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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 5 of this circular have been used on this cover page.

If you are in any doubt as to what action to take, please consult your CSDP, CREST provider, broker, custodian, banker, accountant, legal adviser or other professional adviser.

ACTION REQUIRED

If you have disposed of all your shares in Redefine International, this circular should be handed to the purchaser of such shares or to the CSDP, CREST provider, broker, custodian, banker or other agent through whom the disposal was effected.

Redefine International shareholders are referred to page 3 of this circular, which sets out the detailed action required of them in respect of the proposals set out in this circular.

All times indicated are local times in the country to which they refer.

THE ATTENTION OF SHAREHOLDERS IS DRAWN TO THE FACT THAT SHOULD THEY NOT ACTION THE CONTENTS OF THIS CIRCULAR, THEY WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE CASH DIVIDEND. SHAREHOLDERS RECORDED ON THE UK SHARE REGISTER WHO HAVE PREVIOUSLY ELECTED TO RECEIVE A SCRIP DIVIDEND WILL, UNLESS THEY TAKE STEPS TO REVOKE THEIR MANDATE, BE DEEMED TO HAVE ELECTED TO RECEIVE THE SCRIP DIVIDEND.

Redefine International does not accept responsibility and will not be held liable for any failure on the part of the CSDP, CREST provider, broker or custodian of any holder of dematerialised or certificated shares to notify such shareholder of the proposals set out in this circular.

Redefine International P.L.C.(Incorporated and registered in the Isle of Man with registered number 010534V)

(LSE share code: RDI)

(JSE share code: RPL)

(ISIN number: IM00B8BV8G91)

(“Redefine International” or “the Company”)

CIRCULAR TO REDEFINE INTERNATIONAL SHAREHOLDERS

relating to:

• an election being offered to Redefine International shareholders to receive either a cash dividend or a scrip dividend

by way of an issue of new Redefine International shares;

and enclosing:

• an election form for use by certificated shareholders on the SA share register; or

• an election form for use by certificated shareholders on the UK share register.

Corporate Adviser and

JSE Sponsor

Joint Financial Adviser and

Corporate Broker


Corporate Broker

Legal Adviser as to

English law

Legal Adviser as to

Isle of Man law

Date of issue: Tuesday, 26 April 2016Copies of this circular may be obtained at the Company’s UK transfer secretaries, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, from Tuesday, 26 April 2016 to Monday, 6 June 2016. It will also be available on the website of the Company (www.redefineinternational.com) from Tuesday, 26 April 2016 and at the office of the Company’s JSE sponsor, Java Capital, 6A Sandown Valley Crescent, Sandton, 2031.

REGISTERED OFFICE

Merchants House

24 North Quay

Douglas

Isle of Man IM1 4LE

(Postal address same as physical address above)

CORPORATE ADVISER

Java Capital Proprietary Limited

(Registration number 2012/089864/07)

6A Sandown Valley Crescent

Sandton, 2031

Johannesburg, South Africa

(PO Box 2087, Parklands, 2121)

JOINT FINANCIAL ADVISER AND CORPORATE BROKER

Peel Hunt LLP

(Registration number 0C357088)

Moor House

120 London Wall

London

EC2Y 5ET


LEGAL ADVISER AS TO ENGLISH LAW

Nabarro LLP

(Registration number OC334031)

125 London Wall

London

EC2Y 5AL


SA TRANSFER SECRETARIES

Computershare Investor Services Proprietary Limited


Ground Floor

70 Marshall Street

Johannesburg, 2001, South Africa

(PO Box 61763, Marshalltown, 2107)

CORPORATE HEAD OFFICE

Redefine International

Second Floor

30 Charles II Street

London

SW1Y 4AE


PLACE AND DATE OF INCORPORATION

Isle of Man, 28 June 2004

Re-registered under the Isle of Man Companies Act 2006 on

3 December 2013

COMPANY SECRETARY

Lisa Hibberd

Second Floor

30 Charles II Street

London

SW1Y 4AE


JSE SPONSOR

Java Capital Trustees and Sponsors Proprietary Limited


6A Sandown Valley Crescent

Sandton, 2031

Johannesburg, South Africa

(PO Box 2087, Parklands, 2121)

JOINT FINANCIAL ADVISER AND CORPORATE BROKER

J.P. Morgan Cazenove

(Registration number 02711006)

25 Bank Street

Canary Wharf

London

E14 5JP


LEGAL ADVISER AS TO ISLE OF MAN LAW

Simcocks Advocates Limited

(Registration number 104672C)

Ridgeway Street

Douglas

Isle of Man IM99 1PY


UK TRANSFER SECRETARIES

Capita Asset Services

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU


CORPORATE INFORMATION

1

Page

Corporate information Inside front cover

Salient dates and times 2

Action required by Redefine International shareholders 3

Definitions and interpretations 5

Circular to Redefine International shareholders1. Introduction 82. Cash dividend 83. The scrip dividend 84. Rationale for the scrip dividend 95. Share capital 96. Tax implications 97. Listing of new Redefine International shares 158. South African law, UK law and Isle of Man law 159. Exchange control regulations (for shareholders on the SA share register) 16

Redefine International – Scrip dividend election form for certificated shareholders

recorded on the UK or SA share register Enclosed

TABLE OF CONTENTS

2

For shareholders on the UK share register

2016

Announcement of scrip dividend reference price and whether the dividend will be paid as a PID, a non-PID, or

a mixture of the two released on RNS on or before Friday, 6 May

Last day to trade in order to be eligible for the cash dividend or alternatively the scrip dividend Wednesday, 18 May

Shares commence trading ex the cash dividend or scrip dividend Thursday, 19 May

Record date for shareholders recorded on the UK share register Friday, 20 May

Closing date for receipt of completed election forms by no later than 11:00 (UK time) Friday, 20 May

Announcement on RNS of the amount of new Redefine International shares issued Friday, 27 May

Dispatch of share certificates, payment of cash dividend, CREST accounts credited/updated and

new Redefine International shares listed on the LSE Monday, 6 June

Notes:

1. All dates and times quoted above are local dates and times in the United Kingdom. The above dates and times are subject to change. Any

changes will be released on RNS.

2. Redefine International shareholders are referred to page 3 of this circular for information on the action required to be taken by them.

3. Shares may not be dematerialised or rematerialised, nor may transfers of shares between sub-registers in the United Kingdom and South Africa

take place between Monday, 16 May 2016 and Friday, 20 May 2016, both days inclusive.

For shareholders on the SA share register

2016

Announcement of conversion rate, scrip dividend reference price and whether the dividend will be paid as a PID,

a non-PID, or a mixture of the two released on SENS on or before Friday, 6 May

Last day to trade in order to be eligible for the cash dividend or alternatively the scrip dividend Friday, 13 May

Shares commence trading ex the cash dividend or scrip dividend Monday, 16 May

Record date for shareholders recorded on the SA share register Friday, 20 May

Closing date for receipt of completed election forms by no later than 12:00 (South African time) Friday, 20 May

Announcement on SENS of the amount of new Redefine International shares issued Friday, 27 May

Dispatch of share certificates, payment of cash dividend, CSDP/broker accounts credited/updated and

new Redefine International shares listed on the JSE Monday, 6 June

Notes:

1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will

be released on SENS.

2. Redefine International shareholders are referred to page 3 of this circular for information on the action required to be taken by them.

3. Shareholders should note that new Redefine International shares should not be traded until the new Redefine International shares are

issued or reflected in their accounts with their CSDP or broker on Monday, 6 June 2016.

4. Share certificates may not be dematerialised or rematerialised nor may transfers of shares between sub-registers in the United Kingdom and

South Africa take place between Monday, 16 May 2016 and Friday, 20 May 2016, both days inclusive.

5. Shareholders on the SA share register will receive a cash dividend in South African Rand, based on the conversion rate. An announcement in

this respect will be made on or before Friday, 6 May 2016.

SALIENT DATES AND TIMES

2 3

The definitions and interpretations commencing on page 5 of this circular apply to this section.

The following information pertains to all of the Company’s shareholders.

On Tuesday, 26 April 2016 it was announced that the board had approved an interim dividend of 1.625 pence per share in respect of the six months

ended 29 February 2016 and that the board intends offering shareholders a cash dividend or the election to receive a scrip dividend. Accordingly,

you are entitled to receive either a cash dividend or a scrip dividend.

Should you wish to receive the cash dividend and/or should you take no action, regardless of holding your shares in certificated or uncertificated

form, you shall on Monday, 6 June 2016 receive the cash dividend. Where a shareholder recorded on the UK share register has previously elected to

receive a scrip dividend and now wishes to receive the cash dividend, such shareholder must revoke their existing Mandate by notice in writing to

Capita Asset Services failing which such shareholder will receive the scrip dividend. Dividend payments will be made in accordance with the

payment instructions held.

All times indicated below are local times in the country to which they refer.

If you elect to receive the scrip dividend the following action is required to be taken by you:

SHAREHOLDERS RECORDED ON THE UK SHARE REGISTER

1. CERTIFICATED SHAREHOLDERS

Shareholders holding shares in certificated form must complete the enclosed election form in accordance with the instructions contained

therein and lodge it with the UK transfer secretaries, Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,

Beckenham, Kent BR3 4TU to be received by them by no later than 11:00 (UK time) on Friday, 20 May 2016. The election forms may be

submitted to the UK transfer secretaries by post or by hand (during normal business hours only). Election forms received after that time will be

applied in time for the next relevant dividend.

Alternatively, non-CREST shareholders can elect to participate in the Redefine International scrip dividend through the Capita Shareholder Portal

www.capitashareportal.com.

Shareholders completing a Mandate will be making an “evergreen” election, which will result in them receiving new shares instead of cash

dividends until such Mandate is cancelled, so if you have previously elected to receive shares for future dividends for which a scrip dividend

alternative is offered, you will not need to renew your Mandate. Election forms, once completed, remain in force for all future dividends until

cancelled in writing.

Please note that no acknowledgement of receipt of elections will be issued.

Share certificates will be dispatched to all certificated shareholders by first class post at the risk of such shareholders on Monday, 6 June 2016.

2. UNCERTIFICATED SHAREHOLDERS

Shareholders who hold their shares in CREST can only elect to receive relevant dividends in the form of new Redefine International shares by

use of the CREST Dividend Election Input Message. A CREST Dividend Election Input Message must be received by 11:00 (UK time) on Friday,

20 May 2016 in order to be effective.

Under the Uncertificated Securities Regulations 2006, if holdings of shares are held partly in certificated and partly in uncertificated form, the

Company will treat such shareholdings as if they were separate shareholdings and a separate election form/CREST Dividend Election Input

Message will need to be completed for each holding.

To the extent that a holding is wholly or partly in uncertificated form at the record date for the relevant dividend, by submitting a CREST

Dividend Election Input Message the relevant shareholder is deemed to authorise the Company to issue new Redefine International shares in

uncertificated form in respect of that holding.

Mandates other than CREST Dividend Election Input Messages, including paper election forms, will not be accepted in respect of shares held

through CREST and will be ignored.

The CREST Dividend Election Input Message must contain the number of shares relating to the election. If the number of elected shares is zero

or left blank, the election will be rejected. If the number is greater than the shares held by the relevant shareholder through CREST at the

relevant record date, the election will be scaled back to the holding at the record date.

Once an election is made using the CREST Dividend Election Input Message system it cannot be amended. Therefore, if a shareholder wishes

to change their Mandate, such shareholder would need to cancel their previous election and submit a new election.

ACTION REQUIRED BY REDEFINE INTERNATIONAL SHAREHOLDERS

4

Shareholders electing to receive dividends in the form of new Redefine International shares through the CREST Dividend Election Input

Message system must submit a Dividend Election Input Message in respect of each relevant dividend otherwise the relevant shareholders will

receive their dividend in cash, by cheque or to any bank account previously elected for the receipt of dividends.

Uncertificated shareholders’ CREST accounts will be credited and updated on Monday, 6 June 2016 with the new Redefine International

shares.

SHAREHOLDERS RECORDED ON THE SA SHARE REGISTER

1. CERTIFICATED SHAREHOLDERS

Certificated shareholders must complete the enclosed election form in accordance with the instructions contained therein and lodge it with the

SA transfer secretaries, Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763,

Marshalltown, 2107), to be received by them by no later than 12:00 (South African time) on Friday, 20 May 2016. Election forms received after

this date and time will not be accepted.

Where applicable, share certificates will be dispatched to all certificated shareholders by registered post at the risk of such shareholders, on

Monday, 6 June 2016 or in accordance with the instructions given to the SA transfer secretaries.

2. DEMATERIALISED SHAREHOLDERS

Dematerialised shareholders are required to notify their duly appointed CSDP, broker or custodian if they wish to receive the new Redefine

International shares pursuant to the scrip dividend, in the manner and the time stipulated in the agreement governing the relationship between

such shareholders and their CSDP, broker or custodian, failing which they will receive the cash dividend.

Dematerialised shareholders’ CSDP/broker accounts will be credited and updated on Monday, 6 June 2016 with the new Redefine

International shares.

4 5

In this circular and the election form attached hereto, unless the context indicates a contrary intention, the words in the first column shall have the

meanings assigned to them in the second column; the singular includes the plural and vice versa; an expression which denotes one gender includes

the other gender; a natural person includes a juristic person and vice versa and cognate expressions shall bear corresponding meanings.

board or board of directors the board of directors of Redefine International;

Capita Asset Services Capita Asset Services is a trading name of Capita Registrars Limited;

cash dividend the cash dividend of 1.625 pence per share payable to shareholders out of the Company’s

distributable profits in accordance with their shareholding in the Company as at the record date,

unless receipt of the scrip dividend has been elected;

certificated shareholder Redefine International shareholders holding certificated shares in the Company;

certificated shares a share or other security which is not in uncertificated form (that is not in CREST or Strate);

CGT capital gains tax;

circular or this circular this circular dated Tuesday, 26 April 2016, including the election form attached hereto;

conversion rate the Pound Sterling to Rand conversion rate to be announced on or before 6 May 2016;

CREST the relevant system (as defined in the CREST Regulations) for the paperless settlement of share

transfers and the holdings of shares in uncertificated form in respect of which Euroclear is the

operator, in accordance with which securities may be held and transferred in uncertificated form;

CREST Dividend Election Input Message the procedure for shareholders registered on the UK share register to elect to participate in the

scrip dividend;

CREST Manual the manual issued by Euroclear concerning the CREST system and available on the Euroclear

website;

CREST provider, broker or custodian a person or company that enables shareholders to hold and transfer their securities in

uncertificated form or to hold and transfer their securities in uncertificated form on their behalf;

CREST Regulations the Uncertificated Securities Regulations 2006 (SD743/06), as amended, of the Isle of Man;

CSDP a central securities depository participant appointed by a shareholder for purposes of and in regard

to dematerialisation and to hold and administer securities or an interest in securities on behalf of a

shareholder;

dematerialisation the process whereby certificated shares are converted to an electronic form as uncertificated

shares and recorded in the sub-register of shareholders maintained by a CSDP or custodian;

dematerialised shareholders Redefine International shareholders who hold shares in dematerialised (uncertificated) form through

Strate;

dematerialised shares Redefine International shares which have been incorporated into the Strate system, title to which is

no longer represented by physical documents of title;

documents of title share certificates and/or certified transfer deeds and/or balance receipts or any other documents

of title in respect of Redefine International shares;

election form the election form attached to this circular to be completed by certificated shareholders on the

SA share register and the UK share register;

Euroclear Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales and

the operator of CREST;

Exchange Control the Financial Surveillance Department of the South African Reserve Bank;

Exchange Control Regulations the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act

(Act 9 of 1933), as amended;

DEFINITIONS AND INTERPRETATIONS

6

FCA the Financial Conduct Authority in the United Kingdom and/or any successor or replacement body

or bodies from time to time (including, for the avoidance of doubt, the Prudential Regulation

Authority);

FSMA Financial Services and Markets Act 2000;

GBP , Pounds Sterling or £ Great British Pound, the legal currency of the UK;

HMRC Her Majesty’s Revenue and Customs;


Corporate Broker

JPMC and Peel Hunt acting as joint Financial Advisers and Corporate Brokers to Redefine

International;

JPMC J.P. Morgan Securities trading as J.P. Morgan Cazenove (Registration number 02711006), joint

Financial Adviser and Corporate Broker, full details of which are set out in the “Corporate

Information” section;

JSE JSE Limited (Registration number 2005/022939/06), a public company incorporated in South

Africa and licensed as an exchange under the Financial Markets Act of South Africa (Act 19 of

2012), as amended;

JSE Listings Requirements the Listings Requirements as published by the JSE, as amended from time to time;

JSE sponsor Java Capital Trustees and Sponsor Proprietary Limited (Registration number 2006/005780/07), a

private company duly incorporated in South Africa, full details of which are set out in the

“Corporate Information” section;

last practicable date the last practicable date prior to the finalisation of this circular;

LSE the London Stock Exchange plc;

Mandate the instructions of a shareholder as set out in a valid election form, online election or as submitted

via a CREST Dividend Election Input Message, as the case may be;

new Redefine International shares or

scrip dividend shares

new fully-paid ordinary Redefine International shares to be issued at the scrip dividend reference

price per share pursuant to the scrip dividend;

Official List the Official List of the UK Listing Authority;

own-name dematerialised shareholders dematerialised shareholders who have instructed their CSDP or custodian to hold their

dematerialised shares in their own name on the sub-register (the list of shareholders maintained by

the CSDP or custodian and forming part of Redefine International’s register);

p or pence Great British pence;

Peel Hunt Peel Hunt LLP (Registered number 0C357088), joint Financial Adviser and Corporate Broker, full

details of which are set out in the “Corporate Information” section;

PID or property income distribution a dividend payable which, in accordance with the UK legislation on UK-REIT’s is subject to

deduction of UK withholding tax unless exemptions apply;

Rand South African Rand, the lawful currency of South Africa;

record date the SA record date and/or the UK record date as the context may indicate;

Redefine International or the Company Redefine International P.L.C. (Registered number 010534V), a public company incorporated in the

Isle of Man which holds a primary listing on the Main Market of the LSE and a secondary listing on

the JSE’s Main Board, with its registered address at Merchants House, 24 North Quay, Douglas,

Isle of Man IM1 4LE;

Redefine International group or

the Group

collectively, Redefine International, its subsidiaries, associates and joint ventures;

RNS Regulatory News Service of the LSE;

6 7

SA record date the date on which a Redefine International shareholder on the SA share register must be recorded

in the register in order to participate in the cash dividend or the scrip dividend, being the close of

business on Friday, 20 May 2016;

SA share register the share register maintained on behalf of the Company in South Africa by the SA transfer

secretaries;

SA transfer secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07),

a private company duly incorporated in South Africa, full details of which are set out in the

“Corporate Information” section;

scrip dividend the issue to Redefine International shareholders, who have elected to receive the scrip dividend, of

new Redefine International shares in proportion to the Redefine International shareholders’

shareholding in Redefine International as at the record date;

scrip dividend reference price a 2% discount to the average closing price of Redefine International shares traded on the LSE over

a period of five days (less the amount of the cash dividend) to be announced on or before 6 May

2016. For Redefine International shares on the SA share register, the scrip dividend reference price

will be converted to Rand at the conversion rate;

SENS Stock Exchange News Service of the JSE;

shareholder, Redefine International

shareholder or member

a registered holder of Redefine International shares registered on the Redefine International share

register;

shares or Redefine International shares ordinary shares in the share capital of Redefine International with a par value of 8 pence each;

South Africa or SA the Republic of South Africa;

Strate Strate Proprietary Limited (Registration number 1998/022242/07), a central securities depository

established under the Financial Markets Act of South Africa (Act 19 of 2012), as amended;

transfer secretaries collectively, the SA transfer secretaries and the UK transfer secretaries;

UK or United Kingdom United Kingdom of Great Britain and Northern Ireland;

UK Listing Rules the UK Listing Rules made by the FCA under Part VI of FSMA;

UK record date the date on which a Redefine International shareholder on the UK share register must be recorded

in the register in order to participate in the cash dividend or the scrip dividend, being the close of

business on Friday, 20 May 2016;

UK-REIT a real estate investment trust under Part 12 of the UK’s Corporation Tax Act 2010;

UK share register the share register maintained on behalf of the Company in the Isle of Man;

UK transfer secretaries Capita Asset Services;

uncertificated form or in uncertificated form recorded on the register of members as being held in uncertificated form in CREST and title to

which, by virtue of the CREST Regulations, may be transferred by means of CREST; and

uncertificated shareholders Redefine International shareholders who hold shares in uncertificated form through CREST.

8

Redefine International P.L.C.(Incorporated and registered in the Isle of Man with registered number 010534V)

(LSE share code: RDI)

(JSE share code: RPL)

(ISIN number: IM00B8BV8G91)

(“Redefine International” or “the Company”)

CIRCULAR TO REDEFINE INTERNATIONAL SHAREHOLDERS

1. INTRODUCTION

On Tuesday, 26 April 2016 it was announced that the board had declared an interim dividend of 1.625 pence per share in respect of the six

months ended 29 February 2016 and that the board intends offering to shareholders a cash dividend or the election to receive a scrip dividend

by way of an issue of new Redefine International shares (of the same class as existing shares) credited as fully paid up. Accordingly, a cash

dividend will be paid to shareholders unless shareholders elect to receive a scrip dividend by way of an issue of new Redefine International

shares credited as fully paid up. Shareholders of Redefine International on the record date who elect to receive the scrip dividend instead of the

cash dividend, must ensure that their election forms are received by the relevant transfer secretaries at or before 11:00 (UK time)/12:00

(South African time) on Friday, 20 May 2016.

2. CASH DIVIDEND

2.1 Shareholders on the UK share register

2.1.1 Shareholders (including South African resident and non-resident shareholders) who hold Redefine International shares on the UK

share register will receive the cash dividend in Pounds Sterling.

2.1.2 Shareholders not electing to receive the scrip dividend will, without any action on their part, be deemed to have elected to

receive the cash dividend. Where a shareholder recorded on the UK share register has previously elected to receive a scrip

dividend and now wishes to receive the cash dividend, such shareholder must revoke their existing Mandate by notice in writing

to Capita Asset Services, failing which such shareholder will receive the scrip dividend.

2.1.3 The cash dividend will be paid out of the Company’s distributable profits.

2.2 Shareholders on the SA share register

2.2.1 South African resident shareholders and non-resident shareholders who hold shares on the SA share register will receive the

cash dividend in Rand.

2.2.2 Shareholders not electing to receive the scrip dividend will, without any action on their part, be deemed to have elected to

receive the cash dividend.

2.2.3 The cash dividend will be paid out of the Company’s distributable profits.

2.3 Other information

2.3.1 Value of dividends

If no shareholders were to elect to receive the scrip dividend the value of the dividends will amount to £28 700 021.

2.3.2 Maximum number of Redefine International shares and share capital in case all shareholders elect to receive the scrip dividend

Should all eligible shareholders elect to receive the scrip dividend the maximum total number of new Redefine International

shares to be issued by Redefine International will be calculated as £28 700 021 divided by the scrip dividend reference price.

3. THE SCRIP DIVIDEND

3.1 Terms and calculation of the scrip dividend

3.1.1 The scrip dividend will take place in accordance with article 135 and article 141 of the Company’s articles of association.

Article 135 is subject to the authority of an ordinary resolution, and at the Company’s Annual General Meeting held on

29 January 2015, shareholders voted in favour of ordinary resolution 18, generally and unconditionally authorising the directors

to offer to the shareholders the right to elect to receive a scrip dividend in the form of the allotment of ordinary shares, credited

as fully paid, instead of the whole or any part of any cash dividends (including interim dividends), which authority is valid for a

period of three years.

8 9

3.1.2 Should a shareholder elect to receive the scrip dividend, such shareholder will become entitled to a number of new Redefine

International shares, the value of which will be at a premium to the cash dividend such shareholder would have otherwise

received, derived from a scrip dividend reference price discounted by 2%. A shareholder’s entitlement to new Redefine

International shares will be calculated by multiplying the number of shares held by that shareholder at the record date by

the cash dividend per share of 1.625 pence and dividing it by the scrip dividend reference price. Where UK withholding

tax has to be accounted for, the calculation will be by reference to the net amount of the dividend per share i.e. 1.625

pence less the current applicable withholding tax rate of 20 per cent. The new Redefine International shares to be issued

pursuant to the scrip dividend are funded from the Company’s distributable profits.

3.1.3 The election may be made by shareholders in respect of the whole of their shareholdings as of the record date only.

Nominee shareholders are permitted to make elections on part of their shareholding.

3.1.4 Redefine International reserves the right to reduce the number of new Redefine International shares issued to an electing

shareholder in respect of the scrip dividend if the issue of such shareholder’s full allocation of new Redefine International

shares would result in that shareholder (individually or together with any associates or shareholders deemed to be acting

in concert with such shareholder) having an interest in Redefine International shares that would ordinarily require the

shareholder (or group of shareholders) to make a mandatory cash offer for Redefine International pursuant to Rule 9 of

the UK City Code on Takeovers and Mergers. In such circumstances, the shareholder will receive the balance of their

entitlement as a cash dividend of 1.625 pence per share.

3.2 Fractions

The allocation of new Redefine International shares will be such that shareholders who elect to receive the scrip dividend will not be

allocated a fraction of a new Redefine International share and as such any entitlement to receive a fraction of a new Redefine

International share which:

3.2.1 is less than one-half of a new Redefine International share, will be rounded down to the nearest whole number;

3.2.2 is equal to or greater than one-half of a new Redefine International share but less than a whole new Redefine International share,

will be rounded up to the nearest whole number; and

3.2.3 no fractions of scrip dividend shares will be issued, nor will any residual entitlements be carried forward to any future scrip

dividend issue, and any amount of dividend not represented by scrip dividend shares will not be paid or payable to the relevant

shareholders in respect of that dividend, but will be retained by the Company.

4. RATIONALE FOR THE SCRIP DIVIDEND

The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Redefine International and to retain

flexibility with regard to the Company’s cash resources.

5. SHARE CAPITAL

The share capital of the Company as at the last practical date is as follows:

£’000

Share capital

Authorised

3 000 000 000 ordinary shares of 8 pence each 240 000

Issued share capital

1 766 155 123 ordinary shares of 8 pence each 141 292

Share premium 491 918

Total 633 210

6. TAX IMPLICATIONS

Redefine International’s general guidance regarding the tax implications of the cash dividend and scrip dividend for shareholders, based on

Redefine International’s understanding of the law and practice as at the last practicable date, has been summarised below. Shareholders are

nevertheless advised to consult their own independent professional tax adviser. Redefine International and its advisers cannot be held

responsible for the tax consequences of the cash dividend or scrip dividend for any particular shareholder.

Introduction

Redefine International converted to a UK-REIT on 4 December 2013. The Company may distribute dividends to shareholders either in the form

of a property income distribution (“PID”) or as an ordinary dividend (“non-PID”). One of the requirements of the UK-REIT regime is that the

principal company of a group REIT (being here the Company) must, in respect of each accounting period, distribute to shareholders at least

90 per cent of the UK profits (as defined in section 530(2) of the Corporation Tax Act 2010) from the Group’s property rental business in the

form of PIDs.

10

New Redefine International shares received in lieu of a cash dividend under the scrip dividend may be paid as a PID, a non-PID or a mixture of

the two. Where a dividend is to be paid under the scrip dividend as a PID, it will be paid net of withholding tax unless one of the exceptions set

out in paragraph 6.1.1.6 below applies. The Company will indicate whether the dividend will be paid as a PID, non-PID or mixture of the

two, along with the scrip reference price, as a separate announcement to this circular to be published on RNS and SENS on or before

Thursday, 6 May 2016.

6.1 UK taxation

6.1.1 UK taxation of PIDs

The statements made in this paragraph 6.1.1 relate only to certain limited aspects of the UK taxation treatment of PIDs paid by

the Company in the form of new Redefine International shares.

6.1.1.1 Amount received

Shareholders who receive new Redefine International shares in PID form pursuant to a scrip dividend election will be

regarded as having received a PID equal to the cash equivalent of the new Redefine International shares. Where

withholding tax applies to a particular shareholder, a reduced number of new Redefine International shares will be

issued to reflect this withholding tax and the cash equivalent will fall to be determined by grossing up the value of that

reduced number of new Redefine International shares at the scrip dividend reference price by reference to the

withholding tax rate, currently 20 per cent.

6.1.1.2 Individuals

UK resident shareholders are taxed on PIDs as property letting income separate from any other property letting

business. The gross amount of the PID is subject to tax with a credit for withholding tax deducted from the payment

(see further below).

HMRC tax returns contain a separate box and explanatory notes to enable individual tax payers to declare amounts

received in the form of PIDs.

Subject to limited exceptions, Redefine International is required to withhold tax at source from its PIDs at the UK basic

rate of income tax, currently 20 per cent.

Because of the withholding tax, a UK resident individual taxable at the basic rate will have no further tax to pay.

By contrast, a UK resident individual taxable at the higher rate of 40 per cent (or the additional rate of 45 per cent) will

have a further 20 per cent (25 per cent if an additional rate tax payer) to pay. An individual, who does not pay tax,

perhaps because of personal allowances, may reclaim the tax withheld in their tax return.

A shareholder who is an individual resident (for tax purposes) in the UK and who receives new Redefine International

shares in PID form pursuant to a scrip dividend election will be treated as having acquired those new Redefine

International shares for an amount equal to the cash equivalent for CGT purposes.

6.1.1.3 Corporate shareholders (other than pension funds and charities)

Subject to certain exceptions, a PID will generally be treated in the hands of shareholders who are within the charge to

corporation tax as profit of a UK property business (as defined in Part 4 of the Corporation Tax Act 2009). A PID is,

together with any PIDs from any other UK-REIT, treated as a separate UK property business from any other

UK property business (a “different UK property business”) carried on by the relevant shareholder. This means that

any surplus expenses from a shareholder’s different UK property business cannot be off-set against a PID as part of a

single calculation of the shareholder’s UK property business profits.

6.1.1.4 Registered pension schemes and charities

A registered pension scheme, or charity, resident (for tax purposes) in the UK should generally have no liability to

UK tax in respect of a PID.

6.1.1.5 Withholding tax on PIDs

The Company will generally be required to withhold tax at source at the basic rate (currently 20 per cent) from its PIDs.

This is the case whether PIDs are paid in cash or in the form of new Redefine International shares pursuant to the scrip

dividend.

6.1.1.6 Exceptions to requirement to withhold tax on PIDs

Under the UK-REIT rules, certain categories of shareholder are entitled to receive PIDs without withholding tax.

Shareholders qualifying for gross payment are principally:

• UK resident companies

• UK public bodies

• UK charities

• UK pension funds

• Managers of ISAs, PEPs and Child Trust Funds.

UK shareholders who qualify for gross payment are required to complete the relevant exemption declaration form

included on Redefine International’s website.

10 11

6.1.2 UK taxation of non-PIDs

The statements made in this paragraph 6.1.2 relate only to certain limited aspects of the UK taxation treatment of non-PIDs paid

by the Company in the form of new Redefine International shares.

6.1.2.1 Individuals

(i) Income tax

Provisions announced in the UK Summer Budget 2015 and contained in the draft clauses of the Finance Bill 2016

published by the Government on 24 March 2016 will, if passed by Parliament, change the tax treatment of Non-PID

Dividends paid from 6 April 2016 to individual shareholders.

The 10 per cent dividend tax credit will be abolished and individuals will be given a £5,000 dividend tax allowance

(the “Allowance”).

Dividend income received in excess of the Allowance will be taxed at 7.5 per cent for basic rate tax payers,

32.5 per cent for higher rate tax payers and 38.1 per cent for “additional” rate tax payers.

In determining the relevant tax band for non-PID dividends, the total non-PID dividends for the tax year (including

the part within the Allowance) will be treated as the highest part of the individual’s total income for income tax

purposes.

A shareholder who is an individual resident (for tax purposes) in the UK and who receives new Redefine

International shares in non-PID form pursuant to a scrip dividend election will be treated as having acquired those

new Redefine International shares for an amount equal to the cash equivalent for capital gains tax purposes.

6.1.2.2 Corporate shareholders (other than pension funds and charities)

To the extent that a company which is resident (for tax purposes) in the UK receives new Redefine International shares

in non-PID form pursuant to the scrip dividend election, the issue of the new Redefine International shares should be

treated as a bonus issue for which there is no acquisition cost. Consequently, the calculation of any chargeable gain or

allowable loss on a future disposal of, or of part of, that company’s enlarged holding should fall to be made by

reference to the base cost of the original holding only. Corporate shareholders should therefore note that there will be

no addition to the base cost of the increased shareholding and, in particular, no addition to the base cost representing

the cash equivalent.

6.1.2.3 Registered pension schemes and charities

Generally, a registered pension scheme, or charity, resident (for tax purposes) in the UK which receives a non-PID will

not be subject to tax on receipt of the non-PID nor will it be entitled to a tax credit in respect of such new Redefine

International shares. Accordingly, no payment in respect of such a tax credit can be claimed from HMRC.

Registered pension schemes, or charities, resident (for tax purposes) in the UK should not generally be subject to

UK taxation on any chargeable gain arising on a subsequent disposal of their new Redefine International shares.

6.1.2.4 Withholding tax on non-PID

Under current UK tax law, the Company will not be required to withhold tax at source from non-PIDs. This is the case

whether the non-PID is paid in the form of new Redefine International shares or not.

6.1.3 Stamp duty and stamp duty reserve tax

No stamp duty or stamp duty reserve tax will generally be payable on the issue of new Redefine International shares pursuant to

the scrip dividend.

6.2 South African taxation

6.2.1 Taxation of cash PIDs

The statements made in this section relate only to certain limited aspects of the South African taxation treatment of cash PIDs

paid by the Company.

A 20 per cent UK withholding tax will be deducted from cash PIDs. On application by the shareholder, a 5 per cent rebate is

claimable from HMRC, resulting in an effective UK withholding tax rate of 15 per cent.

12

As the Company is a foreign company for South African tax purposes, the tax treatment of cash PIDs is dependent on whether

the payment is a foreign dividend for South African tax purposes. A foreign dividend is broadly any cash amount payable by a

foreign company where such amount is treated as a dividend payment by the Company under the income tax laws of the

country where the Company has its place of effective management. The payment of cash PIDs are treated for UK tax purposes

as the payment of dividends by the Company, and so they should be regarded as foreign dividends for South African tax

purposes.

The dividends tax, which was introduced with effect from 1 April 2012 by Part VIII of Chapter II of the Income Tax Act (Act 58 of

1962) (the “Income Tax Act”), as amended from time to time, only applies to dividends and foreign dividends (the application to

foreign dividends is limited to foreign dividends in respect of shares listed on the JSE).

Dividends tax will therefore apply to cash PIDs payable by the Company. However, it will not result in any additional tax being

withheld, as section 64N of the Income Tax Act reduces dividends tax to nil as a result of at least 15 per cent UK withholding tax

already having been borne. Cash dividends paid to South African resident companies should be exempt from the dividends tax,

subject to certain administrative requirements.

6.2.1.1 Individuals

(i) Income tax

Cash PIDs will be treated in the hands of SA shareholders who are individuals as exempt from income tax under

section 10B(2) of the Income Tax Act as being a foreign dividend from a share listed on the JSE.

(ii) Capital gains tax

There are no CGT consequences resulting from receiving cash PIDs.

6.2.1.2 Corporate shareholders

(i) Income tax

Cash PIDs will be treated in the hands of SA shareholders who are corporates as exempt from income tax under




6.2.1.3 Trusts

(i) Income tax

Cash PIDs will be treated in the hands of SA shareholders who are trusts as exempt from income tax under




6.2.1.4 Retirement funds and approved public benefit organisations

(i) Income tax

Retirement funds, comprising approved pension funds, provident funds and retirement annuity funds and approved

public benefit organisations are generally exempt from income tax. Thus, no South African tax will be payable by

such shareholders on cash PIDs received by them.



6.2.2 Taxation of cash non-PIDs

The statements made in this section relate only to certain limited aspects of the South African taxation treatment of cash

non-PIDs paid by the Company.

Dividends tax is levied at a rate of 15 per cent on any cash foreign dividend paid by a foreign company in respect of a share

listed on the JSE. The payment of cash non-PIDs is treated for UK tax purposes as the payment of dividends by the Company,

and so they should be regarded as foreign dividends for South African tax purposes.

Dividends tax will therefore apply to cash non-PIDs paid by the Company. Unless a shareholder is exempt from dividends tax

(see below), the relevant regulated intermediary will therefore be required to deduct 15 per cent tax and pay this to the

South African Revenue Service (“SARS”) on the shareholders’ behalf. Since no withholding tax is suffered in the UK, no rebate

can be claimed in terms of section 64N of the Income Tax Act.

12 13

6.2.2.1 Individuals

(i) Income tax

Cash non-PIDs will be treated as exempt from income tax in the hands of individual SA shareholders under


Individuals generally do not qualify for any exemption or reduction in the rate of the dividends tax.


There are no CGT consequences resulting from receiving cash non-PIDs.


(i) Income tax

Cash non-PIDs will be treated as exempt from income tax in the hands of corporate SA shareholders under


Certain shareholders (such as South African tax resident companies) are exempt from the dividends tax. It is

however the responsibility of each shareholder to advise the relevant regulated intermediary of an exemption or

reduced rate that applies to it.



6.2.2.3 Trusts

(i) Income tax

Cash non-PIDs will be treated as exempt from income tax in the hands of trust SA shareholders under


Trusts generally do not qualify for any exemption or reduction in the rate of the dividends tax.


There are no CGT consequences resulting from receiving cash dividends.


(i) Income tax

Cash non-PIDs will be treated as exempt from income tax in the hands of retirement funds and approved public

benefit organisation SA shareholders as a result of their general exemption from income tax or under section 10B(2)

of the Income Tax Act as being a foreign dividend from a share listed on the JSE.

These institutions will also be exempt from the dividends tax.

It is however the responsibility of each shareholder to advise the relevant regulated intermediary of an exemption or

reduced rate that applies to it.



6.2.3 Taxation of new Redefine International shares in respect of PIDs

The statements made in this section relate only to certain limited aspects of the South African taxation treatment of the receipt of

new Redefine International shares issued by the Company in respect of PIDs payable on or after 1 April 2012. The tax legislation

in South Africa affecting scrip dividends is relatively new and has been subject to a number of significant changes over the last

few years, with the changes often having retroactive effect. There remains uncertainty, therefore, around the application of

South African tax legislation to scrip dividends.

As stated above, a 20 per cent UK withholding tax will have been deducted in calculating the number of new Redefine

International shares issued in respect of PIDs. On application by the shareholder, a 5 per cent cash rebate is claimable from

HMRC, resulting in an effective UK withholding tax rate of 15 per cent.

Dividends tax does not apply to that part of any dividend satisfied by the issue of new Redefine International shares.

14

6.2.3.1 Individuals

(i) Income tax

New Redefine International shares issued in respect of PIDs should not be treated as forming part of gross income

and therefore should not give rise to income tax in the hands of SA shareholders who are individuals. If the

shareholder holds the scrip shares for share dealing purposes, the proceeds upon their eventual disposal may be

subject to income tax as revenue gains.


The new Redefine International shares received by a South African tax resident shareholder from the Company will

have no capital gains base cost, meaning that the value of the shares received may be subject to capital gains tax

on their eventual sale.


(i) Income tax


and therefore should not give rise to income tax in the hands of SA shareholders who are corporates. If the





have no capital gains tax base cost, meaning that the value of the shares received may be subject to capital gains

tax on their eventual sale.

6.2.3.3 Trusts

(i) Income tax


and therefore should not give rise to income tax in the hands of SA shareholders who are trusts. If the shareholder

holds the scrip shares for share dealing purposes, the proceeds upon their eventual disposal may be subject to

income tax as revenue gains.






Retirement funds, including approved pension funds, provident funds and retirement annuity funds and approved

public benefit organisations are generally exempt from income tax and capital gains tax. Thus, the receipt of and

subsequent sale of new Redefine International shares will be exempt from tax in the hands of retirement funds and

approved public benefit organisations.

6.2.4 Taxation of new Redefine International shares in respect of non-PIDs

The statements made in this section relate only to certain limited aspects of the South African taxation treatment of the receipt of

new Redefine International shares issued by the Company in respect of non-PIDs payable on or after 1 April 2012. The tax

legislation in South Africa affecting scrip dividends is relatively new and has been subject to a number of significant changes over

the last few years, with the changes often having retroactive effect. There remains uncertainty, therefore, around the application

of South African tax legislation to scrip dividends.

Dividends tax does not apply to that part of any dividend satisfied by the issue of new Redefine International shares.

14 15

6.2.4.1 Individuals

(i) Income tax

New Redefine International shares issued in respect of non-PIDs should not be treated as forming part of gross

income and therefore should not give rise to income tax in the hands of SA shareholders who are individuals. If the





have no capital gains base cost, meaning that the value of the shares received may be subject to capital gains tax

on their eventual sale.


(i) Income tax


income and therefore should not give rise to income tax in the hands of SA shareholders who are corporates. If the







6.2.4.3 Trusts

(i) Income tax


income and therefore should not give rise to income tax in the hands of SA shareholders who are trusts. If the








Retirement funds, including approved pension funds, provident funds and retirement annuity funds and approved

public benefit organisations are generally exempt from income tax and capital gains tax. Thus, the receipt of and

subsequent sale of new Redefine International shares should be exempt from tax in the hands of retirement funds and

approved public benefit organisations.

6.2.5 Securities transfer tax

No securities transfer tax will be payable in respect of the issue of new Redefine International shares to shareholders on the SA

share register.

7. LISTING OF NEW REDEFINE INTERNATIONAL SHARES

Application will be made to the JSE and LSE to list the new Redefine International shares issued in terms of the scrip dividend with effect from

the commencement of trade on Monday, 6 June 2016.

8. SOUTH AFRICAN LAW, UK LAW AND ISLE OF MAN LAW

All transactions arising from the provisions of this circular and the election form shall be governed by and be subject to the laws of South Africa,

the United Kingdom and the Isle of Man and in the event of any conflict, such conflict will be resolved in accordance with recognised and

established principles of conflict of laws.

16

9. EXCHANGE CONTROL REGULATIONS (FOR SHAREHOLDERS ON THE SA SHARE REGISTER)

The following is intended only as a guide and is therefore not a comprehensive statement of the Exchange Control Regulations applicable to

shareholders on the SA share register.

Redefine International shareholders who are in any doubt as to the appropriate course of action to take should consult their professional

advisers.

Any new Redefine International shares issued in terms of the scrip dividend are not freely transferable from South Africa and must be dealt with

in terms of the Exchange Control Regulations.

Shareholders who hold shares on the SA share register can only receive shares on that register.

9.1 Shareholders who elect to receive:

9.1.1 The cash dividend

Non-residents and emigrants

As the cash dividend will be paid out of the Company’s distributable profits, such dividends are freely transferable from

South Africa.

The election of the cash dividend by emigrants must be made through an authorised dealer in foreign exchange

controlling the shareholder’s emigrant blocked assets.

9.1.2 New Redefine International shares

9.1.2.1 In the case of certificated shareholders:

9.1.2.1.1 Non-residents

Share certificates will be issued with a “non-resident” endorsement and will be sent to the registered

address of the shareholder concerned or in accordance with the instructions given to the transfer

secretaries.

9.1.2.1.2 Emigrants

Any new share certificates based on emigrants’ shares controlled in terms of the Exchange Control

Regulations will be forwarded to the Authorised Dealer in foreign exchange controlling their blocked

assets. The election by emigrants for the above purpose must be made through the Authorised Dealer in

foreign exchange controlling their blocked assets. Such share certificates will be endorsed “Non-Resident”.

9.1.2.2 In the case of dematerialised shareholders:

All aspects relating to the Exchange Control Regulations will be managed by their CSDP or broker, as follows:

9.1.2.2.1 Non-residents

Ordinary shares issued will be credited to their CSDP or broker accounts and a “non-resident” annotation

will appear in the CSDP or broker register.

Dividend payments will be credited directly to the bank accounts nominated for them by their CSDP or

broker.

9.1.2.2.2 Emigrants

New Redefine International shares issued, based on ordinary shares controlled in terms of the Exchange

Control Regulations, will be credited to the emigrant blocked share accounts at the CSDP or broker

controlling their blocked assets and a “non-resident” annotation will appear in the CSDP or broker register.

Signed by Donald Grant on his own behalf and on behalf of all the other directors of the Company, he being duly authorised in terms of powers of

attorney granted to him by such directors.

Redefine International P.L.C.

Donald Grant

Director

26 April 2016

A CASH DIVIDEND OR A SCRIP DIVIDEND THROUGH THE ISSUE OF NEW REDEFINE INTERNATIONAL SHARES

Only for use by certificated shareholders on the SA share register who elect to receive the scrip dividend calculated by multiplying the number of shares held by that shareholder at the record date by the gross dividend per share of 1.625 pence and dividing it by the scrip dividend reference price. Shareholders who fail to make an election if entitled to do so, will, by default, be paid the cash dividend.

Dematerialised shareholders on the SA share register who wish to receive the scrip dividend must instruct their CSDP, broker or custodian in terms of the custody agreement entered into between them and such entity and must not complete this form. Please refer to the “Action required by Redefine International shareholders” section of the circular.

The election forms may be submitted to the transfer secretaries by post, fax or email.

Shareholders who wish to receive the cash dividend must NOT complete this election form and no further action is required by them.

NO LATE ELECTION FORMS WILL BE ACCEPTED.

The transfer secretaries:

SA transfer secretariesComputershare Investor Services Proprietary LimitedGround Floor, 70 Marshall StreetJohannesburg, 2001(PO Box 61763, Marshalltown, 2107)

Attention: Corporate Actions Department

Tel: +27 11 370 5000(available between 08:00 and 16:30 South African time)Fax: +27 11 688 5210Email: [email protected]

I/We (name in BLOCK LETTERS)

regarding the election of the scrip dividend:• hereby irrevocably elect to accept the scrip dividend on the terms and conditions contained in this election form and in the circular; • acknowledge that this election form is applicable only in respect of ordinary shares in the Company of which I/we was/were the registered

holder(s) at the close of business on the record date (Friday, 20 May 2016); and • acknowledge that I/we am/are only entitled to an issue of new, fully-paid Redefine International shares determined using the number of Redefine

International shares held at the record date, being Friday, 20 May 2016, multiplied by the relevant gross or net amount of dividend per Redefine International share divided by the scrip dividend reference price.

Signed at on 2016

Assisted by (where applicable)

Signature Signature

Telephone numbers including international and area codes

Home Work

Cellular phone/mobile number Email

Notes:1. Shareholders should refer to the “Action required by Redefine International shareholders” section of the circular. Terms in this election form bear the same meaning

as in the circular unless the context indicates otherwise.

2. The signature of this election form of any person who is under legal disability shall be accompanied by the signature of such person’s parent or guardian or legal representative, as the case may be.

3. In order to be valid, this election form must be properly completed and received by the appropriate SA transfer secretaries detailed above, by no later than 12:00 (South African time) on Friday, 20 May 2016.

4. Redefine International reserves the right in its discretion to:

4.1 treat as invalid (in which case a cash dividend will be paid on the terms contained in the circular) any election form not complying with the terms of the election or any instruction or the circular;

4.2 require proof of the authority of the person signing this election form where such proof has not yet been lodged with or recorded by the applicable transfer secretaries.

5. Any alteration or correction made to this election form must be initialled by the signatory(ies).

6. All times indicated are local times in the country to which they refer.

7. Election forms which are not posted must be faxed to +27 11 688 5210 or emailed to [email protected]. Computershare will not be responsible for any loss and/or damage whatsoever in relation to or arising from the late or non-receipt of faxed or emailed election forms or owing to election forms being forwarded to any other facsimile or email address other than those provided above. Election forms shall be deemed to be received on the date reflected in Computershare’s electronic or facsimile systems. Notwithstanding anything to the contrary it is the shareholder’s responsibility to ensure that their election forms are received by Computershare.

REDEFINE INTERNATIONAL – SCRIP DIVIDEND ELECTION FORM FOR SHAREHOLDERS RECORDED ON THE SA SHARE REGISTER

SA SHAREHOLDERS ARE REQUIRED TO COMPLETE ACCURATELY THE INFORMATION IN THE BLOCKS BELOW

Name, address and contact number of registered shareholder

(1)

ALL shareholders

Account number with transfer secretaries (if known)Number of shares held or deemed to be held on the record date, being

Friday, 20 May 2016

(2)

The scrip dividend can only be elected in respect of all and not part only of your shareholding in Redefine International. If this box is not

completed or is completed incorrectly but the remaining parts of the election form are correct, then you are deemed to have elected to receive

the scrip dividend based on your entire holding of shares held on the record date, being Friday, 20 May 2016.

Date of signature Signature Assisted by (where applicable)

Cellular phone/mobile number Email Signature

Instructions on how to complete this election form

For the terms and conditions governing the election, refer to the circular to which this form is attached.

If you hold share certificate(s) and elect to receive the scrip dividend, you should complete the blocks above in accordance with the instructions

herein and lodge this election form with the transfer secretaries:

SA transfer secretaries

Computershare Investor Services Proprietary Limited

Ground Floor, 70 Marshall Street

Johannesburg, 2001

(PO Box 61763, Marshalltown, 2107)

Attention: Corporate Actions Department

Tel: +27 11 370 5000

(available between 08:00 and 16:30 South African time)

Fax: +27 11 688 5210

Email: [email protected]

The non-receipt of election forms by no later than 12:00 (South African time) on Friday, 20 May 2016 by the SA transfer secretaries or if an election

form is received by the SA transfer secretaries timeously but is not completed in accordance with the above instructions, will result in your receiving

the cash dividend in accordance with your shareholding in the Company on the record date. Should you have any queries as to the completion of

the election form, please contact the SA transfer secretaries.

REDEFINE INTERNATIONAL P.L.C. – SCRIP DIVIDEND ELECTION FORM FOR SHAREHOLDERS RECORDED ON THE UK SHARE REGISTER

For shareholders on the UK share register who wish to participate in the Redefine International P.L.C. scrip dividend please sign and return this form using the Business Reply Envelope enclosed addressed to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Alternatively, non-CREST shareholders can elect to participate in the Redefine International P.L.C. scrip dividend through the Capita Shareholder Portal www.capitashareportal.com.

This document is important. If you are in any doubt as to the action you should take, you should seek your own advice from an independent professional adviser. If you wish to continue to receive your dividends in cash or you hold your shares in uncertificated form (that is in CREST), you should NOT complete or return this election form. However, please note that certificated shareholders who have previously elected to participate in the scrip dividend have made an “evergreen” election so will need to cancel their Mandate if they wish to receive cash. Forms received in respect of an uncertificated account will not be accepted and will be rejected.

ShAREhoLdER 1

ShAREhoLdER 2

AddRESS 1

AddRESS 2

AddRESS 3

AddRESS 4

Investor Code (IVC):

To be effective for a particular dividend, your election form must be received by Capita Asset Services by no later than 11.00am on Friday 20 May 2016.

Unless revoked, this election form will apply to all future dividends in respect of which a scrip dividend is offered by the directors in respect of your entire shareholding. This Mandate may be revoked by you at any time by writing to Capita Asset Services at the above address.

To the Directors of Redefine International P.L.C. I/We the undersigned, being the registered holder(s) of ordinary shares in the Company*, confirm that I/we have read and understood the terms and conditions of the scrip dividend. I/We hereby elect to receive an allotment of new Redefine International shares instead of cash, in respect of any future dividend for which a scrip dividend is offered, for my/our maximum entitlement, subject to and in accordance with the Articles of Association of the Company and the terms and conditions of the scrip dividend as modified from time to time.

By signing this election form I/we confirm that I/we am/are not prohibited from receiving or electing to receive scrip dividends in accordance with the terms and conditions of the scrip dividend and the regulatory and legal requirements of any applicable overseas jurisdiction.

I/We hereby authorise you to make payment of or to retain any cash balances to be carried forward under the scrip dividend in accordance with the terms and conditions of the scrip dividend. This election form will apply for all future dividends that are paid by the Company on all the shares registered in my/our name(s), until this Mandate is revoked by me/us by notice in writing to Capita Asset Services.

I/We authorise you to send me/us by post, at my/our own risk, a share certificate in respect of new shares allotted and issued to me/us under the scrip dividend.

Signature of First-named Shareholder

Signature of Second-named Shareholder

Signature of Third-named Shareholder

Signature of Fourth-named Shareholder date:

daytime telephone no:

Email address:

*If you hold your Redefine International P.L.C. shares jointly with others, then you must arrange for ALL joint holders to sign this election form. In the case of a Corporation, this form should be executed under its common seal or be signed by a duly authorised official whose capacity must be stated.

If you have any questions about the procedure for election or on how to complete the election form, please contact Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Additional election forms are available from Capita Asset Services on request. Alternatively you may email Capita Asset Services at [email protected]

Your IVC can be located on your share certificate/dividend tax voucher

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