Assore : Circular to Assore shareholders (16-Mar-20)

CORPORATE INFORMATION AND ADVISORS

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TABLE OF CONTENTS

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IMPORTANT LEGAL NOTICES

The definitions and interpretations commencing on page 17 of this Circular shall apply, mutatis mutandis, to this section (unless the context indicates otherwise).

FOREIGN SHAREHOLDERS

This Circular is governed by the laws of South Africa and is subject to any applicable laws and regulations and has been prepared for the purposes of complying with the Listings Requirements, the Companies Act and the Takeover Regulations and is published in terms thereof. The information disclosed in this Circular may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa.

The release, publication or distribution of this Circular in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

This Circular is not intended to and does not constitute or form part of an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful or in which securities may not be offered or sold without registration or an exemption from registration. This Circular does not constitute a prospectus or a prospectus-equivalent document. Shareholders are advised to read this Circular, which contains the full terms and conditions of the Scheme and General Offer, with care. Any decision to approve the Scheme, Delisting Resolution or accept the General Offer or other response to the proposals should be made only on the basis of the information in this Circular.

The Scheme and the General Offer, which are the subject of this Circular, may be affected by the laws of the relevant jurisdictions of Foreign Shareholders. Foreign Shareholders must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Scheme Consideration and/or the General Offer Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Foreign Shareholders who are in any doubt as to their positions should consult their professional advisors immediately.

FORWARD-LOOKING STATEMENTS

This Circular contains statements about Assore and/or the Group 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, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure. 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.

Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditure, acquisition strategy, and expansion prospects for future capital expenditure levels and other economic factors, such as, inter alia, interest rates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Assore 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 Assore operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.

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All forward-looking statements in respect of Assore are based on estimates and assumptions made by Assore and/or the Group which, although Assore 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 estimates, assumptions or statements include other matters not yet known to Assore or not currently considered material by Assore.

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 Assore and/or the Group 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. Assore has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Circular after the date of issue of this Circular, except as may be required by law.

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ACTION REQUIRED BY SHAREHOLDERS IN RESPECT OF THE SCHEME

This Circular is important and requires your immediate attention. The actions you need to take are set out below.

The definitions and interpretations commencing on page 17 of this Circular shall apply, mutatis mutandis, to this section (unless the context indicates otherwise).

Please take careful note of the following provisions regarding the action required by Shareholders in respect of the Scheme:

• if you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, attorney, accountant or other professional advisor immediately;
• if you have disposed of all your Shares, then this Circular, together with the accompanying Notice of General Meeting, Form of Proxy (yellow) and Form of Surrender and Transfer (blue), should be forwarded to the purchaser to whom, or the Broker, agent, CSDP or banker through whom you disposed of your Shares;
• in order for the Scheme to become operative, among other things, the Scheme Resolution must be adopted at the General Meeting; and
• the Independent Board and the Board have recommended that Shareholders vote in favour of the Scheme Resolution.

1. GENERAL MEETING
   The General Meeting will be held at 11:00 on Thursday, 16 April 2020, at Assore House, 15 Fricker Road, Illovo Boulevard, Johannesburg, South Africa, 2196 (or any adjourned or postponed date in accordance with the provisions of section 64(11) of the Companies Act and the MOI, read with the Listings Requirements) to consider and, if deemed fit, pass, with or without modification, the Resolutions set out in the Notice.

1. VOTING AND ATTENDANCE AT THE GENERAL MEETING

1. Dematerialised Shareholders without Own-Name Registration
   If you (or the relevant holder of voting rights as contemplated in section 57(1) of the Companies Act) wish to attend the General Meeting you (or the relevant holder of voting rights) should instruct your CSDP or Broker to issue you (or the relevant holder of voting rights) with the necessary letter of representation to attend the General Meeting in person, in the manner stipulated in your Custody Agreement. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature.
   If you (or the relevant holder of voting rights) do not wish to, or are unable to attend the General Meeting, but wish to vote at the General Meeting, you (or the relevant holder of voting rights) should provide your CSDP or Broker with your voting instructions in the manner stipulated in your Custody Agreement. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature. If your CSDP or Broker does not obtain voting instructions, it will be obliged to vote in accordance with the instructions contained in your Custody Agreement.
   You must NOT complete the attached Form of Proxy (yellow).
2. Own-NameDematerialised Shareholders
   Subject to section 57(1) of the Companies Act, you may attend, speak and vote at the General Meeting in person.
   If you (or the person entitled to do so in terms of section 57(1) of the Companies Act, as the case may be) do not wish to or are unable to attend the General Meeting but wish to be represented thereat, you (or such person) must complete and return the attached Form of Proxy (yellow) in

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accordance with the instructions contained therein and ensure that it is received by the Transfer Secretaries, by no later than 48 hours before the General Meeting that is to be held at 11:00 on Thursday, 16 April 2020, ie by 11:00 on Tuesday, 14 April 2020. The Form of Proxy (yellow) may also be handed to the chairperson of the General Meeting (or adjourned or postponed General Meeting) at any time before the General Meeting is due to commence or recommence, as the case may be.

1. Certificated Shareholders
   Subject to sections 56 and 57 of the Companies Act, you may attend the General Meeting and speak and vote at the General Meeting.
   If you (or the relevant holder of voting rights contemplated in section 57(1) of the Companies Act) do not wish to or are unable to attend the General Meeting and wish to be represented thereat, you (or such person) must complete the attached Form of Proxy (yellow) in accordance with the instructions contained therein and ensure that it is received by the Transfer Secretaries by no later than 48 hours before the General Meeting that is to be held at 11:00 on Thursday, 16 April 2020, ie by 11:00 on Tuesday, 14 April 2020. The Form of Proxy (yellow) may also be handed to the chairperson of the General Meeting (or adjourned or postponed General Meeting) at any time before the General Meeting is due to commence or recommence, as the case may be.
2. Electronic participation at the General Meeting
   Shareholders or their proxies may participate in the General Meeting by way of a teleconference call, if they wish to do so.
   Shareholders or their proxies who wish to participate in the General Meeting via the teleconference facility will be required to advise Assore thereof by no later than 11:00 on Tuesday, 14 April 2020, by submitting an email to the Company Secretary (janinegovender@assore.com) with the relevant contact details including an email address, cellular number and land line, as well as full details of the Shareholder's title to the Shares, proof of identity in the form of copies of identity documents and share certificates (in the case of Certificated Shareholders) and written confirmation from the Shareholder's CSDP or Broker confirming the Shareholder's title to the Dematerialised Shares (in the case of Dematerialised Shareholders). Upon receipt of the required information, the Shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the General Meeting.
   Shareholders who wish to participate in the General Meeting by way of teleconference call must note that they will not be able to vote at the General Meeting. Such Shareholders, should they wish to have their vote counted at the General Meeting, must, to the extent applicable: (i) complete the attached Form of Proxy (yellow); or (ii) contact their CSDP or Broker, in both instances, as set out above.
3. General
   The Remaining Shareholders are considered to be acting in concert with Assore in terms of the Takeover Regulations, and as such, will not be entitled to vote on the Resolutions (other than the Specific Repurchase Resolution).
4. Tax
   The Scheme Consideration constitutes a dividend for tax purposes and would be subject to dividends x depending on the profile of the Shareholder. To the extent that any Shareholder is exempt from dividends tax, it will be required to complete the prescribed declaration and undertaking before the distribution, as it would in the course of normal dividends being declared. Shareholders should consult their professional advisors immediately if they are in any doubt as to their tax position.

Should the Scheme become unconditional and be implemented in accordance with its terms, the default impact of dividends tax on the gross Scheme Consideration (excluding the application of any relief or exemption as may be granted to any particular Shareholder) will be set out in the finalisation announcement, which is expected to be published on or about Friday, 8 May 2020.

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1. GENERAL
   A Approval of the Scheme at the General Meeting

The Scheme and repurchase of Shares must be approved by a Special Resolution of Shareholders, in accordance with sections 48(8)(a), 48(8)(b), 114(1)(e) and 115(2)(a) of the Companies Act, at the General Meeting at which sufficient Shareholders must be present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised on the Scheme Resolution.

In order to be approved, the Scheme Resolution must be supported by at least 75% of the voting rights exercised on the resolution. Excluded Shareholders will not vote on the Scheme Resolution.

1. Court approval
   Shareholders are advised that, in terms of section 115(3) of the Companies Act, Assore may in certain circumstances not proceed to implement the Scheme without the approval of the Court, despite the fact that Scheme Resolution has been adopted at the General Meeting.
   A copy of section 115 of the Companies Act pertaining to the required approval for the Scheme is set out in Annexure 6 to this Circular and a summary is contained in paragraph 5.5 of this Circular.
2. Dissenting Shareholders
   A Shareholder who is entitled to vote at the General Meeting is entitled to seek relief in terms of section 164 of the Companies Act if that Shareholder:
3. • notified Assore in advance and in writing of its intention to oppose the Scheme Resolution;
   • was present at the General Meeting;
   • voted against the Scheme Resolution; and
   • sent Assore a demand contemplated in section 164(5) of the Companies Act.

A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders' Appraisal Rights is set out in Annexure 8 to this Circular and a summary is contained in paragraph 5.8 of this Circular.

IV. TRP APPROVALS

Shareholders should take note that the TRP does not consider commercial advantages or disadvantages of "affected transactions", as defined in section 117(1)(c) of the Companies Act, when it approves such transactions.

1. LOST OR DESTROYED DOCUMENTS OF TITLE IN RESPECT OF CERTIFICATED SHAREHOLDERS
   If Documents of Title have been lost or destroyed, Certificated Shareholders should nevertheless return the Form of Surrender and Transfer (blue) duly signed and completed. The Transfer Secretaries shall issue a suitable indemnity form to such Certificated Shareholder, such indemnity form to be in a form and substance acceptable to Assore (in its sole and absolute discretion) and Assore and the Transfer Secretaries must be satisfied that the Documents of Title have been lost or destroyed.
   Only upon receipt of such indemnity form duly completed and signed by such Certificated Shareholder to be received by 12:00 on the Scheme Consideration Record Date, will Assore consider the action taken by such Certificated Shareholder in terms of the Scheme.

VI. SURRENDER OF DOCUMENTS OF TITLE

1. Dematerialised Shareholders
   You do not have to surrender any Documents of Title. This will be done by your CSDP or Broker. You must NOT complete the attached Form of Surrender and Transfer (blue).
2. Certificated Shareholders
   If the Scheme becomes operative, you will be required to surrender your Documents of Title in respect of all your Shares in order to claim the Scheme Consideration payable or deliverable to you.
   If you wish to expedite receipt of the Scheme Consideration and surrender your Documents of Title in anticipation of the Scheme becoming operative, you should complete the attached Form of Surrender and Transfer (blue) and return it, together with the relevant Documents of Title relating to

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all your Shares, in accordance with the instructions contained therein, to the Transfer Secretaries, Singular Systems Proprietary Limited, 25 Scott Street, Waverley, Johannesburg, 2090, by 12:00 on the Scheme Consideration Record Date.

If Documents of Title relating to any Shares to be surrendered are lost or destroyed, Assore may dispense with the surrender of such Documents of Title upon production of evidence satisfactory to Assore that the Documents of Title to the Shares in question have been lost or destroyed and upon provision of a suitable indemnity on terms satisfactory to Assore. Accordingly, if the Documents of Title in respect of any of your Shares have been lost or destroyed, you should nevertheless return the attached Form of Surrender and Transfer (blue), duly signed and completed, together with a duly signed and completed indemnity form which is obtainable from the Transfer Secretaries.

Should you surrender your Documents of Title in anticipation of the Scheme becoming operative and the Scheme then does not become operative and you do not accept the General Offer within the stipulated time frame or the General Offer does not become unconditional, the Transfer Secretaries shall, within five Business Days of the later of these two events, provided that the date upon which it becomes known that the Scheme will not be implemented, or on receipt by the Transfer Secretaries of the relevant Documents of Title, return the Documents of Title to you, by registered post, at your own risk.

VII. DEMATERIALISATION OR REMATERIALISATION OF AND TRADING IN SCHEME SHARES

You are not required to Dematerialise your Shares in order to participate in the Scheme. If you wish to Dematerialise your Scheme Shares, please contact the Transfer Secretaries or your CSDP or Broker.

You should note that once you have surrendered your Documents of Title in respect of your Scheme Shares, in anticipation of the Scheme becoming operative, you may not Dematerialise or trade any of the Scheme Shares to which those Documents of Title relate.

No Dematerialisation or re-materialisation of Scheme Shares may take place:

• from the Business Day following the last day to trade prior to the General Meeting up to and including the Scheme Voting Record Date in respect of the General Meeting; and
• if the Scheme becomes operative, on or after the Business Day following the Scheme Last Day to Trade.

Should the Scheme not become operative and:

• you have not accepted the General Offer in respect of all of your General Offer Shares, the Transfer Secretaries shall, within five Business Days of either the General Offer Closing Date or on receipt by the Transfer Secretaries of the required Documents of Title, whichever is the later, return the Documents of Title to you, by registered post, at your own risk; or
• you have accepted the General Offer in respect of all of your General Offer Shares but the General Offer does not become unconditional in all respects, the Transfer Secretaries shall, within five Business Days of either the date upon which it becomes known that the General Offer will not be implemented or on receipt by the Transfer Secretaries of the required Documents of Title, whichever is the later, return the Documents of Title to you, by registered post, at your own risk.

VIII. POSTING FORMS OF SURRENDER AND TRANSFER AND DOCUMENTS OF TITLE

Forms of Surrender and Transfer and Documents of Title that are sent through the post are sent at the risk of the Shareholder concerned. Accordingly, Shareholders should take note of postal delivery times so as to ensure that the forms and relevant Documents of Title are received timeously. It is therefore recommended that such forms and Documents of Title rather be sent by registered post or delivered by hand to the Transfer Secretaries.

IX. OTHER

The contents of this Circular do not purport to constitute legal advice or to comprehensively deal with the legal, regulatory and tax implications of the Scheme or any other matter for each Shareholder. Shareholders are accordingly advised to consult their professional advisors about their personal legal, regulatory and tax positions regarding the Scheme or any other matter and in particular the receipt of the Scheme Consideration, as applicable.

Assore does not accept responsibility and will not be held liable for any act of, or omission by, any CSDP or Broker, including, without limitation, any failure on the part of the CSDP or Broker or any registered holder of Scheme Shares to notify the holder of any beneficial interest in those Scheme Shares in respect of the Scheme or any other matter set out in this Circular.

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ACTION REQUIRED BY SHAREHOLDERS IN RESPECT OF THE GENERAL OFFER

The definitions and interpretations commencing on page 17 of this Circular shall apply, mutatis mutandis, to this section (unless the context indicates otherwise).

Please take careful note of the following provisions regarding the actions required by Shareholders in respect of the General Offer:

• if you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, attorney, accountant or other professional advisor immediately;
• if you have disposed of all your Shares, then this Circular, together with the accompanying Notice of General Meeting, Form of Proxy (yellow) and Form of Acceptance and Transfer (pink), should be forwarded to the purchaser of such Shares or to the Broker, CSDP, banker, accountant, attorney or other agent through whom the disposal was effected;
• in order for the General Offer to become operative, the Repurchase Resolution, Specific Repurchase Resolution and Delisting Resolution must be adopted and the General Offer must become wholly unconditional; and
• Shareholders should take note that the Independent Board and the Board recommend that Shareholders vote in favour of the Repurchase Resolution, Specific Repurchase Resolution and Delisting Resolution and accept the General Offer.

The General Offer will run concurrently to the Scheme, however, implementation of the General Offer will be conditional on, inter alia, the Scheme not becoming operative.

For the avoidance of doubt, Eligible Shareholders will be entitled to accept the General Offer from 11:00 on the General Offer Opening Date, however, any General Offer Shares Tendered will not be acquired by Assore until such time as the General Offer is implemented, which is conditional, inter alia, on the Scheme not becoming operative and the General Offer becoming wholly unconditional.

Eligible Shareholders shall be entitled to either:

• accept the General Offer in respect of all (and not some) of their General Offer Shares (accordingly no partial acceptances will be accepted); or
• reject the General Offer.

If you wish to accept the General Offer, you must do so in the manner described below, depending on whether you are a Certificated Shareholder or a Dematerialised Shareholder.

1. VOTING, ATTENDANCE AND REPRESENTATION AT THE GENERAL MEETING
   Shareholders are referred to section II of "Action required by Shareholders in respect of the Scheme" to ascertain the action required by Shareholders in respect of the General Meeting.

1. ACTION REQUIRED IN RESPECT OF THE GENERAL OFFER

1. Dematerialised Shareholders
   If you are a Dematerialised Shareholder, you may be contacted by your CSDP or Broker in the manner stipulated in your Custody Agreement and subject to the cut-off time in order to ascertain whether or not you wish to accept the General Offer. If you wish to accept the General Offer, you must notify your CSDP or Broker of your acceptance of the General Offer in the time and manner stipulated in your Custody Agreement.
   If you are a Dematerialised Shareholder and wish to accept the General Offer, but have not been contacted by your CSDP or Broker, it would be advisable for you to contact and furnish your CSDP or Broker with instructions in regard to the acceptance of the General Offer. These instructions must be provided in the manner and by the cut-off date and time stipulated in your Custody Agreement, and must be communicated by your CSDP or Broker to the Transfer Secretaries by no later than 12:00 on the General Offer Closing Date.

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You must NOT complete the attached Form of Acceptance and Transfer (pink).

If you notify your CSDP or Broker of your desire to accept the General Offer, you will NOT be able to rematerialise and/or trade your Shares from the date on which you notify your CSDP or Broker of your acceptance of the General Offer. Dematerialised Shareholders will, however, be entitled to sell such General Offer Shares Tendered to Assore in terms of the Scheme and to receive the Scheme Consideration in respect of such General Offer Shares Tendered in the event that the Scheme becomes operative.

1. Certificated Shareholders
   If you are a Certificated Shareholder and wish to accept the General Offer, you must complete the Form of Acceptance and Transfer (pink) attached to this Circular in accordance with its instructions, and forward it, together with your Documents of Title, to the Transfer Secretaries, Singular Systems Proprietary Limited, 25 Scott Street, Waverley, Johannesburg, 2090 (for hand deliveries) or PO Box 785261, Sandton, 2146 (for postal deliveries), by no later than 12:00 on the General Offer Closing Date.
   If you accept the General Offer and surrender your Documents of Title, you will NOT be able to Dematerialise and/or trade your General Offer Shares from the date that you surrender your Documents of Title in respect of those General Offer Shares.
2. Approval of the Specific Repurchase and Delisting at the General Meeting
   As the General Offer is considered to be a Repurchase in terms of section 48(8) of the Companies Act and a Specific Repurchase in terms of paragraph 5.69(b) of the Listings Requirements, the Repurchase and the Specific Repurchase are required to be approved by separate Special Resolutions of the Shareholders at the General Meeting in accordance with the quorum requirements specified above.
   Firstly, in accordance with sections 48(8)(a) and 48(8)(b) of the Companies Act, a decision by Assore to Repurchase its Shares: (i) must be approved by a Special Resolution if any of the Shares are to be acquired by Assore from a Director, or a person related to a Director; and (ii) is subject to the requirements of sections 114 and 115 of the Companies Act if it involves the acquisition by Assore of more than 5% of its Shares. In accordance with section 115(4) of the Companies Act, the Remaining Shareholders will not be entitled to vote on the Repurchase Resolution at the General Meeting.
   Secondly, in accordance with paragraph 5.69(b) of the Listings Requirements, Shareholders who have provided irrevocable undertakings in respect of the Specific Repurchase as detailed in paragraph 16, and their respective associates (as defined in the Listings Requirements), will not be entitled to vote on the Specific Repurchase Resolution at the General Meeting. The Remaining Shareholders will, however, be able to vote on the Specific Repurchase Resolution.
   The Delisting must also be approved by an Ordinary Resolution, at the General Meeting, at which at least three Shareholders are present and sufficient Shareholders are present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the General Meeting, in accordance with paragraphs 1.15(a) and 1.16 of the Listings Requirements. In order to be approved, the Ordinary Resolution must be supported by more than 50% of the voting rights exercised thereon.
   In accordance with paragraph 1.16 of the Listings Requirements, controlling shareholder/s, their associate/s and persons who are considered to be acting in concert with Assore will not be entitled to vote on the Delisting Resolution. Therefore, the Remaining Shareholders who are considered to be acting in concert with Assore in terms of the Takeover Regulations, will not be entitled to vote on the Delisting Resolution.
3. Electronic participation
   Shareholders are advised in terms of section 63(3) of the Companies Act, that while the General Meeting will be held in person, Shareholders (or their proxies) may participate in (but not vote at) the General Meeting by electronic communication, as contemplated in section 63(2) of the Companies Act, and Shareholders or their proxy will be able, at their own expense, to participate in (but not vote at) the General Meeting by means of a teleconference facility.

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1. 1. Tax
      The General Offer Consideration constitutes a dividend for tax purposes and would be subject to dividends tax depending on the profile of the Shareholder. To the extent that any Shareholder is exempt from dividends tax, it will be required to complete the prescribed declaration and undertaking before the distribution, as it would in the course of normal dividends being declared. Shareholders should consult their professional advisors immediately if they are in any doubt as to their tax position.
      Should the General Offer become unconditional and be implemented in accordance with its terms, the default impact of dividends tax on the gross General Offer Consideration (excluding the application of any relief or exemption as may be granted to any particular Shareholder) will be set out in the finalisation announcement, which is expected to be published on or about Friday, 8 May 2020.
2. GENERAL
3. 1. Compulsory acquisition
      In the event that the General Offer is implemented and is accepted by Eligible Shareholders holding at least 90% of the General Offer Shares, Assore may, at its election, invoke the provisions of section 124 of the Companies Act, to compulsorily acquire all the General Offer Shares held by the Non-accepting Shareholders, as further detailed in paragraph 6.8 of this Circular and Annexure 7 to this Circular. Should Assore not elect to invoke the provisions of section 124 of the Companies Act, and the General Offer becomes wholly unconditional and implemented, Eligible Shareholders who have not accepted the General Offer will remain Shareholders in Assore. Subject to the Scheme not becoming operative, if an Eligible Shareholder does not wish to accept the General Offer in respect of any of the General Offer Shares held by them, they do not need to take any further action and should the provisions of section 124 of the Companies Act not be invoked by Assore, such Eligible Shareholders will become Non-accepting Shareholders upon the General Offer becoming wholly unconditional and implemented.
      A copy of section 124 of the Companies Act is set out in Annexure 7 to this Circular and a summary is contained in paragraph 6.8 of this Circular.
   2. Dematerialisation or rematerialisation of and trading in Shares
      If you wish to Dematerialise your Shares, please contact the Transfer Secretaries, your Broker or CSDP. You are NOT required to Dematerialise your General Offer Shares in order to participate in the General Offer or to receive the General Offer Consideration.
      You should note that once you have surrendered your Documents of Title in respect of your General Offer Shares, pursuant to your acceptance of the General Offer, you may not Dematerialise or trade any of the General Offer Shares to which those Documents of Title relate.
      Furthermore, you should note that, after acceptance of the General Offer you may not Dematerialise or trade any of the General Offer Shares in respect of which the General Offer has been accepted. You will however be entitled to sell such General Offer Shares Tendered, to Assore in terms of the Scheme and to receive the Scheme Consideration in respect of such General Offer Shares Tendered in the event that the Scheme becomes operative.
      For the avoidance of doubt, you may not, after acceptance of the General Offer, instruct any Broker or CSDP to hold your General Offer Shares in respect of which the General Offer has been accepted as nominee on your behalf or, where such General Offer Shares are already held by the Broker or CSDP as nominee, request the Broker or CSDP to release the General Offer Shares in respect of which the General Offer has been accepted.
      No Dematerialisation or rematerialisation of Shares may take place:
   3. • from the Business Day following the last day to trade prior to the General Meeting up to and including the Scheme Voting Record Date; and
      • if the General Offer is declared wholly unconditional, on or after the Business Day following the General Offer Last Day to Trade.

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IV. FOREIGN SHAREHOLDERS

If you are a Foreign Shareholder, you are urged to read the important information, relating to the General Offer described in this Circular. If you are in doubt about your position, you should consult your professional advisor in the relevant jurisdiction.

1. POSTING FORMS OF ACCEPTANCE AND TRANSFER AND DOCUMENTS OF TITLE
   Forms of Acceptance and Transfer (pink) and Documents of Title that are sent through the post are sent at the risk of the Eligible Shareholder concerned. Accordingly, Eligible Shareholders should take note of postal delivery times so as to ensure that the forms and relevant Documents of Title are received timeously. It is therefore recommended that such forms and Documents of Title rather be sent by registered post or delivered by hand to the Transfer Secretaries.

VI. LOST OR DESTROYED DOCUMENTS OF TITLE IN RESPECT OF CERTIFICATED SHAREHOLDERS

If Documents of Title have been lost or destroyed, Certificated Shareholders should nevertheless return the Form of Acceptance and Transfer (pink) duly signed and completed. The Transfer Secretaries shall issue a suitable indemnity form to such Certificated Shareholder, such indemnity form to be in a form and substance acceptable to Assore (in its sole and absolute discretion) and Assore and the Transfer Secretaries must be satisfied that the Documents of Title have been lost or destroyed.

Only upon receipt of such indemnity form, duly completed and signed by such Certificated Shareholder, to be received by 12:00 on the General Offer Closing Date, will Assore consider the action taken by such Certificated Shareholder in terms of the General Offer.

VII. OTHER

The contents of this Circular do not purport to constitute legal advice or to comprehensively deal with the legal, regulatory and tax implications of the General Offer or any other matter for each Shareholder. Shareholders are accordingly advised to consult their professional advisors about their personal legal, regulatory and tax positions regarding the General Offer or any other matter and in particular the receipt of the General Offer Consideration, as applicable.

Assore does not accept responsibility and will not be held liable for any act of, or omission by, any CSDP or Broker, including, without limitation, any failure on the part of the CSDP or Broker or any registered holder of General Offer Shares to notify the holder of any beneficial interest in those General Offer Shares in respect of the General Offer or any other matter set out in this Circular.

VIII. TRP APPROVAL

Shareholders should take note that the TRP does not consider the commercial advantages or disadvantages of "affected transactions", as defined in section 117(1)(c) of the Companies Act, when it approves such transactions.

During engagement with the TRP in respect of this Circular, the TRP expressed its view that the acquisition by a regulated company of more than 5% of the issued shares of any particular class of the company's shares, as contemplated in section 48(8)(b) of the Companies Act, is a scheme of arrangement as contemplated in section 114 of the Companies Act, and accordingly, any such acquisition constitutes an affected transaction in terms of section 117(c)(iii) of the Companies Act. Consequently, the TRP's view is that the General Offer is a scheme of arrangement in terms of sections 114 and 117(c)(iii) of the Companies Act, and must also comply with the requirements applicable to the Scheme under the Companies Act and the Takeover Regulations.

The General Offer complies with the requirements of section 114 of the Companies Act. In this regard, please refer to the opinions and recommendations expressed by the Independent Board in paragraph 10 of this Circular and the opinion of the Independent Expert contained in Annexure 1 to this Circular. The General Offer furthermore complies with the requirements of section 115 of the Companies Act in relation to the approval by Shareholders of the General Offer in terms of section 48(8) of the Companies Act. Please refer to Special Resolution number 2 as contained in the Notice.

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Assore does not, however, agree with the TRP's view that an acquisition of shares as contemplated in section 48(8)(b) of the Companies Act must be, or necessarily constitutes such acquisition as, a scheme of arrangement. As such, in Assore's opinion, the General Offer is not a scheme of arrangement. Assore is also further of the opinion that Appraisal Rights do not apply in respect of the General Offer. To the extent, however, that Appraisal Rights do apply in respect of the General Offer, the provisions of paragraph 5.8 of this Circular (and any related provisions of the Notice) shall apply mutatis mutandis to the General Offer Participants in respect of Special Resolution number 2 as contained in the Notice. Shareholders are referred to Annexure 8 to this Circular, which contains an extract of the provisions of section 164 of the Companies Act.

As regards compliance with the Takeover Regulations generally in relation to the General Offer, please refer to paragraphs 1 to 4 and paragraphs 6 to 26 of this Circular, which paragraphs apply in respect of both the Scheme and the General Offer.

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SALIENT DATES AND TIMES

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Notes:

1. All of the above dates and times are subject to change, with the approval of the JSE and TRP, if required. The dates have been determined based on certain assumptions regarding the dates by which certain regulatory approvals including, but not limited to, that of the JSE and TRP, will be obtained and that no Court approval or review of the Scheme will be required. Any change will be released on SENS and published in the South African press.
2. Shareholders are referred to paragraph 5.8 of the Circular (which contains a summary of Dissenting Shareholders' Appraisal Rights in respect of the Scheme) regarding timing considerations relating to the Appraisal Rights held by Shareholders.
3. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, persons who acquire Shares after close of trade on Tuesday, 31 March 2020, will not be eligible to attend, participate in and vote at the General Meeting, as the Scheme Voting Record Date is Friday, 3 April 2020. Provided the Scheme is approved and Shareholders acquire the Shares on or prior to the Scheme Last Day to Trade (expected to be Tuesday, 19 May 2020), Shareholders will be eligible to participate in the Scheme, as the Scheme Consideration Record Date is Friday, 22 May 2020.
4. A Shareholder may submit a Form of Proxy (yellow) at any time before the commencement of the General Meeting (or any adjournment or postponement of the General Meeting) or hand it to the chairperson of the General Meeting before the appointed proxy exercises any of the relevant Shareholder's rights at the General Meeting (or any adjournment or postponement of the General Meeting), provided that should a Shareholder lodge a Form of Proxy (yellow) with the Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and gazetted, national public holidays) before the General Meeting, such Shareholder will also be required to furnish a copy of such Form of Proxy (yellow) to the chairperson of the General Meeting before the appointed proxy exercises any of such Shareholder's rights at the General Meeting (or adjourned or postponed General Meeting).
5. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.
6. All times given in this Circular are local times in South Africa.
7. If the Scheme becomes operative, Certificated Shares may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.
8. The date of payment of the Scheme Consideration, which is expected to be Monday, 25 May 2020, in respect of Dematerialised Shareholders and Certificated Shareholders.
9. The date of payment of the General Offer Consideration, will take place within six Business Days of the later of the General Offer being declared wholly unconditional and acceptance of the General Offer by the General Offer Participant and in accordance with paragraph 6.7.6 of this Circular in respect of Certificated Shareholders.
10. Should sufficient Shareholders vote against the Scheme Resolution at the General Meeting so that a Shareholder may require Assore to obtain Court approval regarding the Scheme Resolution as contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers such a request, the dates and times set out above will need to be amended. Shareholders will be notified separately of the applicable dates and times under this process.
11. If any Shareholder who votes against the Scheme Resolution exercises its rights in terms of section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates and times set out above will need to be amended. Shareholders will be notified separately of the applicable dates and times under this process.

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DEFINITIONS AND INTERPRETATIONS

In this Circular and its Annexures, unless otherwise stated or the context indicates otherwise, the words and expressions in the first column shall have the meanings stated opposite them in the second column, and words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons and unincorporated associations of persons and vice versa, and any reference to one gender shall include the other gender.

"Certificate" or "Certificated" the process by which electronic records of ownership of shares are replaced

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"General Offer Closing Date" the last date on which Eligible Shareholders will be entitled to accept the General Offer, which date shall be a Friday and no less than 10 Business Days after the date on which the General Offer is declared wholly unconditional, which date is expected to be Friday, 22 May 2020;

"General Offer Conditions" the conditions to the implementation of the General Offer set out in paragraph 6.5 of this Circular;

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"Remaining Shareholders" the effective holders of 82.6% of the Shares, which are acting in concert with Assore in respect of the Offer, being, at the Last Practicable Date, Oresteel, the BEE Shareholders and the Other Remaining Shareholders, and "Remaining Shareholder" shall mean any one of them as the context requires;

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ASSORE LIMITED

(Incorporated in the Republic of South Africa)

(Registration number: 1950/037394/06)

JSE share code: ASR

ISIN: ZAE000146932

("Assore")

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION

1.1 In the Firm Intention Announcement released by Assore on Monday, 9 March 2020, Shareholders were advised of Assore's firm intention to:

1.1.1 make a cash offer of R320.00 per Share to repurchase all the Shares not held by the Excluded Shareholders in accordance with section 114 of the Companies Act, by way of the Scheme; and

1.1.2 make a General Offer to Shareholders, other than the Remaining Shareholders, as contemplated in section 117(1)(c)(v) of the Companies Act and in accordance with section 48 of the Companies Act and paragraphs 1.15(c) and 5.69 of the Listings Requirements, to acquire the General Offer Shares for a cash consideration of R320.00 per General Offer Share.

1.2 The Scheme and General Offer are proposed concurrently, however, Assore will only implement the General Offer if the Scheme fails. In this regard, in the event that the Scheme becomes operative, the General Offer will lapse. Alternatively, if the Scheme does not become operative and the General Offer becomes wholly unconditional, the General Offer will be implemented. The Offer Consideration excludes the interim dividend of R7.00 per Share declared by Assore on or about 21 February 2020, which will be payable to Shareholders in the ordinary course.

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1. 1. Implementation of the Scheme is subject to the fulfilment or waiver of the Scheme Conditions Precedent including, inter alia, approval of the Scheme Resolution by Shareholders. The General Offer will be subject to the fulfilment or waiver of the conditions set out in paragraph 6.5 below.
   2. The Delisting will occur if: (i) pursuant to paragraph 1.17(b) of the Listings Requirements, the Scheme becomes operative; or (ii) the General Offer becomes wholly unconditional and is implemented and the Delisting Resolution is approved. The Independent Board considers the General Offer to be fair in terms of paragraph 1.15 of the Listings Requirements.
   3. The Scheme Shares repurchased by Assore pursuant to the Scheme will have the same status as the Shares that have been authorised but not issued.
   4. The Independent Board and the Board are in unanimous support of the Scheme and General Offer and recommend that Eligible Shareholders vote in favour of the Resolutions, including, the Scheme Resolution and the Delisting Resolution.
   5. In the event that the Scheme becomes operative, the JSE has granted approval for the suspension of the listing of the Shares on the JSE with effect from the commencement of trade on the JSE on the day following the Scheme Last Day to Trade, which is expected to be Wednesday, 20 May 2020, and the termination of the listing of the Shares on the JSE from the commencement of trade on the day following the Operative Date, which is expected to be Tuesday, 26 May 2020.
   6. Should the General Offer become wholly unconditional and be implemented, and the Delisting is approved, the listing of Assore on the JSE will be terminated. Subject to the General Offer becoming unconditional in accordance with its terms, the JSE has granted approval for the suspension of the listing of the Shares on the JSE with effect from the commencement of trade on the JSE on the day following the General Offer Last Day to Trade, and the termination of the listing of the Shares on the JSE from the commencement of trade on the day following the General Offer Closing Date, which date shall be a Friday and no less than 10 Business Days after the date on which the General Offer is declared wholly unconditional.
2. PURPOSE OF THIS CIRCULAR
   The purpose of this Circular is to provide Shareholders with relevant information regarding the Scheme and the General Offer, including, inter alia, the report of the Independent Expert prepared in terms of both section 114(3) of the Companies Act and the Listings Requirements, the recommendation of the Independent Board in respect of the Scheme and the General Offer, and to give notice convening the General Meeting in order to consider and, if deemed fit, to pass with or without modification the Resolutions necessary to approve and implement the Scheme or the General Offer (including the Delisting) in accordance with the Companies Act and the Takeover Regulations. The Notice of General Meeting is attached to, and forms part of, this Circular.
   To obtain a full understanding of the terms and conditions of the Scheme, the General Offer and the Delisting, this Circular should be read in its entirety.
3. NATURE OF THE BUSINESS OF ASSORE
   Assore is a mining company which was first listed on the JSE in 1950. Since that time, Assore has, primarily through its shareholding in Assmang Proprietary Limited ("Assmang"), been involved in developing an important metals and mining presence in South Africa, with manganese and iron ore mines in the Northern Cape, a ferromanganese facility at Cato Ridge in KwaZulu-Natal and the Dwarsrivier chrome mine in Mpumalanga, as well as establishing an international commodities marketing business via Ore & Metal Company Limited.
   More recently, Assore has ventured offshore with the development of the Sakura Ferroalloys ferromanganese facility in Malaysia (54.4% held by Assmang) and the purchase of a direct stake (currently 29%) in AIM-listed junior IronRidge Resources, which is exploring for various commodities in Africa.
4. RATIONALE FOR THE TRANSACTION
   Assore, which has been successfully listed on the Main Board of the JSE since 1950, is currently held 52.4% by Oresteel (controlled by the Sacco Family), 26.1% by the BEE Shareholders and 4.1% directly by various members of the Sacco Family, resulting in a high level of strategic shareholding and a very low free float.

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The combination of this tightly held strategic shareholding and the resultant low share liquidity, which both deters potential institutional investors and results in the share price being particularly volatile, has led the Remaining Shareholders, the Board and the Independent Board to believe that Assore is more suited to an unlisted environment, and that its continued listing provides little benefit to the strategic shareholders.

The Board has thus proposed that Assore use its available internal cash resources to buy back all of the issued shares other than the shares held by the Remaining Shareholders and subsequently delist the company from the JSE. The buyback, which will cost Assore approximately R7.8 billion, will provide minority shareholders with a valuable liquidity event.

The Offer Consideration of R320.00 per Share is a 80% premium to the closing price on the date preceding the Firm Intention Announcement, a 51% premium to the 30-day volume weighted average price on the date preceding the Firm Intention Announcement and a 36% premium to the 60-day volume weighted average price on the date preceding the Firm Intention Announcement.

5. TERMS AND CONDITIONS OF THE SCHEME

In terms of section 114(1) of the Companies Act, the Board proposes the Scheme, as set out in this paragraph 5, between Assore and the Scheme Participants.

5.1 The Scheme

1. Assore will repurchase the Scheme Shares from the Scheme Participants in exchange for the Scheme Consideration.
2. Subject to the Scheme becoming unconditional, with effect from 09:00 on the Operative Date:
3. 1. the Scheme Participants (whether they voted in favour of the Scheme or not or abstained or refrained from voting) shall be deemed to have disposed of (and shall be deemed to have undertaken to transfer) their Scheme Shares, free of encumbrances, to Assore, in exchange for the Scheme Consideration, and Assore shall be deemed to have acquired registered and beneficial ownership of all the Scheme Shares;
   2. the disposal and transfer by each Scheme Participant of the Scheme Shares held by each such Scheme Participant to Assore, and the acquisition and ownership of those Scheme Shares by Assore, pursuant to the provisions of the Scheme, will be effected;
   3. each Scheme Participant shall be deemed to have transferred to Assore all of the Scheme Shares held by such Scheme Participant without any further act or instrument being required; and
   4. Scheme Participants shall be entitled to receive the Scheme Consideration, subject to the remaining provisions of this paragraph 5.
4. Each Scheme Participant irrevocably and in its place and stead, and for and on its behalf, authorises Assore, as principal, with power of substitution, to cause the Scheme Shares disposed of by any Scheme Participant in terms of the Scheme to be transferred to, and registered in the name of, Assore on or at any time after the Operative Date, and to do all such things and take all such steps (including the signing of any transfer form) as Assore in its discretion considers necessary in order to effect that transfer and registration.
5. The Scheme Consideration shall be settled, in full, in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Assore may otherwise be, or claim to be, entitled against a Scheme Participant.
6. The rights of the Scheme Participants to receive the Scheme Consideration will be rights enforceable by Scheme Participants as against Assore only.
7. The effect of the Scheme will, inter alia, be that Assore will, with effect from the Operative Date, become the beneficial owner of all Scheme Shares, upon which such Shares shall be immediately cancelled and have the status of authorised but unissued shares. Assore shall have its securities register updated accordingly.

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1. As a consequence of the Scheme becoming operative, an application will be made to the JSE for the delisting of all of the Shares from the JSE.

5.2 Scheme Conditions Precedent

1. The implementation of the Scheme is subject to the fulfilment or waiver, as the case may be, of the following Scheme Conditions Precedent by no later than Thursday, 7 May 2020 ("Longstop Date"):
2. 1. all approvals, consents or waivers from those South African regulatory authorities as may be necessary for Assore to implement the Scheme, including the TRP (by means of the issue of a compliance certificate in terms of section 121(b)(i) of the Companies Act), are obtained on an unconditional basis or, to the extent that any such regulatory approvals, consents or waivers are obtained subject to any condition or qualification, Assore (to the extent that it is adversely affected by the condition or qualification) confirms in writing that the condition or qualification is acceptable to it, which confirmation shall not be unreasonably withheld or delayed;
   2. all necessary Shareholder approvals and/or resolutions as may be necessary to give effect to the Scheme have been obtained, including, but not limited to, the Scheme Resolution;
   3. Assore has not elected to treat the Scheme Resolution as a nullity pursuant to section 115(5)(b) of the Companies Act;
   4. in the circumstances where Assore has not elected to treat the Scheme Resolution as a nullity pursuant to section 115(5)(b) of the Companies Act, a Court has granted its approval pursuant to section 115(3) of the Companies Act in circumstances where:
   5. 1. the Scheme Resolution is opposed by 15% or more of the voting rights that were exercised in respect of the Scheme Resolution; and
      2. a Shareholder who voted against the Scheme Resolution requires Assore, within five Business Days after the vote, to seek Court approval pursuant to section 115(3)(a) of the Companies Act;
   6. no Shareholder who voted against the Scheme Resolution applies to Court within 10 Business Days after the vote for leave to apply for a review of the Scheme in accordance with the requirements of section 115(3)(b) of the Companies Act and section 115(6) of the Companies Act;
   7. Assore waives the Scheme Condition Precedent in paragraph 5.2.1.5 and the Court does not grant leave to any Shareholder to apply to Court for a review of the Scheme, as contemplated in sections 115(3)(b), 115(6) and 115(7) of the Companies Act;
   8. Assore waives the Scheme Condition Precedent in paragraph 5.2.1.6 and the Court approves the Scheme Resolution pursuant to section 115(7) of the Companies Act; and
   9. with regard to Shareholders entitled to and exercising their Appraisal Rights, either: (i) Shareholders give notice objecting to the Scheme as contemplated in section 164(3) of the Companies Act and vote against the Scheme at the relevant meeting in respect of less than or equal to 5% of all of the Scheme Shares; or (ii) if Shareholders give notice objecting to the Scheme and vote against the Scheme at the meeting in respect of more than 5% of all of the Scheme Shares, then, within the time period permitted in terms of the Companies Act, Dissenting Shareholders have exercised Appraisal Rights, by giving valid demands in terms of sections 164(5) to 164(8) of the Companies Act, in respect of less than or equal to 5% of all the Scheme Shares, or not at all.
3. Assore shall be entitled to waive (in whole or in part) in writing any one or more of the Scheme Conditions Precedent stipulated in paragraphs 5.2.1.3, 5.2.1.4, 5.2.1.5, 5.2.1.6,
4. 1. and 5.2.1.8. The remaining Scheme Conditions Precedent stipulated above are not capable of waiver. The Longstop Date may be extended by Assore, subject to any approval

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as may be required from the TRP. Any extension of the Longstop Date will be announced on SENS and published in the South African press.

1. Scheme consideration
   In the event of the Scheme Conditions Precedent being fulfilled, or waived as the case may be and the Scheme becoming operative, Scheme Participants will receive the Scheme Consideration, being R320.00 per Scheme Share.
2. Settlement of the Scheme Consideration
3. 1. Subject to paragraphs 5.4.2 and 5.4.4 below and subject to the Scheme becoming operative, Scheme Participants will be entitled to receive the Scheme Consideration.
   2. Settlement of the Scheme Consideration is subject to the Exchange Control Regulations, the salient provisions of which are set out in Annexure 5 to this Circular.
   3. Assore or the Transfer Secretaries will administer and effect payment of the Scheme Consideration to Scheme Participants.
   4. If the Scheme becomes operative:
   5. 1. Dematerialised Shareholders who become Scheme Participants will have their account at their CSDP or Broker credited with the Scheme Consideration and debited with the Scheme Shares on the Operative Date, or in the case of Dissenting Shareholders who subsequently become Scheme Participants as envisaged in paragraph 5.8.9, on the date contemplated in paragraph 5.8.10; and
      2. Certificated Shareholders who become Scheme Participants:
      3. 1. who have submitted their Documents of Title and submitted a Form of Surrender and Transfer (blue) to the Transfer Secretaries on or before 12:00 on the Scheme Consideration Record Date, will receive the Scheme Consideration posted to them by cheque, at their own risk, on or about the Operative Date, unless they elect to receive the Scheme Consideration by way of EFT on the Form of Surrender and Transfer (blue), in which case, the Scheme Consideration will be paid into the bank account nominated by them in Part C of the Form of Surrender and Transfer (blue) on or about the Operative Date. If Part C on the Form of Surrender and Transfer (blue) is left blank or partially completed, the Scheme Consideration will be withheld until the correct details are provided by the Certificated Shareholder; or
         2. who fail to submit their Documents of Title and completed Form of Surrender and Transfer (blue) to the Transfer Secretaries or in respect of a Dissenting Shareholder who subsequently becomes a Scheme Participant as envisaged in paragraph 5.8.9, the Scheme Consideration payable to such Scheme Participant will be held in trust by Assore (or any third party nominated by it for this purpose) for the benefit of the Scheme Participant concerned, for a maximum period of five years, after which period such funds shall be paid over to the Guardians Fund of the Court. No interest will accrue on any such funds held by Assore.
      4. The Scheme Consideration will be paid to Scheme Participants, in full, in accordance with the terms of the Scheme without regard to any lien, right of set- off, counterclaim or other analogous right to which Assore may otherwise be, or claim to be entitled.
4. Required approvals for the Scheme
5. 1. Pursuant to section 115(2) of the Companies Act, a scheme of arrangement in terms of section 114 of the Companies Act must be approved by a Special Resolution adopted by Shareholders entitled to exercise voting rights on such matter, at a meeting called for that purpose. At least 25% of the voting rights that are entitled to be exercised must be present at the meeting.

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1. 1. In the event that at least 15% of the voting rights exercised oppose the aforesaid resolution, Assore may not proceed to implement the resolution unless a Court of competent jurisdiction approves the Scheme, provided that a Shareholder who voted against the resolution requires, within five Business Days after the vote, that Assore seek Court approval for the Scheme. If the Scheme requires Court approval, Assore must either apply to Court for approval within 10 Business Days after the vote and bear the costs of the application or treat the Scheme as a nullity.
   2. Alternatively, the resolution may only be implemented where any person who voted against the resolution, applies to Court within 10 Business Days of the vote for leave to review the transaction. A Court may grant leave only if the applicant is acting in good faith, appears to be able to sustain proceedings and alleges facts that support the order being sought. A Court may only set aside a resolution that is manifestly unfair to Shareholders or if the vote was materially tainted by a conflict of interest, for inadequate disclosure, failure to comply with the Companies Act or MOI or if there is a significant and material irregularity.
   3. In relation to the Scheme, the Remaining Shareholders will not be entitled to vote on the Scheme Resolution.
2. Effects of the Scheme and prospects of Assore in the unlisted environment
3. 1. The effect of the Scheme will be that Assore will, with effect from the Operative Date, become the beneficial owner of all the Scheme Shares upon which such Shares shall be immediately cancelled and have the status of authorised but unissued shares. Assore shall have its securities register updated accordingly.
   2. The nature of Assore's business is not likely to change pursuant to the Delisting. The composition of the Board will be considered and may be reconstituted in light of the governance requirements for an unlisted company in accordance with the Companies Act requirements following the Delisting.
   3. The unlisted environment may not meet certain Shareholders' investment objectives and the Shareholders are given the opportunity to dispose of their Shares prior to the Delisting in terms of the Scheme and, if applicable, the General Offer.
4. Amendments, variations and modifications to the Scheme
5. 1. Subject to compliance with the Companies Act, the Takeover Regulations and the Listings Requirements and consent from the TRP, Assore will be entitled to:
   2. 1. before or at the General Meeting, but prior to Shareholders casting their votes, make any amendment, variation or modification to the Scheme; or
      2. after the General Meeting, make any amendment, variation or modification to the Scheme, provided that no amendment, variation or modification made after the General Meeting may have the effect of negatively affecting the rights which will accrue to a Scheme Participant in terms of the Scheme.
   3. Shareholders will be notified of any changes on SENS and published in the South African press.
   4. All dates and times referred to in this Circular are subject to change. Any such change shall be published on SENS and in the South African press.
6. Dissenting Shareholders
7. 1. Shareholders are hereby advised of their Appraisal Rights in terms of section 164 of the Companies Act. This paragraph 5.8 only provides a summary of the provisions relating to Shareholders' Appraisal Rights in terms of section 164 of the Companies Act, the full provisions of which are contained in Annexure 8 to this Circular.
   2. Shareholders who wish to exercise their Appraisal Rights in terms of the aforementioned section of the Companies Act are required, before the Scheme Resolution to approve the Scheme is voted on at the General Meeting, to give notice to Assore in writing objecting to the Scheme Resolution in terms of section 164(3) of the Companies Act.

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1. Within 10 Business Days after the Scheme Resolution has been adopted, Assore must send a notice to each Shareholder who gave Assore the notice referred to in paragraph 5.8.2 of this Circular and has neither withdrawn that notice nor voted in favour of the Scheme Resolution, informing them that the Scheme Resolution has been adopted.
2. A Shareholder who gave written notice to Assore in terms paragraph 5.8.2 (and has not withdrawn that notice) and who has complied with all the procedural requirements set out in section 164 may, in terms of sections 164(5) to 164(8) of the Companies Act, if the Scheme Resolution is adopted, deliver a written notice to Assore demanding that Assore pay to that Shareholder the fair value for all the Shares held by that Shareholder ("Demand"). The Demand must be delivered:
3. 1. within 20 Business Days after receipt of the notice from Assore referred to in paragraph 5.8.3 of this Circular; or
   2. if the Shareholder does not receive the notice from Assore referred to in paragraph 5.8.3 of this Circular, within 20 Business Days after learning that the Scheme Resolution has been adopted.
4. The Demand above must also be delivered to the TRP and must set out:
5. 1. the Dissenting Shareholder's name and address;
   2. the number of Shares in respect of which the Dissenting Shareholder seeks payment; and
   3. a demand for payment of the fair value of those Shares. The fair value of the Shares is determined as at the date on which, and the time immediately before, the Scheme Resolution was adopted.
6. A Dissenting Shareholder may withdraw its Demand before Assore makes an offer in accordance with section 164(11) of the Companies Act or if Assore fails to make such an offer. If a Dissenting Shareholder voluntarily withdraws its Demand, it will cease to be a Dissenting Shareholder and will become a Scheme Participant whose Shares will be repurchased by Assore, in accordance with paragraph 5.4 above, with retrospective effect from the Operative Date.
7. If Assore receives a Demand and such Demand is not withdrawn by the Dissenting Shareholder before the Operative Date, Assore shall, in accordance with section 164(11) of the Companies Act, within five Business Days of the Operative Date, make an offer to the Dissenting Shareholder to purchase such Shares.
8. Assore's offer made in accordance with section 164(11) of the Companies Act will, in accordance with the requirements of section 164(12)(b) of the Companies Act, lapse if it is not accepted by the Dissenting Shareholder within 30 Business Days after it was made.
9. A Dissenting Shareholder that, pursuant to the exercise of its Appraisal Rights, has sent a Demand to Assore has no further rights in respect of the Shares in respect of which it has made such Demand, other than to be paid the fair value of such Shares. Such Dissenting Shareholder will be excluded from the Scheme and will not receive the Scheme Consideration, unless:
10. 1. that Dissenting Shareholder withdraws that Demand before Assore makes an offer in accordance with section 164(11) of the Companies Act or allows any offer made by Assore to lapse;
    2. Assore fails to make an offer in accordance with section 164(11) of the Companies Act and that Dissenting Shareholder withdraws its Demand; or
    3. Assore revokes the Scheme Resolution by a subsequent Special Resolution,

in which case that Dissenting Shareholder's rights in respect of the relevant Shares shall, in terms of section 164(10) of the Companies Act, be reinstated without interruption.

5.8.10 If the Scheme becomes operative, any Dissenting Shareholder whose shareholder rights are reinstated as envisaged in paragraph 5.8.9 of this Circular:

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1. before 12:00 on the Scheme Consideration Record Date, shall be deemed to be a Scheme Participant and be eligible to participate in the Scheme and be subject to the ordinary terms and conditions of the Scheme; or
2. after 12:00 on the Scheme Consideration Record Date, shall be deemed to have been a Scheme Participant with retrospective effect from the Scheme Record Date, provided that settlement of the Scheme Consideration and transfer of that Dissenting Shareholder's Scheme Shares to Assore shall take place in accordance with paragraph 5.4.4.1 or paragraph 5.4.4.2 of this Circular, as the case may be,

and such Dissenting Shareholder, as a term of the Scheme, authorises Assore and/or the Transfer Secretaries in its place and stead, and for and on its behalf, to transfer its Scheme Shares to Assore against payment of the Scheme Consideration and to take all other action and steps necessary to give effect to the aforegoing.

1. A Dissenting Shareholder who accepts an offer made in terms of section 164(11) of the Companies Act will become an Excluded Dissenting Shareholder and will not participate in the Scheme. The Excluded Dissenting Shareholder must thereafter, if it: (i) holds Certificated Shares, tender the Documents of Title in respect of such Certificated Shares to Assore or the Transfer Secretaries; or (ii) holds Dematerialised Shares, instruct its CSDP or Broker to transfer those Shares to Assore or the Transfer Secretaries. Assore must pay that Excluded Dissenting Shareholder the offered amount within 10 Business Days after the Excluded Dissenting Shareholder has accepted the offer and tendered the Documents of Title or directed the transfer to Assore of the Dematerialised Shares, as the case may be.
2. A Dissenting Shareholder who considers the offer made by Assore in accordance with section 164(11) of the Companies Act to be inadequate, may, in accordance with section 164(14) of the Companies Act, apply to a Court to determine a fair value in respect of the Shares that were the subject of the Demand, and an order requiring Assore to pay the Dissenting Shareholder the fair value so determined. The Court will, in accordance with section 164(15)(v) of the Companies Act, be required to make an order relating to:
3. 1. the Dissenting Shareholders, to either withdraw their respective demands or to tender their Shares as contemplated in paragraph 5.8.13; or
   2. Assore, to pay the fair value in respect of the Shares (as determined by the Court) to each Dissenting Shareholder who tenders its Shares, subject to any conditions the Court considers necessary to ensure that Assore fulfils its obligations under section 164 of the Companies Act.
4. If, pursuant to the order of the Court, any Dissenting Shareholder withdraws its Demand, the Dissenting Shareholder will cease to be a Dissenting Shareholder and will become a Scheme Participant whose Shares will be repurchased by Assore, in accordance with paragraph 5.4 above, with retrospective effect from the Operative Date.
5. If, pursuant to the order of the Court, a Dissenting Shareholder tenders its Shares to Assore, such Dissenting Shareholder will become an Excluded Dissenting Shareholder and will not participate in the Scheme.
6. Shareholders should have regard to the fact that, in appropriate circumstances as detailed in section 164 of the Companies Act, the Court is empowered to grant a costs order in favour of, or against, a Dissenting Shareholder, as may be applicable.
7. Shareholders wishing to exercise their Appraisal Rights are strongly advised to take professional advice in connection with such decision.
8. A copy of section 164 of the Companies Act, which sets out the Appraisal Rights, is included in Annexure 8 to this Circular.

5.9 Termination Events

The Scheme will terminate and the Scheme Resolution will be treated as a nullity with immediate effect upon the Board's determination that any or all of the Scheme Conditions Precedent have not been fulfilled (or waived, to the extent possible) on or before the relevant date for fulfilment (or waiver, to the extent possible).

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1. Tax consequences for Scheme Participants
   The tax implications of the Scheme will depend on the individual tax circumstances of each Scheme Participant and the tax jurisdictions applicable to such Scheme Participant. It is recommended that Scheme Participants seek advice from appropriate professional advisors if they are in any doubt whatsoever about their tax position.

6. TERMS AND CONDITIONS OF THE GENERAL OFFER

1. Terms of the General Offer
2. 1. If the Scheme fails, Assore will implement a General Offer, in terms of sections 48 and 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings Requirements, to the Eligible Shareholders, whereby each Eligible Shareholder will be entitled to elect whether or not to dispose of all of their General Offer Shares to Assore for the General Offer Consideration.
   2. For the avoidance of doubt, implementation of the General Offer will be conditional on, inter alia, the Scheme not becoming operative. In the event that the Scheme does become operative, the General Offer will lapse and be of no force and effect.
   3. If the Scheme does not become operative, and the General Offer becomes wholly unconditional and is implemented, then the Delisting will be implemented in terms of paragraph 1.14 of the Listings Requirements and each General Offer Participant will receive the General Offer Consideration in exchange for the General Offer Shares Tendered and disposed of to Assore.
   4. The effect of the General Offer will be that, with effect from the General Offer Payment Date, Assore will acquire and own all the General Offer Shares Tendered and previously held by the General Offer Participants. The repurchase of the General Offer Shares by Assore, following the implementation of the General Offer, will be subject to the acceptances of the General Offer and the provisions of section 124(1) of the Companies Act as set out in paragraph 6.8 of this Circular. In the event that the General Offer is implemented and accepted by Eligible Shareholders holding at least 90% of the General Offer Shares, Assore may, at its election, invoke the provisions of section 124(1) of the Companies Act, to compulsorily acquire all of the General Offer Shares not already tendered by the Eligible Shareholders.
   5. If the Scheme does not become operative and the General Offer becomes wholly unconditional and is implemented, and Assore elects not to invoke the provisions of section 124(1) of the Companies Act, Eligible Shareholders who have not accepted the General Offer will remain Shareholders in Assore.
   6. Shareholders should note that, in terms of paragraph 6.5.2.1, Assore can waive the 90% acceptance condition for the General Offer (as contained in paragraph 6.5.1.4). Should the other General Offer Conditions be fulfilled (which includes the Delisting Resolution being adopted) and the General Offer be implemented, Assore will repurchase all Shares Tendered by Eligible Shareholders regardless of whether the 90% acceptance threshold is reached. In such circumstances, all Eligible Shareholders who do not Tender their Shares in terms of the General Offer will remain Shareholders of Assore and will continue to hold their Shares in an unlisted environment following Assore's Delisting. Furthermore, even if the 90% acceptance condition is fulfilled and the General Offer is implemented pursuant to the Delisting Resolution being adopted, Assore may elect not to invoke the provisions of section 124(1) of the Companies Act, in which event Eligible Shareholders who have not accepted the General Offer will remain Shareholders in Assore following its Delisting.
3. The General Offer in terms of section 48 of the Companies Act and paragraphs 5.67 and 5.69 of the Listings Requirements
4. 1. The General Offer is considered to be a repurchase by Assore of its own Shares in terms of section 48 of the Companies Act ("Repurchase").
   2. The General Offer is also considered to be a specific repurchase by Assore from the General Offer Participants in terms of the Listings Requirements ("Specific Repurchase").

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1. 1. Assore is permitted to implement the General Offer in terms of its MOI.
2. The General Offer Consideration
3. 1. If the Scheme does not become operative and the General Offer becomes wholly unconditional, Assore will acquire all of the General Offer Shares Tendered by the General Offer Participants for the General Offer Consideration.
   2. The General Offer Consideration shall be settled in full, in accordance with the terms of the General Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which Assore, may otherwise be, or claim to be, entitled against a General Offer Participant.
   3. For details regarding the settlement of the General Offer Consideration, Eligible Shareholders are referred to paragraph 6.7 of this Circular for more information.
4. The General Offer Period
5. 1. The General Offer is irrevocable and will be open for acceptance from 11:00 on the General Offer Opening Date, and will, in the event that the Scheme does not become operative but subject to it becoming unconditional, close at 12:00 on the General Offer Closing Date, in accordance with Takeover Regulations 102(4) and 105(5)(b).
   2. Accordingly, the General Offer will remain open for acceptance by those Eligible Shareholders that are recorded in the Register at any time during the General Offer Period, subject to the Scheme not becoming operative. In the event that the Scheme becomes operative the General Offer will lapse.
   3. In accordance with Takeover Regulation 103(1)(b)(i), Assore may, in its absolute and sole discretion, extend the General Offer Period. Shareholders will be notified of any such extension on SENS and in the South African press.
6. The General Offer Conditions
7. 1. Implementation of the General Offer is subject to the fulfilment or waiver, as the case may be, of the following conditions ("General Offer Conditions") by no later than Thursday,7 May 2020:
   2. 1. the Scheme does not become operative;
      2. all necessary Shareholder approvals and/or resolutions as may be necessary to give effect to the General Offer have been obtained, including, but not limited to the Repurchase Resolution and the Specific Repurchase Resolution;
      3. the Delisting Resolution is adopted by the requisite majority of Eligible Shareholders at the General Meeting as contemplated in paragraphs 1.15(a) and 1.16 of the Listings Requirements;
      4. Eligible Shareholders accept the General Offer in respect of so many General Offer Shares as will result in Assore reacquiring more than 90% of the General Offer Shares, such that Assore can rely on the provisions of section 124 of the Companies Act;
      5. the receipt of all approvals, consents or waivers from those South African regulatory authorities as may be necessary for Assore to implement the General Offer and Delisting, including the TRP (by means of issue of a compliance certificate in terms of section 121(b)(i) of the Companies Act) on an unconditional basis or, to the extent that any such regulatory approvals, consents or waivers are obtained subject to any condition or qualification, Assore (to the extent that it is adversely affected by the condition or qualification) confirms in writing that the condition or qualification is acceptable to it, which confirmation shall not be unreasonably withheld or delayed; and
      6. to the extent that Appraisal Rights are found to apply to the General Offer, and Shareholders exercise such Appraisal Rights, either: (i) Shareholders give notice objecting to the Repurchase Resolution as contemplated in section 164(3) of

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the Companies Act and vote against the Repurchase Resolution at the relevant meeting in respect of less than or equal to 5% of all of the General Offer Shares; or (ii) if Shareholders give notice objecting to the Repurchase Resolution and vote against the Repurchase Resolution at the meeting in respect of more than 5% of all of the General Offer Shares, then, within the time period permitted in terms of the Companies Act, such Shareholders have exercised Appraisal Rights, by giving valid demands in terms of sections 164(5) to 164(8) of the Companies Act, in respect of less than or equal to 5% of all the General Offer Shares, or not at all.

1. Waiver and extension of General Offer Conditions
2. 1. The General Offer Conditions set out in paragraphs 6.5.1.3, 6.5.1.4 and 6.5.1.6 are capable of waiver by Assore, and the time and/or date for fulfilment or waiver of such General Offer Conditions may be extended by Assore as may be agreed between Assore and the TRP.
   2. The General Offer Conditions set out in paragraphs 6.5.1.1, 6.5.1.2 and 6.5.1.5 are not capable of waiver but the time and/or date for fulfilment of these General Offer Conditions may be extended by Assore as may be agreed between Assore and the TRP.
   3. An announcement will be released on SENS as soon as practicable after all the General Offer Conditions have been fulfilled or waived, if the General Offer Conditions are not fulfilled or waived timeously, or if the time and/or date for fulfilment or waiver of the General Offer Conditions is extended.

6.6 Procedure for acceptance of the General Offer

1. Subject to the Scheme not becoming operative, if an Eligible Shareholder does not wish to accept the General Offer in respect of any of the General Offer Shares held by them they do not need to take any further action and will continue to hold their General Offer Shares and will be deemed to be a Non-accepting Shareholder. Non-accepting Shareholders are advised that in the event that the General Offer is implemented, Assore may invoke the provisions of section 124(1) of the Companies Act.
2. For the avoidance of doubt, Eligible Shareholders will be entitled to accept the General Offer from 11:00 on the General Offer Opening Date however, any General Offer Shares Tendered will not be acquired by Assore until such time as the General Offer is implemented (which itself is conditional on the Scheme not becoming operative and the General Offer becoming wholly unconditional).
3. Dematerialised Shareholders
4. 1. Eligible Shareholders who hold Dematerialised Shares and who wish to accept the General Offer in respect of all of their General Offer Shares are required to accept the General Offer in accordance with the instructions set out above on page 9 of this Circular.
   2. Once an Eligible Shareholder's acceptance of the General Offer in respect of any of its General Offer Shares has been communicated to the Transfer Secretaries, such acceptance of the General Offer will be final and irrevocable, and the Eligible Shareholder may not withdraw its acceptance of the General Offer unless expressly permitted by the Companies Regulations.
   3. If an Eligible Shareholder's acceptance is not communicated to the Transfer Secretaries through a Broker or CSDP by 12:00 on the General Offer Closing Date, such Eligible Shareholder who holds Dematerialised Shares will be deemed to have declined the General Offer and will continue to hold its General Offer Shares and remain a Shareholder, subject to the Scheme not becoming operative or section 124(1) of the Companies Act. Late acceptances of the General Offer may be accepted or rejected at Assore's sole discretion.
   4. Dematerialised Shareholders must NOT complete the Form of Acceptance and Transfer (pink).

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1. The attention of Dematerialised Shareholders is drawn to the fact that, if they accept the General Offer, they will not be entitled to rematerialise and/or trade or otherwise deal in their General Offer Shares that have been Tendered between the date of acceptance and the General Offer Payment Date, or if the General Offer is not implemented, between the date of acceptance and the date on which the General Offer lapses. Dematerialised Shareholders will, however, be entitled to sell such General Offer Shares Tendered to Assore in terms of the Scheme and to receive the Scheme Consideration in respect of such General Offer Shares Tendered in the event that the Scheme becomes operative.

6.6.4 Certificated Shareholders

1. Eligible Shareholders who hold Certificated Shares and who wish to accept the General Offer in respect of all of their General Offer Shares are required to accept the General Offer by completing the Form of Acceptance and Transfer (pink) and delivering it, together with the Documents of Title in respect of the General Offer Shares Tendered by them, in accordance with the instructions set out in the section titled "Action Required by Shareholders in respect of the General Offer" of this Circular, to the Transfer Secretaries by no later than 12:00 on the General Offer Closing Date.
2. Once a duly completed and signed Form of Acceptance and Transfer (pink) together with the Documents of Title in respect of the General Offer Shares Tendered is received by the Transfer Secretaries in respect of any of an Eligible Shareholder's General Offer Shares, such acceptance of the General Offer will be final and irrevocable and such Eligible Shareholder may not withdraw its acceptance of the General Offer unless expressly permitted by the Companies Regulations.
3. If the General Offer is not validly accepted by an Eligible Shareholder who holds Certificated Shares by 12:00 on the General Offer Closing Date, the General Offer will be deemed to have been declined by that Eligible Shareholder. Late acceptances may be accepted or rejected at Assore's sole discretion.
4. Eligible Shareholders holding Certificated Shares and who complete the Form of Surrender and Transfer (blue) and return it, together with the relevant Documents of Title, to the Transfer Secretaries in anticipation of the Scheme becoming operative, and who wish to accept the General Offer, will still be required to complete the Form of Acceptance and Transfer (pink), but will not be required to surrender their Documents of Title again.
5. Forms of Acceptance and Transfer (pink) and Documents of Title that are sent through the post are sent at the risk of the Certificated Shareholders concerned. Accordingly, Certificated Shareholders should take note of the postal delivery times so as to ensure that acceptances of the General Offer are received timeously. It is therefore recommended that duly completed Forms of Acceptance and Transfer (pink), and Documents of Title be sent by registered post, or delivered by hand to the Transfer Secretaries.
6. No receipt will be issued for Documents of Title surrendered unless specifically requested.
7. Documents of Title surrendered in acceptance of the General Offer will be held in trust by the Transfer Secretaries, at the risk of the relevant Certificated Shareholders, pending the General Offer being implemented.
8. If Documents of Title relating to any General Offer Shares Tendered are lost or destroyed, Assore may dispense with the surrender of such Documents of Title upon production of evidence satisfactory to Assore that the Documents of Title in respect of any of the General Offer Shares in question have been lost or destroyed and upon provision of a suitable indemnity on terms satisfactory to Assore. Accordingly, if the Documents of Title in respect of any of General Offer Shares Tendered by a Certificated Shareholder have been lost or destroyed, such Certificated Shareholder should nevertheless return the Form of Acceptance and Transfer (pink), duly signed and completed, to the Transfer Secretaries, together

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with a duly signed and completed indemnity form which is obtainable from the Transfer Secretaries.

6.7 Settlement of the General Offer Consideration

1. In the event that the General Offer becomes wholly unconditional and is implemented, General Offer Participants will be entitled to receive the General Offer Consideration in respect of the General Offer Shares Tendered by them in terms of the General Offer.
2. Settlement of the General Offer Consideration shall be subject to the Exchange Control Regulations, the salient provisions of which are set out in Annexure 5 to this Circular.
3. Settlement of the General Offer Consideration will be administered and effected by Assore or the Transfer Secretaries, on behalf of Assore.
4. Assore's obligation to make payment of the General Offer Consideration to the General Offer Participants will be fully and finally discharged upon Assore making payment of the General Offer Consideration to the Transfer Secretaries.
5. Dematerialised Shareholders
   If the General Offer becomes wholly unconditional and is implemented, General Offer Participants who hold Dematerialised Shares will have their accounts held at their Broker or CSDP debited with the relevant number of General Offer Shares Tendered and credited with the General Offer Consideration in respect of such General Offer Shares Tendered, within

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six Business Days of the later of the General Offer being declared wholly unconditional and acceptance of the General Offer.

1. 1. Certificated Shareholders
   2. 1. If the General Offer becomes wholly unconditional and is implemented, General Offer Participants who hold Certificated Shares and who deliver a duly completed Form of Acceptance and Transfer (pink) and surrender their Documents of Title to the Transfer Secretaries in accordance with the instructions set out in the section titled "Action Required by Shareholders in respect of the General Offer" of this Circular on or before 12:00 on the General Offer Closing Date, will have the General Offer Consideration in respect of such General Offer Shares Tendered:
      2. 1. posted to them by cheque, at their own risk, within six Business Days of the later of the General Offer being declared wholly unconditional and acceptance of the General Offer; or
         2. paid into the bank account nominated by them in Part C of the Form of Acceptance and Transfer (pink) within six Business Days of the later of the General Offer being declared wholly unconditional and acceptance of the General Offer, if they elect to receive the General Offer Consideration by way of EFT on the Form of Acceptance and Transfer (pink). If Part C on the Form of Acceptance and Transfer (pink) is left blank or partially completed, the General Offer Consideration will be withheld until the correct details are provided by the Certificated Shareholder.
      3. If any General Offer Consideration that is posted is returned undelivered for any reason whatsoever, Assore will hold that General Offer Consideration in trust until it is claimed by any person legally entitled to it, for a maximum period of five years, after which period such funds shall be paid over to the Guardians Fund of the Court. No interest will accrue or be paid on any General Offer Consideration so held in trust.
2. Compulsory acquisition in terms of section 124 of the Companies Act
3. 1. In the event that the General Offer is implemented and accepted by Eligible Shareholders holding at least 90% of the General Offer Shares, Assore may, at its election, invoke the provisions of section 124(1) of the Companies Act, to compulsorily acquire all of the General Offer Shares not already Tendered by the Eligible Shareholders.
   2. Should the requisite number of acceptances be obtained to allow the provisions of section 124(1) of the Companies Act to be invoked and if Assore does so invoke them, the prescribed notice will be sent to the Non-accepting Shareholders, as envisaged in section 124(1)(a) of the Companies Act, and will incorporate a Form of Acceptance and Transfer (pink).
   3. The provisions of section 124 of the Companies Act are set out in Annexure 7 to this Circular.
4. Tax consequences for General Offer Participants
   The tax implications of the General Offer will depend on the individual tax circumstances of each General Offer Participant and the tax jurisdictions applicable to such General Offer Participant. It is recommended that General Offer Participants seek advice from appropriate professional advisors if they are in any doubt whatsoever about their tax position.
5. General
   Within one Business Day of the fulfilment or waiver (to the extent permitted) of all of the General Offer Conditions, Assore shall publish an announcement on SENS to such effect. Upon publication of the aforementioned SENS announcement, all of the General Offer Conditions shall be deemed to have been fulfilled or waived (to the extent permitted) notwithstanding that Assore may subsequently discover that any General Offer Condition may not have been fulfilled or waived (as applicable).

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1. 1. Appraisal Rights
   2. 1. Shareholders are referred to paragraph VIII of the section titled "Action Required by Shareholders in respect of the General Offer" commencing on page 9 of this Circular regarding the TRP's view in respect of the General Offer constituting a scheme of arrangement.
      2. To the extent applicable, the provisions of paragraph 5.8 (and any related provisions of the Notice) apply mutatis mutandis to General Offer Participants in respect of Special Resolution number 2 as contained in the Notice. Shareholders are also referred to Annexure 8 to this Circular, which contains an extract of the provisions of section 164 of the Companies Act.
2. TERMINATION EVENTS
3. 1. The Scheme and/or General Offer (as applicable) will terminate and, as regard the Scheme, the Scheme Resolution will be treated as a nullity, with immediate effect, upon the Board's determination that any or all of the Scheme Conditions Precedent or General Offer Conditions, as the case may be, have not been fulfilled (or waived, to the extent possible) on or before the relevant date/s for fulfilment (or waiver, to the extent possible).
   2. In the event that the Scheme does not become unconditional or is otherwise not implemented for whatsoever reason, the Shares held by the Dissenting Shareholders will not be purchased by Assore in terms of section 164 of the Companies Act.
4. AUTHORITY TO IMPLEMENT THE SCHEME, GENERAL OFFER AND DELISTING
   At the General Meeting, the following Resolutions regarding approvals required to implement the Scheme, the Repurchase, the Specific Repurchase and the Delisting will be proposed to Eligible Shareholders:
5. 1. as a Special Resolution:
   2. 1. the approval of the Scheme Resolution in accordance with sections 48(8)(a), 48(8)(b), 114(1)(e) and 115(2)(a) of the Companies Act; and
      2. the approval of the Repurchase of Shares, in terms of section 48(8) of the Companies Act; and
      3. the approval of the Specific Repurchase of Shares, in terms of paragraph 5.69 of the Listings Requirements; and
   3. as an Ordinary Resolution, the Delisting of all the Shares on the Main Board of the JSE in accordance with paragraphs 1.15 and 1.16 of the Listings Requirements.
6. AGREEMENTS IN RELATION TO THE OFFER AND THE REMAINING SHAREHOLDERS
7. 1. The Remaining Shareholders have agreed not to participate in the Offer and thereby not receive the Offer Consideration.
   2. With the exception of the arrangement noted in paragraphs 9.1 and 9.3, no agreements or understandings which have any connection with or dependence on the Offer exist between Assore or any person acting in concert with it or any Directors or any person who was an Assore director within the period commencing 12 months prior to the date on which details of the Offer were published in the press, or any person which is or was a Shareholder within the abovementioned period as at the Last Practicable Date.
   3. Assore and the Remaining Shareholders are considered to be concert parties in relation to the Offer in terms of regulation 84 of the Takeover Regulations and have therefore made declarations in the required form to Assore and the TRP, as applicable, as required by regulation 84(5) of the Takeover Regulations. The Remaining Shareholders will, accordingly, abstain from voting on the Resolutions (other than the Specific Repurchase Resolution) at the General Meeting.
   4. Other than as set out in this Circular, no other written agreements exist between Assore and any Shareholders which could be considered material to a decision regarding the Offer to be taken by Shareholders.

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10. OPINIONS AND RECOMMENDATIONS

1. Appointment of the Independent Expert
   The Independent Board has appointed the Independent Expert, an independent advisor acceptable to the TRP, to provide a fair and reasonable opinion regarding the Scheme and the General Offer, and to make appropriate recommendations to the Independent Board and the Board in the form of a report contemplated in section 114(3) of the Companies Act and as contemplated in regulation 90 of the Takeover Regulations. Similarly, in accordance with paragraph 1.15(d) and schedule 5 of the Listings Requirements, the Independent Board appointed the Independent Expert for the purposes of providing external advice in regard to the fairness of the General Offer Consideration in so far as same relates to the Delisting, in the event that the Scheme does not become operative but the General Offer is implemented. The Independent Expert's report on the Scheme and the General Offer is set out in Annexure 1 to this Circular.
2. Report of the Independent Expert
3. 1. The Independent Expert has, as contemplated in regulation 110(3) of the Takeover Regulations, performed a valuation of the Shares.
   2. The report of the Independent Expert also includes the items required by section 114(3) of the Companies Act.
   3. Taking into consideration the terms and conditions of the Scheme and the General Offer, the Independent Expert is of the opinion that such terms and conditions are fair and reasonable to Scheme Participants and General Offer Participants, as the case may be. Shareholders are referred to Annexure 1 to this Circular which sets out the full text of the report of the Independent Expert.
4. Views of the Independent Board
5. 1. The Independent Board, after due consideration of the report of the Independent Expert, and in accordance with its responsibilities in terms of regulation 110 of the Takeover Regulations, has formed a view of the range of the fair value of the Shares, which is within the valuation range contained in the Independent Expert's opinion. The Independent Board is not aware of factors that are difficult to quantify, or are unquantifiable, to take into account in forming its opinion.
   2. The Independent Board has not received any other offers during the Offer Period or within six months before the Offer Period. The Offer Consideration is within the Independent Expert's valuation range for the fair value per Share.
   3. The Independent Board, taking into account the report of the Independent Expert, has considered the terms and conditions thereof, and is unanimously of the opinion that the terms and conditions of the Scheme and the General Offer are fair and reasonable to Shareholders and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolutions.
6. Views of the Board
7. 1. Shareholders should take note that the Board, taking into account the report of the Independent Expert, has considered the terms and conditions thereof, and is unanimously of the opinion that the terms and conditions of the Scheme and the General Offer are fair and reasonable to Eligible Shareholders and unanimously recommends that Eligible Shareholders vote in favour of the Resolutions.
   2. In terms of paragraph 1.15(d) of the Listings Requirements the Board taking into account the report of the Independent Expert, insofar as it relates to the Delisting, has considered the terms and conditions thereof, and is unanimously of the opinion that the terms and conditions of the General Offer are fair to the Eligible Shareholders and recommends that Eligible Shareholders vote in favour of the Delisting Resolution and accept the General Offer.

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1. 1. Voting of the Board
      Directors who are Shareholders that are not Excluded Shareholders intend to vote all of the Shares that they own or control in favour of the Resolutions at the General Meeting or accept the General Offer in respect of all such Shares, whichever is applicable.
2. ADEQUACY OF CAPITAL
3. 1. Assore will use its existing cash resources to fund the Offer Consideration.
   2. The Board has considered the impact of the Scheme and the General Offer and is of the opinion that:
   3. 1. the relevant provisions of sections 4, 46 and 48 of the Companies Act in relation to the Offer have been complied with or will be complied with;
      2. the Group will be able, in the ordinary course of business, to pay its debts for a period of 12 months from the date of approval of this Circular;
      3. the assets of the Group will be in excess of its liabilities for a period of 12 months from the date of approval of this Circular, where for this purpose, the assets and liabilities are recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements of the Group;
      4. the share capital and reserves of the Group will be adequate for ordinary business purposes for a period of 12 months from the date of approval of this Circular; and
      5. the working capital of the Group will be adequate for ordinary business purposes for a period of 12 months from the date of approval of this Circular.
   4. Furthermore, the Board states as follows:
   5. 1. in terms of section 46(1)(a)(ii) of the Companies Act and paragraph 5.69(d) of the JSE Listings Requirements, the Board has, by resolution, authorised the Offer;
      2. in terms of section 46(1)(b) of the Companies Act, it reasonably appears that Assore and the Group will satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act ("Solvency and Liquidity Test") immediately after completing the Offer; and
      3. in terms of section 46(1)(c) of the Companies Act and paragraph 5.69 of the JSE Listings Requirements, the Board has, by resolution, acknowledged that it has applied the Solvency and Liquidity Test, and reasonably concluded that Assore will satisfy the Solvency and Liquidity Test immediately after completing the Offer and that, since the Solvency and Liquidity Test was performed by the Board on 6 March 2020, there have been no material changes to the financial position of Assore and the Group, including since the end of the six-month period ended 31 December 2019 and the Last Practicable Date.
4. GUARANTEE
5. 1. The maximum aggregate number of Scheme Shares to be repurchased for the Scheme Consideration will be 24 264 705 Scheme Shares and accordingly the maximum aggregate Scheme Consideration payable by Assore will be R7 764 705 600.
   2. The maximum aggregate number of General Offer Shares to be acquired in terms of the General Offer will be 24 264 705 General Offer Shares and accordingly the maximum aggregate General Offer Consideration payable by Assore will be R7 764 705 600.

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1. 1. The funds to settle the Scheme Consideration or the General Offer Consideration, as applicable, are available from Assore's existing cash resources, and Assore has procured from The Standard Bank of South Africa Limited and has delivered to the TRP, an irrevocable, unconditional bank guarantee (in conformity with regulations 111(4) and 111(5) of the Takeover Regulations) in respect of the maximum possible Scheme Consideration or General Offer Consideration, whichever is applicable.
   2. Assore confirms, in accordance with regulation 106(6)(c) of the Takeover Regulations, that the Offer Consideration has not been financed by debt, but from available internal cash resources.
2. DEALINGS IN SHARES BY REMAINING SHAREHOLDERS
   Neither Assore, nor the Remaining Shareholders dealt in Shares in the period beginning six months before the date of the Firm Intention Announcement.
3. INFORMATION RELATING TO ASSORE
4. 1. Major Shareholders
      As at the Last Practicable Date, insofar as is known to Assore, only the below Shareholders were, directly or indirectly, beneficially interested in 5% or more of the Shares:

1 Based on 139 607 000 Shares in issue as at the Last Practicable Date.

14.2 Share Capital

The authorised and issued stated capital of Assore as at the Last Practicable Date is set out below:

Following implementation of the Offer, the authorised and issued stated capital of Assore will be as follows*:

*Assumes Assore exercises its rights in terms of section 124 of the Companies Act, to the extent that the General Offer becomes unconditional and is implemented.

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15. INFORMATION ON DIRECTORS

15.1 Interests of Directors in Shares

The direct and indirect beneficial interests of the Directors, and their associates (as defined in the Listings Requirements), in Shares, including Directors who have resigned over the last 18 months as at the Last Practicable Date are set out in the table below:

There have been no changes to the Directors', and their associates, interest disclosures as set out above since the last financial year-end, being 30 June 2019, and the Last Practicable Date.

1. Directors' dealings in Shares
   No Directors dealt in Shares in the period beginning six months before the date of the Firm Intention Announcement.
2. Directors' interests in the Offer
   Desmond Sacco and Patrick Sacco are Remaining Shareholders and, as such, will not be participating in the Offer. Save for his direct and/or indirect participation in the Offer as a Shareholder, Bastiaan van Aswegen does not have any direct or indirect beneficial interest in the Offer.
3. Directors' remuneration
   The composition of the Board will be considered and may be reconstituted in light of the governance requirements for an unlisted company in accordance with the Companies Act requirements following the Delisting. The Directors' remuneration and benefits are set out in the consolidated audited historical financial statements of Assore for the financial year ended 30 June 2019, which is available on Assore's website (www.assore.com). There will be no change to the remuneration of the Directors as a result of the Offer.
4. Service agreements
   There are no service contracts with Directors entered into or amended within six months before the date of the Firm Intention Announcement, and there will be no amendment to the service contracts with Directors as a result of the Offer. Service contracts with Directors are available for inspection in accordance with paragraph 26 below.

16. IRREVOCABLE UNDERTAKINGS

As at the Last Practicable Date, the following Eligible Shareholders have provided irrevocable undertakings to vote the stated number of Shares, which are either held as principal or on behalf of clients, in favour of the Resolutions in respect of which they are entitled to vote (including the Scheme Resolution, the Repurchase Resolution and the Delisting Resolution) or such additional number of Shares as they may hold at the time of the General Meeting (together, the "Relevant Shares"). These Eligible Shareholders have furthermore irrevocably undertaken to accept the General Offer in respect of all of the Relevant Shares.

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Notes:

1. The percentage of Shares is calculated based on 139 607 000 shares in issue, as at the Last Practicable Date.
2. The aforementioned Eligible Shareholders have provided irrevocable undertakings equal to 53.91% of all Shares eligible to vote on the Scheme Resolution, the Repurchase Resolution and the Delisting Resolution.
3. Details of the aforementioned Eligible Shareholders' dealings in Shares for the six month period prior to the Last Practicable Date are set out in Annexure 9.

These irrevocable undertakings are available for inspection as stated in paragraph 26 below.

17. FINANCIAL INFORMATION

1. The extracts of the consolidated audited historical financial statements of Assore for the years ended 30 June 2017, 30 June 2018 and 30 June 2019 are included in Annexure 2 to this Circular.
2. Full copies of the last three years' audited historical financial statements will: (i) be made available to Shareholders, on request; and (ii) is accessible on Assore's website (www.assore.com), as follows:
3. 1. for the year ended 30 June 2017 -https://www.assore.com/wp-content/uploads/2017/10/ Assore-afs-lores.pdf;
   2. for the year ended 30 June 2018 -https://www.assore.com/wp-content/uploads/2017/10/ Assore-financial-statements-2018-FINAL.pdf;and
   3. for the year ended 30 June 2019 -https://www.assore.com/wp-content/uploads/2020/01/ FY-19-Annual-Financial-Statements.pdf,

and (iii) are available for inspection, at the registered office of Assore, in accordance with the provisions of paragraph 26 below.

1. 1. The unaudited condensed consolidated interim results of Assore for the six months ended 31 December 2019 are included in Annexure 3 to this Circular.
   2. In terms of regulation 106(6)(d) of the Takeover Regulations, since the Offer Consideration is a cash offer and not an offer for shares, no pro forma financial effects are required.
   3. The Offer will result in a decrease of cash resources of Assore with a corresponding decrease in stated capital.
2. FOREIGN SHAREHOLDERS AND EXCHANGE CONTROL REGULATIONS
   Annexure 5 to this Circular contains a summary of the Exchange Control Regulations as they apply to Offer Participants. Offer Participants who are Foreign Shareholders must satisfy themselves as to the full observance of the laws of any relevant jurisdiction concerning the receipt of the Offer Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, Offer Participants should consult their professional advisors immediately.
3. RESTRICTED JURISDICTIONS
   To the extent that the release, publication or distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of such jurisdiction, then this Circular is deemed to have been provided for information purposes only and the Board accepts no responsibility for any failure by Foreign Shareholders to inform themselves about, and to observe, any applicable legal requirements in any such relevant foreign jurisdiction.
   Shareholders who are in doubt as to their position should consult their professional advisors immediately.

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1. NOTICE OF GENERAL MEETING
   The General Meeting will be held at Assore's registered office, 15 Fricker Road, Illovo Boulevard, Johannesburg, South Africa, 2196 at 11:00 on Thursday, 16 April 2020 (or any other adjourned or postponed date and time in accordance with the provisions of section 64 of the Companies Act and the MOI, as read with the Listings Requirements), to consider and, if deemed fit, approve, with or without modification, the Resolutions.
   The Notice of General Meeting is attached to and forms part of this Circular.
2. MATERIAL CHANGES
   There have been no material changes in the financial or trading position of Assore and the Group since the end of the six month period ended 31 December 2019 and the Last Practicable Date.
3. SUSPENSION AND TERMINATION OF THE ASSORE LISTING
   Subject to the Scheme becoming unconditional and being implemented or the Delisting Resolution being passed, and the General Offer being implemented in the event that the Scheme does not become operative, the Delisting is currently envisaged to take place with effect from Tuesday, 26 May 2020, subject to the events set out in the section titled "Salient Dates and Times" of this Circular.
4. ADVISORS' CONSENTS
   All the parties listed in the section titled "Corporate information and Advisors" have consented in writing to act in the capacities stated and to their names being stated in this Circular and, in the case of the Independent Expert, to the inclusion of their reports in the form and context in which they have been reproduced in this Circular, and have not withdrawn their consents prior to publication of this Circular.
5. ASSORE RESPONSIBILITY STATEMENTS
   The Independent Board and the Board, individually and collectively, accept full responsibility for the accuracy of the information contained in this Circular which relates to the Scheme and the General Offer as well as the extracts of information relating to Assore and certifies that, to the best of their knowledge and belief, such information is true and this Circular does not omit any facts that would make any of the information false or misleading or would be likely to affect the importance of any information contained in this Circular. The Independent Board and the Board has made all reasonable enquiries to ascertain that no facts have been omitted and this Circular contains all information required by law, the Companies Act and the Listings Requirements.
6. COSTS1
   It is estimated that the total expenses relating to the Offer will amount to approximately R52 979 million (costs are exclusive of value added tax) and includes the following:

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Notes:

1. Costs pertaining to the Offer shall be borne by Assore.
2. The "Trustee and Director Meeting Fees" include ad hoc meeting fees payable to: (i) the trustees of each of the Assore Employee Trust, the Boleng Trust and the Fricker Road Trust; and (ii) the directors of each of the BEE Shareholders (being MS 350, MS 460 and MS 904), in connection with their attendance at meetings to, amongst others, consider and approve the Scheme, the General Offer and the Delisting.

26. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the registered office of Assore, from Monday, 16 March 2020 up to and including the end of the Offer Period, being Friday, 22 May 2020:

26.1 Assore's MOI;

26.2 the memorandums of incorporation/constitutional documents of Assore's major subsidiaries being:

1. the signed opinion of the Independent Expert;
2. the consolidated audited historical financial statements of Assore for the financial years ended 30 June 2017, 30 June 2018 and 30 June 2019;
3. the unaudited condensed consolidated interim results of Assore for the six months ended 31 December 2019;
4. the consents referred to in paragraph 23;
5. copies of the irrevocable undertakings referred to in paragraph 16 of this Circular;
6. service agreements with the Directors; and
7. a signed copy of this Circular.

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ANNEXURE 1

OPINION OF THE INDEPENDENT EXPERT

Private and confidential The Independent Board Assore Limited

Assore House

15 Fricker Road

Illovo Boulevard

Johannesburg

09 March 2020

Dear Sirs/Mesdames

REPORT OF THE INDEPENDENT PROFESSIONAL EXPERT TO ASSORE LIMITED REGARDING THE PROPOSED ACQUISITION OF 17.39% OF THE ISSUED ORDINARY SHARE CAPITAL IN ASSORE BY WAY OF A SCHEME OF ARRANGEMENT AND GENERAL OFFER (IF APPLICABLE)

1. INTRODUCTION

In terms of the firm intention announcement published by Assore Limited ("Assore" or the "Company") on the Stock Exchange News Service ("SENS") of the exchange operated by the JSE Limited ("JSE") on Monday, 9 March 2020, holders of ordinary shares with a par value of R0.005 each in the issued share capital of Assore ("Shares"), ("Shareholders") were advised of the firm intention by the Company to make an offer to acquire a maximum of 17.39% of the issued shares in the Company (the "Offer").

The Offer will be implemented by way of:

• an offer to all "Eligible Shareholders", being all Assore shareholders ("Shareholders") other than Oresteel Investments Proprietary Limited ("Oresteel"), each of Main Street 350 Proprietary Limited ("MS 350" or "Assore's BEE Structure"), Main Street 460 Proprietary Limited ("MS 460") and Main Street 904 (RF) Proprietary Limited ("MS 904") (the "BEE Shareholders") and members of the Sacco Family and persons/holdings related to, associated with or controlled by the Sacco Family who are Shareholders (the "Other Remaining Shareholders") (together the "Remaining Shareholders"), to acquire all of the Shares other than those Shares held by the Remaining Shareholders (together, "Scheme Shares") from holders of Scheme Shares ("Scheme Participants") for a cash consideration of R320 per Scheme Share ("Scheme Consideration"), in accordance with the provisions of sections 48 and 114(1)(e) of the Companies Act, No. 71 of 2008, as amended ("Companies Act") and paragraph 1.17(b) of the Listings Requirements of the JSE ("Listings Requirements"), by way of a scheme of arrangement ("Scheme"); and
• separate to the Scheme, but concurrently with it, a conditional general offer ("General Offer") by Assore to Eligible Shareholders ("General Offer Participants"), to acquire all of the Shares other than those Shares held by the Remaining Shareholders ("General Offer Shares") for a cash consideration of R320 per General Offer Share ("General Offer Consideration"), in accordance with the provisions of sections 48 and 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) and 5.69 of the Listings Requirements, such General Offer to be implemented only if the Scheme fails.

The Scheme and the General Offer are proposed concurrently on the basis that implementation of the General Offer will be conditional on, inter alia, the Scheme not becoming operative. In this regard, in the event that the Scheme becomes operative, the General Offer will lapse, alternatively, if the Scheme does not become operative and the General Offer becomes wholly unconditional, the General Offer will be implemented.

The listing of the Assore Shares on the main board of the securities exchange operated by the JSE will be terminated pursuant to the Scheme becoming operative and paragraph 1.17(b) of the Listings Requirements or, if the Scheme fails, pursuant to the General Offer being implemented and paragraph 1.15(c) of the Listings Requirements ("Delisting"). The Scheme, General Offer and Delisting are collectively referred to as the "Transaction".

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The authorised and issued share capital of Assore as at Friday, 6 March 2020, being the last practicable date prior to the finalisation of the circular to Assore Shareholders regarding the Transaction ("Circular") ("Last Practicable Date") is set out below:

1As at the Last Practicable Date, Oresteel Investments (Pty) Ltd held 73,190,000 Ordinary Shares, #MS 460 held 15,367,000 Ordinary Shares and #MS 904 held 16,464,450 Ordinary Shares

#Black economic empowerment partner

The material interests of the directors are set out in section 15 of the Circular and the effect of the Scheme on those interest and persons are set out in this section of the Circular.

Extracts of sections 115 and 164 of the Companies Act are set out in Annexure 6 and Annexure 8 respectively of the Circular and are incorporated herein by reference for purposes of section 114(3)(g) of the Companies Act.

1. FAIR AND REASONABLE OPINION REQUIRED IN RESPECT OF THE SCHEME
   The Scheme is an affected transaction as defined in section 117(1)(c) of the Companies Act. In terms of section 114(2) of the Companies Act, as read with Regulations 90 and 110 of the Companies Regulations, 2011 ("Companies Regulations"), the independent board of directors of Assore constituted in terms of the Companies Act ("Independent Board") is required to retain an independent expert to provide an independent expert report (in the form of a fair and reasonable opinion) in terms of section 114(3) of the Companies Act and Regulations 90 and 110 of the Companies Regulations (the "Fair and Reasonable Opinion").
   BDO Corporate Finance Proprietary Limited ("BDO Corporate Finance") has been appointed as the independent expert by the Independent Board to assess the Scheme and the Scheme Consideration as required in terms of section 114 of the Companies Act and Regulations 90 and 110 of the Companies Regulations. The Fair and Reasonable Opinion set out herein is provided to the Independent Board for the sole purpose of assisting the Independent Board in forming and expressing an opinion on the Scheme and Scheme Consideration for the benefit of Scheme Participants.
2. FAIRNESS OPINION REQUIRED IN TERMS OF THE LISTINGS REQUIREMENTS
   In terms of paragraph 1.15(d) of the Listings Requirements, the Board is required to obtain a fairness opinion from an independent professional expert confirming whether the General Offer is fair insofar as General Offer Participants are concerned (the "Fairness Opinion") and to advise General Offer Participants accordingly.
   BDO Corporate Finance has been appointed as the independent professional expert by the Independent Board to provide the Fairness Opinion in respect of the General Offer.
   The Fair and Reasonable Opinion and Fairness Opinion are together referred to as the "Independent Expert Report".

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1. RESPONSIBILITY
   Compliance with the Listings Requirements is the responsibility of the Board. Compliance with the Companies Act and the Companies Regulations is the responsibility of the Independent Board. Our responsibility is to report to the Board, Independent Board and Shareholders on whether the terms and conditions of the Scheme and the Scheme Consideration are fair and reasonable to Scheme Participants and whether the terms and conditions of the General Offer and the General Offer Consideration are fair to General Offer Participants.
2. DEFINITION OF THE TERMS "FAIR" AND "REASONABLE" APPLICABLE IN THE CONTEXT OF THE OFFER
   The "fairness" of a transaction is based on quantitative issues. A transaction will generally be considered to be fair to a company's shareholders if the benefits received, as a result of the transaction, are equal to or greater than the value given up.
   The Scheme will be considered fair if the Scheme Consideration is equal to or more than the fair value per Share and unfair if the Scheme Consideration is less than the fair value per Share.
   The General Offer will be considered fair if the General Offer Consideration is equal to or more than the fair value per Share and unfair if the General Offer Consideration is less than the fair value per Share.
   The assessment of reasonableness of a transaction is generally based on qualitative considerations surrounding an offer. Hence, even though the consideration to be paid in respect of an offer may be lower than the market value, the offer may be considered reasonable after considering other significant qualitative factors. The Scheme may be said to be reasonable if the Scheme Consideration is greater than the trading price of a Share as at the time of announcement of the Scheme, or at some other more appropriate identifiable time.
3. DETAILS AND SOURCES OF INFORMATION
   In arriving at our opinion we have relied upon the following principal sources of information:
4. • The terms and conditions of the Transaction, as set out in the Circular;
   • Audited annual financial statements of Assore for the years ended 30 June 2017, 2018 and 2019;
   • Mineral Resources and Reserves Report in respect of the mineral assets held wholly or partly by Assore as at 30 June 2019;
   • Unaudited results of Assore for the half-year ended 31 December 2019;
   • For each of Assore's wholly or partly held operations ("Assets"), we were provided with five year business plans in nominal terms, as well as life of mine ("LoM") models, ranging from seven years, up to a maximum of thirty years, prepared by management of Assore and their professional advisors;
   • Cash flow model in respect of the Assore's attributable interest in MS 350 and redeemable preference shares issued by MS 904;
   • Discussions with executive management of Assore and their professional advisors regarding the rationale for the Transaction;
   • Discussions with executive management of Assore or their professional advisors regarding the historical and forecast financial information of the Assets;
   • Discussions with executive management of Assore or their professional advisors on prevailing market, economic, legal and other conditions which may affect underlying value; and
   • Publicly available information relating to Assore that we deemed to be relevant, including company announcements and media articles.

The information above was secured from:

• Executive management of Assore or their professional advisors; and
• Third party sources, including information related to publicly available economic, market and other data which we considered applicable to, or potentially influencing Assore.

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1. PROCEDURES
   In arriving at our opinion we have undertaken the following procedures and taken into account the following factors:
2. • Reviewed the terms and conditions of the Transaction;
   • Reviewed the financial and other information related to Assore, as detailed above;
   • Reviewed and obtained an understanding from executive management of Assore or their professional advisors as to the forecasts of each Asset for the forecast financial periods commensurate to the Asset's LoM up to a maximum of 30 years. Considered the forecasts and the basis of the assumptions therein including the prospects of the Assets. This review included an assessment of the reasonableness of the outlook assumed based on discussions with management or their professional advisors and an assessment of the achievability thereof by considering historical information as well as macro- economic and sector-specific data;
   • Performed a sum of the parts ("SOTP") valuation of Assore as well as an Assore Share;
   • Assessed the long-term potential of Assore and the Assets;
   • Evaluated the relative risks associated with the Assets and the Mining sector;
   • Held discussions with the executive directors and management of Assore and/or their professional advisors as to the long-term strategy and the rationale for the Transaction and considered such other matters as we considered necessary, including assessing the prevailing economic and market conditions and trends in the Mining sector;
   • Reviewed certain publicly available information relating to Assore and the Mining sector that we deemed relevant, including company announcements and media articles; and
   • Performed such other studies and analyses as we considered appropriate and have taken into account our assessment of general economic, market and financial conditions and our experience in other transactions, as well as our experience in securities valuation and knowledge of the Mining sector generally.
3. ASSUMPTIONS
   We arrived at our opinion based on the following assumptions:
4. • That all agreements that are to be entered into in terms of the Transaction will be legally enforceable;
   • That the Transaction will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by representatives of Assore or their professional advisors; and
   • That reliance can be placed on the financial information of Assore.
5. APPROPRIATENESSAND REASONABLENESS OF UNDERLYING INFORMATIONANDASSUMPTIONS
   We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by:
6. • Determining the extent to which representations from management were confirmed by documentary evidence as well as our understanding of Assore and the Assets and the economic environment in which the Assore operates.
7. LIMITING CONDITIONS
   This opinion is provided in connection with and for the purposes of the Transaction. The opinion does not purport to cater for each individual Shareholder's perspective, but rather that of the general body of Shareholders.
   Individual Shareholders' decisions regarding the Transaction may be influenced by such Shareholders' particular circumstances and accordingly individual Shareholders should consult an independent adviser if in any doubt as to the merits or otherwise of the Transaction.

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We have relied upon and assumed the accuracy of the information provided to us in deriving our opinion. Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our opinion, whether in writing or obtained in discussion with management, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the annual financial statements, and other information provided to us, our engagement does not constitute an audit conducted in accordance with generally accepted auditing standards.

We have also assumed that the Transaction will have the legal consequences described in discussions with, and materials furnished to us by representatives and advisors of Assore and we express no opinion on such consequences.

Our opinion is based on current economic, regulatory and market as well as other conditions. Subsequent developments may affect the opinion, and we are under no obligation to update, review or re-affirm our opinion based on such developments.

1. INDEPENDENCE, COMPETENCE AND FEES
   We confirm that neither we nor any person related to us (as contemplated in the Companies Act) have a direct or indirect interest in Shares or the Transaction, nor have had within the immediately preceding two years, any relationship as contemplated in section 114(2)(b) of the Companies Act, and specifically declare, as required by Regulation 90(6)(i) and 90(3)(a) of the Companies Regulations, that we are independent in relation to the Transaction and will reasonably be perceived to be independent taking into account other existing relationships and appointments. We also confirm that we have the necessary competence to provide the Fair and Reasonable Opinion and meet the criteria set out in section 114(2)(a) of the Companies Act.
   We confirm that we do not, nor does any person related to us (as contemplated in the Listings Requirements), have any relationship with Assore or with any party involved in the Transaction as contemplated in paragraph 5.12 of schedule 5 of the Listings Requirements, and that we have not, nor has any person related to us, had such a relationship within the immediately preceding two years.
   Furthermore, we confirm that our professional fees of R1,100 000 (excluding VAT) are not contingent upon the success of the Transaction. Our fees are not payable in shares.
2. VALUATION APPROACH AND RESULTS
   BDO Corporate Finance performed a valuation of Assore based on SOTP valuation based on the fair value of each Asset to determine whether the Transaction is fair to Shareholders.
   The valuation the Assets took into account discounted cash flow ("DCF") analysis and analyses of comparable projects and companies (where appropriate). The DCF valuations take into account forecast cash flows from 1 January 2020 onwards.
   The valuation methodologies employed in respect of each Asset are detailed below (i.e. the 50% attributable interest in the Assets held by Assmang Proprietary Limited ("Assmang") and the other Assets held directly by Assore):

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The key external value driver to the DCF valuation of the Assets is the price assumption for commodities and products produced by the Assets. Key internal value drivers include discount rates, production rates and the estimated LoM, operating costs, royalties and capital expenditure requirements.

The key real commodity prices and exchange rate forecasts applied in the DCF valuations for the commodities produced by the Assets are detailed in the table below:

The following table summarises projected attributable production for the Assets (50% for Assmang Assets). The figures below include attributable actual production for the full years commencing 1 July

2016. The DCF analysis takes into account attributable cash flows from 1 January 2020:

Khumani and Beeshoek are open pit iron ore mines with a combined attributable reserves of ~470Mt expected to mine for ~22 years and ~7 years respectively. The mines have high quality iron ore with grades averaging ~63% which is sold locally but primarily exported.

Black Rock has total reserves of ~293Mt with a 28 year LoM and is expected to produce ~4.7Mtpa from the Nchwaning (~3.5Mtpa) and Gloria mines (~1.2Mtpa). The 28 year LoM has been informed by duration of the mining rights. The implied resources remaining after the 28 year LoM are ~366Mt (Nchwaning ~116Mt and Gloria ~249Mt) to which an average developer multiple of ZAR2.48/t has been applied.

Dwarsrivier has total reserves of ~59Mt with high quality chrome ore grades averaging ~36%. It has a 22 year LoM.

The risk of the Assets is expressed in the discount rate applied to the projected future cash flows. A real weighted average cost of capital ("WACC") of 8.4% (nominal WACC of 14.5%) was determined for Assore. The valuations were re-performed using base case assumptions and applying a range of discount rates based on different risk scenarios, including market risk, financing risk, mining risk and operational risk. The sensitivity analysis was performed by increasing and decreasing the base case

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discount rate by a maximum of 1.0%. The discount rate sensitivity analysis did not indicate a sufficient effect on the valuation of Assore to alter our opinion in respect of the Transaction.

1. VALUATION RESULTS
   In undertaking the valuation exercise above, we have determined a valuation range of R297 to R345 per Share, with a most likely value of R321 per Share. The Scheme Consideration and General Offer Consideration of R320 is within the suggested price per the ordinary share range calculation from our valuation and is consistent with our most likely value.
   The valuation range above is provided solely in respect of this opinion and should not be used for any other purposes.
2. REASONABLENESS OF THE OFFER CONSIDERATION
   The Scheme Consideration represents a premium of 51% to the volume weighted average price ("VWAP") of the Shares on the JSE of R211.97 for the 30 days up to the date immediately prior to the Firm Intention Announcement.
3. OPINION
   The Scheme Consideration represents a premium of 51% to the 30-day VWAP per Share on the JSE up to 06 March 2020 and within the suggested range calculated from our valuation. The rationale for the Transaction is set out in paragraph 4 of the Circular. We are not aware of any material adverse effects of the Transaction.
   BDO Corporate Finance has considered the proposed terms and conditions of the Offer in respect of the Scheme Consideration and General Offer Consideration.
   Based upon and subject to the conditions set out herein, BDO Corporate Finance is of the opinion that the terms and conditions of the Scheme and the Scheme Consideration, in respect of the Scheme, are fair and reasonable to Scheme Participants.
   For purposes of paragraph 1.15(d) of the Listings Requirements, BDO Corporate Finance confirms that it is of the opinion that the General Offer is fair insofar as the General Offer Participants are concerned.
   Our opinion is necessarily based upon the information available to us up to 06 March 2020, including in respect of the financial, market and other conditions and circumstances existing and disclosed to us at the date thereof. We have furthermore assumed that all conditions precedent, including any material regulatory and other approvals and consents required in connection with the Transaction have been fulfilled or obtained.
   Accordingly, it should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affirm.
4. CONSENT
   We hereby consent to the inclusion of this Independent Expert Report, in whole or in part, and references thereto in the Firm Intention Announcement (as defined in the Circular) and any other announcement or document pertaining to the Transaction, in the form and context in which they appear.
   Yours faithfully
   N Lazanakis Director
   BDO Corporate Finance Proprietary Limited 22 Wellington Road
   Parktown 2193

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ANNEXURE 2

EXTRACTS OFTHE CONSOLIDATED AUDITED HISTORICAL FINANCIAL STATEMENTS OF ASSORE FOR THE FINANCIAL YEARS ENDED 30 JUNE 2017, 30 JUNE 2018 AND 30 JUNE 2019

The report of historical financial information is the responsibility of the Directors of Assore. Full copies of the consolidated audited historical financial statements of Assore for the years ended 30 June 2017, 30 June

2018 and 30 June 2019:

1. will be made available to Shareholders, on request; (ii) are accessible on Assore's website (www.assore. com), as follows:
2. 1. for the year ended 30 June 2017 - https://www.assore.com/wp-content/uploads/2017/10/Assore-afs- lores.pdf;
   2. for the year ended 30 June 2018 - https://www.assore.com/wp-content/uploads/2017/10/Assore-financial-statements-2018-FINAL.pdf; and
   3. for the year ended 30 June 2019 - https://www.assore.com/wp-content/uploads/2020/01/FY-19-Annual-Financial-Statements.pdf,

and (iii) are available for inspection, at the registered office of Assore, in accordance with the provisions of paragraph 26 of the Circular.

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Consolidated income statement

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Consolidated statement of comprehensive income

55

Consolidated statement of financial position as at

• financial assets measured at fair value through other comprehensive income (2018 and 2017: available-for-sale

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Consolidated statement of changes in equity

57

Consolidated statement of cash flow

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ANNEXURE 3

UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS OF ASSORE FOR THE SIX MONTHS ENDED 31 DECEMBER 2019

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Highlights

Net cash of

R8,1 billion

1 62% nes grade, delivered in China

Executive directors: Desmond Sacco (Chairman), CE Walters (Chief Executive Officer), PE Sacco (Deputy Chief Executive Officer and Marketing Director), RA Davies (Chief Financial Officer), BH van Aswegen (Group Technical and Operations Director) Non-executivedirectors: EM Southey* (Deputy Chairman and Lead Independent Director), DN Aitken*,TN Mgoduso*,

S Mhlarhi*, WF Urmson* *Independent

Registered office: Assore House, 15 Fricker Road, Illovo Boulevard, Johannesburg, 2196

Company Secretary: African Mining and Trust Company Limited

Transfer office: Singular Systems Proprietary Limited, 25 Scott Street, Waverley, 2090

Sponsor: The Standard Bank of South Africa Limited, 30 Baker Street, Rosebank, Johannesburg, 2196

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Commentary

Safety

Assore operations

Dwarsrivier Chrome Mine Proprietary Limited (Dwarsrivier) reported a deterioration in its lost-time injury frequency rate (LTIFR) to 0,22 for the six months to 31 December 2019 (the current period, or H1 FY20) from 0,18 for the six months to 31 December 2018 (the previous period, or H1 FY19). However, Dwarsrivier was recognised for the best improved safety performance and best safety performance in its class at the South Africa Chrome Industry Awards Dinner held on 5 September 2019. Performance improvements within Assore's other operations resulted in an overall improvement in the combined LTIFR for Assore from 0,29 to 0,24 over the same period.

Assmang operations

The combined LTIFR of the Assmang Proprietary Limited (Assmang) operations, which is jointly controlled by Assore and African Rainbow Minerals Limited (ARM), deteriorated to a level of 0,24 for the current period, compared to 0,13 for the previous period.

The group remains committed to the pursuit of continued, sustainable improvement in our overall safety performance.

Group financial performance

Headline earnings for H1 FY20 decreased by 28% to R2,1 billion, compared to R2,9 billion for the H1 FY19. Assmang, in which Assore has a 50% interest, recorded headline earnings of R3,7 billion (H1 FY19: R4,3 billion), a decrease of 14%, on a 100% basis. This contributed R1,85 billion towards the group's headline earnings.

In accordance with International Financial Reporting Standards (IFRS), Assmang is classified as a joint venture and accordingly, its financial results are equity accounted. The rest of the group's operations reported headline earnings that were 68% lower than the previous period, at R0,2 billion, of which Dwarsrivier contributed a profit of R31 million (H1 FY19: profit R327 million), with commissions and interest earned making up most of the balance. Attributable earnings amounted to R2,1 billion, 29% lower than H1 FY19.

The average SA rand/US dollar (USD) exchange rate for the current period was R14,69, 4% weaker than the level that prevailed during H1 FY19. The index price for iron ore (62% iron content, fines grade, delivered in China) was USD95 per ton (38% higher than H1 FY19), while the manganese ore price for both quoted grades (44% and 37% manganese content) as well as the chrome ore prices were lower compared to H1 FY19. Sales volumes of iron ore were lower than in the previous corresponding period due mostly to the timing of shipments. However, manganese ore sales volumes increased by 11% in line with the increased production volumes.

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Assmang (iron ore and manganese)

Attributable earnings decreased by 14% over the previous period to R3,7 billion (100% basis, H1 FY19:

R4,3 billion). Iron ore delivered R2,8 billion (H1 FY19: R2,5 billion), an increase of 12% from the previous period,

while manganese ore and alloys contributed only R0,9 billion (H1 FY19: R1,9 billion) to attributable earnings. The change in the mix of earnings was driven by firm iron ore prices and notably lower prices for manganese ores and manganese alloys.

Capital expenditure in Assmang was at similar levels to the previous period, and amounted to R2,1 billion for the period (H1 FY19: R1,98 billion). The Iron Ore division spent R0,9 billion relating mostly to waste stripping and replacement capital. Expenditure in the Manganese division amounted to R1,2 billion, mostly relating to the Black Rock Expansion Project (R335 million) and the Gloria Mine modernisation and optimisation (R443 million).

At the end of H1 FY20, approximately 96% of the approved and revised capital expenditure of R6,966 billion on the Black Rock Expansion Project was committed or spent and approximately 66% of the approved capital of R2,7 billion for the Gloria Mine modernisation and optimisation project was committed or spent.

Iron ore

Higher crude steel production levels in China maintained the demand for iron ore. Imports of iron ore into China increased marginally in CY19. Supply disruptions from Brazil and Australia, combined with limited supply expansion across the industry saw prices rise in the period. The average index price for H1 FY20 was USD95 per ton compared to the H1 FY19 level of USD69 per ton. The "lumpy" premium weakened to USD6 per ton during H1 FY20 but recovered at the end of the period to USD15 per ton as steel mills margins improved and restrictions on sintering plants in China supported demand for lumpy material.

Despite the high demand for iron ore, sales volumes decreased by 11% compared to H1 FY19. This was due to logistical and operational constraints, predominantly at Saldanha Bay port. The high iron ore prices and weaker SA rand/USD exchange rate helped increase the iron ore division's attributable profit for H1 FY20 by 12% over the previous period.

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The cost management performance of the mine remains challenging, with unit costs increasing by 6% over H1 FY19. Capital expenditure amounted to R246 million (H1 FY19: R214 million), mostly on-mine development at its south shaft, plant upgrades to improve efficiency and flexibility and mining equipment replacements.

Due to the lower sales prices and the high operational costs the attributable profit for H1 FY20 decreased by 91% to R31 million compared to the previous reporting period (H1 FY19: R327 million)

Marketing and shipping

Marketing fees earned by the group decreased by 1% over H1 FY19, in line with the decrease of 4% in the combined turnover of Assmang and Dwarsrivier. Interest earned on the group's cash resources amounted to R342 million (H1 FY19: R308 million).

Other

The group holds a 28,97% interest in IronRidge Resources Limited (IronRidge), an Australian minerals exploration company listed on London's Alternative Investment Market (AIM). IronRidge has a portfolio of gold, lithium, bauxite, titanium and iron ore prospects in Africa and Australia. During H1 FY20, the activities of IronRidge continued to focus mainly on lithium and gold exploration in Ghana and Ivory Coast, respectively. The equity-accounted loss for H1 FY20 amounted to R5 million (H1 FY19: R14 million).

During H1 FY20 Group Line Projects was sold for a purchase price of R6 million resulting in a R16,9 million loss in the group.

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Accounting policies and basis of preparation

The board of directors of Assore (the board) takes full responsibility for the preparation of this announcement. The financial results for the period under review have been prepared under the supervision of Mr RA Davies, CA(SA) and in accordance with IAS 34 Interim Financial Reporting and comply with IFRS, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Financial Pronouncements as issued by Financial Reporting Standards Council, the Listings Requirements of the JSE Limited (JSE) and the Companies Act, No 71 of 2008 (as amended). The accounting policies applied are consistent with those adopted in the financial year ended 30 June 2019 except for IFRS 16 Leases which the group adopted on

1 July 2019, as described below.

Ernst & Young Inc., the group's independent external auditors, have reviewed the condensed consolidated half-year results included in this announcement and their unmodified review report is available for inspection at the registered office of the company. The review was conducted in terms of ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity.

The auditor's report does not necessarily report on all of the information contained in this announcement. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial information from the company's registered office.

New accounting standards

Accounting policy applied from 1 July 2019

IFRS 16 Leases

IFRS 16 Leases was issued in January 2016 and it replaces IAS 17 Leases, and IFRIC 4 Determining whether an arrangement contains a lease.

The group applied the modified retrospective transition approach, with effect from 1 July 2019, without restating comparative information.

The impact of IFRS 16 is not material due to the election of the practical expedients, namely low value assets and short-term leases, as well as, variable lease payments that do not depend on an index or rate. These variable payments are dependent on variables such as volumes mined and metres drilled, and were expensed through the income statement for the six months ended 31 December 2019. As such, contracts with variable payments are neither included in lease liabilities nor is a right-of-use asset recognised.

IFRIC 23 Uncertain Tax Positions

The impact of this standard has been assessed as negligible.

67

Condensed consolidated income statement

69

Headline earnings