: ZAE000163382

("Vunani")

Relating to the declaration of a capitalisation issue share award of four ordinary shares of no par value for every 100 ordinary shares of no par value owned, and the election to receive a cash dividend of six cents per share in lieu of the capitalisation issue share award, to be paid or issued to shareholders recorded in the register of the Company at the close of business on Friday, 26 August 2016.

Date of issue: 1 August 2016

Copies of this circular, in English only, may be obtained, during normal business hours, from Monday, 1 August 2016 until Friday, 26 August 2016 from the transfer secretaries, Vunani and Grindrod Bank Limited at the addresses set out in the "Corporate Information" section of this circular. The circular will also be available on the Vunani website hosted at www.vunanilimited.co.za.

E G Dube * (Chief Executive Officer)

B M Khoza *

A Judin * (Financial Director)

N M Anderson *

L I Jacobs (Chairman) #

N S Mazwi # G Nzalo # JR Macey # XP Guma #

SN Mthethwa^

* Executive

^ Non-executive

# Independent non-executive

CIS Company Secretaries Proprietary Limited

Sandown, Sandton, 2196

(PO Box 652419, Benmore, 2010)

1 December 1997 Pretoria, South Africa

http://www.vunanilimited.co.za

Grindrod Bank Limited

(Registration number 1994/007994/06) 4th Floor, Grindrod Tower

8A Protea Place Sandton, 2196

(PO Box 78011, Sandton, 2146)

(Registration number 2004/003647/07) Ground Floor

70 Marshall Street

Johannesburg, 2001

(PO Box 61051, Marshalltown, 2107)

Page

1. Introduction and rationale 5

2. The Capitalisation issue share award 5

3. Procedure for shareholders who elect to receive the cash dividend 6

4. Posting of share certificates, distribution cheques and updating/crediting of CSDP

   or broker accounts 6

5. Listing of new Vunani Shares 6

6. Consent 7

7. Exchange control 7

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1. No shares will be dematerialised or rematerialised between Wednesday, 24 August 2016 and Friday, 26 August 2016 (both days inclusive). All times quoted in this circular are South African times.

2. Vunani shareholders who have already dematerialised their shares through a CSDP or broker must not complete the Form of Election but should instruct their CSDP or broker as to their cash dividend election. Dematerialised shareholders are required to notify their duly appointed CSDP or broker of their cash dividend election in the manner and time stipulated in the agreement governing the relationship between the shareholder and his/her/its CSDP or broker.

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