Bsi : Announcement regarding the posting of a circular, a notice of general meeting and important dates and times

BSI Steel Limited

(Incorporated in the Republic of South Africa) (Registration number 2001/023164/06)

JSE code: BSS

ISIN: ZAE000125134 ("BSI" or "the Company")

ANNOUNCEMENT REGARDING THE POSTING OF A CIRCULAR, A NOTICE OF GENERAL MEETING AND IMPORTANT DATES AND TIMES

1. Introduction

BSI shareholders ("Shareholders") are referred to the cautionary announcement published on 14 August 2017 ("Announcement") wherein they were advised that the Board had resolved, in principle, to proceed towards seeking a delisting of BSI from the alternative exchange operated by the JSE ("Delisting"), and the subsequent renewal of cautionary announcements published on 26 September 2017 and 14 November 2017.

Following the Announcement, and as detailed in the announcement published on 29 November 2017, the Board has resolved that the Independent Board will propose a scheme of arrangement between BSI and its Shareholders ("Scheme") in terms of which, if implemented, BSI will re-acquire some of its ordinary shares (each, a "Share") (in terms of a validly elected Exit Election or Continuation Election, or in terms of the Default Position, as described below) for a cash consideration of 50 cents per Share. The Delisting and the Scheme will be collectively described as "the Transaction" in this Announcement.

In terms of the Scheme, BSI shareholders ("Shareholders") will have the option to:

•  elect to retain all or some of their Shares post Delisting ("Continuation Election"), which retained Shares will consequently not be re-acquired by BSI, and the Shares held by that Shareholder other than the retained shares (if any) shall be re-acquired by BSI pursuant to the Scheme for 50 cents per Share; or

•  validly elect to dispose of some or all of their Shares, which Shares being disposed of will be re-acquired by BSI for 50 cents per Share ("Exit Election"), and which other Shares held by that Shareholder (if any) shall not be re-acquired by BSI pursuant to the Scheme.

The automatic default position will occur in respect of a Shareholder where that Shareholder has failed to validly make either the Continuation Election or the Exit Election in respect of all or some of the Shares held by it, and in this instance, such Shareholder will be deemed to have made the Exit Election in respect of all their Shares, and all of their Shares will, therefore, be re-acquired by BSI by way of expropriation ("Default Position") as contemplated in section 114(1)(c) of the Companies Act, Act 71 of 2008, as amended from time to time.

Consequently, if the Scheme is approved and becomes unconditional, Shareholders wishing to retain some or all of their Shares must elect not to have such Shares re-acquired by BSI pursuant to the Scheme by validly electing the Continuation Election, failing which BSI will automatically re-acquire their Shares in terms of the Default Position (i.e. Shareholders who validly elect the Continuation Election will not have their Shares which they have elected to retain re-acquired in terms of the Scheme or expropriated in terms of the Default Position, and will accordingly remain as Shareholders of BSI following the Transaction).

2. Posting of the circular

Shareholders are advised that a circular ("Circular") was posted to Shareholders and other persons who are entitled to receive such document today, 22 December 2017, containing, inter alia, details of the Transaction; and a notice convening a general meeting of Shareholders in connection with the Transaction ("General Meeting"). The Circular is also available for viewing on the Company's website atwww.bsisteel.com.

Where applicable, words and expressions in this announcement shall have the same meaning as assigned to them in the Circular.

Shareholders should note that, whilst the entire Circular is important and should be read in its entirety, particular attention should be paid to:

•  the "Action Required By Shareholders" section commencing on page 2 of the Circular;

•  paragraph 3 which sets out the terms of the Scheme, which commences on page 17 of the Circular; and

•  paragraph 10 of the Circular which deals with the tax implications for Scheme Participants as set on page 26 of the Circular.

• 3. Notice of general meeting

  The General Meeting will be held at 10:00 on Wednesday, 24 January 2018 at the Company's registered office 46 Eden Park Drive, Murrayfield Park, Mkondeni, Pietermaritzburg, 3201 to consider, and, if deemed fit, to pass, with or without modification, the resolutions necessary to implement the Transaction.

• 4. Important dates and times

  The salient dates and times relating to the Transaction are set out in the timetable below.

Notes:

• 1. The above dates and times may be amended by BSI (subject to the approval of the JSE and/or the TRP, if required). The dates have been determined based on certain assumptions regarding the date by which certain Shareholder and regulatory approvals will be obtained and that no Court approval or review of the Scheme Resolution will be required. Any change in the dates and times will be published on SENS.

• 2. A Form of Proxy (white) not lodged with the Transfer Secretary may be handed to the chairman of the General Meeting before the proxy exercises the voting rights of the Shareholder at the General Meeting.

• 3. If the General Meeting is adjourned or postponed, a Form of Proxy (white) submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.

• 4. If the General Meeting is adjourned or postponed then Forms of Proxy (white) that have not yet been submitted should be lodged with the Transfer Secretary by no later than 48 hours before the adjourned or postponed General Meeting but may nonetheless be handed to the chairman of the adjourned or postponed General Meeting before the proxy exercises the voting rights of the Shareholder at the adjourned or postponed General Meeting.

• 5 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, Shareholders who acquire Shares after close of trade on Tuesday, 16 January 2018, will not be eligible to attend, participate and vote at the General Meeting.

• 6 All dates and times quoted in this document are South African dates and times.

• 7 For purposes of being eligible to attend, participate and vote at the General Meeting, no Dematerialisation or rematerialisation of Shares may take place between Wednesday, 17 January 2018 and Friday, 19 January 2018 both days inclusive.

• 8 If the Scheme Resolution is approved by an insufficient number of Shareholders at the General Meeting so that a Shareholder may require BSI 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.

• 9 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.

• 10 For the purpose of being eligible to participate in the Scheme, no Dematerialisation or rematerialisation of Shares may take place from Wednesday, 21 February 2018.

11 The date of payment of the Scheme Consideration is expected to be Monday, 26 February 2018 in respect of Dematerialised Shareholders and in accordance with paragraph 3.5.4.3 of the Circular in respect of Certificated Shareholders.

Johannesburg

22 December 2017

Corporate Advisor and Designated Advisor Sasfin Capital (a member of the Sasfin Group)

Legal Advisor

Werksmans Incorporated