THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe definitions and interpretations commencing on page 10 of this Circular apply throughout this Circular, including these cover pages (unless the context indicates otherwise).

Action required1. This entire Circular is important and should be read with particular attention to the section entitled “Action required by Shareholders”,

which commences on page 3.2. If you are in any doubt as to what action to take, you should consult your Broker, CSDP, banker, accountant, attorney or other

professional advisor immediately.3. If you have disposed of all your Shares, please forward this Circular to the purchaser of such Shares or to the Broker, CSDP, banker

or other agent through whom the disposal was effected.

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

Circular to Shareholdersregarding:

• the Delisting of the “A” Shares from the Exchange;

• a Scheme in terms of section 114(1)(c) of the Companies Act, proposed by the Board between BCX and the Eligible Shareholders, in terms of which, if implemented, BCX will repurchase all the Scheme Shares, through the Scheme, for a cash consideration of R0.95 per Scheme Share; or

• a Voluntary Offer to the Eligible Shareholders, in terms of which, if implemented and to the extent that the Voluntary Offer is accepted, BCX will repurchase the Voluntary Offer Shares for a cash consideration of R0.85 per Voluntary Offer Share; and

• the implementation of the Proposed New Share Incentive Plans,and incorporating:

• a notice convening the Eligible Shareholder General Meeting;

• a notice convening the General Meeting;

• a Form of Proxy (green) in respect of the Eligible Shareholder General Meeting (for use by Certificated Eligible Shareholders and Dematerialised Eligible Shareholders with “own-name” registration only);

• a Form of Proxy (white) in respect of the General Meeting (for use by Certificated Shareholders and Dematerialised Shareholders with “own-name” registration only);

• a Form of Surrender (pink) (for use by Certificated Eligible Shareholders only) in respect of the Scheme; and

• a Form of Election (blue) (for use by Certificated Eligible Shareholders only) in respect of the Voluntary Offer.

Corporate Advisor and Sponsor Attorneys

Independent Expert Independent Reporting Accountant

Date of issue: 31 July 2013

This Circular is only available in English. Copies of this Circular may be obtained during normal business hours from the registered office of BCX and the Transfer Secretary at their respective addresses set out in the “Corporate information and advisors” section of this Circular from the date of issue hereof until the date of the Meetings.

CORPORATE INFORMATION AND ADVISORS

Company secretary and registered officeJ de Koker(CIS, HDip Company Law)Business Connexion Park North789 16th RoadRandjesparkMidrand, 1685South Africa(Private Bag X84, Halfway House, 1685)

Corporate Advisor and SponsorOne Capital Advisory (Proprietary) Limited17 Fricker RoadIllovo, 2196South Africa(PO Box 784573, Sandton, 2146)

One Capital Sponsor Services (Proprietary) Limited17 Fricker RoadIllovo, 2196South Africa(PO Box 784573, Sandton, 2146)

AttorneysEdward Nathan Sonnenbergs Inc.150 West StreetSandton, 2196South Africa(PO Box 783347, Sandton, 2146)

Independent ExpertBDO Corporate Finance (Proprietary) Limited22 Wellington RoadParktown, 2193South Africa(PO Box 1574, Houghton, 2041)

Transfer SecretaryComputershare Investor Services (Proprietary) Limited70 Marshall StreetJohannesburg, 2001South Africa(PO Box 61051, Marshalltown, 2107)

Independent Reporting AccountantKPMG Inc.KPMG Crescent85 Empire RoadParktown, 2193South Africa(Private Bag X9, Parkview, 2122)

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TABLE OF CONTENTS

Page

CORPORATE INFORMATION AND ADVISORS Inside front cover

ACTION REQUIRED BY SHAREHOLDERS 3

IMPORTANT DATES AND TIMES RELATING TO THE SCHEME AND THE VOLUNTARY OFFER 8

DEFINITIONS AND INTERPRETATIONS 10

CIRCULAR TO SHAREHOLDERS

1. Introduction 18

2. Purpose of this Circular 19

3. Background and rationale for the Delisting, Repurchase, Scheme and Voluntary Offer 19

4. Authority to implement the Delisting, Repurchase, Scheme and Voluntary Offer and the Proposed New Share Incentive Plans 21

5. Terms of the Delisting 22

6. Conditions precedent to the Delisting 22

7. Terms of the Scheme 22

8. Scheme Consideration 23

9. Settlement of the Scheme Consideration 23

10. Conditions precedent to the Scheme 24

11. Effects of the Scheme 25

12. Dissenting Shareholders 25

13. Terms of the Voluntary Offer 26

14. The Voluntary Offer Price 26

15. Settlement of the Voluntary Offer Price 26

16. Conditions precedent to the Repurchase pursuant to the Voluntary Offer 27

17. Effects of the Repurchase pursuant to the Voluntary Offer 27

18. The Proposed New Share Incentive Plans 28

19. Pro forma financial effects 28

20. Historical financial information 29

21. Adequacy of capital and solvency and liquidity test 29

22. Share capital of the Company 30

23. Major Shareholders 30

24. Irrevocable Undertakings 32

25. Directors and management of BCX 32

26. Directors’ interests in Shares 32

27. Disclosure required in terms of the Takeover Regulations 33

28. Directors’ remuneration 33

29. Independent Expert report 33

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Page

30. Views of the Independent Board 34

31. Directors’ responsibility statement 34

32. Directors’ service contracts 34

33. Litigation statement 35

34. Material changes 35

35. Tax implications 35

36. Cash confirmation 35

37. Expert’s consents 35

38. Expenses 35

39. Documents available for inspection 36

40. Meetings 36

Annexure I: Independent Expert’s report 38

Annexure II: Directors and management 44

Annexure III: Independent Reporting Accountants’ report 46

Annexure IV: Pro forma financial information 48

Annexure V: Foreign shareholders and Exchange Control Regulations 55

Annexure VI: Sections 115 and 164 of the Companies Act 57

Annexure VII: Dealings in Shares by Shareholders that have provided Irrevocable Undertakings 62

Annexure VIII: Financial results 64

Annexure IX: Extracts of the Interim Results 122

Annexure X: Summary of the Proposed New Share Incentive Plans 126

Notice of Eligible Shareholder General Meeting 131

Notice of General Meeting 135

Form of Proxy for the General Meeting ( white) Attached

Form of Proxy for the Eligible Shareholder General Meeting ( green) Attached

Form of Election ( blue) Attached

Form of Surrender ( pink) Attached

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ACTION REQUIRED BY SHAREHOLDERS

The definitions and interpretations commencing on page 10 of this Circular apply mutatis mutandis to this section.

This Circular is important and requires your immediate attention. If you are in any doubt as to what action to take, please consult your Broker, CSDP, banker, accountant, attorney or other financial advisor. If you have disposed of your Shares, this Circular should be forwarded to the purchaser of such Shares or the Broker, CSDP or other agent through whom the disposal was effected.

Please take careful note of the following provisions regarding the action required by Shareholders.

The Eligible Shareholder General Meeting will be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685, on Friday, 30 August 2013 at 10:00, to consider and, if deemed fit, to pass (with or without modification) the Eligible Shareholder Resolutions recorded in the notice of the Eligible Shareholder General Meeting. A notice convening such Eligible Shareholder General Meeting is attached to, and forms part of, this Circular.

The General Meeting will be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685, on Friday, 30 August 2013 at 10:30, or as soon as the Eligible Shareholder General Meeting convened for the same date and place shall have been concluded or adjourned, to consider and, if deemed fit, to pass (with or without modification) the Resolutions and the Proposed New Share Incentive Plans Resolutions recorded in the Notice of General Meeting. A notice convening such General Meeting is attached to, and forms part of, this Circular.

1. VOTING AND ATTENDANCE AT THE MEETINGS

1.1 If you have Dematerialised your Shares and do not have “own-name” registration

1.1.1 Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and (if applicable) the Eligible Shareholder General Meeting and thereafter will cast your vote in accordance with your instructions.

If you have not been contacted, it would be advisable for you to contact your Broker or CSDP and furnish them with your voting instructions.

If your Broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your Broker or CSDP.

You must not complete the attached Form of Proxy for the General Meeting (white) or (if applicable) the Form of Proxy for the Eligible Shareholder General Meeting (green).

1.1.2 Attendance and representation at the Meetings

In accordance with the mandate between you and your Broker or CSDP you must advise your Broker or CSDP if you wish to attend the Meetings in person or electronically as contemplated in the Notices and your Broker or CSDP will issue the necessary letter of representation to you to attend the Meetings.

1.2 If you are a Certificated Shareholder or if you are a Dematerialised Shareholder with “own-name” registration

You may attend the General Meeting and (if applicable) the Eligible Shareholder General Meeting in person or participate electronically as contemplated in the Notices, and you may vote at the Meetings. Alternatively, you may appoint a proxy to represent you at the Meetings by completing the relevant attached Forms of Proxy (white and/or green) in accordance with the instructions

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they contain and return it to the Transfer Secretary, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received at least 48 hours before the commencement of the Meetings (or the adjournment of the Meetings). Should you return such Form of Proxy to the Transfer Secretary at either of the above addresses less than 48 hours before the Meetings, you will also be required to furnish a copy of such Form of Proxy (white and/or green) to the Chairman of the General Meeting and (if applicable) the Eligible Shareholder General Meeting before the appointed proxy exercises any of your Shareholder rights at the Meetings (or any adjournment of the Meetings).

2. ELECTION PROCEDURE FOR ELIGIBLE SHAREHOLDERS

2.1 If you are a Certificated Eligible Shareholder

If you wish to surrender your Eligible “A” Shares prior to the implementation of the Scheme, you must complete the attached Form of Surrender (pink) and lodge it together with your Documents of Title in accordance with the instructions contained therein and return it to the Transfer Secretary to be received by 12:00 on the Scheme Record Date.

If you wish to make either the Continuation Election and/or the Exit Election in terms of the Voluntary Offer, you must properly complete the attached Form of Election (blue) and lodge it together with your Documents of Title in accordance with the instructions contained therein and return it to the Transfer Secretary to be received by 12:00 on the Voluntary Offer Record Date. Eligible Shareholders that fail to make the Exit Election in the manner required and prior to the date and time stipulated above will be deemed to have made the Continuation Election in respect of all their Eligible “A” Shares.

Eligible Shareholders are advised that if the Scheme is approved and becomes operative, the Voluntary Offer will not be implemented. Alternatively, if the Scheme is not approved and does not become operative but the Voluntary Offer becomes operative, then the Voluntary Offer will be implemented. Accordingly, if Eligible Shareholders wish to make an election, prior to the results of the Meetings being published by BCX on SENS in anticipation of either the Scheme or the Voluntary Offer becoming operative, such Eligible Shareholders should complete and lodge both the attached Form of Surrender (pink) and the Form of Election (blue) in accordance with the procedures referred to above. In such instance, Eligible Shareholders electing to sell their Eligible “A” Shares would be able to do so for the Scheme Consideration, in the event that the Scheme becomes operative, or for the Voluntary Offer Price, in the event that the Scheme does not become operative but the Voluntary Offer becomes operative.

2.2 If you are a Dematerialised Eligible Shareholder with or without “own-name” registration

Your CSDP or Broker should contact you in the manner stipulated in the agreement concluded between you and your CSDP or Broker to determine which election you wish to make in terms of the Scheme and the Voluntary Offer.

If your CSDP or Broker does not contact you, you are advised to contact your CSDP or Broker and furnish the CSDP or Broker with your election instructions in the manner and by the cut off time stipulated by your CSDP or Broker in terms of the custody agreement between you and your CSDP or Broker. If your CSDP or Broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them.

You must not complete the attached Form of Surrender (pink) or Form of Election (blue).

Eligible Shareholders are advised that if the Scheme is approved and becomes operative, the Voluntary Offer will not be implemented. Alternatively, if the Scheme is not approved and does not become operative but the Voluntary Offer becomes operative, then the Voluntary Offer will be implemented. Accordingly, if Eligible Shareholders wish to make an election, prior to the results of the Meetings being published by BCX on SENS in anticipation of either the Scheme or the Voluntary Offer becoming operative, such Eligible Shareholders should notify their CSDP or Broker accordingly in accordance with the procedures referred to above. In such instance, Eligible Shareholders electing to sell their Eligible “A” Shares would be able to do so for the Scheme Consideration, in the event that the Scheme becomes operative, or for the Voluntary Offer Price, in the event that the Scheme does not become operative but the Voluntary Offer becomes operative.

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3. SETTLEMENT OF THE SCHEME CONSIDERATION FOR SCHEME PARTICIPANTS

3.1 Dematerialised Eligible Shareholders with or without “own-name” registration

If the Scheme becomes operative, you will have your account held at your CSDP or Broker credited with the Scheme Consideration and debited with the Scheme Shares you are transferring to BCX on the Scheme Operative Date, or if you are a Dissenting Shareholder who subsequently becomes a Scheme Participant pursuant to paragraph 12.5.2 of this Circular, on the date set out in paragraph 12.5.2 of this Circular.

You must not complete the attached Form of Surrender (pink).

3.2 Certificated Eligible Shareholders

3.2.1 If the Scheme becomes operative and you have surrendered your Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary on or before 12:00 on the Scheme Record Date, the Scheme Consideration will be posted to you, at your own risk, on the Scheme Operative Date unless you elect to receive the Scheme Consideration by way of an EFT on the Form of Surrender (pink), in which case, the Scheme Consideration will be paid to the bank account nominated by you in Part C of the Form of Surrender (pink) on the Scheme Operative Date.

3.2.2 If the Scheme becomes operative and you surrender your Documents of Title and completed Form of Surrender (pink) after 12:00 on the Scheme Record Date, the Transfer Secretary will only post the Scheme Consideration to you, at your risk, or pay it to you by way of an EFT (if you elected that option in the Form of Surrender (pink)), within five Business Days of receipt of your Documents of Title and Form of Surrender (pink), provided that should you:

3.2.2.1 be a Dissenting Eligible Shareholder who subsequently becomes a Scheme Participant envisaged in paragraph 12.5.2 of this Circular, you will still need to submit your Documents of Title, together with a completed Form of Surrender (pink), to the Transfer Secretary and payment of the Scheme Consideration will be posted to you or paid to you by way of EFT (if you elect that option on the Form of Surrender (pink)) on the date set out in paragraph 12.5.2 of this Circular; and

3.2.2.2 fail to submit your Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary or in respect of a Dissenting Shareholder who subsequently becomes a Scheme Participant pursuant to paragraph 12.5.2 below, the Scheme Consideration payable to such Scheme Participant will be held in trust by BCX (or any third party nominated by it for this purpose) for the benefit of the Eligible Shareholder concerned for a maximum period of three years, after which period such funds shall be made over to the Guardian’s fund of the High Court. For the avoidance of doubt, no interest will accrue on any such funds held by BCX (or its nominee).

3.2.3 If you wish to surrender your Documents of Title in anticipation of the Scheme becoming operative:

(a) you should complete the Form of Surrender (pink) in accordance with its instructions and return it, together with your Documents of Title, to the Transfer Secretary, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107); and

(b) it should be noted that you will not be able to Dematerialise or deal in your “A” Shares between the date of surrender of your Documents of Title and the Scheme Operative Date or, if the Scheme does not become operative, the date on which your Documents of Title are returned to you pursuant to paragraph 3.2.4 below.

3.2.4 Documents of Title surrendered prior to 12:00 on the Scheme Record Date, in anticipation of the Scheme becoming operative, will be held in trust by the Transfer Secretary, at the risk of the Certificated Eligible Shareholder, pending the Scheme becoming operative. For the avoidance of doubt, no interest will accrue on any funds held by the Transfer Secretary.

Should the Scheme not become operative, any Documents of Title surrendered and held by the Transfer Secretary will be posted by registered post in South Africa at the risk of the Certificated Eligible Shareholder within five Business Days from the date of receipt of the Documents of Title or the date on which it becomes known that the Scheme will not become operative, whichever is later.

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4. SETTLEMENT OF THE VOLUNTARY OFFER PRICE FOR VOLUNTARY OFFER PARTICIPANTS

4.1 Dematerialised Eligible Shareholders with or without “own-name” registration

If the Voluntary Offer becomes operative and you elect to accept the Voluntary Offer by virtue of making the Exit Election, you will have your account held at your CSDP or Broker credited with the Voluntary Offer Price and debited with the Voluntary Offer Shares you are transferring to BCX on the Voluntary Offer Operative Date.

You must not complete the Form of Election (blue).

4.2 Certificated Eligible Shareholders

4.2.1 If the Voluntary Offer becomes operative and you have surrendered your Documents of Title and completed Form of Election (blue), in respect of such Eligible “A” Shares for which you have made the Exit Election, to the Transfer Secretary on or before 12:00 on the Voluntary Offer Record Date, the Voluntary Offer Price will be posted to you, at your own risk, on the Voluntary Offer Operative Date unless you elect to receive the Voluntary Offer Price by way of an EFT on the Form of Election (blue), in which case, the Voluntary Offer Price will be paid to the bank account nominated by you in Part D of the Form of Election (blue) on the Voluntary Offer Operative Date.

4.2.2 If the Voluntary Offer becomes operative and you fail to surrender your Documents of Title and completed Form of Election (blue), in respect of such Eligible “A” Shares for which you have made the Exit Election, prior to 12:00 on the Voluntary Offer Record Date, such Eligible Shareholder will be deemed to have made the Continuation Election in respect of all their Eligible “A” Shares and will therefore not receive the Voluntary Offer Price.

4.2.3 If you wish to surrender your Documents of Title in anticipation of the Voluntary Offer becoming operative:

(a) you should complete the Form of Election (blue) in accordance with its instructions and return it, together with your Documents of Title, to the Transfer Secretary, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107); and

(b) it should be noted that you will not be able to Dematerialise or deal in your “A” Shares between the date of surrender of your Documents of Title and the Voluntary Offer Operative Date or, if the Voluntary Offer does not become operative, the date on which your Documents of Title are returned to you pursuant to paragraph 4.2.5 below.

4.2.4 Documents of Title surrendered prior to 12:00 on the Voluntary Offer Record Date, in anticipation of the Voluntary Offer becoming operative, will be held in trust by the Transfer Secretary, at the risk of the Certificated Eligible Shareholder, pending the Voluntary Offer becoming operative. For the avoidance of doubt, no interest will accrue on any funds held by the Transfer Secretary.

4.2.5 Should the Voluntary Offer not become operative, any Documents of Title surrendered and held by the Transfer Secretary will be posted by registered post in South Africa at the risk of the Certificated Eligible Shareholder within five Business Days from the date of receipt of the Documents of Title or the date on which it becomes known that the Voluntary Offer will not become operative, whichever is later.

4.2.6 If the Scheme is approved and becomes operative, the Voluntary Offer will not be implemented.

5. VALIDITY OF FORM OF SURRENDER (PINK) AND FORM OF ELECTION (BLUE)

In respect of Certificated Eligible Shareholders, BCX reserves the right, in its sole and absolute discretion, to:

(a) treat as invalid a Form of Surrender (pink) and Form of Election (blue) not accompanied by valid Documents of Title;

(b) treat as invalid a Form of Surrender (pink) and Form of Election (blue) which have not been fully completed or which have been incorrectly completed; and/or

(c) require proof of the authority of the person signing the Form of Surrender (pink) and Form of Election (blue) where such proof has not yet been lodged with, or recorded by, the Transfer Secretary.

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6. CERTIFICATED TRANSFERS

Where physical Documents of Title have been surrendered, no receipts will be issued to Eligible Shareholders for the Form of Surrender (pink)/Form of Election (blue) and the Documents of Title lodged with the Transfer Secretary, unless specifically requested by such Eligible Shareholders in writing. Lodging agents who require special transaction receipts are requested to prepare such receipts and submit them for stamping together with the Documents of Title lodged.

7. LOST OR DESTROYED DOCUMENTS OF TITLE IN RESPECT OF CERTIFICATED ELIGIBLE SHAREHOLDERS

If Documents of Title have been lost or destroyed, Scheme Participants or Voluntary Offer Participants should nevertheless return the Form of Surrender (pink) or Form of Election (blue), duly signed and completed. The Transfer Secretary shall issue a suitable indemnity form to such Eligible Shareholder, such indemnity form to be in a form and substance acceptable to BCX (in its sole and absolute discretion) and BCX and the Transfer Secretary 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 Eligible Shareholder to be received by 12:00 on the Scheme Record Date or the Voluntary Offer Record Date, whichever date is applicable, shall BCX consider the action taken by such Eligible Shareholder in terms of the Scheme or Voluntary Offer, whichever becomes operative.

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IMPORTANT DATES AND TIMES RELATING TO THE SCHEME AND THE VOLUNTARY OFFER

The definitions and interpretations commencing on page 10 of this Circular shall apply to this “Important dates and times relating to the Scheme and Voluntary Offer” section.

2013

Circular posted to Shareholders on Wednesday, 31 July

Last day to trade Shares in order to be recorded in the Register on the General Meeting Record Date on Friday, 16 August

Last day to trade “A” Shares in order to be recorded in the Register on the Eligible Shareholder General Meeting Record Date on Friday, 16 August

Eligible Shareholder General Meeting Record Date being 17:00 on Friday, 23 August

General Meeting Record Date being 17:00 on Friday, 23 August

Last date for Eligible Shareholders to give notice to BCX objecting to the Eligible Shareholder Resolution to adopt the Scheme being 08:00 on Friday, 30 August

Eligible Shareholder General Meeting to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685 at 10:00 on Friday, 30 August

General Meeting to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685 at 10:30 on Friday, 30 August

Results of the Meetings published on SENS on Friday, 30 August

Last date for BCX to send Dissenting Shareholders notices of the adoption of the special Eligible Shareholder Resolution to adopt the Scheme on Friday, 13 September

Settlement dates should the Scheme become operative

Expected Scheme Finalisation Date announcement published on SENS on Monday, 16 September

Expected Scheme LDT on Friday, 27 September

Expected Suspension of listing of “A” Shares at the commencement of trade on the Exchange on Monday, 30 September

Expected Scheme Record Date on Friday, 4 October

Expected Scheme Operative Date on Monday, 7 October

Expected date of payment of the Scheme Consideration to be paid electronically or posted to Certificated Eligible Shareholders (if the Form of Surrender (pink) and Documents of Title are received by the Transfer Secretary on or before 12:00 on the Scheme Record Date) on Monday, 7 October

Dematerialised Scheme Participants expected to have their accounts held at their CSDP or Broker debited with the Scheme Shares and credited with the Scheme Consideration on Monday, 7 October

Expected termination of listing of the “A” Shares on the JSE at the commencement of trade on Tuesday, 8 October

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2013

Settlement dates should the Voluntary Offer become operative

Expected Voluntary Offer Finalisation Date announcement published on SENS on Monday, 2 September

Expected Voluntary Offer LDT on Friday, 13 September

Expected Suspension of listing of “A” Shares at the commencement of trade on the Exchange on Monday, 16 September

Expected Voluntary Offer Record Date in order for Eligible Shareholders to make the Continuation Election and/or Exit Election in respect of some or all of their Eligible “A” Shares and the date on which Forms of Election (blue) must be received by 12:00 on Friday, 20 September

Expected Voluntary Offer Operative Date on Monday, 23 September

Expected date of payment of the Voluntary Offer Price to be paid electronically or posted to Certificated Eligible Shareholder (if the Form of Election (blue) and Documents of Title are received by the Transfer Secretary on or before 12:00 on the Voluntary Offer Record Date) on Monday, 23 September

Dematerialised Voluntary Offer Participants expected to have their accounts held at their CSDP or Broker debited with the Voluntary Offer Shares and credited with the Voluntary Offer Price on Monday, 23 September

Expected termination of listing of the “A” Shares on the JSE at the commencement of trade on Wednesday, 25 September

Notes:

1. The above dates and times are subject to such change. Any such change will be published on SENS once approved by the JSE and/or the Takeover Panel, if required.

2. Shareholders should note that, as trade in Shares on the JSE is settled through Strate, settlement of trades takes place five Business Days after the date of such trades. Therefore, Shareholders who acquire Shares on the Exchange after the last day to trade in Shares in order to be recorded in the Register on the General Meeting Record Date and the Eligible Shareholder General Meeting Record Date will not be entitled to vote at the Meetings.

3. Dematerialised Shareholders, other than those with “own-name” registration, must provide their CSDP or Broker with their instructions for voting at the Meetings by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective custody agreements.

4. No dematerialisation or rematerialisation of Shares may take place from the Business Day following the Scheme LDT or the Voluntary Offer LTD.

5. If the Meetings are adjourned or postponed, Forms of Proxy submitted for the initial Meetings will remain valid in respect of any adjournment or postponement of the Meetings.

6. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure VI of this Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.

7. All times referred to in this Circular are South African Standard Time.

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DEFINITIONS AND INTERPRETATIONS

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

““A” Shares” “A” shares with a par value of 0.59 cents each in the issued “A” ordinary share capital of BCX, all of which are currently listed on the Exchange and collectively comprising of the BEE “A” Shares and the Eligible “A” Shares;

““A” Shareholders” collectively, the BEE “A” Shareholders and the Eligible Shareholders;

“Appraisal Rights” the rights afforded to Shareholders in terms of section 164 of the Companies Act as set out in Annexure VI to this Circular;

“Appraisal Rights Offer” an offer made by BCX to a Dissenting Shareholder in terms of section 164(11) of the Companies Act;

“Attorney” or “ENS” Edward Nathan Sonnenbergs Inc. (registration number 2006/018200/21), a company duly incorporated in accordance with the laws of South Africa;

“BBBEE Act” means the Broad-based Black Economic Empowerment Act, No. 53 of 2003;

“BCG Management “A” Share Trust” the trustees for the time being of the BCX Management “A” Share Trust, a trust lodged with the Master of the High Court under reference number IT 2538/10;

“BCX” or the “Company” Business Connexion Group Limited (registration number 1988/005282/06), a company duly incorporated in accordance with the laws of South Africa and listed on the main board of the Exchange;

“BEE” means black economic empowerment as contemplated in the BBBEE Act and the DTI Codes;

“BEE “A” Shareholders” the registered holders of BEE “A” Shares;

“BEE “A” Shares” 75 100 000 “A” Shares issued to predominantly BEE participants in terms of the transaction approved by Ordinary Shareholders on 8  September 2010 and as further detailed in the Circular to Shareholders dated 17 August 2010;

“Board” or “Directors” the board of directors of BCX as at the Last Practicable Date;

“Broker” a “stockbroker” as defined in the Financial Markets Act;

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

“Cautionary Announcement” the cautionary announcement published by BCX on SENS on 9 May 2013 wherein Shareholders were advised, inter alia, that the Company is pursuing the Delisting in compliance with the Delisting Undertaking;

“Certificated Eligible “A” Shares” Eligible “A” Shares which are not dematerialised and are represented by share certificates or other physical Documents of Title;

“Certificated Eligible Shareholders” Eligible Shareholders who hold Certificated Eligible “A” Shares and are recorded in the Register on the General Meeting Record Date and the Eligible Shareholder General Meeting Record Date;

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“Certificated Shares” Shares that have not been Dematerialised and are represented by share certificates or other physical Documents of Title;

“Certificated Shareholders” Shareholders who hold Certificated Shares;

“Circular” this bound document, dated Wednesday, 31 July 2013, addressed to  Shareholders and which includes all annexures, the Notices, the Forms of Proxy (white and green), Form of Surrender (pink) and Form of Election (blue);

“Common Monetary Area” South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland;

“Companies Act” the Companies Act, No. 71 of 2008, as amended, from time to time together with the Companies Regulations;

“Companies Regulations” the Companies Regulations, 2011, promulgated under the Companies Act, as amended from time to time;

“Continuation Election” the election by an Eligible Shareholder, at its discretion, not to participate in the Voluntary Offer in respect of such Eligible “A” Shares so elected and therefore to retain such Eligible “A” Shares post the Delisting, which Eligible “A” Shares will consequently not be subject to the Repurchase or deemed election in the event of not timeously making the Exit Election;

“Controlling Shareholder” any Shareholder that, together with his or its associates and any other party with whom such Shareholder has an agreement or arrangement or understanding, whether formal or informal, relating to any voting rights attaching to Shares, can exercise, or cause to be exercised, 35% or more of the voting rights of all Shares;

“Corporate Advisor and Sponsor” or “One Capital”

collectively, One Capital Advisory (Proprietary) Limited (registration number 2009/021943/07) and its wholly-owned subsidiary, One Capital Sponsor Services (Proprietary) Limited, registration number 2000/023249/07, trading as One Capital, being private companies duly incorporated in accordance with the laws of South Africa;

“Court” any South African court with competent jurisdiction to approve the implementation of the special resolutions set out in the Notices pursuant to section 115 (Special Resolution 2 detailed in the Notice of General Meeting and Special Resolution 1 detailed in the Notice of Eligible Shareholder General Meeting) of the Companies Act and/or to determine the fair value of the applicable Shares pursuant to section 164(14) of the Companies Act;

“CSDP” a participant, as defined in section 1 of the Financial Markets Act, authorised by a licenced central securities depository as a participant in that central securities depository in terms of the depository rules as contemplated in section 31 of the Financial Markets Act;

“Delisting” the proposed termination of the listing of the “A” Shares on the Exchange;

“Delisting Undertaking” the undertaking from BCX to the Issuer Regulation Division of the JSE in terms of which BCX undertook to delist the “A” Shares from the Exchange, pursuant to the UCS Transaction and further details of which are set out in this Circular;

“Dematerialised” the process by which physical share certificates are replaced with electronic records evidencing ownership of shares for the purpose of Strate, being “uncertificated securities” as defined in section 1 of the Financial Markets Act;

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“Dematerialised Eligible Shareholders” Eligible Shareholders who hold Dematerialised Eligible “A” Shares;

“Dematerialised Shares” Shares that have been Dematerialised or have been issued in Dematerialised form, and are held on a sub-register of Shareholders administered by a CSDP;

“Dematerialised Shareholders” Shareholders who hold Dematerialised Shares;

“Dematerialised Eligible “A” Shares” Eligible “A” Shares that have been Dematerialised;

“Detailed Terms Announcement” the detailed terms announcement published by BCX on SENS on 5 June 2013 wherein Shareholders were advised of the Company’s intention to implement the Delisting and the Repurchase by way of the Scheme or the Voluntary Offer;

“Dissenting Shareholders” Shareholders who validly exercise their Appraisal Rights by demanding, in terms of sections 164(5) and 164(8) of the Companies Act, that the Company pay to them the fair value of all of their Shares;

“Documents of Title” an Eligible “A” Share certificate, certified transfer deed, balance receipt or any other document of title acceptable to BCX in respect of Eligible “A” Shares;

“DTI Code” means the Department of Trade and Industry’s BBBEE Codes of Good Practise issued on 9 February 2007 in terms of section 9(1) of the BBBEE Act;

“EFT” electronic funds transfer;

“Eligible “A” Shares” 25 033 334 “A” Shares issued by BCX to UCS pursuant to the UCS Transaction, which are freely transferable on the Exchange. These Shares comprise of all “A” Shares listed on the Exchange other than the BEE “A” Shares;

“Eligible Shareholder General Meeting” the general meeting of Eligible Shareholders to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789  16th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013, at 10:00 to consider and, if deemed fit, approve (with or without modification) the Eligible Shareholder Resolutions recorded in the Notice of Eligible Shareholder General Meeting;

“ Eligible Shareholder General Meeting Record Date”

the last time and date to be recorded in the Register in order for Eligible Shareholders to be eligible to attend, speak and vote at Eligible Shareholder General Meeting (or any adjournment thereof), which is expected to be 10: 00 on Friday, 30 August 2013;

“Eligible Shareholder Resolutions” the special and ordinary resolutions to be approved by the requisite majority of Eligible Shareholders at the Eligible Shareholder General Meeting, to authorise, inter alia, the Scheme;

“Eligible Shareholders” Shareholders who hold Eligible “A” Shares, which Shareholders are eligible for participation in the Repurchase, and therefore the Scheme and Voluntary Offer. Eligible Shareholders excludes the BEE “A” Shareholders;

“EPS” earnings per Ordinary Share;

“Exchange” the securities exchange operated by the JSE;

“Exchange Control Regulations” the Exchange Control Regulations 1961, as amended, from time to time, issued in terms of section 9 of the Currency and Exchanges Act, No. 9 of 1933, as amended, from time to time;

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“Exit Election” the election by an Eligible Shareholder, at its discretion, to accept the Voluntary Offer in respect of such Eligible “A” Shares so elected and therefore to dispose of such Eligible “A” Shares to BCX, which Eligible “A” Shares will consequently be subject to the Repurchase;

“Financial Effects” unaudited and unreviewed pro forma financial effects of the Scheme and the Voluntary Offer, as the case may be;

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

“Foreign Shareholders” a Shareholder who is a non-resident of South Africa, as contemplated in the Exchange Control Regulations;

“Form of Election” the form of election, surrender and transfer (blue) attached to and forming part of this Circular for use by Certificated Eligible Shareholders only who wish to make the Continuation Election and/or the Exit Election in respect of some or all of their Eligible “A” Shares in terms of the Voluntary Offer;

“Form of Surrender” the form of surrender and transfer (pink) attached to and forming part of this Circular for use by Certificated Eligible Shareholders only who wish to surrender their Eligible “A” Shares in terms of the Scheme;

“Forms of Proxy” the forms of proxy attached to and forming part of this Circular in respect of the Meetings (white and green) for use by Certificated Shareholders and Dematerialised Shareholders with “own-name” registration only;

“Gadlex” Gadlex (Proprietary) Limited (registration number 2001/016929/07), a private company duly incorporated in accordance with the laws of South Africa;

“Gadlex Holdings” Gadlex Holdings (Proprietary) Limited (registration number 2001/016924/07), a private company duly incorporated in accordance with the laws of South Africa;

“General Meeting” the general meeting of Shareholders to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789  16th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013, at 10:30 or as soon thereafter following the conclusion of the Eligible Shareholder General Meeting, to consider and, if deemed fit, approve (with or without modification) the Resolutions and Proposed New Share Incentive Plans Resolutions recorded in the Notice of General Meeting;

“General Meeting Record Date” the last time and date to be recorded in the Register in order for Shareholders to be eligible to attend, speak and vote at the General Meeting (or any adjournment thereof), which is expected to be Friday, 23 August 2013 at 17:00;

“Group” BCX and its associates and subsidiaries from time to time;

“HEPS” headline earnings per Ordinary Share;

“IFRS” International Financial Reporting Standards as issued by the International Accounting Standards Board from time to time;

“Income Tax Act” the Income Tax Act, No. 58 of 1962, as amended, from time to time;

“Independent Board” collectively AC Ruiters, J John and M Lehobye, being the Directors that the Company has indicated are independent directors for purposes of the Companies Regulations;

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“Independent Expert” or “BDO” BDO Corporate Finance (Proprietary) Limited (registration number 1983/002903/07), a private company duly incorporated in accordance with the laws of South Africa;

“ Independent Reporting Accountants” or “KPMG”

KPMG Inc. (registration number 1999/021543/21), a company duly incorporated in accordance with the laws of South Africa;

“Initial Scheme” the scheme of arrangement in terms of sections 114(1)(c) and 114(1)(e) of the Companies Act proposed by the Board between BCX and its “A” Shareholders in August 2011 which scheme did not subsequently become operative;

“Interim Results” the reviewed consolidated financial results of BCX for the six months ended 28 February 2013;

“Irrevocable Parties” the parties who have provided Irrevocable Undertakings as set out in paragraph 24 of this Circular;

“Irrevocable Shares” 7 636 706 “A” Shares, being the Shares which are subject to the Irrevocable Undertakings;

“Irrevocable Undertakings” the undertakings entered into between BCX and the Irrevocable Parties in terms of which the Irrevocable Parties have undertaken in respect of the Irrevocable Shares, to vote in favour of the Resolutions and the Eligible Shareholder Resolution at the Meetings;

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

“Last Practicable Date” Monday, 20 July 2013, being the last practicable date prior to the finalisation of this Circular;

“Listings Requirements” the JSE Limited Listings Requirements, as amended from time to time;

“Lock-in Provisions” provisions attaching to the BEE “A” Shares set out in the MOI and pursuant to a notionally funded structure attaching to the BEE “A”  Shares in terms of which the BEE “A” Shareholders are restricted from disposing their BEE “A” Shares until 31 August 2015, full details of which are set out in the circular to Shareholders dated 17  August  2010;

“Meetings” collectively, the General Meeting and the Eligible Shareholder General Meeting;

“MOI” the memorandum of incorporation of BCX;

“NAV” net asset value;

“Notices” collectively, the Notice of General Meeting and the Notice of Eligible Shareholder General Meeting;

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

“ Notice of the Eligible Shareholder General Meeting”

the notice of the Eligible Shareholder General Meeting forming part of this Circular;

“NTAV” net tangible asset value;

“Offer Period” the period commencing on the date of posting this Circular to Shareholders being Wednesday, 31 July 2013 and ending on the Scheme Operative Date or the Voluntary Offer Operative Date, as the case may be;

“Ordinary Shares” ordinary shares with a par value of R0.59 each in the issued ordinary share capital of BCX, all of which are currently listed on the Exchange;

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“Ordinary Shareholders” the registered holders of Ordinary Shares;

“Proposed New Share Incentive Plans” collectively, the Forfeitable Share Plan and Share Appreciation Right Plan which shall be constituted for the Qualifying Employees, as soon as reasonably possible after the General Meeting, further details of which are set out in Annexure X;

“ Proposed New Share Incentive Plans Resolutions”

the ordinary and special resolutions to be approved by the requisite majority of Shareholders at the General Meeting, to authorise (i) the Proposed New Share Incentive Plans in terms of section 14 of the Listings Requirements, (ii) the share issue in terms of section 41 of the Companies Act and (iii) financial assistance in terms of sections 44 and 45 of the Companies Act;

“Qualifying Employees” Group executive and senior management of BCX;

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

“Register” BCX’s securities register and all sub-registers;

“Remaining Eligible Shareholders” Eligible Shareholders who continue to hold Eligible “A” Shares following the implementation of the Delisting, being such Eligible Shareholders who made (or who have been deemed to have made) the Continuation Election in respect of all or some of their Eligible “A” Shares in the instance where the Voluntary Offer is implemented;

“Repurchase” the repurchase up to 25 033 334 Eligible “A” Shares from the Eligible Shareholders pursuant to the Voluntary Offer or the Scheme, in terms of section 48(8) and section 114(1)(c) of the Companies Act and paragraph 5.69 of the Listings Requirements;

“Resolutions” the ordinary and special resolutions to be approved by the requisite majority of Shareholders at the General Meeting, which will authorise the Repurchase pursuant to the Voluntary Offer, in terms of section 48(8) of the Companies Act and paragraph 5.69 of the Listings Requirements, and the Delisting;

“SARB” the South African Reserve Bank;

“Scheme” the scheme of arrangement in terms of section 114(1)(c) of the Companies Act, proposed by the Board between BCX and its Eligible Shareholders, which scheme of arrangement is more fully described in paragraph 7 of this Circular, in terms of which BCX will, if the Scheme becomes operative, acquire all of the Scheme Shares held by Scheme Participants, and the Scheme Participants shall be obliged to sell all of the Scheme Shares to BCX, for the Scheme Consideration;

“Scheme Conditions Precedent” the conditions precedent to which the Scheme is subject, as set out in paragraph 10 of this Circular;

“Scheme Consideration” the cash consideration payable by BCX to the Scheme Participants in terms of the Scheme, being R0.95 per Scheme Share;

“Scheme Finalisation Date” the date on which all the Scheme Conditions Precedent shall have been fulfilled or waived, as the case may be;

“Scheme LDT” Eligible Shareholders last day to trade Eligible “A” Shares on the Exchange in order to be recorded in the Register on the Scheme Record Date, which date is expected to be Friday, 27 September 2013;

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“Scheme Operative Date” the date on which the Scheme becomes operative and the Scheme Participants receive the Scheme Consideration in exchange for BCX acquiring their Scheme Shares, being the first Monday immediately following the Scheme Record Date or such other date as the JSE may direct;

“Scheme Participants” those Eligible Shareholders who hold Eligible “A” Shares and are recorded in the Register at the close of business on the Scheme Record Date, which Eligible Shareholders will receive the Scheme Consideration in exchange for BCX repurchasing their Eligible “A” Shares in terms of the Scheme;

“Scheme Record Date” the date on, and time at which, an Eligible Shareholder must be recorded in the Register in order to receive the Scheme Consideration should the Scheme become unconditional, being the close of business on the first Friday following the Scheme LDT, or such other date as the JSE may direct;

“Scheme Shares” Eligible “A” Shares held by Scheme Participants on the Scheme Record Date, which Eligible “A” Shares will be acquired by BCX pursuant to the Scheme;

“SENS” Stock Exchange News Service of the JSE;

“Shares” collectively, the “A” Shares and the Ordinary Shares;

“Shareholders” collectively, the Ordinary Shareholders, BEE “A” Shareholders and Eligible Shareholders;

“South Africa” or “RSA” the Republic of South Africa;

“Strate” Strate Limited (registration number 1998/022242/06), a public company duly incorporated in accordance with the laws of South Africa, and which is licensed to operate in terms of the Financial Markets Act;

“STT” Securities Transfer Tax levied in terms of the Securities Transfer Tax Act, 2007, as amended, from time to time;

“Takeover Panel” the Takeover Regulation Panel established in terms of section 196 of  the Companies Act;

“Takeover Regulations” the Takeover Regulations issued in terms of section 120 of the Companies Act, as amended, from time to time;

“Transfer Secretary” Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), a company duly incorporated in accordance with the laws of South Africa;

“UCS” Capital Eye Investments Limited (previously UCS Group Limited (registration number 1993/002253/06), a company duly incorporated in accordance with the laws of South Africa);

“UCS Transaction” the transaction in terms of which BCX acquired the shares of and claims in certain of the underlying subsidiaries of UCS, as further detailed in the circular to Shareholders dated 9 March 2011;

“VAT” value-added tax levied in terms of the South African Value-Added Tax Act, No. 89 of 1991, as amended, from time to time;

“Voluntary Offer” the offer from BCX to Eligible Shareholders to repurchase the Eligible “A” Shares and in terms of which the Eligible Shareholders can elect, at their discretion, to sell none, all or a portion of their Eligible “A” Shares to BCX, which offer is more fully described in paragraph 13 of this Circular;

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“Voluntary Offer Finalisation Date” the date on which all the conditions precedent to the Voluntary Offer shall have been fulfilled or waived, as the case may be;

“Voluntary Offer LDT” the last day to trade Eligible “A” Shares on the Exchange in order to participate in the Voluntary Offer, being the Friday following the week in which the Voluntary Offer Finalisation Date occurs or such other date as the JSE may direct, which date is expected to be Friday, 13 September 2013;

“Voluntary Offer Operative Date” the date on which the Voluntary Offer becomes operative and the Voluntary Offer Participants receive the Voluntary Offer Price in respect of the Voluntary Offer Shares, being the first Monday immediately following the Voluntary Offer Record Date or such other date as the JSE may direct;

“Voluntary Offer Participant” Eligible Shareholders who have made the Exit Election and are recorded in the Register at the close of business on the Voluntary Offer Record Date, which Eligible Shareholders will receive the Voluntary Offer Price in exchange for BCX repurchasing their Eligible “A” Shares in respect of which the Exit Election was made;

“Voluntary Offer Price” the cash consideration payable by BCX to Voluntary Offer Participants in respect of the Voluntary Offer, being R0.85 per Voluntary Offer Share;

“Voluntary Offer Record Date” the date on, and time at which, an Eligible Shareholder must be recorded in the Register in order to receive the Voluntary Offer Price should the Voluntary Offer become unconditional, being the close of  business on the first Friday following the Voluntary Offer LDT, or such other date as the JSE may direct; and

“Voluntary Offer Shares” Eligible “A” Shares held by Voluntary Offer Participants on the Voluntary Offer Record Date which Eligible “A” Shares will be acquired by BCX pursuant to the Voluntary Offer.

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BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

DirectorsJR Jenkins* V Olver (Deputy Chief Executive Officer)*J John^ AC Ruiters (Chairman)^NN Kekana† DC Sparrow†M Lehobye^ LN Weitzman (Chief Financial Officer)*LB Mophatlane (Chief Executive Officer)** Executive^ Independent non-executive† Non-executive

CIRCULAR TO BCX SHAREHOLDERS

1. INTRODUCTION

In the Cautionary Announcement published on SENS on 9 May 2013 and the subsequent Detailed Terms Announcement published on SENS on 5 June 2013 and in the South African press on 6 June 2013, Shareholders were advised that BCX is seeking to implement a transaction that will result in the Delisting of the “A” Shares and may result in the Repurchase of the Eligible “A” Shares by BCX from the Eligible Shareholders pursuant to the Delisting Undertaking.

The BEE “A” Shareholders are not eligible for participation in the Repurchase by virtue of the Lock-in Provisions attaching to the BEE “A” Shares. Further details regarding the Lock-in Provisions are set out in paragraph 3. Accordingly, only “A” Shareholders holding the Eligible “A” Shares, namely the Eligible Shareholders, are eligible for participation in the Repurchase.

The Board has resolved to implement the Repurchase through either one of the following mechanisms to be determined by the Eligible Shareholders:

– the Scheme, namely the compulsory repurchase by BCX of the Eligible “A” Shares from Eligible Shareholders pursuant to the Scheme in terms of which BCX will acquire, and the Eligible Shareholders will be obliged to sell, the Eligible “A” Shares at the Scheme Consideration; or

– the Voluntary Offer, namely the voluntary repurchase by BCX of the Eligible “A” Shares from Eligible Shareholders pursuant to a voluntary offer in terms of which BCX offers to acquire the Eligible “A” Shares, and the Eligible Shareholders can elect at their discretion to sell none, all, or a portion of their, Eligible “A” Shares at the Voluntary Offer Price.

The Scheme and the Voluntary Offer are mutually exclusive and the Scheme is subject to approval by the Eligible Shareholders. If Eligible Shareholders therefore approve the Scheme, and the Scheme becomes operative, then the Voluntary Offer will not become operative and the Eligible Shareholders will receive the Scheme Consideration, being R0.95 per Eligible “A” Share. If the Scheme is not approved, and in the event of the Voluntary Offer becoming operative, Eligible Shareholders shall have the option, at their election, to sell none, all, or a portion of their Eligible “A” Shares to BCX for the Voluntary Offer Price, being R0.85 per Eligible “A” Share, prior to the Delisting.

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Should the Scheme become operative, as a consequence thereof the Delisting will be implemented on the basis that the remaining “A” Shares, namely the BEE “A” Shares, will not qualify for a listing on the Exchange by virtue of the BEE “A” Shares not being freely transferable pursuant to the Lock-in Provisions. The Scheme is therefore not conditional upon Shareholders approving the Delisting.

The Repurchase pursuant to the Voluntary Offer is however conditional upon “A” Shareholders approving the Delisting. Therefore, should Shareholders not approve the Scheme, in order for the Repurchase pursuant to the Voluntary Offer to be implemented, Shareholders must approve the Delisting.

Further details of the Delisting, the Repurchase, the Scheme and the Voluntary Offer, as well as the background of and rationale for same, are set out in this Circular.

In addition, BCX is seeking to update its current share incentive scheme through the adoption of the Proposed New Share Incentive Plans, comprising a new Forfeitable Share Plan and a Share Appreciation Right Plan for Qualifying Employees. Further details regarding the Proposed New Share Incentive Plans are set out in paragraph 18 and Annexure X.

2. PURPOSE OF THIS CIRCULAR

The purpose of this Circular is to:

– provide Shareholders with information regarding the Delisting of the “A” Shares from the Exchange;

– provide Shareholders with information regarding the Repurchase, the Scheme and the Voluntary Offer;

– provide Shareholders with the Independent Expert’s report in respect of the Scheme in terms of section 114(3) and regulation 90 of the Companies Act;

– provide Shareholders with the Independent Expert’s report in respect of the Voluntary Offer in terms of paragraph 1.14 of the Listings Requirements;

– provide Shareholders with the Independent Expert’s report in respect of the Repurchase from a director;

– advise Shareholders of the Board’s recommendation in respect of the Scheme and the Voluntary Offer (as supported by the Independent Expert’s report);

– provide Shareholders with information pertaining to the Proposed New Share Incentive Plans and the rationale therefor; and

– convene the Meetings to consider and, if deemed fit, approve (with or without modification) the Resolutions, the Proposed New Share Incentive Plans Resolutions and the Eligible Shareholder Resolution as set out in the Notices.

3. BACKGROUND AND RATIONALE FOR THE DELISTING, REPURCHASE, SCHEME AND VOLUNTARY OFFER

3.1 Issue of the BEE “A” Shares

In September 2010, the “A” Shares, as a separate class of shares, were purposefully created by BCX with the predominant aim of achieving BCX’s BEE initiatives. BCX allotted and issued the BEE “A” Shares, comprising 75 100 000 “A” Shares, to the BEE “A” Shareholders under a notionally funded BEE transaction approved by the Shareholders, full details of which are set out in the circular to Shareholders dated 17 August 2010. The BEE “A” Shares were not listed on the Exchange at the time of implementing the aforementioned BEE transaction and ranked pari passu with the Ordinary Shares in respect of voting rights.

The subscription agreements entered into between BCX and the BEE “A” Shareholders contain the Lock-in Provisions, in terms of which the BEE “A” Shareholders are restricted from disposing of their BEE “A” Shares until 31 August 2015. The Lock-in Provisions resulted in the BEE “A” Shares not being freely transferrable and as a consequence thereof, the BEE “A” Shares did not qualify for a listing on the Exchange. Further information pertaining to the terms of the BEE “A” Shares, including details of the Lock-in Provisions, were incorporated in and are set out in the MOI.

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3.2 Issue of the Eligible “A” Shares

In March 2011, BCX concluded the UCS Transaction in terms of which BCX acquired the shares of and claims in certain of the underlying subsidiaries of UCS in exchange for BCX issuing 101 243 118 Ordinary Shares and the Eligible “A” Shares (namely 25 033 334 “A” Shares) to UCS, which UCS subsequently unbundled to its shareholders. UCS subsequently delisted from the Exchange on 25 October 2011 following the UCS Transaction.

The “A” Shares were created at a time when the UCS Transaction was not envisaged, and although the Eligible “A” Shares conflicted with the original purpose of the “A” Shares, it was necessary to issue the Eligible “A” Shares in order to conclude the UCS Transaction.

3.3 The Delisting Undertaking

At the time of the UCS Transaction, the JSE approved the issue of the Eligible “A” Shares and the listing of the Eligible “A” Shares on the Exchange subject to all of the “A” Shares, as a class in issue, including the BEE “A” Shares, being listed on the Exchange. The rationale for the listing of the Eligible “A” Shares was to facilitate the unbundling of the Eligible “A” Shares by UCS to its shareholders.

However, this approval from the JSE was conditional upon BCX subsequently making an offer to repurchase the Eligible “A” Shares and delisting all of the “A” Shares from the Exchange in terms of the Delisting Undertaking.

3.4 Initial Scheme

Pursuant to the Delisting Undertaking, in August 2011 BCX proposed the Initial Scheme in terms of which BCX would repurchase the Eligible “A” Shares by way of a scheme of arrangement in terms of sections 114(1)(c) and (e) of the Companies Act and, if the aforesaid scheme of arrangement became operative, the “A” Shares would have been delisted from the Exchange. Under the terms of the Initial Scheme, BCX would repurchase the Eligible “A” Shares for a cash consideration of R0.75 per Eligible “A” Share.

However, Shareholders voted against the requisite resolutions pertaining to the Initial Scheme and the Delisting Undertaking was, as a consequence, not fulfilled.

3.5 The Delisting

Subsequent to the Initial Scheme, the JSE has instructed BCX to proceed with the Delisting in accordance with the Delisting Undertaking. Accordingly, the Board has proposed the Delisting of the “A” Shares from the Exchange pursuant to paragraphs 1.13 to 1.16 of the Listings Requirements. The nature of BCX’s business will not change as a result of the Delisting.

3.6 The Repurchase, Scheme and Voluntary Offer

As required by the Listings Requirements, the “A” Shareholders must, prior to or at the time of the Delisting, receive an offer for their “A” Shares, which offer must be fair and confirmed as such by the Independent Expert. However, the BEE “A” Shareholders are precluded from participating in such an offer by virtue of the Lock-in Provisions.

Accordingly, the Board has resolved to implement the Repurchase, in terms of which BCX will offer to repurchase the Eligible “A” Shares from the Eligible Shareholders. The Repurchase is aimed exclusively at the Eligible Shareholders and BCX’s preference is to acquire all of the Eligible “A” Shares to ensure that the “A” Shares that remain in issue predominantly reflect BCX’s BEE initiatives, in terms of the original purpose and intention for the “A” Shares.

In order to implement a compulsory acquisition of all the Eligible “A” Shares from Eligible Shareholders, Eligible Shareholders will have to pass a special resolution to approve the Scheme in terms of which BCX can compulsorily acquire all of the Eligible “A” Shares from the Eligible Shareholders in consideration for the Scheme Consideration. However, a relatively small number of Eligible Shareholders would be able to prevent the implementation of the Scheme.

As stipulated above, in order for BCX to implement the Delisting, the Eligible Shareholders must receive an unconditional offer in compliance with the Listings Requirements. It is therefore not practical for BCX to only implement a compulsory acquisition of the Eligible “A” Shares through the Scheme.

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The Board has therefore resolved to provide Eligible Shareholders with the following choice:

– to individually sell their Eligible “A” Shares to BCX in terms of a voluntary disposal by each Eligible Shareholder of its Eligible “A” Shares, pursuant to the Voluntary Offer; or

– to agree to sell their Eligible “A” Shares to BCX through a compulsory disposal and acquisition by BCX of all the Eligible “A” Shares pursuant to the Scheme.

The Voluntary Offer and the Scheme are mutually exclusive. If Eligible Shareholders therefore approve the Scheme, then the Voluntary Offer will not become operative. If the Scheme is not approved, then the Voluntary Offer will become operative, the effect of which is set out in paragraph 17 of this Circular.

By virtue of making the Voluntary Offer, BCX will comply with the Listings Requirements and be able to proceed with the Delisting pursuant to the Delisting Undertaking. Furthermore, in the event that Eligible Shareholders approve the Scheme, BCX will be able to achieve its objective of acquiring all the Eligible “A” Shares and thereby ensuring that the “A” Shares that remain in issue predominately reflect BCX’s BEE initiatives, in terms of its original purpose and intention.

If the Scheme does not become operative, the Delisting may not meet certain Eligible Shareholders’ investment objectives and these Eligible Shareholders are therefore provided an opportunity to dispose of their Eligible “A” Shares in terms of the Voluntary Offer prior to the Delisting by making the Exit Election.

The Repurchase, Scheme or Voluntary Offer will not have an effect on the control of the Company.

3.7 Pricing of the Scheme Consideration and Voluntary Offer Price

In line with BCX’s objective of acquiring all of the Eligible “A” Shares and in order to encourage Eligible Shareholders to approve the Scheme, the Scheme Consideration, being R0.95 per Eligible “A” Share, will be extended to Eligible Shareholders at a premium of 10 cents to the Voluntary Offer Price of R0.85 per Eligible “A” Share.

4. AUTHORITY TO IMPLEMENT THE DELISTING, REPURCHASE, SCHEME, VOLUNTARY OFFER AND THE PROPOSED NEW SHARE INCENTIVE PLANSAt the Meetings, the following resolutions will be proposed to Shareholders:

– an ordinary resolution in terms of paragraph 1.14 of the Listings Requirements to authorise the Delisting (”A” Shareholders to vote on this resolution);

– an ordinary resolution (requiring a 75% majority of the votes cast in favour of such resolution) in terms of Schedule 14.1 of the Listings Requirements to adopt the Proposed New Share Incentive Plans;

– an ordinary resolution authorising any Director or the Company secretary to do all such things necessary to implement the Resolutions , Eligible Shareholder Resolution and Proposed New Share Incentive Plans Resolutions;

– a special resolution in terms of paragraph 5.69(b) of the Listings Requirements, to authorise the Repurchase of the Eligible “A” Shares by BCX (all Shareholders to vote on this resolution save for the Eligible Shareholders who are precluded from voting on this resolution by virtue of their participation in terms of the Listings Requirements);

– a special resolution in terms of section 48(8) read with sections 114 and 115 of the Companies Act, to authorise the Repurchase of the Eligible “A” Shares by BCX in terms of the Companies Act (all Shareholders, including the Eligible “A” Shares held by DC Sparrow (Director) vote on this resolution);

– a special resolution in terms of sections 44 and 45 of the Companies Act to authorise the Company to provide financial assistance to Directors who are participants in the Proposed New Share Incentive Plans;

– a special resolution in terms of section 41 of the Companies Act to authorise the issuing of shares in terms of the Proposed New Share Incentive Plans; and

– a special resolution in terms of section 115 of the Companies Act, in order to approve and obtain authority to implement the Scheme, from the Eligible Shareholders (only Eligible Shareholders to vote on this resolution).

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5. TERMS OF THE DELISTING

5.1 The Board proposes the Delisting in compliance with the Delisting Undertaking.

5.2 In terms of the Delisting, the “A” Shares will be delisted from the Exchange.

5.3 If the Delisting is implemented pursuant to the Voluntary Offer being made, all the “A” Shares will be delisted from the Exchange. Accordingly, Eligible “A” Shares held by the Eligible Shareholders for which the Exit Election was not made will continue to be held by such Eligible Shareholders following the Delisting. The Repurchase pursuant to the Voluntary Offer is conditional upon the Delisting being approved by the “A” Shareholders.

5.4 If the Scheme becomes operative, the Delisting will be implemented as a consequence thereof by virtue of the remaining “A” Shares, namely the BEE “A” Shares, not qualifying for a listing pursuant to the Lock-in Provisions.

6. CONDITIONS PRECEDENT TO THE DELISTING

6.1 The Delisting is subject to the fulfilment of the either the following conditions, whichever are applicable in the circumstance:

6.1.1 the Scheme being approved by the Eligible Shareholders and becoming operative; or

6.1.2 in the event of the Scheme not being approved by the Eligible Shareholders and not becoming operative, the Delisting will be conditional upon the approval of the Delisting from more than 50% of the votes of all “A” Shareholders, (excluding “A” Shareholders contemplated in paragraph 1.15 of the Listings Requirements), present in person or represented by proxy, at the General Meeting, and once the Delisting is approved, the “A” Shares will be delisted as the Voluntary Offer has already been made through the Repurchase.

6.2 For the avoidance of doubt with reference to paragraph 6.1.2 above, there are no “A” Shareholders contemplated in paragraph 1.15 of the Listings Requirements, namely controlling shareholders, as at the Last Practicable Date. Therefore, as at the Last Practicable Date, all “A” Shareholders are permitted to vote on the Delisting at the General Meeting.

7. TERMS OF THE SCHEME

7.1 In terms of the Scheme, BCX will repurchase the Scheme Shares from the Scheme Participants for the Scheme Consideration.

7.2 If the Scheme becomes operative:

7.2.1 the Scheme Participants shall dispose of their Scheme Shares, free of encumbrances, to BCX on the Scheme Operative Date in exchange for the Scheme Consideration and BCX will repurchase all the Scheme Shares as of the Scheme Operative Date;

7.2.2 the disposal and transfer by each Scheme Participant of their Scheme Shares to BCX and the acquisition of those Scheme Shares by BCX, pursuant to the provisions of the Scheme, shall be effected on the Scheme Operative Date;

7.2.3 each Scheme Participant shall be deemed to have transferred to BCX, on the Scheme Operative Date, all of their Scheme Shares, without any further act or instrument being required;

7.2.4 Scheme Participants shall be entitled to receive the Scheme Consideration, subject to the remaining provisions of this paragraph 7.2;

7.2.5 in terms of the Scheme, each Scheme Participant irrevocably and in rem suam authorises BCX, as agent, with full power of substitution, to cause the Scheme Shares disposed of by the Scheme Participant in terms of the Scheme to be transferred to BCX on the Scheme Operative Date, and to do all such things and take all such steps (including the signing of any transfer form) as may be necessary or expedient in order to effect the transfer;

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7.2.6 the Scheme Consideration shall be paid, 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 BCX may otherwise be, or claim to be, entitled against any Scheme Participant, unless otherwise agreed to between BCX and the Scheme Participant;

7.2.7 the rights of the Scheme Participants to receive the Scheme Consideration will be rights enforceable by Scheme Participants against BCX only;

7.2.8 the effect of the Scheme will be, inter alia, that BCX will, with effect from the Scheme Operative Date, repurchase all the Scheme Shares which shall be cancelled and shall thereafter have the same status as “A” Shares that have been authorised and not issued. None of the Scheme Shares will be transferred to any other person; and

7.2.9 as a consequence of the Scheme, the Delisting will be implemented automatically by virtue of the remaining “A” Shares, namely the BEE “A” Shares, not being freely transferrable and therefore not qualifying for a listing on the Exchange.

7.3 BCX and the Independent Board undertakes that, upon the Scheme becoming operative, they will give effect to the terms and conditions of the Scheme and will take all actions and sign all documents necessary to give effect to the Scheme.

8. SCHEME CONSIDERATION

8.1 In terms of the Scheme, BCX will repurchase the Scheme Shares from the Scheme Participants at a price of R0.95 per Scheme Share, to be settled in cash.

8.2 The Scheme Consideration represents a 46.15% premium over the volume weighted average price of the “A” Shares traded on the Exchange during the 30 trading days up to the date prior to the Cautionary Announcement.

9. SETTLEMENT OF THE SCHEME CONSIDERATION

9.1 Subject to paragraphs 9.3 and 9.5 below, if the Scheme becomes operative, the Scheme Participants will be entitled to receive the Scheme Consideration.

9.2 The Scheme Consideration will be settled by BCX from its internal cash resources.

9.3 Settlement of the Scheme Consideration is subject to the Exchange Control Regulations, salient  provisions of which are set out in Annexure V to this Circular.

9.4 BCX will administer and effect payments of the Scheme Consideration to Scheme Participants.

9.5 If the Scheme becomes operative:

9.5.1 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 Scheme Operative Date, or in the case of Dissenting Shareholders who subsequently become Scheme Participants as envisaged in paragraph 9.5.2 below, on the date contemplated in paragraph 12.5.2 below; and

9.5.2 Certificated Eligible Shareholders who become Scheme Participants:

9.5.2.1 who have submitted their Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary on or before 12:00 on the Scheme Record Date, will have the Scheme Consideration posted to them by cheque, at their risk, on the Scheme Operative Date, unless they have elected to receive the Scheme Consideration by way of an EFT by completing the relevant sections of the Form of Surrender (pink), in which case the Scheme Consideration will be paid into the designated bank account on the Scheme Operative Date;

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9.5.2.2 who submit their Documents of Title and completed Form of Surrender (pink) after 12:00 on the Scheme Record Date, will have the Scheme Consideration posted to them by cheque, at their risk, or paid to them by way of EFT (if this option was elected on the Form of Surrender (pink)), within five Business Days of the Transfer Secretary receiving their Documents of Title and completed Form of Surrender (pink), unless such Scheme Participants were Dissenting Shareholders who have subsequently become Scheme Participants as envisaged in paragraph 12.5.2 below, in which case such Scheme Participants will still need to submit their Documents of Title, together with completed Forms of Surrender (pink) to the Transfer Secretary and payment of the Scheme Consideration will only be posted to such Scheme Participants, at their risk, or paid to them by way of EFT (if this option was elected on the Form of Surrender (pink)) on the date set out in paragraph 12.5.2 below; or

9.5.2.3 in the event that a Scheme Participant who holds Certificated Shares fails to submit their Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary or in respect of a Dissenting Shareholder who subsequently becomes a Scheme Participant as envisaged in paragraph 12.5.2 below, the Scheme Consideration payable to such Scheme Participant will be held in trust by BCX (or any third party nominated by it for this purpose) for the benefit of the Scheme Participants concerned until lawfully claimed by such Scheme Participants.

10. CONDITIONS PRECEDENT TO THE SCHEME

The Scheme is subject to the fulfilment of the following Scheme Conditions Precedent by no later than 17:00 on Friday, 13 September 2013 or such later date as BCX may in its sole discretion determine (and subject to approval from the Takeover Panel):

10.1 the approval of Special Resolution 1 and Special Resolution 2 detailed in the Notice of General Meeting;

10.2 the approval of Ordinary Resolution 1 and Special Resolution 1 detailed in the Notice of Eligible Shareholder General Meeting by the requisite majority of Eligible Shareholders at the Eligible Shareholder General Meeting as contemplated in section 115(2)(a) of the Companies Act and, in the event of the provisions of section 115(2)(c) becoming applicable:

10.2.1 the approval of the Scheme by the High Court of South Africa; and

10.2.2 if applicable, BCX not treating the aforesaid resolution as a nullity as contemplated in section  115(5)(b) of the Companies Act;

10.3 the receipt of unconditional approvals, consents or waivers from all applicable regulatory authorities as may be required in order to implement the Scheme (including the compliance certificate to be issued by the Takeover Panel for purposes of the Scheme) or, to the extent that any such approvals, consents or waivers are subject to conditions, such conditions being accepted by BCX ; and

10.4 with regards to Shareholders exercising their Appraisal Rights, either:

10.4.1 Shareholders give notice objecting to the Scheme or the Repurchase as contemplated in section 164(3) of the Companies Act and vote against the Eligible Shareholder Resolutions at the Eligible Shareholder General Meeting or Special Resolution 2 detailed in the Notice of General Meeting at the General Meeting, in respect of no more than 1% of all of the Shares; or

10.4.2 if Shareholders do give notice objecting to the Scheme or Repurchase and vote against the Eligible Shareholder Resolutions proposed at the Eligible Shareholder General Meeting or Special Resolution 2 detailed in the Notice of General Meeting at the General Meeting, in respect of more than 1% of all the Shares, within 30 (thirty) Business Days following the Meetings, Shareholders have not exercised Appraisal Rights, by giving valid demands in terms of sections 164(5) to 164(8) of the Companies Act, in respect of more than 1% of all the Shares.

The Scheme Condition Precedent stipulated in paragraph 10.4 above may be waived at BCX’s election.

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11. EFFECTS OF THE SCHEME

11.1 If all the Scheme Conditions Precedent, as set out in paragraph 10, are fulfilled or waived, as the case may be, and the Scheme becomes operative:

11.1.1 Scheme Participants shall be obliged, with effect from the Scheme Operative Date, to dispose of their Scheme Shares to BCX, and BCX shall be obliged to repurchase all of the Scheme Shares in exchange for payment of the Scheme Consideration, and the Scheme Participants shall no longer be “A” Shareholders;

11.1.2 Scheme Participants irrevocably authorise and instruct BCX, in rem suam, as agent and with full power of substitution, to cause the Scheme Shares to be transferred to BCX on or at any time after the Scheme Operative Date and to take all such steps and sign all such documents as may be necessary to procure such transfer and registration;

11.1.3 Scheme Participants instruct BCX as agent to procure that the Scheme Consideration is paid to the Scheme Participants in accordance with the provisions of the Scheme; and

11.1.4 the Delisting will be implemented as a consequence thereof.

11.2 The effect of the Scheme will be that BCX will, with effect from the Scheme Operative Date, repurchase all the Scheme Shares, which Scheme Shares shall be cancelled and shall thereafter have the same status as “A” Shares that have been authorised and not issued.

12. DISSENTING SHAREHOLDERS

12.1 Shareholders are hereby advised of their Appraisal Rights in terms of section 164 of the Companies Act.

12.2 In terms of section 164(2)(b) of the Companies Act, Shareholders are entitled to the Appraisal Rights provided for in section 164 of the Companies Act. Shareholders who wish to exercise their rights in terms of the aforementioned section of the Companies Act are required, before the Resolutions or Eligible Shareholder Resolutions to approve the Repurchase in terms of section 48 of the Companies Act and the Scheme is voted on at the Meetings, to give notice to BCX in writing objecting to the aforesaid Resolutions or Eligible Shareholder Resolutions under section 164(3) of the Companies Act and to vote against the Repurchase and Scheme at the Meetings.

12.3 A copy of section 164 of the Companies Act (which sets out the Appraisal Rights) is included in Annexure VI to this Circular.

12.4 Any Dissenting Shareholder that, pursuant to the exercise of its Appraisal Rights, has accepted an Appraisal Rights Offer and/or transferred Eligible “A” Shares to BCX pursuant to section 164(13) or section 164(15)(c)(v) of the Companies Act shall not participate in the Scheme.

12.5 In the event that any of the circumstances contemplated in section 164(9) of the Companies Act occurs and a Dissenting Shareholder has not exercised its rights in terms of section 164(14) of the Companies Act:

12.5.1 on or prior to the Scheme Record Date, then a Eligible Shareholder who was, up until that time, a Dissenting Shareholder will be a Scheme Participant and be subject to the provisions of the Scheme; and

12.5.2 after the Scheme Record Date, then an Eligible Shareholder who was, up until that time, a Dissenting Shareholder be deemed to have been a Scheme Participant as at the Scheme Operative Date and be deemed to have transferred its Scheme Shares to BCX, provided that settlement of the Scheme Consideration shall take place on the later of: (i) the Scheme Operative Date; (ii) the date which is five Business Days after that Dissenting Shareholder so withdrew its demand or allowed the Company’s offer to lapse, as the case may be, without exercising its rights in terms of section 164(14); and (iii) if that Dissenting Shareholder is a Certificated Eligible Shareholder, the date which is five Business Days after that Dissenting Shareholder shall have submitted its Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary.

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12.6 For the sake of clarity, except where expressly provided otherwise, all provisions applicable to other Scheme Participants shall apply equally to any Dissenting Shareholder who becomes a Scheme Participant as a result of his rights to Eligible “A” Shares being reinstated in terms of section 164(10) of the Companies Act, or pursuant to a final court order.

13. TERMS OF THE VOLUNTARY OFFER

13.1 In terms of the Voluntary Offer, Eligible Shareholders shall, in their own discretion, be entitled to elect, in whole or in part, whether or not to accept the Voluntary Offer.

13.2 Eligible Shareholders are therefore able, for example, to sell none, all or a portion of their Eligible “A” Shares to BCX and thereafter to continue holding their remaining Eligible “A” Shares following the Delisting.

13.3 Accordingly, the Eligible Shareholders can make either one of the following elections in respect of the Voluntary Offer:

13.3.1 elect the Exit Election in full, further to which BCX will repurchase all the Eligible “A” Shares held by Eligible Shareholders making such election;

13.3.2 elect the Exit Election in respect of some of their “A” Shares, further to which BCX will repurchase those Eligible “A” Shares tendered in terms of the Exit Election while the remaining Eligible “A” Shares not tendered will continue to be held by the Eligible Shareholders making such election, will not be repurchased and will be delisted from the Exchange following the Delisting; or

13.3.3 elect the Continuation Election in full, further to which BCX will not repurchase any of the Eligible “A” Shares from the Eligible Shareholders making such election and such Eligible “A” Shares and will be delisted from the Exchange following the Delisting.

13.4 Eligible Shareholders who elect the Exit Election will receive the Voluntary Offer Price of R0.85 per Voluntary Offer Share on the Voluntary Offer Operative Date.

13.5 Eligible Shareholders who do not make the Exit Election will not receive the Voluntary Offer Price in respect of such Eligible “A” Shares so elected and will continue to hold such Eligible “A” Shares in an unlisted environment upon implementation of the Delisting.

13.6 If the Voluntary Offer becomes operative and Eligible Shareholders fail to surrender their Documents of Title and completed Form of Election (blue), in respect of such Eligible “A” Shares for which they have made the Exit Election, prior to 12:00 on the Voluntary Offer Record Date, such Eligible Shareholders will be deemed to have made the Continuation Election in respect of all their Eligible “A” Shares.

14. THE VOLUNTARY OFFER PRICE

14.1 In terms of the Voluntary Offer, BCX will repurchase the Voluntary Offer Shares from the Voluntary Offer Participants, in respect of which the Exit Election is made, at a price of R0.85 per Voluntary Offer Share, to be settled in cash.

14.2 The Voluntary Offer Price represents a 30.77% premium over the volume weighted average price of the “A” Shares traded on the Exchange during the 30 trading days up to the date prior to the Cautionary Announcement.

14.3 The Voluntary Offer Price will be settled by BCX from its internal cash resources.

15. SETTLEMENT OF THE VOLUNTARY OFFER PRICE

15.1 Subject to paragraphs 15.2 and 15.4 below, if the Voluntary Offer becomes operative, the Voluntary Offer Participants will be entitled to receive the Voluntary Offer Price.

15.2 Settlement of the Voluntary Offer Price is subject to the Exchange Control Regulations, salient  provisions of which are set out in Annexure V to this Circular.

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15.3 BCX will administer and effect payments of the Voluntary Offer Price to the Voluntary Offer Participants.

15.4 If the Voluntary Offer becomes operative:

15.4.1 Dematerialised Shareholders who become Voluntary Offer Participants will have their account at their CSDP or Broker credited with the Voluntary Offer Price and debited with the Voluntary Offer Shares on the Voluntary Offer Operative Date; and

15.4.2 Certificated Eligible Shareholders who have submitted their Documents of Title and completed Form of Election (blue) to the Transfer Secretary on or before 12:00 on the Voluntary Offer Record Date, will have the Voluntary Offer Price posted to them by cheque, at their risk, on the Voluntary Offer Operative Date, unless they have elected to receive the Voluntary Offer Price by way of an EFT by completing the relevant sections of the Form of Election (blue), in which case the Voluntary Offer Price will be paid into the designated bank account on the Voluntary Offer Operative Date; or

15.4.3 if the Voluntary Offer becomes operative and you fail to surrender your Documents of Title and completed Form of Election (blue) in respect of such Eligible “A” Shares for which you have made the Exit Election prior to 12:00 on the Voluntary Offer Record Date, you will be deemed to have made the Continuation Election in respect of all your Eligible “A” Shares.

16. CONDITIONS PRECEDENT TO THE REPURCHASE PURSUANT TO THE VOLUNTARY OFFER

16.1 The Repurchase pursuant to the Voluntary Offer is subject to the fulfilment of the following Voluntary Offer Conditions Precedent by no later than 17:00 on Friday, 30 August 2013 or such later date as BCX may in its sole discretion determine:

16.1.1 the approval of Ordinary Resolution 1, Special Resolution 1, Special Resolution 2 detailed in  the Notice of General Meeting at the General Meeting; and

16.1.2 the Scheme not becoming operative in accordance with its terms and conditions.

17. EFFECTS OF THE REPURCHASE PURSUANT TO THE VOLUNTARY OFFER

17.1 If all the Voluntary Offer Conditions Precedent, as set out in paragraph 16, are fulfilled or waived, as the case may be, and the Repurchase pursuant to the Voluntary Offer is implemented:

17.1.1 Voluntary Offer Participants who have made the Exit Election shall be obliged, with effect from the Voluntary Offer Operative Date, to dispose of their Voluntary Offer Shares to BCX, and BCX shall be obliged to repurchase such Voluntary Offer Shares in exchange for payment of the Voluntary Offer Price in terms of the Repurchase, and the Voluntary Offer Participants shall no longer be “A” Shareholders;

17.1.2 Voluntary Offer Participants irrevocably authorise and instruct BCX, in rem suam, as agent and with full power of substitution, to cause the Voluntary Offer Shares to be transferred to BCX on or at any time after the Voluntary Offer Operative Date and to take all such steps and sign all such documents as may be necessary to procure such transfer and registration; and

17.1.3 Voluntary Offer Participants instruct BCX as agent to procure that the Voluntary Offer Price is paid to the Voluntary Offer Participants in accordance with the provisions of the Voluntary Offer.

17.2 The effect of the Voluntary Offer will be that BCX will, with effect from the Voluntary Offer Operative Date, repurchase all the Voluntary Offer Shares from the Voluntary Offer Participants who have made the Exit Election, which Voluntary Offer Shares shall be cancelled and shall thereafter have the same status as “A” Shares that have been authorised and not issued.

17.3 Voluntary Offer Participants who have made the Continuation Election will not have their Eligible “A” Shares repurchased and will not receive the Voluntary Offer Price per Eligible “A” Share. The Remaining Eligible Shareholders will be entitled to remain shareholders of their unlisted “A” Shares.

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18. THE PROPOSED NEW SHARE INCENTIVE PLANS

18.1 In line with local and global best practice, BCX intends to adopt two new share plans, namely a Forfeitable Share Plan and a Share Appreciation Right Plan for executive Directors and senior management. Non-executive Directors of the Company are not eligible to participate in the Proposed New Share Incentive Plans.

18.2 The rationale behind the adoption of the Proposed New Share Incentive Plans is to align the interests of Qualifying Employees more closely with that of Shareholders, with performance vesting conditions governing the vesting of a significant majority of the awards.

18.3 On adoption of the Proposed New Share Incentive Plans, no further awards will be made to executive Directors or senior management under the Business Connexion (2009) Executive Share Option Scheme.

18.4 The Proposed New Share Incentive Plans will constitute a share incentive scheme as contemplated in Schedule 14 of the Listings Requirements. Accordingly, the adoption of the Proposed New Share Incentive Plans is subject to approval by Shareholders by ordinary resolution (requiring a 75% majority of the votes cast in favour of such resolution by all Shareholders present or presented by proxy at the General Meeting).

18.5 The salient features of the Proposed New Share Incentive Plans are set out in Annexure X to this Circular.

19. PRO FORMA FINANCIAL EFFECTS

The table below sets out the Financial Effects of the Repurchase in terms of the Scheme and Voluntary Offer prepared by the Board. The Financial Effects have been prepared for illustrative purposes only, in order to provide information about how the Scheme and Voluntary Offer might have affected Shareholders had either the Scheme or Voluntary Offer been implemented on the dates indicated in the notes below. For the purposes of illustrating the Financial Effects of the Voluntary Offer, the table below assumes full (i.e. 100%) acceptances of the Voluntary Offer by Eligible Shareholders.

The Financial Effects have been prepared using accounting policies that comply with IFRS and are consistent with those applied in the Interim Results.

Due to their nature, the Financial Effects may not fairly present the financial position or the effect on earnings of BCX after the implementation of the Scheme or Voluntary Offer. The preparation of the Financial Effects is the responsibility of the Directors of BCX.

The pro forma figures have been given no greater prominence than unadjusted financial figures, are presented in a manner consistent with both the format and accounting policies adopted in the historical financial information and adjustments have been quantified on the same basis as would normally be calculated in preparing financial statements.

Scheme at R0.95 per Eligible “A” Share

Interim Results 1

(Before)Adjustments

2, 3, 5, 6, 7, 8

Pro forma Interim Results

(After)

Percentage change

(%)

NAV per Ordinary Share (cents) 521.6 (2.5) 519.1 0.48NTAV per Ordinary Share (cents) 319.3 (2.5) 316.8 0.78HEPS (cents) 19.1 (2.5) 16.6 13.09Diluted HEPS (cents) 19.0 (2.5) 16.5 13.16Basic EPS (cents) 19.6 (2.5) 17.1 12.76Diluted basic EPS (cents) 19.5 (2.5) 17.0 12.82

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Voluntary Offer at R0.85 per Eligible “A” Share

Interim Results 1

(Before)Adjustments

2, 4, 5, 6, 7, 9

Pro forma Interim Results

(After)

Percentage change

(%)

NAV per Ordinary Share (cents) 521.6 (1.8) 519.8 0.34NTAV per Ordinary Share (cents) 319.3 (1.8) 317.5 0.56HEPS (cents) 19.1 (1.8) 17.3 9.42Diluted HEPS (cents) 19.0 (1.8) 17.2 9.47Basic EPS (cents) 19.6 (1.8) 17.8 9.18Diluted basic EPS (cents) 19.5 (1.8) 17.7 9.23

Weighted average number of Ordinary Shares (’000) 400 446 400 446Diluted weighted average number of Ordinary Shares (’000) 402 660 402 660

Notes relating to both tables above (i.e. the Financial Effects for the Scheme and the Voluntary Offer):

1. The financial information, in the before column, has been based on the Interim Results for the six months ended 28 February 2013.

2. On the assumption that the Scheme or Voluntary Offer becomes operative on 1 September 2012 for statement of comprehensive income and 28 February 2013 for statement of financial position purposes.

3. If the Scheme becomes operative, Eligible “A” Shares are bought back at R0.95 per Eligible “A” Share.

4. Based on the assumption that if the Voluntary Offer is implemented in full, no Continuation Elections are received (i.e. all Eligible “A” Shares are repurchased by BCX at R0.85 per Eligible “A” Share).

5 Transaction costs of R2.5 million have been expensed. The transaction costs will have no continuing effect on the Company.

6. The BEE “A” Shares are legally issued but are not taken into account for accounting purposes as the substance of the “A” Shares is that BCX has granted a share option which is accounted for as an equity-settled share-based payment in terms of IFRS 2 (Share-based Payment), i.e. they are still held by BCX pending their transfer to the participants in the “A” Share transaction at 31 August 2015 upon expiry of the Lock-in Provisions.

7. The Eligible “A” Shares are treated as a liability for accounting purposes.

8. A revaluation loss of R7.26 million on the Eligible “A” Shares liability has been accounted for in the statement of comprehensive income and statement of financial position. This represents the difference between the carrying value of the liability at R0.66 per Eligible “A” Share and the Scheme Consideration of R0.95 per Eligible “A” Share.

9. A revaluation loss of R4.76 million on the Eligible “A” Shares liability has been accounted for in the statement of comprehensive income and statement of financial position. This represents the difference between the carrying value of the liability at R0.66 per Eligible “A” Share and the Voluntary Offer Price of R0.85 per Eligible “A” Share.

10 The settlement of the Scheme Consideration or Voluntary Offer Price will be through cash.

The full pro forma consolidated statement of comprehensive income and statement of financial position and further notes on the Financial Effects are set out in Annexure IV to this Circular which should be read along with the reasonable assurance report of the Independent Reporting Accountant set out in Annexure III of this Circular.

20. HISTORICAL FINANCIAL INFORMATION

Extracts of the consolidated audited results of BCX for the years ended 31 August 2010, 2011 and 2012 are set out in Annexure VIII to this Circular.

The Interim Results are set out in Annexure IX to this Circular.

21. ADEQUACY OF CAPITAL AND SOLVENCY AND LIQUIDITY TEST

The Directors have considered the effect of implementing either the Scheme or Voluntary Offer on BCX’s working capital requirements and are of the opinion that:

21.1 the Company and the Group will be able in the ordinary course of business to pay their debts for  a period of 12 months after the date of approval of this Circular;

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21.2 assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the approval of this Circular. 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 which comply with the Companies Act;

21.3 share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of this Circular; and

21.4 working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of this Circular.

It is further recorded that:

21.5 in terms of section 46(1)(a)(ii) of the Companies Act and the Listings Requirements, the Board has authorised the Repurchase (to be implemented by way of the Scheme or Voluntary Offer) by way of a resolution;

21.6 in terms of section 46(1)(b) of the Companies Act, the Board is satisfied that it reasonably appears that the Company will satisfy the solvency and liquidity test as set out in section 4 of the Companies Act, immediately after completing the Repurchase of the Eligible “A” Shares pursuant to the Scheme or Voluntary Offer; and

21.7 in terms of section 46(1)(c) of the Companies Act, the Board has by resolution, acknowledged that they have applied the solvency and liquidity test, as set out in section 4 of the Companies Act, and reasonably concluded that the Group will satisfy the solvency and liquidity test immediately after completing the Repurchase of the Eligible “A” Shares pursuant to the Scheme or Voluntary Offer.

Since the test was done, there have been no material changes to the financial position of the Company.

22. SHARE CAPITAL OF THE COMPANY

The authorised and issued share capital of BCX before and after the Repurchase is set out below:

Authorised share capital R’000

847 457 627 Ordinary Shares of 0.59 cents each 5 000150 000 000 “A” Shares of 0.59 cents each 885

Issued share capital prior to the Repurchase404 972 468 Ordinary Shares of 0.59 cents each 2 389100 133 334 “A” Shares of 0.59 cents each 591

Issued share capital post the Repurchase404 972 468 Ordinary Shares of 0.59 cents each 2 38975 100 000 “A” Shares of 0.59 cents each* 44387 616 667 “A” Shares of 0.59 cents each** 517

Share Premium account as at Last Practicable Date 1 1274 307 151 treasury shares held on the Last Practicable Date

* Assuming the Scheme is implemented or 100% acceptance by Eligible Shareholders of the Voluntary Offer.

** Assuming 50% acceptance by Eligible Shareholders of the Voluntary Offer.

23. MAJOR SHAREHOLDERS

Insofar as is known to the Board, the following Shareholders (excluding Directors and management) beneficially held, directly or indirectly, an interest of 5% or more of the Ordinary Shares, as at 31 May 2013:

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Ordinary SharesNumber of

Shares

Percentage of

shareholding (%) 1

Investec Asset Management 3 56 934 987 14.06Allan Gray Investment Council 3 56 291 273 13.90Gadlex 2 38 600 000 9.53Old Mutual Asset Managers 3 32 833 686 8.11Mazi Capital (Pty) Limited 2 27 787 812 6.86Coronation Asset Management (Pty) Limited 3 25 920 836 6.40

Total 238 368 594 58.86

Notes:

1. Based on 404 972 468 Ordinary Shares in issue on the Last Practicable Date.

2. Held directly.

3. Held in various funds.

Insofar as is known to the Board, the following Shareholders (excluding Directors and management) beneficially held, directly or indirectly, an interest of 5% or more of the BEE “A” Shares, as at 31 May 2013:

BEE “A” Shares

Number of BEE “A” Shares

Percentageshareholding

of BEE “A”Shares (%) 1

BCG Management “A” Share Trust 2 37 900 000 50.47Gadlex Holdings 3 18 200 000 24.23Freewheel Trade and Investment 36 (Pty) Limited 3 3 800 000 5.06YWCA Dube Charitable Trust 3 3 800 000 5.06

Total 63 700 000 84.82

Notes:

1. Based on 75 100 000 BEE “A” Shares in issue on the Last Practicable Date.

2. Held on behalf of participants in the BCG Management “A” Share Trust.

3. Held directly.

Insofar as is known to the Board, the following Shareholders (excluding Directors and management) beneficially held, directly or indirectly, an interest of 5% or more of the Eligible “A” Shares, as at 31 May 2013:

Eligible “A” Shares

Number of Eligible “A”

Shares

Percentageshareholding

of Eligible “A”Shares (%) 1

Steyn Capital and associates 2 7 636 706 30.51John Bright and associates 3 3 564 548 14.24Duncan Cole and associates 3 3 130 692 12.51Tactical Software Systems (Pty) Limited 3 2 291 900 9.15

Total 16 623 846 66.41

Notes:

1. Based on 25 033 334 Eligible “A” Shares in issue on the Last Practicable Date.

2. Held on behalf of investors.

3. Held directly.

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24. IRREVOCABLE UNDERTAKINGS

The parties in the table below have provided the Irrevocable Undertakings to vote the stated number of Shares in favour of the Resolutions and/or the Eligible Shareholder Resolution.

Party

Ordinary Sharessubject to the

IrrevocableUndertaking

Eligible “A” Sharessubject to the

IrrevocableUndertaking

BEE “A” Sharessubject to the

IrrevocableUndertaking

Steyn Capital nil 7 636 706 nil

Total 7 636 706

Dealings in “A” Shares for the period beginning six months before the Offer Period and ending on the Last Practicable Date by parties who have provided Irrevocable Undertakings are provided in Annexure VII to this Circular.

25. DIRECTORS AND MANAGEMENT OF BCX

Details of the Directors and senior management of BCX and its subsidiaries are set out in Annexure II to this Circular.

26. DIRECTORS’ INTERESTS IN SHARES

As at the Last Practicable Date, Directors held the following interests in Ordinary Shares and “A” Shares:

DirectorDirect

BeneficialIndirect

BeneficialHeld by

Associates Total

Percentage of issuedOrdinary

Share capital (%)

Ordinary SharesLB Mophatlane1 200 000 200 000 0.05NN Kekana1

JM Poluta 4 45 000 45 000 0.01DC Sparrow 171 575 1 398 806 1 570 381 0.39V Olver 32 000 32 000 0.01LN Weitzman 24 000 24 000 0.01

Total 427 575 1 398 806 45 000 1 871 381 0. 47

DirectorDirect

BeneficialIndirect

BeneficialHeld by

Associates Total

Percentage of issued

“A” Sharecapital

(%)

“A” SharesLB Mophatlane3 3 411 000 3 411 000 3.41V Olver3 3 411 000 3 411 000 3.41LN Weitzman3 3 411 000 3 411 000 3.41JR Jenkins3 3 411 000 3 411 000 3.41DC Sparrow 2 42 425 345 880 388 305 0.39

Total 42 425 13 989 880 14 032 305 14.03

Notes:1. LB Mophatlane and NN Kekana hold 25% and 20% equity interests in Gadlex Holdings respectively. Gadlex Holdings owns

94.6% of the issued share capital of Gadlex which holds 38 600 000 Ordinary Shares. Gadlex Holdings holds 18 200 000 “A” Shares.

2. DC Sparrow is a related party as defined in section 10 of the Listings Requirements.

3. “A” Shares held through the BCX Management “A” Share Trust.

4. JM Poluta resigned as a Director with effect from 21 June 2013.

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Since the Annual Financial Statements dated 31 August 2012 the following Directors have purchased Shares, which are included in the table above:

Date DirectorNumber of

Ordinary SharesValue of

transaction

6 November 2012 LB Mophatlane 66 666 R291 330.426 November 2012 LN Weitzman 16 000 R69 920.0017 January 2013 LB Mophatlane 66 667

(exercise ofoptions)

R291 334.79

As a Director of BCX and a participant in the Scheme or Voluntary Offer, as approved by Shareholders, DC Sparrow is accordingly precluded from voting on certain of the Resolutions in accordance with paragraph 10.9(f) of the Listings Requirements. The Independent Expert’s report further detailed in paragraph 29 and Annexure I of this Circular confirms that the premium of the Scheme Consideration and Voluntary Offer Price, as the case may be, to the 30-day VWAP of “A” Shares is fair to all Shareholders.

The Directors or his/her associates have not had any dealings in “A” Shares during the period beginning six months before the Offer Period and ending on the Last Practicable Date.

The Directors do not have any options available to them.

27. DISCLOSURE REQUIRED IN TERMS OF THE TAKEOVER REGULATIONS

In terms of regulations 106(4)(c) and 106(7)(d) of the Companies Regulations, an offer circular must contain a statement of direct and indirect beneficial interests in or holdings of securities, or actions to be effected:

27.1 by the offeror, including separate disclosure of concert party holdings, in the offeree regulated company;

27.2 by the offeree regulated company in the offeror;

27.3 by directors or equivalent of the offeror in the offeror’s securities and in any offeree regulated company’s securities; and

27.4 by directors or equivalent of the offeree regulated company in the offeror and in any of the offeree regulated company’s securities.

Due to the nature of the Scheme, the Companies Regulations referred to above are not applicable to this Circular.

Disclosures in paragraph 7 of this Circular, have been made to the extent that they are applicable to the Scheme.

28. DIRECTORS’ REMUNERATION

The remuneration of Directors in their capacity as Directors will in no way be affected by the Scheme or Voluntary Offer.

29. INDEPENDENT EXPERT REPORT

The report of the Independent Expert prepared in accordance with:

29.1 section 114(3) of the Companies Act and regulation 90 of the Companies Regulations;

29.2 paragraph 5.69(e) of the Listings Requirements; and

29.3 paragraph 1.14 of the Listings Requirements,

is provided in Annexure I to this Circular.

Having considered the terms and conditions of the Delisting, the Repurchase, Scheme and Voluntary Offer and based upon and subject to the terms and conditions set out in the report of the Independent Expert, the Independent Expert is of the opinion that:

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– the Scheme Consideration is fair to Ordinary Shareholders and “A” Shareholders;

– the Voluntary Offer Price is fair to Eligible Shareholders;

– the Repurchase is fair to Shareholders; and

– the terms and conditions of the Scheme Consideration are reasonable from the perspective of the “A” Shareholders.

30. VIEWS OF THE INDEPENDENT BOARD

The Independent Board, after due consideration of the report of the Independent Expert, has determined that it will place reliance on the valuation performed by the Independent Expert for the purposes of reaching its own opinion regarding the Scheme and the Scheme Consideration as contemplated in the Companies Regulations 110(3)(b). The Independent Board has formed a view of the range of the fair value of the Shares, which accords with the valuation range contained in the report of the Independent Expert.

In forming its opinion, the Independent Board considered the factors which are difficult to quantify or are unquantifiable (as contemplated in regulation 110(6) of the Companies Regulations) as identified in the report of the Independent Expert.

The Independent Board is of the opinion that, after taking into consideration the opinion of the Independent Expert:

– the terms and conditions of the Scheme in respect of the Scheme Consideration of R0.95 per Eligible “A” Share is fair to Shareholders and reasonable to “A” Shareholders. Accordingly the Independent Board recommends to Shareholders to vote in favour of the Resolutions pertaining to the Delisting and the Repurchase and the Eligible Shareholder Resolution pertaining to the Scheme. All Directors who own Shares in their personal capacity, who are able to vote, intend to vote in favour of the Resolutions at the General Meeting and the Eligible Shareholder Resolution at the Eligible Shareholder General Meeting;

– the terms and conditions of the Voluntary Offer in respect of the Voluntary Offer Price of R0.85 per Eligible “A” Share are fair to Eligible Shareholders. Accordingly the Independent Board recommends to Eligible Shareholders to vote in favour of the Resolutions pertaining to the Delisting and the Repurchase at the General Meeting. All Directors who own “A” Shares in their personal capacity, who are able to vote, intend to vote in favour of the Resolutions at the General Meeting; and

– the terms and conditions of the Repurchase from DC Sparrow, a Director of BCX, is fair to Shareholders. Accordingly the Independent Board recommends to Shareholders to vote in favour of the Resolution pertaining to the Repurchase from a Director. All Directors who own Shares in their personal capacity, who are able to vote, intend to vote in favour of the Resolutions at the General Meeting.

Each of the non-independent members of the Board recommends that Shareholders vote in favour of the Resolutions at the General Meeting and the Eligible Shareholder Resolution at the Eligible Shareholder General Meeting and, accordingly, the Board unanimously recommends that Shareholders vote in favour of the Delisting and Scheme at the Meetings.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors who names are set out in Annexure II of this Circular, collectively and individually accept full responsibility for the accuracy of the information contained in this Circular which relates to BCX and certify, to the best of its knowledge and belief, that there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required by law, the Listings Requirements and the Companies Regulations.

32. DIRECTORS’ SERVICE CONTRACTS

There are no service contracts between BCX and the non-executive Directors. The employment contracts with the executive Directors contain normal terms and conditions of employment and have not been entered into or amended during the period beginning six months prior to the date of this Circular.

No service contracts have been entered into or amended within six months before the Offer Period other than in the ordinary course of business and on arm’s length terms.

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Material particulars of service contracts with executive members of the Board are as follows:

Director Position

Grossguaranteed

remuneration(R)

Notice period

(months)

Leave (business days per

12 months)Retirement

age

LB Mophatlane Chief Executive Officer 5 500 000 1 23 60

V Olver Deputy Chief Executive Officer 3 500 000 1 23 60

LN Weitzman Chief Financial Officer 3 200 000 1 23 60

JR Jenkins Executive Director 3 300 000 1 23 60

33. LITIGATION STATEMENT

The Group is not aware of any legal or arbitration proceedings (including any such proceedings which are pending or threatened), which may have or may have had, in the last 12 months, a material effect on the Group’s financial position.

34. MATERIAL CHANGES

There have been no material changes in the financial or trading position of the Group since publication of the Interim Results.

35. TAX IMPLICATIONS

The tax implications of the Scheme on Scheme Participants will depend on the individual circumstances of each Scheme Participant. Accordingly, Eligible Shareholders are advised to obtain independent tax advice in relation to the tax implications of the Scheme.

The tax implications of the Voluntary Offer on Voluntary Offer Participants will depend on the individual circumstances of each Voluntary Offer Participant. Accordingly, Eligible Shareholders are advised to obtain independent tax advice in relation to the tax implications of choosing the Exit Election in the Voluntary Offer.

36. CASH CONFIRMATION

The Takeover Panel has been provided with an irrevocable and unconditional bank guarantee by FirstRand Bank Limited, in accordance with the Companies Regulations 111(4) and 111(5), on behalf of BCX and in form and substances acceptable to the Board, to satisfy, in full, the Scheme Consideration payable in respect of the Scheme Shares pursuant to the Scheme.

37. EXPERT’S CONSENTS

Each of the Corporate Advisor and Sponsor, Attorneys, Independent Reporting Accountant and Independent Expert, whose names are included in this Circular, have given and have not, prior to the issue of this Circular, withdrawn their written consents to the inclusion of their names in the capacities stated and, where applicable, to their reports being included in this Circular.

38. EXPENSES

It is estimated that the total expenses relating to the Delisting, Scheme, Voluntary Offer and Proposed New Share Incentive Plan will amount to approximately R2 500 000 (excluding VAT). Payment will be made to the following parties according to the amounts indicated.

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PartyRand

(excluding VAT)

Attorneys – ENS 200 000Corporate Adviser and Sponsor – One Capital 1 100 000Independent Reporting Accountant – KPMG Inc. 180 000Independent Professional Expert – BDO 150 000Monte Carlo simulation – Deloitte ‘n Touché 50 000Proposed New Share Incentive Plan 180 000JSE documentation fee – Circular 44 937JSE documentation fee – Proposed New Share Incentive Plan 12 184Printing and publishing – INCE 485 498Transfer Secretary – Computershare 40 000Takeover Panel documentation fee 50 000Miscellaneous costs 7 381

Total 2 500 000

39. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, are available for inspection at the registered office of the Company, from the date of issue of this Circular up to the start of the General Meeting and the Eligible Shareholder General Meeting:

39.1 the consolidated audited annual financial statements of the Group for the financial years ended 31 August 2010, 2011 and 2012;

39.2 the interim financial results of the Group for the six months ended 28 February 2013;

39.3 a copy of the MOI;

39.4 a signed copy of this Circular;

39.5 a signed copy of the cash confirmation letter from FirstRand Bank Limited;

39.6 the signed report of the Independent Expert;

39.7 the signed report of the Independent Reporting Accountant;

39.8 the Irrevocable Undertakings referred to in paragraph 24; and

39.9 the forfeitable share plan and the share appreciation right plan rules.

40. MEETINGS

The Eligible Shareholder General Meeting will be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013 at 10:00 to consider and, if deemed fit, to pass, with or without modification, the Eligible Shareholder Resolution necessary to give effect, inter alia, to the Scheme detailed in this Circular.

The General Meeting will be held at Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013 at 10:30 or as soon as the Eligible Shareholder General Meeting convened for the same date and place shall have been concluded or adjourned, to consider and, if deemed fit, to pass, with or without modification, the Resolutions and the Proposed New Share Incentive Plans Resolutions necessary to give effect, inter alia, to the Delisting, the Repurchase (excluding the Scheme) and the Proposed New Share Incentive Plan as detailed in this Circular.

A Shareholder entitled to attend, speak and vote at the Meetings is entitled to appoint one or more proxies to attend, participate in, and speak and vote at the Meetings, on behalf of the Shareholder in his or her stead. A proxy need not be a Shareholder of the Company. For the convenience of Certificated Shareholders and Dematerialised Shareholders with “own-name” registration, Forms of Proxy (white and/or green) are attached hereto. Duly completed Forms of Proxy must be lodged with the Transfer Secretary to be received at least 48 hours before the commencement of the Meetings (or the adjournment of the

37

Meetings) at either of the below addresses or handed to the Chairman of the General Meeting or the Chairman of the Eligible Shareholder General Meeting before the appointed proxy exercises any of the relevant Shareholder’s rights at the Meetings (or any adjournment of the Meetings), provided that should a Shareholder lodge Forms of Proxy (white and/or green) with the Transfer Secretary at either of the below addresses less than 48 hours before the Meetings, such Shareholder will also be required to furnish a copy of such Form of Proxy (white and/or green) to the Chairman of the General Meeting or Chairman to the Eligible Shareholder General Meeting before the appointed proxy exercises any of such Shareholder’s rights at the Meetings (or any adjournment of the Meetings).

Dematerialised Shareholders without “own-name” registration who wish to attend the Meetings in person should request their CSDP or Broker to provide them with the necessary letter of representation in terms of their custody agreement with their CSDP or Broker. Dematerialised Shareholders without “own-name” registration who do not wish to attend but wish to be represented at the Meetings must advise their CSDP or Broker of their voting instructions. Dematerialised Shareholders without “own-name” registration should contact their CSDP or Broker with regard to the cut-off time for their voting instructions.

Signed on behalf of the Board

J de Koker31 July 2013

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ANNEXURE I

INDEPENDENT EXPERT’S REPORT

The DirectorsBusiness Connexion Group LimitedBlock D Business Connexion Park North789 16th RoadRandjesparkMidrand

24 July 2013

Dear Sirs

REPORT OF THE INDEPENDENT PROFESSIONAL EXPERT TO THE DIRECTORS OF BUSINESS CONNEXION GROUP LIMITED REGARDING THE PROPOSED DELISTING OF “A” ORDINARY SHARES AND REPURCHASE OF CERTAIN “A” ORDINARY SHARES

INTRODUCTION

In a cautionary announcement published on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 9 May 2013 and the subsequent detailed terms announcement published on SENS on 5 June 2013 and in the press on 6 June 2013, shareholders of Business Connexion Group Limited (“BCX” or the “Company”) (“Shareholders”) were advised that BCX is seeking to implement a transaction that will result in the termination of the listing of “A” shares with a par value of 0.59 cents each in the issued “A” ordinary share capital of BCX (“A” Shares), all of which are currently listed on the securities exchange operated by the JSE (“the Exchange”) (“the Delisting”).

The “A” Shares collectively comprise:

• 75 100 000 “A” Shares issued to predominantly Black Economic Empowerment (“BEE”) participants (“BEE “A” Shareholders”) in terms of the transaction approved by holders of BCX ordinary shares (“Ordinary Shareholders”) on 8 September 2010 (“BEE Transaction”) and as further detailed in the Circular to Shareholders dated 17 August 2010 (“the BEE “A” Shares”); and

• 25 033 334 “A” Shares issued by BCX to Capital Eye Investments (Proprietary) Limited (previously UCS Group Limited) (“UCS”) pursuant to the transaction in terms of which BCX acquired the shares of and claims in certain of the underlying subsidiaries of UCS (“the UCS Transaction”) (“Eligible “A” Shares”).

The Delisting will be preceded by an offer by BCX to repurchase up to 25 033 334 Eligible “A” Shares from the registered shareholders of Eligible “A” Shares, excluding BEE “A” Shareholders (“Eligible Shareholders”) in terms of section 48(8) of the Companies Act and paragraph 5.69 of the JSE Listings Requirements (“the Repurchase”). The BEE “A” Shareholders are not eligible for participation in the Repurchase by virtue of the provisions attaching to the BEE “A” Shares set out in the Company’s memorandum of incorporation (“MOI”) and pursuant to a notionally funded structure attaching to the BEE “A” Shares in terms of which the BEE “A” Shareholders are restricted from disposing their BEE “A” Shares until 31 August 2015 (“Lock-in Provisions”). Accordingly, only “A” Shareholders holding the Eligible “A” Shares, namely the Eligible Shareholders, are eligible for participation in the Repurchase.

The board of directors of BCX (“the Board”) has resolved to implement the Repurchase through either one of the following mechanisms to be determined by Eligible Shareholders:

• a scheme of arrangement pursuant to the Repurchase in terms of section 114(1)(c) of the Companies Act, proposed by the Board between BCX and its Eligible Shareholders (“the Scheme”), in terms of which BCX will, if the Scheme becomes operative, acquire all of the Eligible “A” Shares, and the Eligible Shareholders shall be obliged to sell all of the Eligible “A” Shares to BCX, for a cash consideration of R0.95 per Eligible “A” Share (“the Scheme Consideration”); or

• an offer from BCX to Eligible Shareholders to repurchase the Eligible “A” Shares pursuant to the Repurchase and in terms of which the Eligible Shareholders can elect, at their discretion, to sell none, all or a portion of their Eligible “A” Shares (“Voluntary Offer Share”) to BCX (“the Voluntary Offer”) for a cash consideration of R0.85 per Voluntary Offer Share (“the Voluntary Offer Price”).

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The Scheme and the Voluntary Offer are mutually exclusive and the Scheme is subject to approval by the Eligible Shareholders. If Eligible Shareholders therefore approve the Scheme, then the Voluntary Offer will not become operative, and the Eligible Shareholders will receive the Scheme Consideration, being R0.95 per Eligible “A” Share. In the absence of the approval of the Scheme, and in the event of the Voluntary Offer becoming operative, Eligible Shareholders shall have the option, at their election, to sell none, all, or a portion of their Eligible “A” Shares to BCX for the Voluntary Offer Price, being R0.85 per Eligible “A” Share, prior to the Delisting.

As at the date of this opinion, the authorised share capital of the Company comprises of the following:

• 847 457 627 ordinary shares with a par value of 0.59 cents each in the issued ordinary share capital of BCX (“Ordinary Shares”); and

• 150 000 000 “A” Shares.

As at the date of this opinion, the issued share capital of the Company comprises of the following:

• 404 972 468 Ordinary Shares; and

• 100 133 334 “A” Shares.

The Company holds 4 307 151 Ordinary Shares as treasury shares.

Full details of the Delisting, Repurchase, Voluntary Offer and Scheme are contained in the circular to BCX shareholders (“the Circular”) to be dated on or about 31 July 2013, which will include a copy of this letter.

The material interests of the directors of BCX are set out in paragraph 26 of the Circular. The effects of the Delisting and Repurchase, detailed in the Circular will also apply to the Directors.

FAIR AND REASONABLE OPINION REQUIRED IN TERMS OF THE COMPANIES ACT

The Scheme is an affected transaction as defined in section 117(1)(c)(iii) of the Companies Act (No. 71 of 2008), as amended (“the Companies Act”), which is subject the provisions of section 114(4) (as read with section  48(8)(b) and section 115) of the Companies Act. In terms of section 114(2) of the Companies Act, the Board is required to obtain independent external advice as to how the Scheme affects all holders of  securities in BCX, which shall deal with all matters set out in section 114(3) of the Companies Act (the “Fair and Reasonable Opinion”).

FAIRNESS OPINIONS REQUIRED IN TERMS OF THE JSE LISTINGS REQUIREMENTS

In terms of section 1.14(d) of the JSE Listings Requirements, the Directors are required to provide the JSE with written confirmation from an independent professional expert confirming whether the terms and conditions of the Voluntary Offer are fair insofar as Eligible Shareholders are concerned (the “Voluntary Offer Fairness Opinion”).

DC Sparrow, a direct and indirect beneficial holder of 1 570 381 Ordinary Shares and 388 305 “A” Shares, is a non-executive director and a related party as defined in section 10.1(b)(ii) of the JSE Listings Requirements. In terms of section 5.69(e) of the JSE Listings Requirements, the directors are required to provide the JSE with written confirmation from an independent professional expert confirming whether the terms and conditions of the proposed repurchase of 388 305 “A” Shares from DC Sparrow (“the Sparrow Repurchase”) are fair insofar as Shareholders are concerned (the “Repurchase Fairness Opinion”), as the Sparrow Repurchase will entail the acquisition of securities from a related party and:

• the Scheme Consideration is at a premium of 33.8% to the volume weighted average traded price (“VWAP”) of “A” Shares on the Exchange of R0.71 for the 30 Business Days up to and including 5 June 2013, being the Business Day of publication of the detailed terms announcement on SENS; and

• the Voluntary Offer Price is at a premium of 19.8% to the 30-day VWAP of “A” Shares on the Exchange up to and including 5 June 2013.

RESPONSIBILITIES

Compliance with the Companies Act and the JSE Listings Requirements is the responsibility of the Board.

BDO Corporate Finance has been appointed by the Board as the independent expert to provide advice to the Directors and Shareholders of BCX on whether the terms and conditions of the Scheme are fair and reasonable to Shareholders, whether the terms and conditions of the Voluntary Offer are fair to Eligible Shareholders and whether the terms and conditions of the Sparrow Repurchase are fair to Shareholders.

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EXPLANATION AS TO HOW THE TERMS “FAIR” AND “REASONABLE” APPLY IN THE CONTEXT OF THE TRANSACTION

The “fairness” of a transaction is based on quantitative issues. A transaction may be said to be fair if the benefits, as a result of the transaction, are equal to or greater than the value ceded.

The Voluntary Offer may be said to be fair to Eligible Shareholders if the Voluntary Offer Price is equal to or greater than the fair value of an “A” Share, or unfair if the Voluntary Offer Price is less than the fair value of an “A” Share.

The Scheme may be said to be fair to Ordinary Shareholders if the Scheme Consideration is less than or equal to the fair value of an “A” Share.

The Scheme may be said to be fair to “A” Shareholders, comprising BEE “A” Shareholders and Eligible Shareholders, if the Scheme Consideration is more than or equal to the fair value of an “A” Share.

The Sparrow Repurchase may be said to be fair to Shareholders if the consideration paid per “A” Share in respect of the Sparrow Repurchase is less than or equal to the fair value of an “A” Share.

The assessment of reasonableness of the Scheme is based on Scheme Consideration in relation to the prevailing trading price of an “A” Share as at the time of the Scheme.

If the Scheme Consideration exceeds either the estimated fair value per “A” Share or current traded price per “A” Share, but not both, the Scheme Consideration could be considered fair but not reasonable or reasonable but not fair.

DETAILS AND SOURCES OF INFORMATION

In arriving at our opinion we have relied upon the following principal sources of information:

• terms and conditions of the Delisting, Repurchase, Voluntary Offer and Scheme as set out in the Circular;

• precedent transactions of a similar nature;

• audited financial statements of BCX for the year ended 31 August 2012;

• reviewed interim results of BCX for the six months ended 28 February 2013;

• forecast financial information of BCX for the years ending 31 August 2013 to 2017;

• discussions with BCX Directors and management regarding the rationale for the Delisting and Repurchase;

• discussions with BCX Directors and management on prevailing market, economic, legal and other conditions which may affect underlying value;

• considered the share price information of Ordinary Shares and “A” Shares over the last 24 to 36 months to assess the relative liquidity and relative volatility of BCX shares;

• 30, 60 and 90-day VWAPs for Ordinary Shares and “A” Shares up to 9 May 2013, 5 June 2013 and 24 July 2013;

• publicly available information relating to the ICT sector in general; and

• publicly available information relating to BCX or the industry in which it operates that we deemed to be relevant, including company announcements and media articles.

The information above was sourced from:

• Directors and management of BCX; and

• third party sources, insofar as such information related to publicly available economic, market and other information applicable to or potentially influencing BCX.

PROCEDURES UNDERTAKEN IN EVALUATING THE FAIRNESS OF THE TRANSACTION

In arriving at our opinion we have undertaken the following procedures and taken into account the following factors in evaluating the fairness of the Scheme, the Voluntary Offer and the Sparrow Repurchase:

• reviewed the terms and conditions of the Delisting, Repurchase, Voluntary Offer and Scheme;

• obtained an understanding of the Delisting, Repurchase, Voluntary Offer and Scheme;

• reviewed the pre-listing statement of the “A” Shares issued pursuant to the listing on the JSE dated 6 May 2011;

• reviewed the latest audited and unaudited financial information of BCX;

41

• held discussions with directors of BCX and considered such other matters as we consider necessary, including assessing the prevailing economic and market conditions and trends;

• compiled a financial model to determine the value of the amount of the notional outstanding balance per “A” Share as at 31 August 2015, being the date of expiration of the Lock-in Provisions, by incorporating assumptions in respect of the prime interest rate and the amount of dividends or distributions received on the “A” Shares;

• reviewed the historic prices and volumes and calculated the historic volatility of an Ordinary Share;

• considered the terms of the “A” Shares and corresponding terms for market-related instruments;

• performed a valuation of the implied options inherent in the “A” Share structure by applying a Black-Scholes option pricing model and a Monte Carlo option pricing model;

• performed a sensitivity analysis on key assumptions included in the option valuation, specifically relating to volatility and forecast dividends. Considered the likelihood of each scenario realising and the risks associated with each scenario;

• evaluated the relative risks associated with BCX and the industry in which it operates;

• reviewed certain publicly available information relating to BCX, including company announcements and media articles;

• compared the 12-month historical share price movement of BCX shares to shares of comparable companies in order to assess the relative trading activities, liquidity and volatility of BCX shares;

• where relevant, representations made by management and/or Directors of BCX were corroborated to source documents or independent analytical procedures were performed by us, to examine and understand the industry in which BCX operates, and to analyse external factors that could influence the business of BCX; and

• held discussions with the Directors and management of BCX as to their strategy and the rationale for the Delisting and Repurchase and considered such other matters as we considered necessary, including assessing the prevailing economic and market conditions and trends in the ICT sector.

ASSUMPTIONS

We arrived at our opinion based on the following assumptions:

• that all agreements that will be entered into in terms of the Delisting and Repurchase will be legally enforceable;

• that the Delisting and Repurchase will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by representatives and advisors of BCX; and

• that reliance can be placed on the audited financial information of BCX.

APPROPRIATENESS AND REASONABLENESS OF UNDERLYING INFORMATION AND ASSUMPTIONS

We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our opinion by:

• considering the rationale for the Delisting and Repurchase as set out in the Circular;

• understanding the terms and conditions of the Delisting, Repurchase, Voluntary Offer and Scheme;

• conducting analytical reviews on the financial results, such as key ratio and trend analyses; and

• determining the extent to which representations from management were confirmed by documentary evidence as well as our understanding of BCX and the economic environment in which it operates.

LIMITING CONDITIONS

This opinion is provided to the Directors and Shareholders of BCX in connection with and for the purposes of the Delisting and Repurchase. The opinion does not purport to cater for each individual shareholder’s perspective, but rather that of the general body of BCX shareholders.

An individual shareholder’s decisions regarding the Delisting and Repurchase may be influenced by such shareholder’s particular circumstances and accordingly individual shareholders should consult an independent advisor if in any doubt as to the merits or otherwise of the Delisting and Repurchase.

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

42

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.

Where relevant, forward-looking information on BCX relates to future events and is based on assumptions that may or may not remain valid for the whole of the forecast period. Consequently, such information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. We express no opinion as to how closely the actual future results of BCX will correspond to those projected. We have however compared the forecast financial information to past trends as well as discussing the assumptions inherent therein with management.

We have also assumed that the Delisting and Repurchase will have the legal consequences described in discussions with, and materials furnished to us by representatives and advisors of BCX 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 this opinion, and we are under no obligation to update, review or re-affirm our opinion based on such developments.

INDEPENDENCE

We confirm that we have no direct or indirect interest in BCX’s Ordinary Shares or “A” Shares. We also confirm that we have the necessary qualifications and competence to provide the fair and reasonable opinion on the Scheme, the Voluntary Offer and the Sparrow Repurchase.

Furthermore, we confirm that our professional fees of R150 000 are not contingent upon the success of the Delisting and Repurchase.

VALUATION

The substance of the “A” Shares is a simulated call option on BCX Ordinary Shares, which option will convert within five years from 31 August 2010 (being the effective date of the BEE Transaction) at the option of the holders of “A” Shares. In order to arrive at a fair value of the “A” Shares, we employed a Black-Scholes option pricing model and a Monte Carlo option pricing model to determine the fair value of the implied options inherent in the “A” Share funding structure.

The option valuation was performed taking cognisance of risk and other market and industry factors affecting BCX. Additionally, sensitivity analyses were performed considering key value drivers.

Key value drivers of the Monte Carlo option pricing model valuation include:

• the prevailing risk-free rate;

• the current market price of an Ordinary Share as well as 30, 60 and 90-day VWAPs for Ordinary Shares up to 9 May 2013, 5 June 2013 and 24 July 2013;

• the forecast dividends in respect of an Ordinary Share;

• the remaining term of the “A” Shares;

• the forecast outstanding balance in respect of the notional funding (exercise price); and

• the expected volatility of an Ordinary Share.

The key internal value driver is the amount of forecast dividends on Ordinary Shares until 31 August 2015. Key external value drivers include the forecast prime lending rate and volatility of Ordinary Shares.

In undertaking the valuation exercise above, we determined a valuation range for a “A” Share of R0.80 to R0.95 per “A” Share with a most likely value of R0.88 per “A” Share.

REASONABLENESS OF THE SCHEME CONSIDERATION

The Scheme Consideration represents a:

• premium of 33.8% to the 30-day VWAP of “A” Shares on the Exchange up to and including 5 June 2013; and

• premium of 26.7% to the closing price of an “A” Share of R0.75 on the Exchange on 5 June 2013.

43

OPINION

BDO Corporate Finance has considered the terms and conditions of the Scheme Consideration and, based on and subject to the conditions set out herein, is of the opinion that the Scheme Consideration is fair to Ordinary Shareholders and “A” Shareholders.

BDO Corporate Finance has considered the terms and conditions of the Voluntary Offer and, based on and subject to the conditions set out herein, is of the opinion that the Voluntary Offer is fair to Eligible Shareholders.

BDO Corporate Finance has considered the terms and conditions of the Sparrow Repurchase and, based on and subject to the conditions set out herein, is of the opinion that the Sparrow Repurchase is fair to Shareholders.

Based on the qualitative considerations set out above, we are of the opinion that the terms and conditions of the Scheme Consideration are reasonable from the perspective of the “A” Shareholders.

Our opinion is necessarily based upon the information available to us up to 24 July 2013 , including in respect of the financial information as well as other conditions and circumstances existing and disclosed to us. We have assumed that all conditions precedent, including any material regulatory and other approvals or consents required in connection with the Delisting and Repurchase 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.

CONSENT

We hereby consent to the inclusion of this letter and references thereto in the circular in the form and context in which they appear.

Yours faithfully

BDO Corporate Finance Proprietary Limited

Nick LazanakisDirector

22 Wellington RoadParktown2193

44

ANNEXURE II

DIRECTORS AND MANAGEMENT

Executive Directors

Name and age LB Mophatlane (40)

Business address Business Connexion Park North, 789 16th Road, Randjiespark, Midrand, 1685

Qualifications BCom (University of Pretoria)

Position Chief Executive Officer

Name and age V Olver (40)

Business address Business Connexion Park North, 789 16th Road, Randjiespark, Midrand, 1685

Qualifications BCom (Rhodes), HDip Acc (Rhodes), CA(SA), HDip Tax (Unisa), Life Management Institute Programme (USA), CPA (USA)

Position Deputy Chief Executive Officer and Group Executive of the Services Division

Name and age LN Weitzman (44)

Business address Business Connexion Park North, 789 16th Road, Randjiespark, Midrand, 1685

Qualifications BCom (Hons) (University of Pretoria), CTA, CA(SA)

Position Chief Financial Officer

Name and age JR Jenkins (59)

Business address Business Connexion Park North, 789 16th Road, Randjiespark, Midrand, 1685

Qualifications MDP SBL (Unisa), SEP (London Business School)

Position Executive Director

Non-executive Directors

Name and age AC Ruiters (51)

Business address 150 Mandela Roads Building, Number 5, First Floor, St Georges Mall, Cape Town, 8008

Qualifications BA (UCT), HDE (UCT), Executive Diploma Business Studies (Stanford University, USA)

Position Independent non-executive Chairman

Principal activities Member of the Risk, Sustainability, Social and Ethics Committee and Member of the Remuneration and Nomination Committee

Name and age J John (42)

Business address 4 Merchant Place, Sandton, corner Fredman Drive and Rivonia, Sandton, 2146

Qualifications Hons BCompt, CTA, CA(SA), Senior Executive Programme (Wits and Harvard), Diploma in Company Direction

Position Independent non-executive Director

Principal activities Chairman of Audit and Compliance Committee and Member of the Risk, Sustainability, Social and Ethics Committee

Name and age NN Kekana (51)

Business address 22 Hurlingham Road, Illovo Boulevard, Illovo, Craighall, 2024

Qualifications Post graduate diploma in telecommunications and information policy (Unisa), Diploma in computer programming (Globe)

Position Non-executive Director

Principal activities Chairman of the Risk, Sustainability, Social and Ethics Committee

45

Name and age M Lehobye (39)

Business address My CFO, 2nd Floor, West Tower, Nelson Mandela Square, Maude Street, Sandton

Qualifications BCom (UCT), HDAC (Wits), CA(SA)

Position Independent non-executive Director

Principal activities Chairman of the Remuneration and Nomination Committee and Member of the Audit and Compliance Committee

Name and age DC Sparrow (38)

Business address Capital Eye Limited, 2nd Floor, 30 Melrose Boulevard, Melrose Avenue, Melrose North

Qualifications BCom (Acc), CTA, CA(SA)

Position Non-executive Director

Principal activities Member of the Remuneration and Nomination Committee

Executive Committee

Name and age M Blewett (42)

Business address 789 16th Road, Midrand, 1685

Qualification BCom (Hons) (University of KwaZulu-Natal)

Position Chief Operating Officer

Name and age J Canny (55)

Business address 789 16th Road, Midrand, 1685

Qualification Associate Member for the Institute of Chartered Secretaries & Administrators

Position Group Executive: UCS Division

Name and age G Dipale (41)

Business address 789 16th Road, Midrand, 1685

Qualifications BA and BEd concurrent (English and Anthropology, York University, Toronto, Canada), Management Advancement Programme (Wits Business School), HR Management (Unisa), HR Management (Seneca College of Applied Arts, Toronto)

Position Group Executive: Human Resources

Name and age T Gumbi (37)

Business address 789 16th Road, Midrand, 1685

Qualifications BCom Economics (University of Natal), Masters in Business Leadership (Unisa)

Position Group Executive: Business Development – public sector

Name and age I Mophatlane (40)

Business address 789 16th Road, Midrand, 1685

Qualification BCom (University of Pretoria)

Position Group Executive: Canoa Division

Name and age D Woolley (44)

Business address 789 16th Road, Midrand, 1685

Qualification BCom (Hons) (Marketing) (Unisa)

Position Group Executive: Technology Division

Name and age R Zvarayi (47)

Business address 789 16th Road, Midrand, 1685

Qualification Currently working on dissertation for MBA

Position Group Executive: International Division

Name and age H Smith (51)

Business address 789 16th Road, Midrand, 1685

Qualification National Diploma (Personnel Management)

Position Group Executive: Innovation Division

46

ANNEXURE III

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT

The DirectorsBusiness Connexion Group Limited789 16th RoadRandjesparkMidrand1685

24 July 2013

REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

We have completed our assurance engagement to report (“Report”) on the compilation of the unaudited and unreviewed pro forma earnings and diluted earnings, headline and diluted headline earnings, net asset value and net tangible asset value per share of Business Connexion Group Limited (“BCX” or “the Company”), pro forma statement of financial position of BCX, the pro forma statement of comprehensive income of BCX and the related notes, including a reconciliation showing all of the pro forma adjustments to the share capital, reserves and other equity items relating to BCX, (collectively “Pro forma Financial Information”). The Pro forma Financial Information is set out in the Salient Features, paragraph 19 and Appendix IV of the Circular to be issued by the Company on or about 31 July 2013 (“Circular”).

The Pro forma Financial Information has been compiled by the Directors of BCX to illustrate the impact of the repurchase of the Eligible “A” Shares through the scheme of arrangement and voluntary offer (“Transaction”) as detailed in the Circular on the Company’s financial position and changes in equity as at 28 February 2013 and the Company’s financial performance for the period ended 28 February 2013.

As part of this process, the Company’s earnings, diluted earnings, headline earnings and diluted headline earnings per share, statement of comprehensive income and statement of financial position have been extracted by the Directors from the Company’s interim financial statements for the period ended 28 February 2013 (“Published Financial Information”), on which a review report has been published. In addition, the Directors have calculated the net asset value and net tangible asset value per share as at 28 February 2013 based on financial information extracted from the Published Financial Information.

Directors’ Responsibility for the Pro forma Financial Information

The Directors of BCX are responsible for compiling the Pro forma Financial Information on the basis of the  applicable criteria as detailed in paragraphs 8.15 to 8.33 of the Listings Requirements of the JSE Limited and the SAICA Guide on Pro forma Financial Information, revised and issued in September 2012 (“Applicable Criteria”).

Reporting Accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the Directors on the basis of the Applicable Criteria, based on our procedures performed.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the reporting accountants’ comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled, in all material respects, the Pro forma Financial Information on the basis of the Applicable Criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any Published Financial Information used in compiling the Pro forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the Published Financial Information used in compiling the Pro forma Financial Information.

47

The purpose of Pro forma Financial Information included in the Circular is solely to illustrate the impact of the Transaction on the unadjusted Published Financial Information as if the Transaction had been undertaken on 1 September 2012 for purposes of the pro forma earnings, diluted earnings, headline and diluted headline earnings per share and the pro forma statement of comprehensive income and on 28  February 2013 for purposes of the net asset value and net tangible asset value per share and statement of financial position. Accordingly, we do not provide any assurance that the actual outcome of the Transaction, subsequent to its implementation, will be as presented in the Pro forma Financial Information.

A reasonable assurance engagement to report on whether the Pro forma Financial Information has been properly compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the Directors in the compilation of the Pro forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Transaction and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to the Applicable Criteria; and

• the Pro forma Financial Information reflects the proper application of those pro forma adjustments to the unadjusted Published Financial Information.

The procedures selected depend on the reporting accountant’s judgement, having regard to the reporting accountant’s understanding of the nature of the Company, the Transaction in respect of which the Pro forma Financial Information has been compiled and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria.

Yours faithfully

KPMG Inc.

Per: LP FourieChartered Accountant (SA)Registered AuditorDirector

48

ANNEXURE IV

PRO FORMA FINANCIAL INFORMATION

The definitions and interpretations commencing on page 10 of this Circular apply to this Annexure.

The following unaudited and unreviewed pro forma statement of financial position and pro forma statement of comprehensive income set out the financial effects of the Scheme or Voluntary Offer, whichever is applicable. The Directors of BCX are responsible for these financial effects which are provided for illustrative purposes only to provide information about how the Scheme or Voluntary Offer will affect the financial position of the BCX Shareholders by illustrating the effect thereof on the Basic EPS and Diluted Basic EPS, of BCX as if the Scheme or Voluntary Offer had become operative on 1 September 2012, and, for the purpose of NAV per share and NTAV per share of BCX, as if the Scheme or Voluntary Offer had become operative on 28 February 2013. Because of their nature the pro forma financial effects may not give a fair presentation of BCX’s financial position, changes in equity, results of operations and performance after the Scheme or Voluntary Offer, whichever is applicable.

The pro forma financial effects have been compiled using accounting policies that comply with IFRS and that are consistent with those applied in the audited consolidated financial statements of BCX for the 12 months ended 31 August 2012. There are no events after the reporting period which require adjustment to the pro forma financial effects. The pro forma figures have been given no greater prominence than unadjusted financial figures, are presented in a manner consistent with both the format and accounting policies adopted in the historical financial information and adjustments have been quantified on the same basis as would normally be calculated in preparing financial statements.

The unaudited and unreviewed statements of financial position and comprehensive income below are indicative of the worst case scenario in the cash flow of the Company (i.e. the Scheme Consideration of R0.95 paid to all Eligible Shareholders or the Voluntary Price of R0.85 paid to all Eligible Shareholders).

49

SCHEME CONSIDERATION OF R0.95 PER ELIGIBLE “A” SHARE

Pro forma statement of financial positionas at 28 February 2013

28 February2013 1

Actual(Before)

R’000

Sharerepurchase 3,5,6

Pro forma

R’000

Totaltransaction

costs 4Pro forma

R’000

28 February2013 2

Pro forma(After)R’000

AssetsNon-current assets 1 815 867 – – 1 815 867

Property, plant and equipment 425 371 – – 425 371Capital leased assets 55 066 – – 55 066Goodwill 662 832 – – 662 832Intangible assets 374 580 – – 374 580Long-term loans receivable 30 523 – – 30 523Other investments 222 536 – – 222 536Deferred tax assets 44 959 – – 44 959

Current assets 1 731 818 (23 782) (2 500) 1 705 536

Inventories 221 370 – – 221 370Trade receivables 955 003 – 955 003Other receivables 289 771 – – 289 771Prepayments 106 301 – – 106 301Taxation prepaid 1 275 – – 1 275Cash and cash equivalents 158 098 (23 782) 7 (2 500) 131 816

Total assets 3 547 685 (23 782) (2 500) 3 521 403

Equity and liabilitiesCapital and reservesShare capital 2 363 – – 2 363Share premium 1 126 900 – – 1 126 900Foreign currency translation reserves (19 945) – – (19 945)Retained earnings 916 350 (7 260) 8 (2 500) 906 590Share-based payment reserve 86 504 – – 86 504

Shareholders’ equity 2 112 172 (7 260) (2 500) 2 102 412Non-controlling interests 115 107 – – 115 107

Total equity 2 227 279 (7 260) (2 500) 2 217 519

Long-term liabilities 232 671 – – 232 671

Interest-bearing long-term liabilities 177 886 – – 177 886Post-retirement benefit obligations 10 614 – – 10 614Deferred tax liabilities 44 171 – – 44 171

Current liabilities 1 087 735 (16 522) – 1 071 213

Short-term liabilities 73 785 – – 73 785Trade payables 404 492 – – 404 492Other payables 595 968 (16 522) 9 – 579 446Provisions 4 540 – – 4 540Taxation payable 8 950 – – 8 950

Total equity and liabilities 3 547 685 (23 782) (2 500) 3 521 403

NAV 521.6 519.1NTAV 319.3 316.8

50

Pro forma statement of comprehensive incomefor the six months ended 28 February 2013

28 February2013 1

Actual(Before)

R’000

Sharerepurchase 3

Pro forma

R’000

Transactioncost 4

Pro forma

R’000

28 February2013 2

Pro forma(After)R’000

Revenue 2 907 292 – – 2 907 292Cost of sales 2 031 315 – – 2 031 315

Gross profit 875 977 – – 875 977Gross margin 30.1% – – 30.1%Operating expenses 730 895 7 260 8 2 500 740 655

Operating profit 145 082 (7 260) (2 500) 135 322Investment income 14 404 – – 14 404

Profit before finance costs 159 486 (7 260) (2 500) 149 726Finance costs 9 676 – – 9 676

Profit before tax 149 810 (7 260) (2 500) 140 050Taxation 48 397 – – 48 397

Profit for the period 101 413 (7 260) (2 500) 91 653

Profit attributable to:– Equity holders 78 411 (7 260) (2 500) 68 651– Non-controlling interests 23 002 – – 23 002

101 413 (7 260) (2 500) 91 653

Profit for the period 101 413 (7 260) (2 500) 91 653Other comprehensive income– Translation of foreign operations 1 280 – – 1 280

Total comprehensive income for the period 102 693 (7 260) (2 500) 92 933

Total comprehensive income attributable to:– Equity holders 79 691 (7 260) (2 500) 69 931– Non-controlling interests 23 002 – – 23 002

102 693 (7 260) (2 500) 92 933

Profit attributable to equity holders 78 411 (7 260) (2 500) 68 651Impairment of goodwill 2 432 – – 2 432Loss on sale of property, plant and equipment (68) – – (68)Tax effect of headline earnings adjustment 10 – – 10Impairment of investments (4 210) – – (4 210)

Headline earnings 76 575 (7 260) (2 500) 66 815

Weighted average number of shares 400 446 400 446Diluted weighted average number of shares 402 660 402 660

Headline earnings per share (cents) 19.1 16.6

Diluted headline earnings per share (cents) 19.0 16.5

Basic earnings per share (cents) 19.6 17.1

Diluted earnings per share (cents) 19.5 17.0

51

Notes:

1. The financial information, in the before column, has been based on the Interim Results for the six months ended 28 February 2013.

2. On the assumption that the Scheme becomes operative on 1 September 2012 for statement of comprehensive income and 28 February 2013 for statement of financial position purposes.

3. All Eligible “A” Shares are repurchased at R0.95 per Eligible “A” Share.

4. Transaction costs of R2.5 million have been expensed. The transaction costs will have no continuing effect on the Company.

5. The Eligible “A” Shares are treated as a liability for accounting purposes.

6. The settlement of the Scheme Consideration will be through cash.

7. Total Scheme Consideration calculated as 25 033 334 Eligible “A” Shares x R0.95.

8. A revaluation loss of R7.26 million on the Eligible “A” Shares liability has been accounted for. This represents the difference between the carrying value of the liability at R0.66 per Eligible “A” Share and the Scheme Consideration of R0.95 per Eligible “A” Share.

9. The net adjustment of R16.522 million consists of the revaluation loss of R7.26 million (increased liability) and the settlement in cash of R23.782 million (decreased liability).

52

VOLUNTARY OFFER PRICE AT R0.85 PER ELIGIBLE “A” SHARE

Pro forma statement of financial positionas at 28 February 2013

28 February2013 1

Actual(Before)

R’000

Sharerepurchase 3,5,6

Pro forma

R’000

Totaltransaction

costs 4Pro forma

R’000

28 February2013 2

Pro forma(After)R’000

AssetsNon-current assets 1 815 867 – – 1 815 867

Property, plant and equipment 425 371 – – 425 371Capital leased assets 55 066 – – 55 066Goodwill 662 832 – – 662 832Intangible assets 374 580 – – 374 580Long-term loans receivable 30 523 – – 30 523Other investments 222 536 – – 222 536Deferred tax assets 44 959 – – 44 959

Current assets 1 731 818 (21 278) (2 500) 1 708 040

Inventories 221 370 – – 221 370Trade receivables 955 003 – 955 003Other receivables 289 771 – – 289 771Prepayments 106 301 – – 106 301Taxation prepaid 1 275 – – 1 275Cash and cash equivalents 158 098 (21 278) 7 (2 500) 134 320

Total assets 3 547 685 (21 278) (2 500) 3 523 907

Equity and liabilitiesCapital and reservesShare capital 2 363 – – 2 363Share premium 1 126 900 – – 1 126 900Foreign currency translation reserves (19 945) – – (19 945)Retained earnings 916 350 (4 756) 8 (2 500) 909 094Share-based payment reserve 86 504 – – 86 504

Shareholders’ equity 2 112 172 (4 756) (2 500) 2 104 916Non-controlling interests 115 107 – – 115 107

Total equity 2 227 279 (4 756) (2 500) 2 220 023

Long-term liabilities 232 671 – – 232 671

Interest-bearing long-term liabilities 177 886 – – 177 886Post-retirement benefit obligations 10 614 – – 10 614Deferred tax liabilities 44 171 – – 44 171

Current liabilities 1 087 735 (16 522) – 1 071 213

Short-term liabilities 73 785 – – 73 785Trade payables 404 492 – – 404 492Other payables 595 968 (16 522) 9 – 579 446Provisions 4 540 – – 4 540Taxation payable 8 950 – – 8 950

Total equity and liabilities 3 547 685 (21 278) (2 500) 3 523 907

NAV 521.6 519.8NTAV 319.3 317.5

53

Pro forma statement of comprehensive incomefor the six months ended 28 February 2013

28 February2013 1

Actual(Before)

R’000

Sharerepurchase 3

Pro forma

R’000

Transactioncost 4

Pro forma

R’000

28 February2013 2

Pro forma (After)R’000

Revenue 2 907 292 – – 2 907 292Cost of sales 2 031 315 – – 2 031 315

Gross profit 875 977 – – 875 977Gross margin 30.1% – – 30.1%

Operating expenses 730 895 4 756 8 2 500 738 151

Operating profit 145 082 (4 756) (2 500) 137 826Investment income 14 404 – – 14 404

Profit before finance costs 159 486 (4 756) (2 500) 152 230Finance costs 9 676 – – 9 676

Profit before tax 149 810 (4 756) (2 500) 142 554Taxation 48 397 – – 48 397

Profit for the period 101 413 (4 756) (2 500) 94 157

Profit attributable to:– Equity holders 78 411 (4 756) (2 500) 71 155– Non-controlling interests 23 002 – – 23 002

101 413 (4 756) (2 500) 94 157

Profit for the period 101 413 (4 756) (2 500) 94 157Other comprehensive income– Translation of foreign operations 1 280 – – 1 280

Total comprehensive income for the period 102 693 (4 756) (2 500) 95 437

Total comprehensive income attributable to:– Equity holders 79 691 (4 756) (2 500) 72 435– Non-controlling interests 23 002 – – 23 002

102 693 (4 756) (2 500) 95 437

Profit attributable to equity holders 78 411 (4 756) (2 500) 71 155Impairment of goodwill 2 432 – – 2 432Loss on sale of property, plant and equipment (68) – – (68)Tax effect of headline earnings adjustment 10 – – 10Impairment of investments (4 210) – – (4 210)

Headline earnings 76 575 (4 756) (2 500) 69 319

Weighted average number of shares 400 446 400 446Diluted weighted average number of shares 402 660 402 660

Headline earnings per share (cents) 19.1 17.3

Diluted headline earnings per share (cents) 19.0 17.2

Basic earnings per share (cents) 19.6 17.8

Diluted earnings per share (cents) 19.5 17.7

54

Notes:

1. The financial information, in the before column, has been based on the Interim Results for the six months ended 28 February 2013.

2. On the assumption that the Voluntary Offer becomes operative on 1 September 2012 for statement of comprehensive income and 28 February 2013 for statement of financial position purposes.

3. All Eligible “A” Shares are repurchased at R0.85 per Eligible “A” Share.

4. Transaction costs of R2.5 million have been expensed. The transaction costs will have no continuing effect on the Company.

5. The Eligible “A” Shares are treated as a liability for accounting purposes.

6. The settlement of the Voluntary Offer Price will be through cash.

7. Total Voluntary Offer Price calculated as 25 033 334 Eligible “A” Shares x R0.85.

8. A revaluation loss of R4.76 million on the Eligible “A” Shares liability has been accounted for. This represents the difference between the carrying value of the liability at R0.66 per Eligible “A” Share and the Voluntary Offer Price of R0.85 per Eligible “A” Share.

9. The net adjustment of R16.522 million consists of the revaluation loss of R4.76 million (increased liability) and the settlement of R21.278 million (decreased liability).

55

ANNEXURE V

FOREIGN SHAREHOLDERS AND EXCHANGE CONTROL REGULATIONS

The definitions and interpretations commencing on page 10 of this Circular apply to this Annexure.

1. FOREIGN SHAREHOLDERS

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

The Scheme and the Voluntary Offer is governed by the laws of South Africa and is subject to any applicable laws and regulations, including the Exchange Control Regulations.

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

2. EXCHANGE CONTROL REGULATIONS

The following is a summary of the Exchange Control Regulations. It is intended as a guide only and is not a comprehensive statement of the Exchange Control Regulations which apply to Shareholders. Shareholders who have any queries regarding the Exchange Control Regulations should contact their own professional advisors without delay.

2.1 Residents of the Common Monetary Area

In the case of:

Certificated Shareholders whose registered addresses in the register are within the Common Monetary Area and whose Documents of Title are not restrictively endorsed in terms of the Exchange Control Regulations, the Scheme Consideration or the Voluntary Offer Price will be posted or transferred to such Shareholder by EFT (should this option have been selected on the Form of Election (blue));

Dematerialised Shareholders whose registered addresses in the register are within the Common Monetary Area and whose accounts with their CSDP or Broker have not been restrictively designated in terms of the Exchange Control Regulations, the Scheme Consideration or the Voluntary Offer Price will be credited directly to the accounts nominated for the relevant Shareholder by their duly appointed CSDP or Broker in terms of the provisions of the custody agreement with their CSDP or Broker.

2.2 Emigrants from the Common Monetary Area

2.2.1 The Scheme Consideration or the Voluntary Offer Price is not freely transferable from South Africa and must be dealt with in terms of the Exchange Control Regulations.

2.2.2 The Scheme Consideration or the Voluntary Offer Price due to a Certificated Shareholder who is an emigrant from South Africa, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations will be deposited in a blocked Rand account with the authorised dealer in foreign exchange in South Africa controlling the Shareholders’ blocked assets in accordance with his instructions, against delivery of the relevant Documents of Title.

56

2.2.3 In terms of a recent relaxation to the Exchange Control rulings, emigrants may externalise the Scheme Consideration or the Voluntary Offer Price by making application to the Financial Surveillance Department of the SARB via the requisite authorised dealer channel. Previously, a 10% levy would have been payable on externalisation. This is however no longer the position and the Scheme Consideration may, on application, be externalised free of the levy.

2.2.4 The authorised dealer releasing the relevant Documents of Title in terms of the Scheme must countersign the Form of Election (blue) thereby indicating that the Scheme Consideration or the Voluntary Offer Price will be placed directly in its control.

2.2.5 The attached Form of Election (blue) makes provision for the details and signature of the authorised dealer concerned to be provided.

2.3 All other non-residents of the Common Monetary Area

2.3.1 The Scheme Consideration or the Voluntary Offer Price due to a Certificated Shareholder who is a non-resident of South Africa and who has never resided in the Common Monetary Area, whose registered address is outside the Common Monetary Area and whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, will be deposited with the authorised dealer in foreign exchange in South Africa nominated by such Shareholder. It will be incumbent on the Shareholder concerned to instruct the nominated authorised dealer as to the disposal of the amounts concerned, against delivery of the relevant Documents of Title.

2.3.2 The Form of Election (blue) attached to this Circular makes provision for the nomination required in terms of paragraph 2.3.1 above. If the information regarding the authorised dealer is not given in terms of such paragraph 2.3.1, the Scheme Consideration or the Voluntary Offer Price will be held in trust by BCX for the Shareholders concerned pending receipt of the necessary information or instruction.

57

ANNEXURE VI

SECTIONS 115 AND 164 OF THE COMPANIES ACT

“115: Required approval for transactions contemplated in Part A

1. Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless:

(a) the disposal, amalgamation or merger, or scheme of arrangement:

(i) has been approved in terms of this section; or

(ii) is pursuant to or contemplated in an approved business rescue plan for that company, in terms of Chapter 6; and

(b) to the extent that Parts B and C of this Chapter and the Takeover Regulations apply to a company that proposes to:

(i) dispose of all or the greater part of its assets or undertaking;

(ii) amalgamate or merge with another company; or

(iii) implement a scheme of arrangement,

the Panel has issued a compliance certificate in respect of the transaction, in terms of section 119 (4)(b), or exempted the transaction in terms of 25 section 119(6).

2. A proposed transaction contemplated in subsection (1) must be approved:

(a) by a special resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which sufficient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter, or any higher percentage as may be required by the company’s Memorandum of Incorporation, as contemplated in section 64(2); and

(b) by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders of the company’s holding company if any, if:

(i) the holding company is a company or an external company;

(ii) the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and

(iii) having regard to the consolidated financial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and

(c) by the court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6).

3. Despite a resolution having been adopted as contemplated in subsections (2)(a) and (b), a company may not proceed to implement that resolution without the approval of a court if:

(a) the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution and, within five Business Days after the vote, any person who voted against the resolution requires the company to seek court approval; or

(b) the court, on an application within 10 Business Days after the vote by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of the transaction in accordance with subsection (7).

4. For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights:

(a) required to be present or actually present, in determining whether the applicable quorum requirements are satisfied; or

58

(b) required to be voted in support of a resolution, or actually voted in support of the resolution.

(4A) In subsection (4), ‘act in concert’ has the meaning set out in section 117(1)(b).

5. If a resolution requires approval by a court as contemplated in terms of subsection (3)(a), the company must either:

(a) within 10 Business Days after the vote, apply to the court for approval, and bear the costs of that application; or

(b) treat the resolution as a nullity.

6. On an application contemplated in subsection (3)(b), the court may grant leave only if it is satisfied that the applicant:

(a) is acting in good faith;

(b) appears prepared and able to sustain the proceedings; and

(c) has alleged facts which, if proved, would support an order in terms of subsection (7).

7. On reviewing a resolution that is the subject of an application in terms of subsection (5)(a), or after granting leave in terms of subsection (6), the court may set aside the resolution only if:

(a) the resolution is manifestly unfair to any class of holders of the company’s securities; or

(b) the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the company, or other significant and material procedural irregularity.

8. The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if that person:

(a) notified the company in advance of the intention to oppose a special resolution contemplated in this section; and

(b) was present at the meeting and voted against that special resolution.

9. If a transaction contemplated in this Part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a court for an order to effect:

(a) the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction;

(b) the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction;

(c) the transfer of shares from one person to another;

(d) the dissolution, without winding-up, of a company, as contemplated in the transaction;

(e) incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or

(f) any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger.”

“164: Dissenting shareholders appraisal rights

1. This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

2. If a company has given notice to shareholders of a meeting to consider adopting a resolution to:

(a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or

(b) enter into a transaction contemplated in sections 112, 113, or 114,

that notice must include a statement informing shareholders of their rights under this section.

3. At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

59

4. Within 10 Business Days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who:

(a) gave the company a written notice of objection in terms of subsection (3); and

(b) has neither:

(i) withdrawn that notice; or

(ii) voted in support of the resolution.

5. A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if:

(a) the shareholder:

(i) sent the company a notice of objection, subject to subsection (6); and

(ii) in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(b) the company has adopted the resolution contemplated in subsection (2); and

(c) the shareholder:

(i) voted against that resolution; and

(ii) has complied with all of the procedural requirements of this section.

6. The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

7. A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within:

(a) 20 Business Days after receiving a notice under subsection (4); or

(b) if the shareholder does not receive a notice under subsection (4), within 20 Business Days after learning that the resolution has been adopted.

8. A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and must state:

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder seeks payment; and

(c) a demand for payment of the fair value of those shares.

9. A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless:

(a) the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);

(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c) the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

10. If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

11. Within five Business Days after the later of:

(a) the day on which the action approved by the resolution is effective;

(b) the last day for the receipt of demands in terms of subsection (7)(a); or

(c) the day the company received a demand as contemplated in subsection (7)(b), if applicable, the company must send to each shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.

60

12. Every offer made under subsection (11):

(a) in respect of shares of the same class or series must be on the same terms; and

(b) lapses if it has not been accepted within 30 Business Days after it was made.

13. If a shareholder accepts an offer made under subsection (12):

(a) the shareholder must either in the case of:

(i) shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or

(ii) uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b) the company must pay that shareholder the agreed amount within 10 Business Days after the shareholder accepted the offer and:

(i) tendered the share certificates; or

(ii) directed the transfer to the company of uncertificated shares.

14. A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has:

(a) failed to make an offer under subsection (11); or

(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

15. On an application to the court under subsection (14):

(a) all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b) the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c) the court:

(i) may determine whether any other person is a dissenting shareholder who should be joined as a party;

(ii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii) in its discretion may:

(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv) may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the fair value by the court; and

(v) must make an order requiring:

(aa) the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13)(a); and

(bb) the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection (13)(a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under this section.

15A At any time until the court has made an order contemplated in subsection (15)(c)(v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case:

(a) that shareholder must comply with the requirements of subsection 13(a); and

(b) the company must comply with the requirements of subsection 13(b).

16. The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

61

17. If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pays its debts as they fall due and payable for the ensuing 12 months:

(a) the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b) the court may make an order that:

(i) is just and equitable, having regard to the financial circumstances of the company; and

(ii) ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other financial obligations as they fall due and payable.

18. If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

19. For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to:

(a) the provisions of that section; or

(b) the application by the company of the solvency and liquidity test set out in section 4.

20. Except to the extent:

(a) expressly provided in this section; or

(b) that the Panel rules otherwise in a particular case,

a payment by a company to a shareholder in terms of this section does not obligate any person to make a comparable offer under section 125 to any other person.”

62

ANNEXURE VII

DEALINGS IN SHARES BY SHAREHOLDERS THAT HAVE PROVIDED IRREVOCABLE UNDERTAKINGS

Dealings in BCX Shares for the period beginning six months before the Offer Period and ending on the Last  Practicable Date by parties who have provided irrevocable undertakings in terms of paragraph 24 of this Circular:

Steyn Capital

Date Nature of trade VolumeGross price paid per “A” Share (R)

01 Mar 13 Buy 390 0.6601 Mar 13 Buy 552 0.6605 Mar 13 Buy 339 0.6606 Mar 13 Buy 3 649 0.6606 Mar 13 Buy 34 667 0.6607 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 3 522 0.6607 Mar 13 Buy 29 830 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 3 014 0.6607 Mar 13 Buy 30 338 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6607 Mar 13 Buy 33 352 0.6607 Mar 13 Buy 1 206 0.6607 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 32 146 0.6607 Mar 13 Buy 29 322 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 27 798 0.6507 Mar 13 Buy 5 554 0.6607 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 5 046 0.6607 Mar 13 Buy 28 306 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 4 538 0.6607 Mar 13 Buy 28 814 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 18 765 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 4 030 0.6607 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 33 352 0.6507 Mar 13 Buy 68 306 0.66

63

Date Nature of trade VolumeGross price paid per “A” Share (R)

07 Mar 13 Buy 100 754 0.6607 Mar 13 Buy 35 858 0.6607 Mar 13 Buy 132 900 0.6607 Mar 13 Buy 131 694 0.6607 Mar 13 Buy 31 242 0.6511 Mar 13 Buy 492 229 0.6512 Mar 13 Buy 25 0.6513 Mar 13 Buy 82 500 0.6515 Mar 13 Buy 390 0.6518 Mar 13 Buy 2 232 0.6519 Mar 13 Buy 82 500 0.6525 Mar 13 Buy 85 0.6526 Mar 13 Buy 407 0.6508 Apr 13 Buy 30 255 0.6512 Apr 13 Buy 85 0.6515 Apr 13 Buy 849 0.6515 Apr 13 Buy 182 107 0.6515 Apr 13 Buy 44 259 0.6530 Apr 13 Buy 187 0.6503 May 13 Buy 80 231 0.6507 May 13 Buy 1 659 0.6509 May 13 Buy 150 000 0.709 May 13 Buy 84 231 0.709 May 13 Buy 15 497 0.709 May 13 Buy 150 000 0.709 May 13 Buy 50 272 0.7

64

ANNEXURE VIII

FINANCIAL RESULTS

STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2012

Notes

31 August2012

R’000

31 August2011

R’000

31 August2010

R’000

ASSETS

Non-current assetsProperty, plant and equipment 1 390 566 396 949 308 258Investment property 2 8 200Capitalised leased assets 3 51 422 57 036 33 452Goodwill 4 566 925 555 318 145 575Intangible assets 5 363 271 378 652 107 888Investment in associates and jointly controlled entities 7 5 487 7 880Long-term loans receivable 8 32 446Other investments 9 213 371 215 308 204 890Deferred tax assets 10 60 183 53 046 25 861

1 678 184 1 661 796 842 004

Current assetsAmounts owed by group companies 11Inventories 12 197 901 178 939 138 172Trade receivables 13 971 334 970 084 771 394Other receivables 14 239 034 250 604 242 282Prepayments 81 602 77 696 74 064Taxation prepaid 3 588 7 423 20 741Cash and cash equivalents 44 443 930 518 308 358 823Asset held for sale 15 18 003 9 612

1 937 389 2 021 057 1 615 088

TOTAL ASSETS 3 615 573 3 682 853 2 457 092

EQUITY AND LIABILITIES

Capital and reservesShare capital 16 2 358 2 346 1 774Share premium 1 126 900 1 126 900 543 325Foreign currency translation reserve (21 225) (27 826) (27 574)Retained earnings 916 157 975 336 961 165Share-based payment reserve 81 554 67 793 65 587

Shareholders’ equity 2 105 744 2 144 549 1 544 277Non-controlling interests 95 841 48 495 6 366

Total equity 2 201 585 2 193 044 1 550 643

Non-current liabilitiesInterest-bearing long-term liabilities 17 179 467 250 679 26 667Post-retirement benefit obligations 18 10 614 7 920 12 055Deferred tax liabilities 10 47 604 60 927 2 038

237 685 319 526 40 760

65

Notes

31 August2012

R’000

31 August2011

R’000

31 August2010

R’000

Current liabilitiesAmounts owed by group companies 19Short-term liabilities 17 89 191 77 187 66 054Trade payables 425 323 457 128 318 250Other payables 20 647 565 622 384 478 965Provisions 21 1 296 892 2 282Taxation payable 12 928 12 692 138

1 176 303 1 170 283 865 689

Total liabilities 1 413 988 1 489 809 906 449

TOTAL EQUITY AND LIABILITIES 3 615 573 3 682 853 2 457 092

66

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 AUGUST 2012

Notes

31 August2012

12 MonthsR’000

31 August2011

12 MonthsR’000

31 August2010

12 MonthsR’000

Revenue 22 5 829 644 4 314 181 4 059 979Cost of sales 3 996 112 2 979 118 (2 899 924)

Gross profit 1 833 532 1 335 063 1 160 055Operating expenses 1 558 507 1 177 391 (962 767)

Operating profit 23 275 025 157 672 197 288Share of losses from associates and jointly controlled entities 7 495 217 (2 231)

Operating profit before investment income 274 530 157 455 195 057Investment income 24 34 695 27 329 30 493

Profit before finance costs 309 225 184 784 225 550Finance costs 25 27 484 18 076 (3 395)

Profit before tax 281 741 166 708 222 155Taxation 26 85 618 64 400 (76 087)

Profit for the period 196 123 102 308 146 068

Other comprehensive income:Translation of foreign operations 5 894 (252) (7 483)

Total comprehensive income for the period 202 017 102 056 138 585

Profit attributable to:Equity holders 149 317 92 587 123 247Non-controlling interests 46 806 9 721 22 821

Profit for the year 196 123 102 308 146 068

Total comprehensive income attributable to:Equity holders 155 211 92 335 115 764Non-controlling interests 46 806 9 721 22 821

Total comprehensive income for the year 202 017 102 056 138 585

Earnings per shareBasic earnings per share (cents) 27 37.5 27.9 47.2Diluted earnings per share (cents) 27 37.2 27.6 40.1

67

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105

744

95 8

412 

201

585

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STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 AUGUST 201 2

Notes

31 August2012

12 monthsR’000

31 August2011

12 monthsR’000

31 August2010

12 monthsR’000

Cash flows from operating activitiesCash receipts from customers 5 819 430 4 115 491 3 984 999Cash paid to suppliers and employees (5 329 152) (3 694 086) (3 739 682)

Cash generated from operations 40 490 278 421 405 245 317Dividends received 17 980 3 034 28 451Interest received 16 618 9 002 12 143Finance costs (22 322) (6 367) (3 395)Dividends paid (215 215) (71 028) (46 872)Taxation paid 41 (101 434) (59 369) (66 903)

Net cash inflows/(outflows) from operating activities 185 905 296 677 168 741

Cash flows from investing activitiesAcquisition of businesses 42 (10 845) (250 000)Investments in, and advances to associates (542) (1 111)Proceeds from sale of investments 846Purchase of treasury shares (20 972)Additions to property, plant and equipment, capitalised leased assets and intangible assets (137 665)Capitalised leased assets and intangible assets 43 (205 575) (252 516)Proceeds from sale of subsidiary and business 45 4 857 192 489Proceeds from the sale of property, plant and equipment, capitalised leased assets, intangible assets and assets held for sale 4 020Capitalised leased assets and intangible assets 8 098 5 641Redemption of preference sharesInvestments made

Net cash outflows/(inflows) from investing activities (203 465) (325 900) (133 910)

Cash flows from financing activitiesRaising of long-term liabilities 23 594 262 036 30 563Repayment of long-term liabilities (18 083) (3 271)Repayment of capital element of finance leases (29 275) (808) (8 191)Repayment of short-term liabilities (51 387) (54 437) (28 539)Proceeds from disposal of interest in subsidiary 250

Net cash outflows from financing activities (56 818) 188 708 (9 439)

Net changes in cash and cash equivalents (74 378) 159 485 25 392Cash and cash equivalents at beginning of period 518 308 358 823 333 431

Cash and cash equivalents at end of period 44 443 930 518 308 358 823

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ACCOUNTING POLICIES

PRESENTATION OF FINANCIAL STATEMENTS

The principal accounting policies of the Group and the company are set out below. These accounting policies are consistent with those applied in the previous year. The consolidated financial statements of the company for the year ended 31 August 2012 comprise Business Connexion Group Limited and its subsidiaries and the Group’s interest in associates (together referred to as the Group and individually as group entities).

1. BASIS OF PREPARATION

The consolidated annual financial statements and separate annual financial statements are prepared under the historic cost convention as modified by the valuation of certain financial instruments and investment properties to fair value. The financial statements are prepared using the accounting policies set out below and are in accordance with the applicable International Financial Reporting Standards (IFRS), the AC 500 series issued by the Accounting Practices Board or its successor and the requirements of the Companies Act of South Africa. The accounting policies have been consistently applied by the Group entities.

In the current year, the Group adopted amendments to IAS 24 Related Party Disclosures,11 amendments to six standards: Improvements to International Financial Reporting Standards 2011 and IFRS 7 Financial Instruments: Disclosures – Transfers of Financial Assets. The adoption of these amendments and improvements did not have a material effect on the financial statements.

At the date of approval of these financial statements, the following standards, interpretations and amendments were in issue, but not yet effective:

Accounting standards Type

Effective date (financial years beginning on or after)

IFRS 9 Financial Instruments New standard 1 January 2015IAS 19 Employee Benefits: Defined Benefit Plans Amendment 1 January 2013IAS 27 Separate Financial Statements Amendment 1 January 2013IAS 28 Investments in Associates and Joint Ventures Amendment 1 January 2013IFRS 10 Consolidated Financial Statements New standard 1 January 2013IFRS 11 Joint Arrangements New standard 1 January 2013IFRS 12 Disclosure of Interests in Other Entities New standard 1 January 2013IFRS 13 Fair Value Measurement New standard 1 January 2013IFRS 7 Financial Instruments: Disclosures – Offsetting

Financial Assets and Financial LiabilitiesAmendment 1 January 2013

IAS 1 Presentation of Financial Statements – Presentation of Items of Other Comprehensive Income

Amendment 1 July 2012

IAS 12 Deferred Tax: Recovery of Underlying Assets Amendment 1 January 2012IAS 32 Financial Instruments: Presentation – Offsetting

Financial Assets and Financial LiabilitiesAmendment 1 January 2014

At 31 August 2012 the directors have not assessed the impact of the adoption of these standards, interpretations and amendments on the future financial statements of the Group and the company.

2. BASIS OF CONSOLIDATION

Subsidiaries

Entities (including special purpose entities) in which the Group, directly or indirectly, has the power to exercise control over the operations are considered to be subsidiaries. Control is achieved where an entity in the Group has the power to govern the financial and operating policies of another entity to obtain the benefits of its activities. In assessing control, potential voting rights that currently are exercisable are taken into account.

The investments in subsidiaries in the holding entity’s financial statements are carried at cost less any impairment losses.

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The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at fair value at the date of acquisition, except for non-current assets held for sale which are carried at fair value less costs to sell. Re-acquired rights and share-based payments are excluded from the measurement requirements of IFRS 3, but are recognised as part of the acquisition accounting, if appropriate.

The Group measures goodwill at the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, including previously held equity interests in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date.

Operating results of subsidiaries acquired are included from the date that effective control is transferred to the Group. Operating results of subsidiaries disposed of are included up to the effective date of disposal.

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

All significant inter-company transactions, balances and unrealised gains and losses are eliminated on consolidation.

Transactions with non-controlling shareholders

The non-controlling interests are measured at their proportionate interest or at fair value in the identifiable net assets of the acquire at date of acquisition. The election is made on a transaction-by-transaction basis. Acquisitions or disposals of non-controlling interests, when control is not lost, are accounted for as transactions with equity holders in their capacity as equity holders and, therefore, no goodwill is recognised as a result of such transactions. Any difference between the compensation and the non-controlling interest is recognised in retained earnings.

Losses applicable to the non-controlling interests, including negative “other comprehensive income”, are allocated to the non-controlling interest even if doing so causes the non-controlling interest to be in a deficit position. The non-controlling interest is presented within equity separately from the parent shareholder’s equity.

3. BUSINESS COMBINATIONS INVOLVING ENTITIES UNDER COMMON CONTROL

A business combination involving entities or businesses under common control is a business combination in which the same parties ultimately control all of the combining entities or businesses before and after the business combination.

In accounting for business combinations under common control, the assets and liabilities of the entities or businesses involved are transferred at the carrying amounts recognised previously in the Group controlling shareholders’ consolidated financial statements. Any difference between the consideration paid and the carrying amounts of the assets and liabilities is recognised directly as a separate component of equity.

4. INVESTMENT IN ASSOCIATES

Associates are entities in which the Group exercises a significant influence through participation in the financial and operating policy decisions of the entity, but in which it does not exercise control. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.

Investments in associates (equity accounted investees) are accounted for using the equity method and are recognised initially at cost. The cost of the investment includes transaction costs. The Group’s investment includes goodwill identified on acquisition. Goodwill relating to associates forms part of the carrying amount of the associates. The consolidated financial statements include the Group’s share of the income and expenses and equity movements of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

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When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil, and the recognition of further losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investee. The investment in the associate is accounted for at cost less accumulated impairment in the separate financial statements. Where the associate’s year-end does not coincide with the Group’s year-end, the associate’s most recent unaudited results are used.

5. FOREIGN CURRENCY TRANSACTIONS

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in South African Rand, which is the holding company’s functional currency and selected as the Group’s presentation currency.

The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency, as follows:

• assets and liabilities are translated at the closing rate at the reporting date;

• income and expenses are translated at an average exchange rate which approximates actual; and

• all resulting exchange differences are recognised in other comprehensive income and presented as a separate component in equity called foreign currency translation reserve (FCTR). When the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.

Group companies

On consolidation, exchange differences arising from the translation of the net investment in a foreign operation, and of borrowings, are recognised in other comprehensive income and presented as a separate component in equity called foreign currency translation reserve (FCTR).

When a foreign operation is disposed of the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes part of its interest in a subsidiary that includes the foreign operation while retaining control, the relevant portion of the cumulative amount is re-attributed to non-controlling interest.

When an inter-company loan, which forms part of the net investment in a foreign operation, is repaid a proportion of the cumulative amount of exchange differences recognised in the foreign currency translation reserve is transferred to profit or loss.

Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rates.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currency are recognised in profit or loss, except for differences arising on the translation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges, which are recognised directly in other comprehensive income. When an equity instrument is disposed of, all gains or losses in equity are transferred to profit or loss.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment represents tangible items that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes and are expected to be used during more than one year.

Property, plant and equipment is stated at cost to the Group less accumulated depreciation and any accumulated impairment loss. Cost includes expenditure that is directly attributable to the acquisition of the asset. When parts of an item of property, plant and equipment have different useful lives, they are

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accounted for as separate items (major components). Depreciation is calculated using the straight-line method to write off cost less residual value over the expected useful lives of the assets.

The assets’ depreciation method, residual value and useful life are reviewed annually at each reporting date.

Leasehold improvements are depreciated over their lease period or useful life, whichever is the shorter. However, if at inception of the lease it is reasonably certain that the lessee will obtain ownership of the asset by the end of the lease term, then the asset is depreciated over the expected useful life of the asset.

Gains and losses on disposals of property, plant and equipment are determined by reference to their net carrying value at the date of sale and the consideration received, and are taken into account in profit or loss. Subsequent expenditure on an item of property, plant and equipment is recognised as part of its cost only if it meets the general recognition criteria.

The estimated useful lives for the current and comparative years are:

Property 50 yearsFurniture and fittings 6 yearsEquipment 3 to 6 yearsVehicles 4 to 5 years

Land is not depreciated as it is determined to have an indefinite useful life.

7. INVESTMENT PROPERTY

Investment property, which is property held to earn rentals and/or capital appreciation, is recognised at cost on initial recognition. Cost includes expenditure that is directly attributable to the acquisition of the investment property. Subsequently the investment property is stated at fair value at the reporting date. Gains or losses arising from changes in the fair value of investment property are included in profit or loss for the year in which they arise.

8. LEASED ASSETS

Leases of property, plant and equipment where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased asset or the net present value of the minimum lease payments. The lease payments are allocated between the liability and finance charges to achieve a constant rate of return on the outstanding finance lease balance. The outstanding lease obligation, net of finance charges and the following year’s liability, is included as a long-term interest-bearing liability. The following year’s liability is included in short-term borrowings. Lease finance costs are recognised as an expense as they accrue.

The depreciable amount of the asset is depreciated over the shorter of the lease period or the useful life of the asset. The useful life, when longer than the lease period, is used where there is a reasonable prospect that ownership of the asset will pass to the Group.

Leased assets, where the risks and rewards of ownership remain with the lessor, are classified as operating leases. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. When an operating lease is terminated before the expiry of the lease, any penalty due is recognised immediately in profit or loss.

Where a lease contract is deemed to be onerous, a provision for the lower of the cost of fulfilling the lease and any compensation or penalties arising from failure to fulfil it, is raised. A lease is considered to be onerous when the unavoidable costs of meeting the obligation under the contract exceed the economic benefits receivable.

Where the Group is the lessor, the rental income from the operating leases is recognised in profit or loss on a straight-line basis over the term of the relevant lease. Amounts due from the lessee are recorded as receivables. If the period of the lease is for greater than one year the receivable is treated as long term with the current portion reflected as trade receivables.

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9. GOODWILL

Goodwill arises on the acquisition of a subsidiary or associate.

The Group measures goodwill at the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, including previously held equity interests in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date.

When the fair value of the identifiable assets and liabilities exceeds the consideration transferred, including non-controlling interest and previously held equity interests in the acquiree, a bargain purchase gain is recognised immediately in profit or loss.

Goodwill relating to subsidiaries is recognised as an asset and carried at cost less accumulated impairment losses. It is reviewed for impairment at least annually or where there is an indication of impairment. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the acquisition. If the recoverable amount of the cash-generating units are less than that of the carrying amount of the units, the resulting impairment loss is allocated to goodwill and then to the other assets of the units pro rata on the basis of the carrying amount of each asset in the unit.

On disposal of a subsidiary or associate, the attributable amount of goodwill is included in determining profit or loss on disposal.

10. INTANGIBLE ASSETS

An intangible asset is an identifiable, non-monetary asset without physical substance. It includes brands, client relationships, fair value of contracts, capitalised development costs and certain costs of the purchase and installation of major information systems (including packaged software).

Intangible assets are initially recognised at cost if acquired separately or internally generated or at fair value if acquired as part of a business combination. If assessed as having an indefinite useful life, the intangible asset is not amortised but tested for impairment annually and impaired if necessary. If assessed as having a finite useful life, the intangible assets are amortised over their useful lives using the straight-line basis and tested for impairment if there is an indication that they may be impaired.

The residual values, amortisation method and useful lives are reviewed and adjusted if appropriate at each reporting date. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally-generated goodwill and brands, is recognised in profit or loss as incurred.

Expenditure that enhances and extends the benefits of computer software programs beyond their original specifications and useful life, is recognised as a capital improvement and added to the original cost of the software and the useful life is reassessed. Computer software development costs recognised as assets are amortised over their useful lives using the straight-line method.

Research and development costs

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised and recognised as assets if:

• a separately identifiable asset is created;

• it is probable that such expenditure has definite future economic benefits;

• the development costs can be reliably measured;

• the product or process is technically and commercially feasible; and

• the Group intends to and has sufficient resources to complete the development and to use or sell the asset.

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The expenditure capitalised includes the cost of materials, direct labour, overheard costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs and is classified as property, plant and equipment or intangible assets.

Development costs initially written-off as an expense are not recognised as an asset in a subsequent period.

The amortisation periods applicable to intangible assets are as follows:

Brands 10 yearsClient relationships 3 to 6 yearsSoftware 3 to 10 yearsFair value of contracts Life of the contract

11. IMPAIRMENTS OF NON-FINANCIAL ASSETS (EXCLUDING GOODWILL)

At each reporting date, the Group reviews the carrying amounts of its non-financial assets, other than investment property, inventories and deferred tax assets, to determine whether there is any indication that those assets may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. The recoverable amount is the higher of fair value less cost to sell and the value in use.

The value in use is determined using the estimated future cash flows discounted to their net present value using a pre-tax discount rate that reflects the market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount for an individual asset, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Corporate assets do not generate separate cash inflows and are utilised by more than one cash-generating unit. Corporate assets are allocated to the cash-generating units on a reasonable and consistent basis and tested for impairment as part of the testing of the cash generating unit to which the corporate asset is allocated.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than the carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. The impairment losses are recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of impairment is recognised immediately in profit or loss.

12. ASSETS HELD FOR SALE

Non-current assets classified as held for sale are disclosed at the lower of the carrying amount and fair value less cost to sell if the carrying amount is recovered primarily through a sale transaction rather than through continuing use.

This condition is regarded as met only when the sale is highly probable and the assets (or disposal group) are available for immediate sale which should be expected to qualify for recognition as a completed sale within one year from date of classification.

Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which continue to be measured in accordance with the Group’s accounting policies.

Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurements are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment losses.

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13. FINANCIAL INSTRUMENTS

Financial instruments carried by the Group on the statement of financial position include long-term loans receivable, cash and cash equivalents, other investments, trade and other receivables, trade and other payables, and long- and short-term liabilities. The particular recognition and measurement policies adopted are disclosed in the accounting policy associated with the item.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial assets

Purchases and sales of financial assets are recognised on trade-date, being the date on which the Group commits to purchase or sell the asset. Loans and receivables and deposits are recognised on the date that they are originated. Financial assets are initially recognised at fair value plus transaction costs, except those carried at fair value through profit or loss where transaction costs are recognised immediately through profit or loss.

Financial assets are classified into the following categories: financial assets at fair value through profit or loss (FVTPL), loans and receivables, available-for-sale financial assets and held-to-maturity investments. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition.

Financial assets at fair value through profit or loss (FVTPL)

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss.

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling in the near future; or

• it is part of an indentified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial asset, other than a financial asset held for trading, may be designated at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial asset forms part of a group of financial assets or financial liabilities, or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated at FVTPL.

Financial assets at fair value through profit or loss are subsequently carried at fair value. Realised and unrealised gains and losses from changes in the fair value of the “financial assets at fair value through profit or loss” category are included in profit or loss in the period in which they arise. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the reporting date.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans and receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method less any impairment.

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Loans and receivables are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non-current assets. Loans and receivables comprise loans, trade receivables, other receivables and cash and cash equivalents.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the categories above. They are included in non-current assets unless management intends to dispose of the investment within 12 months of reporting date.

Available-for-sale financial assets are subsequently carried at fair value. The fair value of quoted securities is based on bid prices in an active market. If the market for a financial asset is not active ( for example unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

Gains and losses arising from changes in fair value are recognised in other comprehensive income, with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognised directly in profit or loss.

When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments in equity are transferred to profit or loss.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. Held-to-maturity investments are carried at amortised cost using the effective interest method less any impairment, with interest recognised on the effective yield basis.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents are measured at amortised cost.

Impairment of financial assets

The Group assesses at each reporting date whether there is objective evidence that financial assets, other than those held at FVTPL, are impaired. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

In the case of equity securities classified as available-for-sale, a significant or prolonged decline of the fair value of the security below cost is considered in determining whether the securities are impaired.

For all other financial assets, objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• default or delinquency in interest or principal payments; or

• it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

Financial assets classified as loans or receivables or held-to-maturity that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables classified as loans or receivables or held-to-maturity could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

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The carrying amount of the financial asset is reduced by the impairment loss for all financial assets, with the exception of trade receivables, where the carrying amount is reduced through the use of an impairment allowance account. When a trade receivable is considered uncollectible, it is written-off against the allowance account. Subsequent reversals of impairment losses are credited against the allowance account. Changes in the impairment allowance account are recognised in profit or loss.

With the exception of the available-for-sale equity instruments if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised on the financial asset measured at amortised cost, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity securities, impairment losses previously recognised through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised directly in other comprehensive income.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Derivative financial instruments

The Group uses derivative financial instruments (primarily foreign currency forward exchange contracts) to manage its risks associated with foreign currency fluctuations. Such derivatives are initially recorded at fair value and remeasured to fair value at subsequent reporting dates with changes reflected in profit or loss.

The resultant gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Derivatives are governed by the Group’s policies approved by the board of directors and are not used for speculative purposes.

Embedded derivatives

Derivatives embedded in other financial instruments or non-derivative host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in profit or loss. Changes in the fair value of separated embedded derivatives are recognised immediately in profit or loss.

Financial liabilities

Financial liabilities are classified as either financial liabilities “at FVTPL” or “other financial liabilities”.

Financial liabilities at FVTPL

Financial liabilities are classified at FVTPL where the financial liability is either held for trading or it is designated at FVTPL.

A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing in the near future; or

• it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

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A financial liability, other than a financial liability held for trading, may be designated at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial liability forms part of a group of financial assets or financial liabilities, or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.

14. INVENTORIES

Inventories are measured at the lower of cost and estimated net realisable value. Slow-moving inventory in excess of requirements or obsolete inventory is written-down to net realisable value.

Cost is determined using the weighted average cost method.

The values of merchandise and work in progress include direct costs and, where appropriate, a proportion of overhead expenditure (based on normal operating capacity). It excludes borrowing costs.

The basis of determining the net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

15. PROVISIONS

Provisions representing liabilities of uncertain timing or amount.

Provisions are recognised when the Group has a present legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the expenditure required to settle the present obligation. Where the effect of discounting is material, provisions are measured at their present value using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks for which future cash flow estimates have not been adjusted. The unwinding of the discount is recognised as a finance cost.

80

Onerous contracts

Present obligations arising under onerous contracts are recognised and measured as a provision. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

Restructuring

A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected business units that will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditure arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the on going activities of the entity.

Warranties

Provisions for warranty costs are recognised at the date of sale of the relevant products, at the estimated expenditure required to settle the Group’s obligation.

16. DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets and liabilities are recognised on all temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in business combinations) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit or from investments in subsidiaries and associates to the extent that it is probable that they will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. A deferred tax asset for unutilised secondary tax on company credits, that arises from the distribution of dividends before 1 April 2012 was recognised to the extent that it was probable that an entity would declare a dividend for which secondary tax on company credits can be utilised.

Deferred tax assets are recognised for capital losses to the extent that future gains, against which the loss can be offset, will be available.

Deferred tax is recognised in profit or loss, except when it relates to items credited or charged directly in equity or other comprehensive income, in which case the deferred tax is recognised in equity or other comprehensive income, respectively.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to be applied when the temporary differences reverse that have been enacted or substantively enacted by the reporting date.

17. EMPLOYEE SHARE OPTIONS

The Group issues equity-settled share options to certain employees and black equity employee (BEE) participants. Equity-settled share options are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share options is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and is adjusted for the effect of non-market-based vesting conditions. The fair value for granted options with no vesting conditions are expensed immediately.

81

A share-based payment reserve is created in equity in which share-based payments are recognised. Fair value is measured using the Monte Carlo simulation model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The Group subsidiaries issue cash-settled share-based options to certain employees which are based on the market price of Business Connexion shares. Cash-settled share-based options are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The cash-settled share-based options are recognised as an expense with a corresponding liability over the period that the employees unconditionally become entitled to payment. The fair value of the liability is remeasured at each reporting date and at settlement date. Changes in the fair value of the liability are recognised in profit or loss.

18. POST-RETIREMENT BENEFIT OBLIGATIONS

Retirement obligation

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate trustee administrated fund and will have no legal or constructive obligation to pay further amounts.

The Group operates a number of defined contribution retirement schemes in the territories in which it operates. The assets of these schemes are generally held in separate trustee-administered funds. The schemes are generally funded by payments from the employees and by the relevant group entities, taking into account the recommendations of independent actuaries. The Group’s contributions to these schemes are recognised in profit or loss when the services are rendered by employees.

Post-retirement healthcare obligations

A defined benefit plan is a post-employment benefit plan, other than a defined contribution plan.

For post-retirement healthcare obligations, the cost of providing benefits is determined using the projected unit credit method. Costs in respect of vested past service are recognised in profit or loss. When past service costs have not vested, the past service costs will be recognised as an expense on a straight-line basis over the average period until the benefits become vested.

The post-retirement obligations, in the statement of financial position, represent the present value of future obligations. The Group recognises all actuarial gains and losses arising from defined benefit plans directly in profit or loss.

19. SHARE CAPITAL

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

Repurchase of share capital (treasury shares)

When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs net of tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from retained earnings.

20. DIVIDENDS

Dividends to equity holders are included in the statement of changes in equity in the year in which they are declared.

21. REVENUE

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated client returns, rebates and other similar allowances.

82

Rendering of services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract.

The stage of completion of the contract is determined as follows:

• Installation fees are recognised by reference to the stage of completion of the installation, determined as the proportion of the total time expected to install to the time that has elapsed at the reporting date.

• Servicing fees included in the price of products sold are recognised by reference to the proportion of the cost to the total cost of providing the servicing for the product sold, taking into account historical trends in the number of services actually provided on past goods sold.

• Revenue from time and material contracts is recognised at the contractual rates as labour hours are delivered and direct expenses are incurred.

Sales of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

• The Group has transferred to the buyer the significant risks and rewards of ownership of the goods.

• The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.

• The amount of revenue can be measured reliably.

• It is probable that the economic benefits associated with the transaction will flow to the entity.

• The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Dividend and interest received

Dividends received from investments are recognised when the shareholder’s right to receive payment has been established, which in the case of quoted securities is when the dividend is declared.

Interest received is accrued on a time basis, by reference to the principal amount outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

The Group generates revenue both in its capacity as an agent of certain clients and as a stand-alone principal.

Revenue earned in an agent relationship:

• The Group acts as an agent on behalf of certain clients to procure services from third parties only to the extent that the client utilises the services. In these cases revenue is recognised as the difference between invoice values issued and the supplier cost.

Revenue earned in a principal relationship:

• Revenue arising from the rendering of services, which include computer processing services, implementation and support services, and installation and maintenance charges, is recognised on the accrual basis based on the substance of the agreement.

22. COST OF SALES

When inventories are sold, the carrying amount is recognised as part of cost of sales. Any write-down of inventories to net realisable value and any loss of inventory or reversals of previous write-downs or losses are recognised in cost of sales in the period the write down, loss or reversal occurs. Manpower costs, depreciation charges and any other expenses incurred in delivering a service are also recognised as part of cost of sales.

23. BORROWING COSTS

The Group capitalises borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Any other borrowing costs are recognised in profit or loss in the period in which they are incurred using the effective interest method.

83

24. TAXATION

Income tax expense represents the sum of current and deferred tax.

Income tax

The current tax charge is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Adjustments to tax payable in respect of previous years are also recognised in current tax for the period.

Current tax is recognised in profit or loss, except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Secondary tax on companies (STC)

STC is recognised as part of the current tax charge when the related dividend was declared before 1 April 2012.

Dividend withholding tax (DWT)

DWT is a tax on shareholders receiving dividends and is applicable to all dividends declared on or after 1 April 2012.

Dividend tax is withheld on behalf of the shareholders at a rate of 15% on dividends declared. Amounts withheld are not recognised as part of the tax charge but rather as part of the dividend paid recognised directly in equity.

Where withholding tax is withheld on dividends received, the dividend is recognised at the gross amount with the related withholding tax recognised as part of the tax charge in the period in which the dividend is received.

25. SEGMENT REPORTING

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

An operating segment’s operating results are reviewed regularly by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Group evaluates the performance of its segments based on operating profit.

All inter-segment transactions are eliminated on consolidation.

26. EARNINGS PER SHARE

The Group presents basic, headline and diluted earnings per ordinary share. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for own shares held and for the effects of all potential dilutive ordinary shares attributable to share options granted to employees.

84

PropertyR’000

Furniture and

fittingsR’000

EquipmentR’000

VehiclesR’000

RentalassetsR’000

TotalR’000

1. Property, plant and equipment

CostCost at 31 August 2009 147 304 45 198 430 272 1 775 5 292 629 841Additions 9 307 632 73 211 556 172 83 878Transfer from capitalised leased assets 758 11 766 12 524Transfer other 4 665 12 554 39 396 918 57 533Disposals (180) (12 635) (420) (13) (13 248)Currency translation differences (809) (462) (2 496) (290) (4 057)

Cost at 31 August 2010 161 225 57 742 539 514 2 539 5 451 766 471

Additions 46 813 8 982 112 426 2 683 32 170 936Acquisition of businesses 10 969 14 254 70 677 19 041 114 941Transfers (453) (5 705) (5 566) (11 724)Asset reallocations and scrapping 746 (2 256) (248 914) (12) (250 436)Disposals (160) (788) (23 132) (1 025) (25 105)Disposal of business (1 643) (971) (3 330) (2 591) (8 535)Currency translation differences (189) 58 (1 239) 101 (1 269)

Cost at 31 August 2011 217 308 71 316 440 436 20 748 5 471 755 279

Additions 18 868 2 632 84 601 7 615 1 002 114 718Acquisition of businesses 257 990 219 1 466Transfers (11 032) (49) 10 653 148 (280)Disposals (1 724) (1 171) (24 826) (730) (1 492) (29 943)Disposal of business (326) (326)Currency translation differences 1 450 415 3 527 687 6 079

Cost at 31 August 2012 224 870 73 400 515 055 28 687 4 981 846 993

Accumulated depreciationAccumulated depreciation at 31 August 2009 15 617 32 188 276 168 1 220 5 020 330 213Depreciation 7 487 5 746 66 546 353 212 80 344Transfer from capitalised leased assets 375 1 193 1 568Transfer other 3 172 4 490 49 763 391 57 816Disposals (141) (9 685) (417) (12) (10 255)Currency translation differences (25) (269) (1 023) (156) (1 473)

85

PropertyR’000

Furniture and

fittingsR’000

EquipmentR’000

VehiclesR’000

RentalassetsR’000

TotalR’000

Accumulated depreciation at 31 August 2010 26 626 42 014 382 962 1 391 5 220 458 213Depreciation 13 259 5 857 82 203 1 355 132 102 806Acquisition of businesses 6 405 9 346 49 934 8 251 73 936Transfers 196 (2 187) 1 248 (743)Asset reallocation and scrapping 746 (2 256) (248 914) (12) (250 436)Disposals (67) (765) (19 073) (190) (20 095)Disposal of businesses (715) (409) (2 347) (1 359) (4 830)Currency translation differences (27) 246 (769) 29 (521)

Accumulated depreciation at 31 August 2011 46 423 51 846 245 244 9 477 5 340 358 330Depreciation 14 923 6 769 91 795 4 837 219 118 543Acquisition of businesses 209 894 170 1 273Transfers (39) 1 015 141 1 117Disposals (1 622) (1 124) (20 355) (575) (1 460) (25 136)Disposal of businesses (281) (281)Currency translation differences 97 482 1 810 192 2 581

Accumulated depreciation at 31 August 2012 59 821 58 143 320 122 14 242 4 099 456 427

Carrying value at 31 August 2010 134 599 15 728 156 552 1 148 231 308 258

Carrying value at 31 August 2011 170 885 19 470 195 192 11 271 131 396 949

Carrying value at 31 August 2012 165 049 15 257 194 933 14 445 882 390 566

A list of land and buildings is available for inspection at the registered office of the Group.

The carrying value of freehold land and buildings pledged as security for long-term liabilities amounts to R8.0 million (2011: R7.2 million). Details of assets pledged as security for long-term liabilities are disclosed in note 17.

2012R’000

2011R’000

2010R’000

2. Investment property

Fair value of investment property at beginning of period 8 200 17 450Increase in fair value during the period 191 362Reclassification of investment property as asset held for sale (8 391) (9 612)

Fair value of investment property at end of period 8 200

86

Furnitureand fittings

R’000Equipment

R’000Total

R’000

3. Capitalised leased assets

CostCost at 31 August 2009 825 71 248 72 073Additions 8 822 8 822Transfer to property, plant and equipment (12 524) (12 524)Transfer from intangible assets 2 2Transfer other 241 (8 682) (8 441)Disposals (16 393) (16 393)Currency translation differences (99) (9) (108)

Cost at 31 August 2010 967 42 464 43 431Additions 22 090 22 090Acquisition of business 50 580 50 580Asset scrapping (1 585) (1 585)Disposals (8 889) (8 889)Currency translation differences 4 4

Cost at 31 August 2011 971 104 660 105 631Additions 386 18 169 18 555Transfers 1 434 (2 079) (645)Disposals (222) (11 886) (12 108)Currency translation differences 159 15 174

Cost at 31 August 2012 2 728 108 879 111 607

Accumulated depreciationAccumulated depreciation at 31 August 2009 354 27 623 27 977Depreciation 199 6 930 7 129Transfer to property, plant and equipment (1 568) (1 568)Transfer from intangible assets 2 2Transfer other 1 (8 729) (8 728)Disposals (14 789) (14 789)Currency translation differences (38) (6) (44)

Accumulated depreciation at 31 August 2010 516 9 463 9 979Depreciation 189 16 389 16 578Acquisition of business 29 574 29 574Asset scrapping (1 585) (1 585)Reclassification of computer software 782 782Disposals (6 741) (6 741)Currency translation differences 8 8

Accumulated depreciation at 31 August 2011 713 47 882 48 595Depreciation 514 23 314 23 828Transfers 864 (1 179) (315)Disposals (221) (11 845) (12 066)Currency translation differences 128 15 143

Accumulated depreciation at 31 August 2012 1 998 58 187 60 185

Carrying value at 31 August 2010 451 33 001 33 452

Carrying value at 31 August 2011 258 56 778 57 036

Carrying value at 31 August 2012 730 50 692 51 422

Capitalised leased assets are encumbered as reflected in note 17.

87

2012R’000

2011R’000

2010R’000

4. Goodwill

Carrying value at beginning of period 555 318 145 575 145 575Acquisition of businesses 16 470 520 865Disposals (111 122)Impairment during the period (4 863)

Carrying value at end of period 566 925 555 318 145 575

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units that are expected to benefit from that business combination. The carrying amount of goodwill has been allocated as follows:

Business Connexion Proprietary Limited:Cost at beginning of year 184 399 162 074 162 074Additions 22 325Accumulated impairment (21 362) (16 499) (16 499)

Carrying value at end of year 163 037 167 900 145 575

UCS subsidiariesCost at beginning of year 227 471Additions 338 593Accumulated impairment (111 122)

Carrying value at end of year 227 471 227 471

Canoa Group Holdings Proprietary LimitedCost at beginning of year 159 947Additions 159 947

Carrying value at end of year 159 947 159 947

Quad Automation Proprietary LimitedCost at beginning of yearAdditions 16 470

Carrying value at end of year 16 470

Carrying value at end of year 566 925 555 318 145 575

The Group tests goodwill annually for impairment, or more frequently, if there are indications that goodwill might be impaired.

The recoverable amount of a cash-generating unit is the higher of fair value less cost to sell and the value in use. The value in use is determined using the estimated future cash flows discounted to their net present value using a pre-tax rate that reflects the market’s assessments of the time value of money and the risks specific to the asset.

These calculations use cash flow projections based on historical information and financial budgets approved by management covering a three to five-year period. The projected cash flows are discounted to their net present value using the weighted average cost of capital.

The goodwill impairment test conducted for the period under review applied a weighted average cost of capital of 16.0% with a 0.5% sensitivity and a perpetual growth rate of 4.0% with a 0.5% sensitivity. With the exception of the impairment of goodwill on SiloFX no other impairment was required.

88

BrandsR’000

Clientrelationship

R’000

Computersoftware

R’000

Fair valueof contracts

R’000Total

R’000

5. Intangible assets

CostCost at 31 August 2009 189 813 26 670 216 483Additions 44 965 44 965Transfer to capitalised leased assets (2) (2)Transfer other 1 873 (63) 1 810Disposals (4 387) (4 387)Currency translation differences (1 220) (1 220)

Cost at 31 August 2010 231 042 26 607 257 649Additions 59 490 59 490Acquisition of business 36 860 179 170 106 568 322 598Transfers 11 724 11 724Disposal of business (43 867) (43 867)Disposals (228) (228)Currency translation differences (592) (592)

Cost at 31 August 2011 36 860 179 170 364 137 26 607 606 774Additions 72 302 72 302Acquisition of business 76 76Transfers (267) (267)Disposals (9 657) (9 657)Currency translation differences 1 299 1 299

Cost at 31 August 2012 36 860 179 170 427 890 26 607 670 527

Accumulated amortisationAccumulated amortisation at31 August 2009 102 388 23 895 126 283Amortisation 23 880 1 514 25 394Transfer to capitalised leased assets (2) (2)Transfer other 1 878 (63) 1 815Disposals (3 320) (3 320)Currency translation differences (409) (409)

Accumulated amortisation at31 August 2010 124 415 25 346 149 761Amortisation 1 229 13 328 27 751 1 261 43 569Acquisition of businesses 57 867 57 867Transfers 743 743Reclassification from capitalised assets (782) (782)Disposal of business (22 534) (22 534)Disposals (224) (224)Currency translation differences (278) (278)

89

BrandsR’000

Clientrelationship

R’000

Computersoftware

R’000

Fair valueof contracts

R’000Total

R’000

Accumulated amortisation at31 August 2011 1 229 13 328 186 958 26 607 228 122Amortisation 3 686 42 786 38 155 84 627Acquisition of businesses 76 76Transfer (637) (637)Disposals (5 733) (5 733)Currency translation differences 801 801

Accumulated amortisation at31 August 2012 4 915 56 114 219 620 26 607 307 256Carrying value at 31 May 2010 106 627 1 261 107 888

Carrying value at 31 August 2011 35 631 165 842 177 179 378 652

Carrying value at 31 August 2012 31 945 123 056 208 270 363 271

The intangible assets included above have finite useful lives, which are detailed in the accounting policy, over which the assets are amortised. Intangible assets relating to the fair value of contracts and client relationships are contracts acquired on acquisition of businesses and are amortised as and when the contract revenues are expected to be realised.

2012R’000

2011R’000

2010R’000

6. Investment in associates

Shares at cost 3 674 3 674 3 675Advances to associates 7 475 6 977 6 436

Investment in associate 11 149 10 651 10 111Share of post – acquisition losses (3 159) (2 664) (2 231)Impairment (7 990) (2 500)Carrying value at end of period 5 487 7 880

The advances to associates are interest free, unsecured and repayable on demand.Hawkstone iSolutions Proprietary LimitedRevenue 17 226 3 329 2 381Profit/(Loss) 495 536 (2 130)Total assets 6 613 9 368 4 431Total liabilities (12 591) (14 590) (6 560)Managed Print Solutions Proprietary LimitedProfit 319Kuskoraal Investment Proprietary LimitedLoss (101)Total assetsTotal liabilities (101)

The financial information provided represents the Group’s share of the financial position and results of the associates.

The investment in Hawkstone iSolutions Proprietary Limited has been fully impaired as the entity is  being liquidated.

90

2012R’000

2011R’000

2010R’000

7. Long-term loans receivable

UCS Solutions Proprietary Limited management loan 29 663

This loan is unsecured, bears interest at 80% of the ruling prime interest rate per annum and is not repayable within the next 12 months.

BEE “A” Shareholder loans 494

These loans are unsecured and are not repayable within the next 12 months. R0,433 million bears interest at 80% of the ruling prime interest rate per annum. R0,061 million is interest free.

NTQ MBI Proprietary Limited 2 289

This loan is unsecured, bears interest at a rate of prime less 2% per annum and is not repayable within the next 12 months.

32 446

8. Other investments

Held-to-maturityGadlex preference sharesCost at beginning of period 214 687 204 890 204 890PurchasesRedemption/ dividend of preference shares capitalised (1 316) 9 797

Cost at end of period 213 371 214 687 204 890

Available-for-saleCapital Eye Investments Limited* ordinary shares 621

Total other investments at end of period 213 371 215 308 204 890

Details of unlisted investments322 500 ordinary shares of R1 each in Business Partners Proprietary LimitedGadlex Proprietary Limited – “A” preference shares 120 273 121 589 111 792Gadlex Proprietary Limited – “B” preference shares 15 810 15 810 15 810Gadlex Holdings Proprietary Limited – “C” preference shares 77 288 77 288 77 288Capital Eye Investments Limited* ordinary shares 621

213 371 215 308 204 890

* Capital Eye Investments Limited previously UCS Group Limited

Gadlex Proprietary Limited – “A” preference shares

10 000 “A” preference shares with a nominal value of R0.01 (one cent) each. The shares are redeemable, and cumulative and have a coupon rate of 80% of the South African prime rate. The approximate redemption date changed from 7 June 2013 to 31 August 2015 as a result of the BEE transaction concluded on 31 August 2010. In terms of the shareholders’ agreement, 80% of all dividends declared by Business Connexion Group Limited to Gadlex Proprietary Limited are to be utilised to pay the preference dividend due, and thereafter, the redemption of the preference shares.

91

Gadlex Proprietary Limited – “B” preference shares

1 000 “B” preference shares with a nominal value of R0.01 (one cent) each. The shares are redeemable, and cumulative and have a coupon rate of 80% of the South African prime rate and rank after the “A” preference shares. The approximate redemption date changed from 7 June 2013 to 31 August 2015 as a result of the BEE transaction concluded on 31 August 2010. In terms of the shareholders’ agreement, 80% of all dividends declared by Business Connexion Group Limited to Gadlex Proprietary Limited are to be utilised to pay the preference dividend due, and thereafter, the redemption of the preference shares.

Gadlex Holdings Proprietary Limited – “C” preference shares

10 000 “C” preference shares with a nominal value of R0,01 (one cent) each. The shares are redeemable, and cumulative and have a coupon rate of 80% of the South African prime rate and rank after the “A” and “B” preference shares. The approximate redemption date changed from 7 June 2013 to 31 August 2015 as a result of the BEE transaction concluded on 31 August 2010. In terms of the shareholders’ agreement, 80% of all dividends declared by Business Connexion Group Limited to Gadlex Proprietary Limited are to be utilised to pay the preference dividend due, and thereafter, the redemption of the preference shares.

Preference dividends accrued on the “A”, “B” and “C” preference shares of R15.3 million (2011: R15.4 million) have been included in other receivables.

Capital Eye Investments Limited

The Group held 1 149 731 Capital Eye Investments Limited shares at a market price of R0,54 (fifty four cents). The shares were held for the benefit of employees of UCS Technology Services Proprietary Limited, UCS Solutions Proprietary Limited, Accsys Proprietary Limited and CEB Maintenance Africa Proprietary Limited, who had share options in a UCS Group Limited share option scheme. These shares were sold for R0.55 (fifty five cents) as part of the delisting of UCS Group Limited.

2012R’000

2011R’000

2010R’000

9. Deferred tax

Deferred tax assets at beginning of period 53 046 25 861 45 620Deferred tax liabilities at beginning of period (60 927) (2 038) (3 458)

Net deferred tax balance at beginning of period (7 881) 23 823 42 162Recognised in profit or loss 19 887 20 841 (18 339)Acquisition of business 272 4 459Disposal of subsidiary 6 501Translation of foreign operations 301Recognised against intangible assets on acquisition of business (63 505)

Net deferred tax balance at end of period 12 579 (7 881) 23 823

Deferred tax asset at end of period 60 183 53 046 25 861Deferred tax liabilities at end of period (47 604) (60 927) (2 038)

12 579 (7 881) 23 823

92

The following are the major deferred tax assets and liabilities recognised by the Group and the movements in the current and prior periods:

Balance at31 August

2011R’000

Recognitionin profit

or lossR’000

(Acquisition)/Disposal of

businessR’000

Translationand foreignoperations

R’000

Balance at31 August

2012R’000

STC Credits 1 536 (1 536)Intangible assets (59 177) 13 766 (45 411)Accelarated tax allowances (27 577) 12 686 (14 891)Prepayments (3 044) (3 291) (6 335)Capitalised leased assets and liabilities 5 890 (8 320) 5 (2 425)Provisions 49 930 5 564 267 7 55 768Calculated tax losses 5 084 7 302 294 12 680Income received in advance 17 246 (760) 16 486Net share options balance 2 231 (5 524) (3 293)

Total (7 881) 19 887 272 301 12 579

Balance at31 August

2010R’000

Recognitionin profit

or lossR’000

(Acquisition)/Disposal of

businessR’000

Translationand foreignoperations

R’000

Balance at31 August

2011R’000

STC Credits 1 690 (154) 1 536Intangible assets 4 328 (63 505) (59 177)Accelerated tax allowances (27 881) 3 357 (3 053) (27 577)Prepayments (3 950) 1 705 (799) (3 044)Capitalised leased assets and liabilities 10 098 (3 953) (255) 5 890Provisions 33 623 6 835 9 472 49 930Calculated tax losses 5 084 5 084Income received in advance 13 713 (2 037) 5 570 17 246Net share options balance (3 470) 5 676 25 2 231

Total 23 823 20 841 10 960 (63 505) (7 881)

93

Balance at31 August

2009R’000

Recognitionin profit

or lossR’000

(Acquisition)/Disposal of

businessR’000

Translation and foreignoperations

R’000

Balance at31 August

2010R’000

STC Credits 2 854 (1 164) 1 690Intangible assetsAccelerated tax allowancesPrepaymentsCapitalised leased assets and liabilitiesProvisionsCalculated tax lossesIncome received in advanceNet share options balance

Total 2 854 (1 164) 1 690

At 31 August 2012 the Group had unutilised tax losses of R214.4 million (2011: R138.0 million) available  for offset against future taxable profits. No deferred tax asset has been raised on unutilised tax losses amounting to 178.1 million (2011: R117.8 million) due to the unpredictability of future taxable profit. If a deferred tax asset was to be raised, an amount of R49.2 million (2011: R33.0  million) would be recognised in profit or loss.

At reporting date, the Group had unutilised capital gains tax losses of R526.7 million (2011: R1 106.5 million). A deferred tax asset has not been raised on this amount due to the uncertainty of future capital gains.

On 1 April 2012, Secondary Tax on Companies (STC) was replaced with a Dividend Withholding Tax (DWT). Subsequent to 1 April 2012, unutilised STC credits can be carried forward for a period of three years and may be utilised to reduce the liability for DWT of the beneficial holder of the dividend. The Group has not recognised deferred tax assets relating to STC at 31 August 2012.

2012R’000

2011R’000

2010R’000

10. Inventories

CostMaintenance, components and consumables 200 685 149 288 161 324Merchandise 101 719 117 991 59 159Work in progress 14 620 23 729 13 450

317 024 291 008 233 933

Write-down of inventoriesMaintenance, components and consumables 109 037 104 262 93 942Merchandise 10 086 7 807 1 819

119 123 112 069 95 761

Carrying value at end of period 197 901 178 939 138 172

94

2012R’000

2011R’000

2010R’000

11. Trade receivables

Trade receivables 997 555 985 842 780 122Impairment (26 221) (15 758) (8 728)

Carrying value at end of period 971 334 970 084 771 394

Impairments are based on the objective evidence that the Group will not be able to collect all the amounts due according to the original terms of trade receivables. Balances not impaired are considered recoverable. The carrying amount of the trade receivables approximates fair value because of the short period to maturity.

Standard credit terms are 30 days from date of invoice, unless otherwise stipulated in an agreement with clients. Based on historic default rates, the Group believes that no impairment is necessary in  respect of trade receivables not past due.

Trade receivables amounting to R513.2 million (2011: R660.0 million) have been ceded to Rand Merchant Bank and R33.5 million (2011: R15.0 million) to Nedbank. Refer to note 17.

No individual client represents more than 10% of the Group’s trade receivables.

Details of the Group’s credit risk management policies are set out in note 37.

GrossR’000

ImpairmentR’000

Carryingamount

R’000

Trade receivables ageing 31 August 2010Not past due 582 814 582 814Past due 30 days 74 828 74 828Past due 60 days 42 405 (658) 41 747Past due 90 days 16 701 16 701Past due >120 days 63 374 (8 070) 55 304

780 122 (8 728) 771 394

Trade receivables ageing 31 August 2011Not past due 755 325 755 325Past due 30 days 95 055 95 055Past due 60 days 52 493 (336) 52 157Past due 90 days 17 006 (2 004) 15 002Past due >120 days 65 963 (13 418) 52 545

985 842 (15 758) 970 084

Trade receivables ageing 31 August 2012Not past due 797 690 797 690Past due 30 days 83 044 83 044Past due 60 days 37 390 (559) 36 831Past due 90 days 20 414 (3 334) 17 080Past due >120 days 59 017 (22 328) 36 689

997 555 (26 221) 971 334

Movement in the impairment of trade receivables

2012R’000

2011R’000

2010R’000

Balance at beginning of period 15 758 8 728 18 868Amounts (utilised)/recovered (1 430) 426 (11 420)Raised 12 656 8 264 8 728Released (763) (1 660) (7 448)Balance at end of period 26 221 15 758 8 728

95

201 2R’000

20 11R’000

2010R’000

12. Other receivables

Accrual for uninvited income 114 382 131 185 198 240Asset finance residual values 33 530 19 175UCS Solutions Proprietary Limited management loan 32 092Loans to employees 7 691 4 466 181BEE “A” Shareholder loans 463Deposits 2 988 4 797Fair value gain on forward exchange contracts 1 011 1 388Preference dividends accrual 15 341 15 359 18 438Receivable on disposal of properties 18 012Other 46 079 41 679 25 423

239 034 250 604 242 282

The carrying amount of other receivables approximates fair value because of the short period to  maturity.

2012R’000

2011R’000

2010R’000

13. Assets held for sale (refer to note 2)

Balance at beginning of period 18 003 9 612Transfer from investment property 8 391 9 612Disposal of assets held-for-sale (18 003)

Balance at end of period 18 003 9 612

Number of shares R’000

14. Share capital

Authorised share capital

Ordinary shares

31 August 2010, 31 August 2011 and 31 August 2012 ordinary shares of 0.59 cents each 847 457 627 5 000

“A” shares

Authorised during August 2010, 31 August 2011 and 31 August 2012 ”A” Shares of 0.59 cent each 150 000 000 885

Issued share capital

Ordinary shares

Ordinary shares of 0.59 cents in issue at 31 August 2010 303 729 350 1 792Less treasury shares held at 31 August 2010 3 114 904 18

Ordinary shares in issue at 31 August 2010 300 614 446 1 774Ordinary shares utilised during the year 104 358 022 615Less treasury shares held at 31 August 2011 7 280 248 43

Ordinary shares in issue at 31 August 2011 397 692 220 2 346Ordinary shares utilised during the year 2 155 699 12

Ordinary shares in issue at 31 August 2012 399 847 919 2 358

96

Number of shares R’000

“A” shares

“A” shares of 0.59 cents issued at 31 August 2010 75 100 000“A” shares utilised during the year 25 033 334

“A” shares in issue at 31 August 2011 100 133 334Less “A” Shares held at 31 August 2012 61 502

“A” shares in issue at 31 August 2012 100 071 832

The “A” shares are legally issued but are not taken into account for accounting purposes as the substance of the transaction is that Business Connexion Group Limited has granted a share option which is accounted for as an equity-settled share-based payment in terms of IFRS2 Share-based Payment, ie they are still held by Business Connexion Group Limited pending their transfer to the participants in the “A” share transaction at 31 August 2015.

Ordinary shares held by the Business Connexion Group Share Trust and Business Connexion Proprietary Limited at 31 August 2012 were 5 124 549 (2011: 7 280 248), representing 1.3% (2011: 1.8%) of the issued ordinary share capital.

“A” shares held by Business Connexion Proprietary Limited at 31 August 2012 were 61 502 (2011: 97 555) representing 0,04% (2011: 0.06%) of the issued “A” share capital.

Less thanone year

R’000

Betweenone and five

yearsR’000

2012R’000

2011R’000

2010R’000

15. Interest-bearing long-term liabilities

Liabilities under finance leases31 August 2010Future minimum lease payments 30 767Lease finance charges (3 928)

Present value of minimum lease payments 26 839Liabilities under finance leases31 August 2011Future minimum lease payments 29 515 33 765 63 280Lease finance charges (2 043) (4 385) (6 428)

Present value of minimum lease payments 27 472 29 380 56 852Liabilities under finance leases31 August 2012Future minimum lease payments 28 360 19 714 48 074Lease finance charges (2 499) (1 528) (4 027)

Present value of minimum lease payments 25 861 18 186 44 047

Liabilities under finance leases relate to assets with lease terms ranging from three to five years.

These liabilities bear interest at fixed interest rates ranging between 2% and 10.22% (2011: 2% and 10.22%). A variable rate based on the base rate of the Bank of England plus 2% applies to a lease in GBP.

The liabilities are in respect of the capitalised leased assets with a carrying value of R51.4 million (2011: R57.0 million) as shown in note 3. The Group has the option to purchase these assets at the end of the lease term.

The fair values of the liabilities under finance leases approximates their carrying amounts.

97

2012R’000

2011R’000

2010R’000

Loans

Stanbic Tanzania 3 740 1 560 3 123

The loan bears interest at 8.5%, is secured by a guarantee from Business Connexion Propriety Limited and is repayable over 60 months. The base currency for this loan is USD.

Nedbank 3 751 8 938

These loans are secured by a cession of trade receivables amounting to R33.5 million(2011: R15.0 million) of CEB Maintenance Africa Proprietary Limited and bear interest at 6,5% (2011: 8.5%). A portion of the loans was repaid on 1 November 2011 and the balance outstanding at 31 August 2012 is repayable in December 2012. The base currency for these loans is ZAR.

Rand Merchant Bank 210 327 254 410

The loan is secured by a cession of the trade receivables amounting to R513.2 million (2011: R660.0 million) of Business Connexion Proprietary Limited, and is repayable in quarterly instalments, over 60 months. The loan bears interest at JIBAR plus 2%. An interest rate swap has been taken out for three years to fix the rate at 9.02%.At 31 August 2012 Business Connexion Proprietary Limited has complied with all the Rand Merchant Bank debt covenant requirements. The base currency for this loan is ZAR.

Akiba Tanzania 630 1 367 2 164

The loan bears interest at 9.0%, is secured by fixed assets and is repayable over 36 months. The base currency for this loan is USD.

IBM Global Finance 1 173

The loan bears interest at 9.92%, is unsecured and is repayable over 36 months.

Zambia 968

This loan bears interest at the Zambian prime rate less 1%, is secured by a swift guarantee of R1.3 million from FNB South Africa. The loan is repayable over 35 months. The base currency for this loan is USD.

Barclays Commercial Mortgage 5 195 4 739 5 025

The loan bears interest at the UK prime rate plus 1.25%, is secured by the freehold building at 4 Arlington Court, Arlington Business Park, Stevenage and is repayable over 20 years. The base currency of the loan is GBP.

Refer note 1 for the carrying value of freehold buildings.

Total interest-bearing long-term liabilities 268 658 327 866 38 324Transfer to short-term liabilities (89 191) (77 187) (11 657)

179 467 250 679 26 667

98

2012R’000

2011R’000

2010R’000

16. Post-retirement benefit obligations

Post-retirement healthcare benefitsBalance at the beginning of period 7 920 12 055 10 931Amendment to accruals based on changes in assumptions and known increases in medical aid rates 1 703 (3 230)Interest 1 114 1 034 938Current period service cost 358 329 597Benefits paid (481) (2 268) (411)

Balance at end of period 10 614 7 920 12 055

Amounts recognised in profit or lossAmendment to accruals based on changes in assumptions and known increases in medical aid rates 1 703 (3 230)Interest 1 114 1 034 938Current period service cost 358 329 597

3 175 (1 867) 1 535

It is not the Group’s policy to offer post-retirement healthcare benefits. At 31 August 2012, 32 individuals (31 August 2011: 30) have the right to post-retirement healthcare benefits as a result of terms and conditions applicable in their employment contracts prior to becoming part of the Group.

It is the Group’s policy to provide in full for the future liabilities where the individual is already retired, and over the remaining period of employment, where the individual is currently employed. These liabilities are unfunded.

The method used to value the liabilities is the projected unit credit method.

Healthcare cost inflation 7.0% 7.25% 7.3%

Discount rate 7.35% 8.50% 8.8%

Average retirement age for in service members 63 63 63

Assumed rate of mortality as follows:

During employment SA 85 – 90 (light) ultimate table

Post-employment PA (90) ultimate table

99

2012R’000

2011R’000

2010R’000

17. Other payables

Accruals 144 628 179 099 147 776Vendor payment accruals 49 543 20 000Accrual for leave pay 101 748 93 086 78 802Income received in advance 83 175 91 967 107 075Payroll creditors 160 174 127 319 44 264VAT 51 960 53 166 29 517Liability relating to the executive share option schemeInterest rate swap 6 643 7 301Other 49 694 50 446 71 531

647 565 622 384 478 965

LegalR’000

WarrantiesR’000

TotalR’000

18. Provisions

Balance at 31 August 2010 285 1 997 2 282Recognised in profit and loss (68) (1 322) (1 390)Balance at 31 August 2011 217 675 892Recognised in profit and loss (217) 621 404

Balance at 31 August 2012 1 296 1 296

The legal provision relates to possible claims on outstanding legal matters. Warranties relate to possible claims on products sold. The amount is determined based on past experience.

2012R’000

2011R’000

2010R’000

19. Revenue

For rendering services 3 822 517 2 593 885 2 214 727Arising on sale of goods 2 007 127 1 720 296 1 845 252

5 829 644 4 314 181 4 059 979

2012R’000

2011R’000

2010R’000

20. Operating profit

Operating (loss)/profit is stated after:Administration, management and other fees 13 920 21 951 21 719

Auditors’ remunerationAudit fees– Current year 11 420 7 287 5 572– Prior year(over)/under provision 1 600 710 (2 237)Fees for other services 22 1 078

13 042 8 590 4 413

100

2012R’000

2011R’000

2010R’000

Depreciation and amortisationProperty, plant and equipment– Property 14 923 13 259 7 487– Furniture and fittings 6 769 5 857 5 746– Equipment 91 795 82 203 66 546– Vehicles 4 837 1 355 353– Rental assets 219 132 212

118 543 102 806 80 344

Capitalised leased assets– Furniture and fittings 514 189 199– Equipment 23 314 16 389 6 930

23 828 16 578 7 129

Intangible assets– Brands 3 686 1 229– Client relationships 42 786 13 328– Computer software 38 155 27 751 23 880– Fair value of contracts 1 261 1 514

84 627 43 569 25 394

Operating lease charges– Land and buildings 97 876 43 920 53 727– Equipment 44 669 23 764 19 627– Vehicles 2 651 2 637 1 078

145 196 70 321 74 432

Foreign exchange losses 7 588 9 348 13 375

Research and development costs 30 797 16 111 14 931

Employee costs– Paid to employees 2 124 067 1 782 749 1 599 326– Contributions paid on behalf of employees 133 601 189 652 134 229

2 257 668 1 972 401 1 733 555

Average number of employees 6 548 6 453 4 733

Other disclosable itemsFair value of financial liability 433 (5 958) 30 747Fair value adjustment to other investments 12(Loss)/Profit on sale of subsidiary (144) 68 868Impairment of investment of associate (5 985) (2 500)Impairment of loans (5 917)Fair value adjustments to investment property 191 362Share-based payment expenses (13 761) (15 879) (50 881)Loss on sale of associate (218)Profit on sale of held for sale asset 4 741 8Loss on sale of property, plant and equipment, capitalised leased assets and other intangible assets (720) (1 519) (1 644)Goodwill impairment (4 863)Write-down of inventories (7 054) (16 308)Reversal of loan impairment 1 418

101

2012R’000

2011R’000

2010R’000

21. Investment income

Interest received– Banks 14 707 4 879 11 487– Loans and advances 1 880 1 137 49– South African Revenue Services 31 2 920 607

16 618 8 936 12 143

Dividends received– Banks 1 703 3 034 1 384– Unlisted investments 15 341 15 359 16 966– Subsidiaries– Other 1 033

18 077 18 393 30 493

2012R’000

2011R’000

2010R’000

22. Finance costs

Interest on liabilities 23 176 14 085 2 745Interest on finance leases 4 012 3 991 650Other 296

27 484 18 076 3 395

2012R’000

2011R’000

2010R’000

23. Taxation

South African tax 78 881 57 197 68 912Foreign tax 6 737 7 203 5 775

85 618 64 400 74 687

ComprisingNormal tax– Current period 111 806 78 061 52 507– Prior period under/(over) provision (31 550) 3 173Secondary tax on companies 21 924 5 296 1 826Withholding tax 3 325 1 881 3 242

Current tax 105 505 85 241 57 748

Deferred tax– Current period (20 259) (19 620) 17 492– Prior period under provision 372 (1 221) 847

Deferred tax (19 887) (20 841) 18 339

85 618 64 400 76 087

102

2012R’000

2011R’000

2010R’000

Reconciliation of effective tax rate %Effective tax rate 30.4 38.6 34.2Deferred tax raised on secondary tax credits on companies (0.5) (0.1) 0.8Withholding tax and dividend withholding tax (1.2) (1.1)Secondary tax on companies (8.0) (3.2) (2.3)Differing tax rate (0.4) (0.7) (0.5)Capital gains tax (0.5) (18.8)Prior year adjustment 11.3 0.7Increase/(Reduction) in taxes due to exempt income, allowances and estimated tax losses (3.1) 12.6 (4.2)

Exempt income (4.1) 25Disallowable expenses 0.7 (12.9)Calculated tax losses 0.3 0.5

Statutory tax rate 28.0 28.0 28.0

South African income tax is calculated at 28% (2011: 28%) of the estimated taxable income for the period. Taxation in other jurisdictions is calculated at rates prevailing in those relevant jurisdictions.

103

2012R’000

2011R’000

2010R’000

24. Earnings per share

Reconciliation of treasury sharesNumber of treasury shares held by the share purchase trusts and subsidiary at end of period 5 124 549 2 975 904 622 466Weighted average number of options exercised during the period in the share purchase trusts 1 297 912 130 356Weighted average number of options forfeited during the period in the share purchase trusts 1 160 573

Weighted average number of treasury shares 6 422 461 3 106 260 1 783 039

Weighted average number of shares is calculated as follows:Number of ordinary shares in issue at end of period 404 972 468 404 972 468 262 636 912Weighting of shares issued during the period (70 176 737)Weighted average number of treasury shares (6 422 461) (3 106 260) (1 783 039)

Weighted average number of shares 398 550 007 331 689 471 260 853 873

Diluted weighted average number of shares is calculated as follows:Weighted average number of shares 398 550 007 331 689 471 260 853 873Potential dilutive options 2 059 028 3 451 349 7 531 557Options issued and exercised during the period that were dilutive for a portion of the period 487 933 30 859 650 322Net ordinary shares issued to Gadlex Proprietary Limited in terms of BEE transaction 38 600 000

Diluted weighted average number of shares 401 096 968 335 171 679 307 635 752Profit attributable to equity holders 149 317 92 578 123 247Basic earnings per share (cents) 37.5 27.9 47.2Diluted earnings per share (cents) 37.2 27.6 40.1

2012R’000

2011R’000

2010R’000

25. Headline earnings per share

Profit attributable to equity holders 149 317 92 587 123 247Fair value adjustment to investment property (191) (362)Loss on sale of property, plant and equipment, capitalised leased assets and other intangible assets 720 1 519 1 644Profit on sale of subsidiary 144 (68 868)Loss on sale of associate 218Impairment of investment associate 5 985 2 500Reversal of loan impairment (1 418)Profit on sale of business (4 741)Impairment of goodwill 4 863Tax effect of headline earnings adjustments 563 29 751 (221)Non-controlling interest in headline earnings adjustments (179)

Headline earnings attributable to equity holders 155 433 57 516 124 129

104

2012R’000

2011R’000

2010R’000

Weighted average number of shares 398 550 007 331 689 471 260 853 873Diluted weighted average number of shares 401 096 968 335 171 679 307 635 752Headline earnings per share (cents) 39.0 17.3 47.6Diluted headline earnings per share (cents) 38.8 17.2 40.3

The Group is not able to ascertain the extent of the ultimate dilution in 2015 in respect of the “A” shares issued and therefore has not included the potential dilution in diluted weighted average number of shares.

2012R’000

2011R’000

2010R’000

26. Capital commitments

– Authorised: Contracted 16 393 147 699 32 101– Authorised: Not contracted 751

17 144 147 699 32 101

Capital commitments will be financed out of existing group resources. The capital commitments relate to capital expenditure on equipment.

<1 yearR’000

2 to 5 yearsR’000

>5 yearsR’000

TotalR’000

27. Operating lease commitments

At 31 August 2012Land and buildings 74 997 164 008 239 005Equipment 13 275 29 821 18 115 61 211Vehicles 119 206 325Fixtures and fittings 190 190

88 581 194 035 18 115 300 731

At 31 August 2011Land and buildings 64 456 127686 33 341 225 483Equipment 23 331 3 342 26 673Vehicles 635 1 292 1 927

88 422 132 320 33 341 254 083

At 31 August 2010Land and buildings 56 968 121 400 31 616 209 984Equipment 23 656 25 673 49 329Vehicles 126 376 502

80 750 147 449 31 616 259 815

The operating lease commitments for land and buildings relate largely to rentals of office space at all the regional locations. These leases have varying terms, escalation clauses and renewal periods.

There is no intention to purchase the equipment and vehicles reflected under operating lease commitments.

105

2012R’000

2011R’000

2010R’000

28. Guarantees

– Performance guarantees 91 838 39 609 71 775– Other 34 910 35 493 14 528– Asset finance deals with recourse to Business

Connexion Proprietary Limited 16 011 38 363 5 077

142 759 113 465 91 380

The performance guarantees relate mainly to contracts awarded in the Rest of Africa and will terminate upon conclusion of the contracts.

Contracts generally do not extend beyond one year.

29. Contingent liabilities

Contingent consideration:

To the extent that Canoa Group Holdings Proprietary Limited’s profit after tax exceeds the warranted profit, the seller will earn additional consideration amounting to R26.2 million, payable in the 2013 financial year.

2012R’000

2011R’000

2010R’000

30. Related party transactions

A related party is an entity or person where the Group can exercise significant influence, or which is controlled by the Group.The Group and Company entered into the following transactions with subsidiaries, associates and other related parties.

Dividend received

Gadlex Proprietary Limited and Gadlex Holdings Proprietary Limited 15 341 15 539 16 899

15 341 15 539 16 899

For transactions with subsidiaries and associates refer to notes 6, 7, 11 and 19.

For transactions with Gadlex Proprietary Limited and Gadlex Holdings Proprietary Limited refer to note 9.

The directors have certified that they did not have a material interest in any transaction of any significance with the Group or any of its subsidiaries.

The related party transactions entered into are on an arm’s length basis.

Refer to the remuneration report for details of remuneration paid to senior management.

31. Borrowing powers

The Memorandum of Incorporation of the Company provides that the directors may, from time to time:

• borrow for the purpose of the company such sums they deem fit; or

• secure the payment of any such sums or any other sums, as they deem fit, whether by the creation and issue of debentures, mortgage bonds or charge upon all or any of the properties of the Company.

The borrowing powers are, therefore, considered to be unlimited.

106

32. Retirement information

The Group provides retirement benefits for all its employees by means of a number of independent defined contribution pension and provident funds.

The funds are reviewed annually by actuaries at the funds’ year-end. At the last review dates, the funds were certified financially sound.

The amount recognised as an expense for defined contribution plans is R86.2 million (2011: R66.0 million).

33. Segmental analysis

Business Connexion’s segmental analysis is based on the following operating segments:

• Services division relates to the control and management of clients’ systems and services on an ongoing basis. It includes professional, cloud services, infrastructure services, workspace services and global service integration management.

• UCS division provides services in the retail IT services sector.

• Technology division provides clients with hardware and network equipment for their computing needs.

• Canoa division provides managed print services to clients.

• International division provides the services of the Services, Technology, UCS, Canoa and Innovation divisions outside the borders of South Africa.

• Innovation division houses the Group’s own intellectual property.

• Investment division houses the Group’s investments in associates and other investments.

• Corporate office relates to group shared services, investments in corporate entities and treasury functions.

Revenue and expenses are based on the actual transactions of the division. Corporate costs are allocated based on a corporate cost allocation model.

Due to the significant size of the UCS and Canoa divisions they are now managed separately and no longer form part of the Investment division. The Group has restated its segment report in line with the above.

2012R’000

2011R’000

2010R’000

Total returnServices division 1 988 359 1 807 900 1 841 311UCS division 1 093 148 353 185Technology division 919 925 1 261 844 1 527 338Canoa division 860 536 136 106Innovation division 498 714 418 280 397 942International division 485 199 370 527 350 485Investment division 24 036 1 528Corporate officeInter-segmental revenue (40 273) (35 189) (57 097)

5 829 644 4 314 181 4 059 979

Inter-segmental revenueServices division (5 770) (974) (1 104)UCS divisionTechnology division (3 909) (30 852) (53 447)Canoa divisionInnovation division (2 235) (1 339) (2 546)International division (17 950) (2 024)Investment division (10 409)Corporate office

(40 273) (35 189) (57 097)

107

2012R’000

2011R’000

2010R’000

Total external revenueServices division 1 982 589 1 806 926 1 840 207UCS division 1 093 148 353 185Technology division 916 016 1 230 992 1 473 891Canoa division 860 536 136 106Innovation division 496 479 416 941 395 396International division 467 249 368 503 350 485Investment division 13 627 1 528Corporate office

5 829 644 4 314 181 4 059 979

Depreciation and amortisationServices division 83 079 89 068 73 130UCS division 31 153 12 091Technology division 14 650 6 611 5 610Canoa division 4 002 994Innovation division 5 718 4 403 3 245International division 8 175 5 703 5 604Investment division 5 778Corporate office 74 443 44 083 25 278

226 998 162 953 112 867

Operating profitServices division 219 266 177 198 198 554UCS division 116 854 40 863Technology division 3 328 (9 031) 52 598Canoa division 106 549 17 972Innovation division 67 615 19 978 66 161International division 11 695 (7 753) (4 434)Investment division (28 301) 181 (765)Corporate office (221 981) (81 736) (114 826)

275 025 157 672 197 288

Capital expenditureServices division 63 994 121 847 113 154UCS division 30 401 12 243Technology division 7 453 7 909 8 384Canoa division 2 567Innovation division 31 276 20 758 18International division 16 680 9 243 60Investment division 12 371 521 435Corporate office 40 833 47 200 16 049

205 575 740 635 137 665

108

2012R’000

2011R’000

2010R’000

AssetsServices division 671 018 737 977 651 131UCS division 381 652 400 608Technology division 447 548 641 345 748 867Canoa division 243 925 140 198Innovation division 201 427 174 733 157 315International division 339 649 219 326 179 796Investment division 62 673 1 214 5 142Corporate office 1 267 681 1 367 452 714 841

3 615 573 3 682 853 2 457 092

LiabilitiesServices division 338 712 277 346 124 404UCS division 98 424 199 093Technology division 403 487 387 050 476 450Canoa division 105 059 79 251Innovation division 69 362 78 147 75 380International division 175 125 228 617 27 816Investment division 103 780 3 130Corporate office 120 039 237 175 202 399

1 413 988 1 489 809 906 449

Share of losses from associatesInvestment division 495 217

34. Financial instruments

(a) Financial risk management

The Group has exposure to the following risks from its use of financial instruments:

• market risk;

• credit risk; and

• liquidity risk.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

The board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The board has established the risk, sustainability, social and ethics committee, which is responsible for developing and monitoring the Group’s risk management policies. The committee reports regularly to the board of directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and control, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The risk, sustainability, social and ethics committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The risk, sustainability, social and ethics committee is assisted in its oversight roles by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the result of which are reported to the risk, sustainability, social and ethics committee.

109

The Group’s financial instruments consist of cash and cash equivalents, other investments, loans and long-term receivables, trade and other receivables, trade and other payables and liabilities, and long and short-term loans and borrowings.

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in note 13 of the accounting policies.

Treasury risk management

The Group’s treasury function provides the Group with access to local money markets and the Group entities with the benefits of bulk financing and depositing.

Market risk

Market risk is the risk that changes in market prices, such as foreign currency exchange rates, or interest rates, will affect the Group’s profit or loss or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within parameters, while optimising the return on risk.

(b) Currency risk

The Group’s activities expose it primarily to the market risk of changes in foreign currency exchange rates. The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of group entities. The Group’s policy is to take out forward cover for all trade commitments where this is possible and, if not, the treasury holds currency to match the exposures. Each operation manages its own trade exposure in consultation with the Group treasury. The risk of having to close out the contracts is considered low and the amounts and currencies involved are set out below. There  are no forward exchange contracts for periods beyond 90 days.

Originalcontract

R’000

Fair valueat period-

endR’000

Foreigncurrency

valueR’000

United States Dollars (USD) 117 488 116 454 13 887British Pound (GBP) 26 27 2Euro (EUR) 554 576 54

Forward exchange contracts at 31 August 2012 118 068 117 057

United States Dollars (USD) 179 137 180 493 25 371British Pound (GBP) 16 16 15Euro (EUR) 2 557 2 589 221New Zealand Dollar (NZD) 105 105 18

Forward exchange contracts at 31 August 2011 181 815 183 203

United States Dollars (USD) 216 444 212 189 28 489Australian Dollars (AUD) 649 657 100Botswana Pula (BWP) 37 37 34Euro (EUR) 54 55 6New Zealand Dollar (NZD) 336 335 65

Forward exchange contracts at 31 August 2010 217 520 213 273

110

The Group exposure to significant currency risk was as follows:

USD‘000

KES‘000

MZN‘000

EUR‘000

NGN‘000

TZS‘000

GBP‘000

ZMK‘000

Gross exposure in the statement of financial position at 31 August 2012 (684) 560 37 105 200 (92 403) 86 235 601 299 795

Cash and cash equivalents 3 371 560 37 105 290 (92 403) 86 235 644 299 795Trade receivables 12 472 14 1Trade payables (9 964) (84) (22)Other purchase orders (6 563) (20) (22)Foreign exchange contracts in place 13 887 54 2

Net exposure 13 203 560 37 105 254 (92 403) 86 235 603 299 795

USD‘000

TZS‘000

BWP‘000

MZN‘000

EUR‘000

NZD‘000

GBP‘000

NGN‘000

ZMK‘000

Gross exposure in the statement of financial position at 31 August 2011 (15 328) 184 671 (15) 63 063 (18) 203 8 376 3 441 791

Cash and cash equivalents 700 184 671 63 063 4 18 8 376 3 441 791

Trade receivables 10 742

Trade payables (15 647) (15) (4) (2)

Other purchase orders (11 123) (18) (219)

Foreign exchange contracts in place 25 371 15 18 221

Net exposure 10 043 184 671 63 063 18 8 376 3 441 791

USD‘000

AUD‘000

BWP‘000

EUR‘000

NZD‘000

GBP‘000

Gross exposure in the statement of financial position at 31 August 2010 (8 070) (142) 67 8 9

Cash and cash equivalents 3 123 54 29Trade receivables 4 973 67Trade payables (16 166) (142) (46) (20)Other purchase orders 28 489 100 34 6 65

Foreign exchange contracts in place 20 419 (42) 101 14 65 9

Net exposure 12 349 184 168 22 65 18

111

The following significant exchange rates applied:

31 August 2012 31 August 2011 31 August 2010

ZAR/USD 8.40 7.02 7.38ZAR/ZMK 0.0017 0.0014ZAR/BWP 1.08 1.05 1.06ZAR/EURO 10.56 10.11 9.40ZAR/NZD 6.74 6.01 5.16ZAR/GBP 13.32 11.44 11.38ZAR/KES 0.10 0.075ZAR/MZN 0.29 0.27ZAR/NGN 0.053 0.045ZAR/TZS 0.0054 0.0043ZAR/AUD 6.65

Foreign exchange sensitivity analysis

A 10% strengthening of the ZAR against the following currencies at 31 August 2012 would have (decreased)/increased profit before tax by the amount shown below. The analysis assumes that all other variables, in particular interest rates, remain constant and is applied against the gross statement of financial position exposure and foreign exchange contracts at the reporting date.

31 August 2012R’000

31 August 2011R’000

31 August 2010R’000

USD (10 515) (7 048) (2 114)KES (6)MZN (1 094) (1 679)EURO (593) 1NGN 492 (38)TZS (46) (80)GBP (1 605) (21) (1)ZMK (161) (1 482)AUD (127)BWP 23

A 10% weakening in the ZAR against the above currencies at 31 August 2012 would have had the equal but opposite effect on the above currencies to the amount shown above, on the basis that all other variables remain constant.

(c) Interest rate risk

The sensitivity analysis below has been determined based on the exposure to interest rates as at the reporting date. A 50 basis point increase or decrease represents management’s assessment of the reasonably possible change in interest rates. If interest rates had been 50 basis points higher and all other variables were held constant, profit before tax for the year ended 31 August 2012 would increase by R2.1 million (2011: increase by R2.0 million). This is mainly attributable to the Group’s exposure to interest rates on its cash and cash equivalents and other investments. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. This analysis is performed on the same basis for 2011.

112

31 August 2012R’000

31 August 2011R’000

31 August 2010R’000

Long-term loans receivable 32 446Other investments 213 371 214 678 204 890Cash and cash equivalents (interest free) 443 930 518 308 358 823Interest-bearing long-term liabilities (179 467) (250 679) (26 667)Short-term liabilities (89 191) (77 187) (11 657)

421 089 405 120 525 389

(d) Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. Potential areas of credit risk consist of loans to associates, trade receivables, other receivables, cash and cash equivalents, foreign exchange contracts and other investments.

Trade receivables consist mainly of a large, widespread client base. The Group monitors the client base on an ongoing basis and, where considered appropriate, or where necessary, an impairment allowance is made against the trade receivable. At year-end management do not consider there to be any material exposure that has not been covered by impairment. The risk of doing business in the rest of Africa is mitigated through advance payments and the use of letters of credit.

It is group policy to deposit short-term cash with major banks of good standing.

The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure, and the creditworthiness of its counterparties, are continuously monitored. Credit exposure is reviewed in the business unit segment annually.

The ageing of trade receivables has been analysed in note 13.

The Group’s total exposure to credit risk is as follows:

2012R’000

2011R’000

2010R’000

Long-term loans receivable 32 446Loans to associates 6 436Other investments 213 371 214 687 204 890Amounts owed by group companiesTrade receivables 971 334 970 084 771 394Other receivables 231 343 250 604 242 282Cash and cash equivalents 443 930 518 308 358 823

1 892 424 1 953 683 1 583 825

(e) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or  risking damage to the Group’s reputation.

The Group manages liquidity risk by monitoring forecasted cash flows and ensuring the unutilised borrowing facilities are monitored.

The Group has the following unutilised banking facilities:

• overdraft facilities R196.7 million (2011: R154.8 million).

113

Maturity profile of financial instruments including finance lease liabilities

<1 yearR’000

2 to 5 yearsR’000

2012R’000

Financial assets

Non-derivative financial assetsLong-term loans receivable 32 446 32 446Other investments 213 371 213 371Trade and other receivables 1 201 666 1 201 666Cash and cash equivalents 443 930 443 930

Derivative financial assetsForward exchange contracts 1 011 1 011

1 646 607 245 817 1 892 424

Carryingamount

2012R’000

Contractedoutflows

2012R’000

<1 yearR’000

2 to 5 yearsR’000

Contracted outflows

2012R’000

Financial liabilities

Non-derivative financial liabilitiesInterest-bearing long-term and short-term liabilities 268 658 311 170 107 056 203 934 311 170Trade and other payables 1 020 600 1 020 600 1 020 600 1 020 600

Derivative financial liabilitiesInterest rate swap 6 643 6 643 6 643 6 643

1 295 901 1 338 413 1 134 299 203 934 1 338 413

<1 yearR’000

2 to 5 yearsR’000

2011R’000

Financial assets

Non-derivative financial assetsLong-term loans receivable 5 487 5 487Other investments 215 308 215 308Trade and other receivables 1 219 300 1 219 300Cash and cash equivalents 518 308 518 308

Derivative financial assetsForward exchange contracts 1 388 1 388

1 738 996 220 795 1 959 791

114

Carrying amount

2011R’000

Contracted outflows

2011R’000

<1 yearR’000

2 to 5 yearsR’000

Contracted outflows

2011R’000

Financial liabilities

Non-derivative financial liabilitiesInterest-bearing long-term and short-term liabilities 327 866 371 933 80 971 290 962 371 933Trade and other payables 780 019 780 019 780 019 780 019

Derivative financial liabilitiesInterest rate swap 7 301 7 301 7 301 7 301

1 115 186 1 159 253 860 990 298 263 1 159 253

<1 yearR’000

2 to 5 yearsR’000

31 August 2010R’000

Financial assets

Non-derivative financial assetsLong-term loans receivableOther investments 204 890 204 890Trade and other receivables 1 013 676 1 013 676Cash and cash equivalents 358 823 358 823

Derivative financial assetsForward exchange contracts

1 372 499 204 890 1 577 389

Carrying amount

31 August 2010

R’000

Contracted outflows31 August

2010R’000

<1 yearR’000

2 to 5 yearsR’000

Contracted outflows31 August

2010R’000

Financial liabilities

Non-derivative financial liabilitiesInterest-bearing long-term and short-term liabilities 38 324 44 052 14 224 29 828 44 052Trade and other payables 797 215 797 215 797 215 797 215Interest-free short-term liabilities 54 397 54 397 54 397 54 397

Derivative financial liabilitiesInterest rate swap

889 936 895 664 865 836 29 828 895 664

115

(f) Fair value

2012Fair value

R’000

2012 Carrying

valueR’000

2011Fair value

R’000

2011Carrying

valueR’000

2010Fair value

R’000

2010 Carrying

valueR’000

Financial assets

Non-derivative financial assetsLong-term loans receivable 32 446 32 446Loans to associates 5 487 5 487Trade receivables 971 334 971 334 970 084 970 084 771 394 771 394Other receivables 230 332 230 332 249 216 249 216 242 282 242 282Cash and cash equivalents 443 930 443 930 518 308 518 308 358 823 358 823

Investments held-to-maturityOther investments 213 371 213 371 214 687 214 687 204 890 204 890

Available-for-sale financial assetsOther investments 621 621

Derivative financial assetsForward exchange contracts 1 011 1 011 1 388 1 388

1 892 424 1 892 424 1 959 791 1 959 791 1 577 389 1 577 389

Financial liabilities

Non-derivative financial liabilitiesInterest-bearing long-term and short-term liabilities 268 658 268 658 327 866 327 866 38 324 38 324Interest-free short-term liability 54 397 54 397Trade payables 425 323 425 323 457 128 457 128 318 250 318 250Other payables 595 277 595 277 322 891 322 891 478 965 478 965

Derivative financial liabilitiesInterest rate swap 6 643 6 643 7 301 7 301Forward exchange contracts 217 520 213 273

1 295 901 1 295 901 1 115 186 1 115 186 1 107 456 1 103 209

116

Estimation of fair values

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the tables above:

Loans and receivables

The carrying value of loans and receivables which include cash and cash equivalents, with a   remaining life of less than one year approximates fair value due to the short-term period to  maturity. The fair value of long-term receivables is calculated based on the present value of  future principal and interest cash flows.

Other financial liabilities

The carrying value of other financial liabilities with a maturity of less than one year approximates fair value due to their short-term nature. For longer maturities fair value is calculated based on  the present value of future principal and interest cash flows.

Forward exchange contracts and interest rate swaps

The fair value of forward exchange contracts is based on quoted market prices by comparing the contracted forward rate to the present value of the current forward rate on an equivalent contract with the same maturity date. If a quoted price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a credit-adjusted risk-free interest rate (based on government bonds). The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group and counterparty, when appropriate.

Investments

The fair value of available-for-sale financial assets is based on the quoted market price. The fair value of held-to-maturity investments is calculated based on the present value of future principal and dividend cash flows.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for asset or liability that are not based on observable market data (unobservable inputs).

Level 1R’000

Level 2R’000

Level 3R’000

TotalR’000

31 August 2012Other investments 213 371 213 371Forward exchange contracts 1 011 1 011

Total assets 1 011 213 371 214 382

Interest rate swap 6 643 6 643

Total liabilities 6 643 6 643

117

Level 1R’000

Level 2R’000

Level 3R’000

TotalR’000

31 August 2011Other investments 215 308 215 308Forward exchange contracts 1 388 1 388

Total assets 1 388 215 308 216 696

Interest rate swap 7 301 7 301

Total liabilities 7 301 7 301

(g) Capital risk management

There were no changes in the Group’s approach to capital management during the year.

Neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of debt and equity.

The capital structure of the Group consists of debt, which includes the liabilities disclosed in  note  17, cash and cash equivalents and shareholders’ equity, comprising issued capital, reserves and retained earnings.

35. Critical judgements in applying the accounting policies

In the process of applying the entity’s accounting policies, management has made judgements relating to receivables impairment, allowances, inventory write-downs, recoverability of investments, the useful life of assets and impairment of assets that can have a significant effect the amounts recognised in the financial statements.

36. Key sources of estimation uncertainty

The key assumptions concerning the future, other key sources of estimation, and uncertainty at the reporting date, that have significant risk of causing material adjustments to the carrying amounts of the assets and liabilities within the next financial year, are:

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill is allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate net present value.

118

2012R’000

2011R’000

2010R’000

37. Reconciliation of profit before tax to cash generated from/(utilised by) operations:

Profit before tax 281 741 166 708 222 155

Adjustments for:Dividends received (18 077) (18 350)Interest received (16 618) (27 329) (12 143)Finance costs 27 484 18 076 3 395

Adjustments for non-cash items:Depreciation and amortisation 226 998 162 953 112 867Loss on sale of associate 218Loss on disposal of property, plant and equipment, capitalised leased assets and intangible assets 720 1519 1 644Profit on sale of subsidiary (68 868)Movement in provisions 10 867 (8 420) (13 939)Impairment of loans and advances, other investments and goodwill (1418) 1490 5 917Impairment of goodwill 4863Impairment of associate 5 985 2 500Post-retirement obligation movements 2 694 (4135) 1 124Unrealised foreign exchange gains (12 964) (2112) (9 356)Share-based payment expense 13 761 15 879 50 881Revaluation of listed investments (12)Fair value adjustment on investment properties (191) (362)Fair value of financial liability (433) (30 747)Share of losses from associates 217 2 231Profit on sale of business (4 741)Profit on sale of other investments (8)

Operating cash flow before working capital changes 520 862 258 505 315 297

Working capital changes:Decrease/(Increase) in inventories (17 502) 19 063 51 407(Increase)/Decrease in trade receivables (4 453) (7 875) (74 980)Increase in other receivables 28 920 12 878 (91 624)(Increase)/Decrease in prepayments (3 906) 387 13 279Increase/(Decrease) in trade payables (32 256) 50 118 87 001Increase/(Decrease) in other payables (1 387) 88 329 (55 063)

Cash (utilised by)/generated from operations 490 278 421 405 245 317

2012R’000

2011R’000

2010R’000

38. Taxation paid is reconciled to the amount shown in the statement of comprehensive income as follows:

Amounts prepaid/(unpaid and accrued for) at beginning of period (5 269) 20 603 11 448Recognised in profit and loss (85 618) (64 400) (76 087)Deferred tax recognised in profit and loss (19 887) (20 841) 18 339Amounts (prepaid)/payable end of period 9 340 5 269 (20 603)

(101 434) (59 369) (66 903)

119

2012R’000

2011R’000

2010R’000

39. Acquisition of businesses and subsidiaries

Property, plant and equipment 193 326 742Goodwill 16 470 498 540Deferred tax assets 272 4 459Trade and other receivables 7 275 257 664Inventories 1 460 65 188Cash and cash equivalents 5 328 73 723Intercompany loans 68 723Deferred tax liabilities (63 505)Interest-bearing long-term liabilities (8 007) (51 028)Taxation payable (280) (16 544)Trade and other payables (1 871) (285 476)Non-controlling interest (5 258)

Net assets acquired 20 840 873 228

– Cash paid 10 845 250 000– Issue of ordinary shares 584 172– Issue of “A” shares and raising of associated

liability 19 056– Accrual for vendor payments 20 000– Contingent consideration 9 995

Total consideration 20 840 873 228

ComprisingCanoa Holdings Group Proprietary Limited 240 000UCS Technology Services Proprietary Limited 180 008CEB Maintenance Africa Proprietary Limited 152 866Destiny Electronic Commerce Proprietary Limited 123 390UCS Solutions Proprietary Limited 125 674Accsys Proprietary Limited 51 290Quad Automation Proprietary Limited 20 840

20840 873 228

On 10 April 2012, Business Connexion Group signed an agreement with Quad Automation Proprietary Limited to acquire 100% of the issued share capital of Quad Automation Proprietary Limited. On 30 April 2012, the suspensive conditions pertaining to the agreement with Quad Automation Proprietary Limited were fulfilled and the transaction was completed. A consideration of R10.8 million was paid in cash at the time and the remaining balance of R10 million is payable to the extent that Quad Automation Proprietary Limited profit after tax exceeds the warranted profits in the 2013 financial year. The financial year-end of Quad Automation Proprietary Limited is February and it will be changed to 31 August in the 2013 financial year.

On 14 December 2010, Business Connexion Group Limited signed an agreement with UCS Group Limited to acquire a 100% interest in UCS Technology Services Proprietary Limited, CEB Maintenance Africa Proprietary Limited, Accsys Proprietary Limited and 70% interest in Destiny Electronic Commerce Proprietary Limited. In addition the Group acquired a 100% interest in UCS Solutions Proprietary Limited and subsequently sold a 30% interest back to management of UCS Solutions Proprietary Limited for a consideration of R31.4 million. The total purchase consideration was R633.2 million. On 1 May 2011, the suspensive conditions pertaining to the agreement with UCS Group Limited were fulfilled and the transaction was completed. The consideration was settled with the issuing of R19.1 million (25 033 334) “A” shares, R584.1 million (101 243 118) ordinary shares and  provisions for profit warranties of R30.0 million. A total cash consideration of R10.0 million was paid against the vendor payment provision.

120

On 14 June 2011, Business Connexion Proprietary Limited signed an agreement with the trustees of Trawaral Trust, Canoa Group Holdings Proprietary Limited and Dusty Moon Investments 333 Proprietary Limited, to acquire a 50% plus one share stake in the trustees of Canoa Group Holdings Proprietary Limited, for a purchase consideration of R240.0 million. On 1 June 2011, the suspensive conditions pertaining to the agreement with the trustees of the Trawaral Trust, Canoa Group Holdings Proprietary Limited and Dusty Moon Investments 333 Proprietary Limited were fulfilled and the transaction was completed. A cash consideration of R240.0 million was paid at that time.

2012R’000

2011R’000

2010R’000

40. Additions to property, plant and, equipment, capitalised lease assets and intangible assets

Replacement 57 596 32 568 (91 289)Expansion 147 979 219 948 (46 376)

205 575 252 516 (137 665)

2012R’000

2011R’000

2010R’000

41. Cash and cash equivalentsCash and cash equivalents consist of:

Bank balances and cash 443 930 518 308 358 823

The Group has the following unutilised bank facilities:Overdraft facilities: R196.7 million (2011: R154.8 million)

2012R’000

2011R’000

2010R’000

42. Disposals of subsidiary and businessCarrying value of assets sold 45Property, plant, equipment and intangible assets 25 038Goodwill at acquisition 111 112Trade and other receivables 105 854Inventories 71 5 357Cash and cash equivalents 24 306Interest-bearing long-term liabilities (15 291)Deferred tax liability (6 501)Trade and other payables (111 270)Taxation liability (5 864)Profits after tax accruing to Business Connexion Group Limited (3 832)Non-controlling (5 258)

Total net asset value 116 123 661Total net asset value disposed of 116 123 661Profit on disposal 4 741 68 868

Total consideration 4 857 192 489

The Group concluded a transaction to sell its Avaya business to ATIO Proprietary Limited, effective 1 April 2012. The sale of Destiny Electronic Commerce Proprietary Limited was concluded in July 2011.

121

43. SUBSEQUENT EVENTS

Dividends

A normal gross dividend of 20.0 cents per ordinary share (2011: 14.0 cents) has been declared from income reserves, payable to shareholders for the year ended 31 August 2012. There are 4.4 cents STC credits available per share. The accrual regarding the dividend has been recognised.

Corporate activity

Business Connexion Group Limited entered into a sale of shares, repurchase and subscription agreement with Integr8 IT Proprietary Limited (“Integr8 IT”) in November 2012 in terms of which it will purchase 100% of the issued share capital of Integr8 IT.

The consideration payable by Business Connexion Group Limited is up to R126.0 million in cash, and will be settled through an initial payment of R56.0 million payable on the closing date and three potential earn-out payments of up to a maximum of R70.0 million payable on 15 October 2013, 15 October 2014 and 15 October 2015.

122

ANNEXURE IX

EXTRACTS OF THE INTERIM RESULTS

REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL RESULTS for the six months ended 28 February 2013

Condensed consolidated statement of financial position

R million

Reviewed 28 February

2013

Reviewed 29 February

2012

ASSETSNon-current assetsProperty, plant and equipment 480.4 439.7Goodwill 662.8 552.9Intangible assets 374.6 373.5Long-term loans and receivables 30.5Other investments 222.5 242.5Deferred tax assets 45.0 55.7

1 815.8 1 664.3

Current assetsInventories 221.4 214.9Trade receivables 955.0 984.2Other receivables 289.7 164.0Prepayments 106.4 87.3Taxation prepaid 1.3 3.3Cash and cash equivalents 158.1 298.6Assets held for sale 18.0

1 731.9 1 770.3

TOTAL ASSETS 3 547.7 3 434.6

EQUITY AND LIABILITIESShareholders’ equity 2 112.2 2 018.0Non-controlling interests 115.1 67.1

Total equity 2 227.3 2 085.1

Non-current liabilitiesInterest-bearing long-term liabilities 177.9 226.4Post-retirement benefit obligations 10.6 8.1Deferred tax liabilities 44.2 58.6

232.7 293.1

Current liabilitiesShort-term liabilities 73.7 75.9Trade payables 404.5 412.1Other payables 596.0 550.0Provisions 4.5 1.5Tax payables 9.0 16.9

1 087.7 1 056.4

TOTAL EQUITY AND LIABILITIES 3 547.7 3 434.6

123

Condensed consolidated statement of comprehensive income

R million

Reviewed six months

ended 28 February

2013

Reviewed six months

ended 29 February

2012

Revenue 2 907.3 2 691.3Cost of Sales 2031.3 1 753.2

Gross Profit 876.0 938.1Operating expenses 730.9 807.3

Operating profit 145.1 130.8Share of losses from associates (1.0)

Operating profit before investment income 145.1 129.8Investment income 14.4 18.3

Profit before finance costs 159.5 148.1Finance costs 9.7 17.1

Profit before tax 149.8 131.0Taxation 48.4 30.2

Profit for the period 101.4 100.8

Profit attributable to:Equity holders 78.4 80.7Non-controlling interests 23.0 20.1

101.4 100.8

Other comprehensive income:Translation of foreign operations 1.3 0.1

Total comprehensive income for the period 102.7 100.9

Total comprehensive income attributable to:Equity holders 79.7 80.8Non-controlling interests 23.0 20.1

102.7 100.9Basic earnings per share (cents) 19.6 20.3Diluted earnings per share (cents) 19.5 20.1

Calculation of headline earnings

R million

Profit attributable to equity holders 78.4 80.7Profit on sale of business(Profit)/Loss on sale of property, plant and equipment (0.3)(Reversal of impairment)/impairment of investments (4.2) 6.0Impairment of goodwill 2.4 2.4

Headline earnings 76.6 88.8

Weighted average number of shares in issue (000’s) 400 446 398 347Diluted weighted average number of shares in issue (000’s) 402 660 400 903Headline earnings per share (cents) 19.1 22.3Diluted headline earnings per share (cents) 19.0 22.1

124

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125

Condensed consolidated statement of cash flows

R million

Reviewed six months

ended 28 February

2013

Reviewed six months

ended 29 February

2012

Operating cash flows 250.0 265.2Working capital changes (180.0) (152.3)Investment income 21.1 17.8Finance costs (9.7) (3.4)Dividend paid (80.1) (215.2)Taxation (paid)/refunded (43.9) 4.5

Cash utilised in operating activities (43.6) (83.4)Net cash flows utilised in investing activities (222.8) (108.3)Net cash flows utilised in financing activities (19.4) (28.0)

Net changes in cash and cash equivalents (285.8) (219.7)Cash and cash equivalents at beginning of the period 443.9 518.3

Cash and cash equivalents at the end of the period 158.1 298.6

BASIS OF PREPARATION AND ACCOUNTING POLICIES

The condensed consolidated interim financial results for the six months ended 28 February 2013 have been prepared in accordance with IAS 34: Interim Financial Reporting, the Listings Requirements of the JSE Limited, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, as well as the Companies Act.

The accounting policies applied are consistent with those applied for the year ended 31 August 2012. The condensed consolidated interim financial results have been prepared on the historic cost convention, except for certain financial instruments, which are stated at fair value, and is presented in Rands rounded to the nearest million, which is BCX’s functional and presentation currency.

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ANNEXURE X

SUMMARY OF THE PROPOSED NEW SHARE INCENTIVE PLANS

In line with local and global best practice, Business Connexion Group Limited (“BCX” or “Company”) intends to adopt two new share plans, namely a Forfeitable Share Plan (“FSP”) and a Share Appreciation Right Plan (“SAR Plan”) (collectively, the “Proposed New Share Incentive Plans”) for executive directors and senior management of the group. Non-executive directors of the Company are not eligible to participate in the Proposed New Share Incentive Plans.

The rationale behind the introduction of the Proposed New Share Incentive Plans is to align the interests of participants of these plans (“Participants”) closely with that of shareholders in respect of the Company’s performance by making the vesting of a significant majority of the awards under the Proposed New Share Incentive Plans subject to Company performance-related conditions. Further, through the delivery of ordinary shares in the share capital of the Company (“Shares”), Participants will become shareholders in the Company.

On approval of the Proposed New Share Incentive Plans, no further awards will be made to Participants under the Company’s existing plan, namely the Business Connexion (2009) Executive Share Option Scheme (“Existing Plan”).

The salient features of the Proposed New Share Incentive Plans are detailed below.

Purpose

Best practice requires a move away from the use of option-type plans only to the use thereof in conjunction with full share plans. Full share plans, like the FSP, are less leveraged and have less upside than option-type plans, but provide more certain outcomes.

FSP instruments, aid retention and provide more certainty as these instruments are less volatile than option -type   instruments. This instrument therefore drives performance while supporting the Company’s policy of retaining talent and expertise in line with its business strategy.

SAR Plan instruments are option-type instruments and provide more value leverage rather than actual share awards and can translate into significant gains in the event of high share price increases. These instruments provide a strong incentive for Participants to drive share price growth.

The rationale for the combination of the FSP and the SAR Plan is to attract, retain and reward Participants through annual awards. The Proposed New Share Incentive Plans will enable the selected employees to share in the success of the Company and will incentivise them to deliver the business strategy over the long term. Furthermore, the Proposed New Share Incentive Plans will provide closer alignment between key employees and shareholders.

Participants

The Proposed New Share Incentive Plans will be aimed at executive directors and senior management (“Qualifying Employees”).

FSP

Under the FSP, Participants will become owners of Shares (“Forfeitable Shares”) once the award is made and will immediately benefit from dividends and have shareholder voting rights in respect of the Forfeitable Shares. However, Participants shall not be entitled to dispose of or encumber the Forfeitable Shares prior to the later of (i) the expiry of the Performance Period (defined below), if any, and (ii) the third anniversary of the award date (“Vesting Date”) and the Forfeitable Shares will be subject to forfeiture until the Vesting Date.

Awards of Forfeitable Shares will comprise of retention awards and performance awards. The vesting of retention awards will be subject to the condition that the Participants remain employed with the group until the third anniversary of the award date (“Employment Condition”). The vesting of performance awards will be subject to the Employment Condition and the satisfaction of Company-related performance thresholds (discussed below) over the Performance Period (“Performance Conditions”).

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SAR Plan

Share appreciation rights (“SARs”) are conditional rights to receive a number of Shares determined by reference to the appreciation of the Share price from the award date until the exercise date (“Appreciation Amount”). The reference price of the Shares as at the award date and the exercise date will be determined by reference to the 30-day VWAP of a Share, as quoted on the exchange (“Exchange”) operated by the JSE Limited (“JSE”), immediately preceding the award date and the exercise date, respectively. Vesting of SARs will be subject to the fulfilment of the Employment Condition and the Performance Condition. On the Vesting Date, provided the Employment Condition and Performance Condition have been fulfilled, the SARs will vest and become exercisable. Upon exercise of SARs, a Participant will receive Shares equal in value to the Appreciation Amount, or alternatively, with the approval of the board of directors, a cash amount equal to the Appreciation Amount or a combination of Shares and cash equal to the Appreciation Amount. SARs not exercised within a period of 90 days from the Vesting Date will lapse.

Basis of awards and award levels

In line with the requirements of King III and best practice that regular, annual awards be made on a consistent basis to ensure long-term shareholder value creation, awards of Forfeitable Shares and SARs will be made under the Proposed New Share Incentive Plans on an annual basis.

It is the intention that senior Qualifying Employees will receive a combination of awards under both the FSP and SAR Plan and less senior Qualifying Employees will only participate in the SAR Plan.

Award levels will be set by reference to the Qualifying Employee’s total guaranteed cost of employment, function, grade, performance, the need for retention and market practice. The award levels will be decided by the remuneration committee each time that awards are granted, by taking into account the particular circumstances at that time. Annual allocations will be benchmarked and set at a market related level of remuneration whilst considering the overall affordability thereof to the employer company.

Performance Conditions

Performance Conditions will be determined by the remuneration committee for each annual award under the FSP (in the case of performance awards as discussed above) and the SAR Plan, taking into account the business environment at the relevant time, and where considered necessary. Performance Conditions will be required to be fulfilled during the three financial years following the award date (“Performance Period”). The   intended Performance Conditions applicable to the first award of Forfeitable Shares and SARs are discussed below.

FSP

The intended Performance Condition for the first award under the FSP is a combination of headline earnings per share (“HEPS”) (50%) and total shareholder return (“TSR”) (50%).

The proposed vesting scale, based on the HEPS performance of BCX over the Performance Period after taking the CPI inflation into account, is as follows:

• if HEPS growth of BCX is below CPI inflation plus 2%, no awards will vest;

• if HEPS growth of BCX is equal to CPI inflation plus 2%, 30% of the awards will vest;

• if HEPS growth of BCX is equal to CPI inflation plus 10%, 100% of the awards will vest; and

• linear vesting will be applied for performance between the above levels.

TSR will be measured relative to the following peer companies (“Peer Group”):

• Allied Technologies Limited;

• Datacentrix Holdings Limited;

• Datatec Limited;

• EOH Holdings Limited;

• Gijima Group Limited;

• MTN Group Limited;

• Pinnacle Technology Holdings Limited;

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• Silverbridge Holdings Limited;

• Telkom SOC SA Limited; and

• Vodacom Group Limited.

The TSR will be measured as the compound annual growth rate (“CAGR”) in TSR for the Company and Peer Group over the Performance Period after holding the Shares and reinvesting the dividends over the Performance Period. The Peer Group companies and BCX will be ranked based on their respective CAGR in TSR. This ranking determines the vesting percentage.

The proposed vesting scale, based on the TSR performance of BCX relative to the Peer Group over the Performance Period, is as follows:

• if the ranking of BCX is below the 50th percentile of the Peer Group, no awards subject to the TSR Performance Condition will vest;

• if the ranking of BCX is at the 50th percentile of the Peer Group, 30% of the awards subject to the TSR Performance Condition will vest;

• if the ranking of BCX is at the 75th percentile of the Peer Group, 100% of the awards subject to the TSR Performance Condition will vest; and

• linear vesting will be applied for performance between the above levels.

SAR Plan

The vesting of all awards under the SAR Plan will be subject to the achievement of specified Performance Conditions. The intended Performance Condition for the first award under the SAR Plan is growth in HEPS.

The proposed vesting scale, based on the HEPS performance of BCX over the Performance Period after taking the CPI inflation into account, is as follows:

• if HEPS growth of BCX is below CPI inflation plus 2%, no awards will vest;

• if HEPS growth of BCX is equal to CPI inflation plus 2%, 30% of the awards will vest;

• if HEPS growth of BCX is equal to CPI inflation plus 10%, 100% of the awards will vest; and

• linear vesting will be applied for performance between the above levels.

In line with King III, vesting will occur on a sliding scale. In line with corporate governance principles, Performance Conditions will not be retested if they are not met at the end of the Performance Period, and to the extent that they are not satisfied, awards will lapse.

Settlement of Shares

The rules of the Proposed Share Incentive Plans will be flexible in order to allow for settlement of Shares through:

• the purchase of Shares on the open market; or

• the use of treasury Shares; or

• the issue of new Shares (“New Shares”).

The exact method of settlement of Shares will be determined by the remuneration committee although the preference will be to use Shares purchased on the open market which will not result in a dilution to shareholders.

Dilution limits and adjustments

The maximum aggregate number of Shares which may at any one time be allocated under the Proposed New Share Incentive Plans and the Existing Scheme shall not exceed 52 000 000 Shares (“Overall Limit”).

The Overall Limit will apply to New Shares, Shares held in treasury and Shares purchased in the open market which are used to settle awards under the Proposed New Share Incentive Plans and the Existing Plan, provided that no more than 26 263 691 New Shares in aggregate may be utilised for settlement of awards under the Existing Plan and the Proposed New Share Incentive Plans.

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Forfeitable Shares which are awarded and are subsequently forfeited and Shares subject to an award of SARs which subsequently do not vest, will be excluded in calculating the Overall Limit. If necessary, the remuneration committee will adjust the Overall Limit (without the prior approval of shareholders in a general meeting), to take account of a sub-division or a consolidation of the Shares.

The maximum number of shares which may be allocated to a single Qualifying Employee in respect of all unvested awards under the Proposed New Share Incentive Plans may not exceed 4  049 725 shares (“Individual Limit”). If necessary, the remuneration committee will adjust the Individual Limit to take account of a capitalisation issue, a special dividend, a rights issue or a reduction of Shares.

The auditors, or other independent advisor acceptable to the JSE, shall confirm to the JSE in writing that any adjustments made to the Overall Limit or the Individual Limit has been properly calculated on a reasonable and equitable basis, in accordance with the rules of the Proposed Shares Incentive Plans. Any adjustments must be reported on in the Company’s financial statements in the year during which the adjustment is made.

The issue of shares as consideration for an acquisition, and the issue of shares for cash or for a vendor consideration placing will not be regarded as a circumstance that requires any adjustment to the Overall Limit or the Individual Limit.

Consideration

The Participant will give no consideration for receiving an award or for the settlement of an award of Forfeitable Shares or SARs.

Termination of employment

Participants whose employment with the group is terminated as a result of:

• resignation or dismissal on grounds of misconduct, proven poor performance or proven dishonest or fraudulent conduct will be classified as “bad leavers” and will forfeit all unvested Forfeitable Shares and SARs. Vested SARs which have not been exercised as at the date of termination of employment will also be forfeited;

• retirement, retrenchment, ill-health, disability, injury or the employer company ceasing to be part of the BCX group will be classified as “good leavers” and their awards will remain subject to the original terms of the award so that their Forfeitable Shares and SARs will vest on the Vesting Date subject to the fulfilment of the Performance Conditions; or

• death will have the vesting of all their Forfeitable Shares and SARs accelerated to the termination of employment date.

Change of control

In the event of a change of control of the Company occurring before the Vesting Date, a portion of the award will vest. This portion will be calculated by reference to the percentage of the vesting period which has been completed as at the change of control date and the extent to which the Performance Conditions (if applicable) have been met.

The portion of the award which does not vest as a result of the change of control will continue to be subject to the terms of the award, unless the remuneration committee determines otherwise, in which event the remuneration committee will make such adjustments to the awards or convert awards into awards in respect of shares in one or more other companies provided the Participants are placed in a substantially similar economic position.

Awards will not vest as a consequence of an internal reconstruction or similar event which does not result in a  change of control as defined in the rules. In this case the remuneration committee shall make such adjustment to the number of awards or convert awards into awards in respect of shares in one or more other companies provided the Participants are placed in substantially similar economic position.

Variation in share capital

In the event of a variation in share capital such as a capitalisation issue, subdivision of shares, consolidation of shares, liquidation for the purpose of reorganisation, special dividend, the shares ceasing to be listed on an exchange or any other event affecting the share capital of the Company, Participants shall continue

130

to participate in the Proposed New Share Incentive Plans. However, the remuneration committee will be entitled to make such adjustment to the award or take such other action as may be necessary to place Participants in a substantially similar economic position.

In the event of a liquidation of the Company otherwise than for the purposes of a reorganisation, the awards will lapse.

Amendments

Subject to the provisions of the JSE Limited Listings Requirements, the remuneration committee may amend the rules of the Proposed New Share Incentive Plans from time to time as it sees fit, provided that such amendments do not negatively affect the rights of Participants under existing awards.

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The definitions and interpretations commencing on page 10 of this Circular apply mutatis mutandis to this Notice of Eligible Shareholder General Meeting.

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

NOTICE OF ELIGIBLE SHAREHOLDER GENERAL MEETING

All terms used in this Notice of Eligible Shareholder General Meeting shall, unless the context otherwise requires or they are otherwise defined herein, have the meaning attributed to them in the Circular to which this Notice of Eligible Shareholder General Meeting is attached.

Notice is hereby given, in terms of section 62(1) of the Companies Act, that the Eligible Shareholder General Meeting will be held in the Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand 1685, on Friday, 30 August 2013 at 10:00, the purpose of which is to consider, and if deemed fit, approve and pass the following special and ordinary resolution, with or without modification:

SPECIAL RESOLUTION 1 – APPROVAL OF THE SCHEME IN TERMS OF SECTION 115(2)(A) OF THE COMPANIES ACT

“Resolved that, subject to the fulfilment or waiver of the conditions precedent set out in paragraph 10 of the Circular, the scheme of arrangement in terms of section 114 of the Companies Act, proposed by the Board between the Company and the Scheme Participants (as more fully described in the attached Circular), in terms of which, if implemented, the Company will acquire all (100%) of the Scheme Shares, be and is hereby approved as a special resolution in terms of section 115(2)(a) of the Companies Act.”

Percentage of voting rights required for special resolution number 1 to be adopted: at least 75% of the votes of Eligible Shareholders present or represented by proxy at the Eligible Shareholder General Meeting, excluding an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them as referred to in section 115(4) of the Companies Act, must be cast in favour of Special Resolution 1. There are no persons which are deemed to be an acquiring party in terms of section 115(4) of the Companies Act as at the Last Practicable Date.

The reason for Special Resolution 1 is to obtain the required Shareholder approval necessary in order for BCX implement the Scheme. The effect of Special Resolution 1 is that BCX will be authorised to acquire all (100%) of the Scheme Shares in exchange for the Scheme Consideration.

ORDINARY RESOLUTION 1 – SIGNATURE OF DOCUMENTATION RELATING TO THE ELIGIBLE SHAREHOLDER GENERAL MEETING RESOLUTION

“Resolved that, any Director or the company secretary of BCX is authorised to do all such things, take all such actions and sign all such documentation (including company forms) as may be necessary or desirable for or incidental to give effect to and implement Special Resolution 1.”

Percentage of voting rights required for Ordinary Resolution 1 to be adopted: more than 50% of the votes of  all  Eligible Shareholders present or represented by proxy at the Eligible Shareholder General Meeting must be cast in favour of Ordinary Resolution 1.

The reason for Ordinary Resolution 1 is to authorise any Director or the company secretary of BCX to take all such steps and sign all such documents as he or she considers necessary to implement, or desirable for

132

or incidental to give effect to and implement Special Resolution 1 and this Ordinary Resolution 1. The effect of Ordinary Resolution 1 is that any Director or the company secretary of BCX will be authorised to take any steps and sign any documents necessary or desirable for or incidental to give effect to and implement Special Resolution 1 and this Ordinary Resolution 1.

NOTES TO THE NOTICE OF THE ELIGIBLE SHAREHOLDER GENERAL MEETING

RECORD DATE

This notice has been sent to Eligible Shareholders who were recorded as such in the Company’s register on Friday, 26 July 2013 being the notice record date set by the Board in terms of section 62(3)(a) read with section 59 of the Companies Act determining which Eligible Shareholders are entitled to receive notice of the Eligible Shareholder General Meeting.

The record date, set by the Board in terms of section 62(3)(a) read with section 59 of the Companies Act, for purposes of determining which Eligible Shareholders of the Company are entitled to participate in and vote at the Eligible Shareholder General Meeting is Friday, 23 August 2013. Accordingly, the last date to trade in order to be registered in the Register of the Company and therefore be eligible to participate in and vote at the Eligible Shareholder General Meeting is Friday, 16 August 2013.

Eligible Shareholders are reminded that:

• an Eligible Shareholder entitled to attend and vote at the Eligible Shareholder General Meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in, speak and vote at, the Eligible Shareholder General Meeting on behalf of and in the place of the Eligible Shareholder, and Eligible Shareholders are referred to the Form of Proxy attached (green) to this notice in this regard;

• a proxy need not also be a Eligible Shareholder; and

• in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified. Accordingly, all Eligible Shareholder General Meeting participants will be required to provide reasonable satisfactory identification to the chairperson of the Eligible Shareholder General Meeting in order to participate in and vote at the Eligible Shareholder General Meeting.

ELECTRONIC PARTICIPATION BY SHAREHOLDERS

Should any Eligible Shareholder (or a representative or proxy for a shareholder) wish to participate in the Eligible Shareholder General Meeting by way of electronic participation, that Shareholder should make an application in writing (including details as to how the Shareholder or its representative (including its proxy) can be contacted) to so participate, to the Transfer Secretary, at their address provided in this notice, to be received by the Transfer Secretary at least 7 (seven) Business Days prior to the Eligible Shareholder General Meeting in order for the Transfer Secretary to arrange for the Eligible Shareholder (or its representative or proxy) to provide reasonably satisfactory identification to the Transfer Secretary for the purposes of section 63(1) of the Companies Act and for the Transfer Secretary to provide the Eligible Shareholder (or its representative or proxy) with details as to how to access the Eligible Shareholder General Meeting by means of electronic participation. Eligible Shareholders participating electronically will not be able to vote electronically and must follow the standard voting arrangements. The Company reserves the right not to provide for electronic participation at the Eligible Shareholder General Meeting in the event that it determines that it is not practical to do so, or an insufficient number of Eligible Shareholders (or their representatives or proxies) request to so participate.

ATTENDANCE AND VOTING BY SHAREHOLDERS OR PROXIES

On a show of hands, every Eligible Shareholder who is present in person, or by proxy or represented at the Eligible Shareholder General Meeting shall have one vote (irrespective of the number of Eligible “A” Shares held). On a poll, every Eligible Shareholder of the Company shall have one vote for every Eligible “A” Share held in the Company by such Eligible Shareholder. All Eligible Shareholders are encouraged to attend, participate in, speak and vote at, the Eligible Shareholder General Meeting. Voting will be conducted by way of a poll.

A Eligible Shareholder entitled to attend and vote at the Eligible Shareholder General Meeting may appoint any individual (or two or more individuals) as a proxy or as proxies to attend, participate in, speak and vote at, the Eligible Shareholder General Meeting in the place of the Eligible Shareholder. A proxy need not be an Eligible Shareholder of the Company.

133

A proxy appointment must be in writing, dated and signed by the Eligible Shareholder appointing a proxy, and, subject to the rights of a Eligible Shareholder to revoke such appointment (as set out below), remains valid only until the end of the Eligible Shareholder General Meeting.

The appointment of a proxy is suspended at any time and to the extent that the Eligible Shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as an Eligible Shareholder.

Eligible Shareholders who have Dematerialised their Eligible “A” Shares, other than those Eligible Shareholders who have dematerialised their Eligible “A” Shares with own name registration, should contact their CSDP or Broker in the manner and time stipulated in their agreement, in order to furnish them with their voting instructions and to obtain the necessary authority to do so, in the event that they wish to attend the Eligible Shareholder General Meeting.

Please note that if you are the owner of Dematerialised Eligible “A” Shares, held through a CSDP or Broker and are not registered as an “own name” Dematerialised Shareholder you are not recorded as a registered Eligible Shareholder of the Company, but appear on the sub-register of the Company held by your CSDP. Accordingly, in these circumstances subject to the mandate between yourself and your CSDP or Broker, as the case may be:

• if you wish to attend the Eligible Shareholder General Meeting you must contact your CSDP or Broker, as the case may be, and obtain the relevant letter of representation from them; alternatively

• if you are unable to attend the Eligible Shareholder General Meeting but wish to be represented at the Eligible Shareholder General Meeting, you must contact your CSDP or Broker, as the case may be, and furnish them with your voting instructions in respect of the Eligible Shareholder General Meeting and/or request them to appoint a proxy. You must not complete the attached Form of Proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or Broker, as the case may be, within the time period required by them.

CSDPs, Brokers or their nominees, as the case may be, recorded in the Company’s sub-register as holders of Dematerialised Eligible “A” Shares held on behalf of an investor/beneficial owner in terms of Strate should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised Eligible “A” Shares in the Company, vote by either appointing a duly authorised representative to attend and vote at the Eligible Shareholder General Meeting or by completing the attached Form of Proxy (green) in accordance with the instructions thereon and returning it to the Transfer Secretary not less than 48 hours before the time appointed for the holding of the Eligible Shareholder General Meeting (excluding Saturdays, Sundays and public holidays).

Eligible Shareholders that are companies, that wish to participate in the Eligible Shareholder General Meeting, may authorise any person to act as its representative at the Eligible Shareholder General Meeting.

If you hold Eligible “A” Shares or are registered as an “own name” Dematerialised Shareholder (i.e. have specifically instructed your CSDP to hold your shares in your own name on the Company’s sub-register), then:

• you may attend and vote at the Eligible Shareholder General Meeting; alternatively

• you may appoint a proxy (who need not also be a Eligible Shareholder of the Company) to represent you at the Eligible Shareholder General Meeting by completing the attached Form of Proxy (green) and, for administrative reasons, returning it to the Transfer Secretary, Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, South Africa or posted to the Transfer Secretary at PO Box 61051, Marshalltown, 2107 (70 Marshall Street, Johannesburg, 2001), South Africa, so as to be received by them by not later than 10:00 on Wednesday, 28 August 2013 (48 hours (excluding Saturdays, Sundays and public holidays in the Republic of South Africa) prior to the Eligible Shareholder General Meeting. Any forms of proxy not received by this time must be handed to the chairperson of the Eligible Shareholder General Meeting immediately prior to the Eligible Shareholder General Meeting. Please also note that the attached Form of Proxy may be delivered to the Company at any time before the Eligible Shareholder General Meeting and must be so delivered before your proxy may exercise any of your rights as an Eligible Shareholder at the Eligible Shareholder General Meeting.

A proxy may delegate his/her authority to act on your behalf to another person, subject to the restrictions set out in the attached Form of Proxy as stipulated in section 58(3)(b) of the Companies Act.

134

PROOF OF IDENTIFICATION REQUIRED

Section 63(1) of the Companies Act requires that a person wishing to participate in the Eligible Shareholder General Meeting (including any representative or proxy) must provide satisfactory identification (such as identity documents, driver’s licences or passports) before they may attend or participate at the Eligible Shareholder General Meeting.

APPRAISAL RIGHTS FOR DISSENTING SHAREHOLDERS

In terms of section 164 of the Companies Act, at any time before Special Resolution 1 as set out in the Notice of Eligible Shareholder General Meeting is voted on, a Dissenting Shareholder may give the Company a written notice objecting to Special Resolution 1.

Within ten Business Days after the Company has adopted Special Resolution 1, the Company must send a notice that Special Resolution 1 has been adopted to each Dissenting Shareholder who:

• gave the Company a written notice of objection as contemplated above; and

• has neither withdrawn that notice nor voted in support of Special Resolution 1.

A Dissenting Shareholder may demand that the Company pay the Dissenting Shareholder the fair value for all of the “A” Shares held by that person if:

• the Dissenting Shareholder has sent the Company a notice of objection as contemplated above;

• the Company has adopted Special Resolution 1; and

• the Dissenting Shareholder voted against Special Resolution 1 and has complied with all of the procedural requirements of section 164 of the Companies Act.

A copy of section 164 of the Companies Act is set out in Annexure VI to this Circular.

By order of the Board

J de KokerGroup Company Secretary

31 July 2013

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The definitions and interpretations commencing on page 10 of this Circular apply mutatis mutandis to this Notice of Eligible Shareholder General Meeting.

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” Share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

NOTICE OF GENERAL MEETING

All terms used in this Notice of General Meeting shall, unless the context otherwise requires or they are otherwise defined herein, have the meaning attributed to them in the Circular to which this Notice of General Meeting is attached.

Notice is hereby given, in terms of section 62(1) of the Companies Act, that the General Meeting of the Company will be held in the Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand 1685, on Friday, 30 August 2013 at 10:30 (or as soon as the Eligible Shareholder General Meeting convened for the same date and place shall have been concluded or adjourned) the purpose of which is to consider, and if deemed fit, to approve and pass the following ordinary and special resolutions, with or without modification:

ORDINARY RESOLUTION 1 – DELISTING OF THE “A” SHARES IN TERMS OF PARAGRAPH 1.14 AND 1.15 OF THE LISTINGS REQUIREMENTS

“Resolved that the listing of all the “A” Shares on the Exchange be terminated with effect from Wednesday, 25 September 2013 in terms of the Voluntary Offer or such other date as determined by the JSE.”

Percentage of voting rights required for Ordinary Resolution 1 to be adopted: more than 50% of the votes of “A” Shareholders present or represented by proxy at the General Meeting, excluding any Controlling Shareholder, its associates and any party acting in concert, and any other party which the JSE deems appropriate, must be cast in favour of Ordinary Resolution 1.

There are no “A” Shareholders which are deemed to be controlling shareholders for the purpose of this resolution, as at the Last Practicable Date.

The reason for Ordinary Resolution 1 is to authorise BCX to make application to the JSE for termination of the listing of the “A” Shares on the Exchange in terms of paragraph 1.14 read with paragraph 1.15 of the Listings Requirements. The effect of Ordinary Resolution 1 is that BCX will be authorised to make application to the JSE for the termination of the listing of the “A” Shares on the Exchange, which, if granted by the JSE, will have the effect that the “A” Shares will no longer be listed on the Exchange.

ORDINARY RESOLUTION 2 – ADOPTION OF THE PROPOSED NEW SHARE INCENTIVE PLANS

“Resolved that, (i) the adoption of the Proposed New Share Incentive Plans by the Company, details of which are set out in this Circular, be and is hereby approved in terms of Schedule 14 of the Listings Requirements and (ii) the issue of Ordinary Shares by the Company to participants in the Proposed New Share Incentive Plans, be and is hereby approved.”

Percentage of voting rights required for Ordinary Resolution 2 to be adopted: at least 75% of the votes of all Shareholders present or represented by proxy at the General Meeting must be cast in favour of Ordinary Resolution 2.

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The reason for Ordinary Resolution 2 is to authorise BCX to adopt the Proposed New Share Incentive Plans in terms of Schedule 14.1 of the Listings Requirements. The effect of Ordinary Resolution 2 is that the Proposed New Share Incentive Plans will be adopted and implemented by BCX.

ORDINARY RESOLUTION 3 – SIGNATURE OF DOCUMENTATION RELATING TO THE GENERAL MEETING RESOLUTIONS

“Resolved that, any Director or the company secretary of BCX is authorised to do all such things, take all such steps and sign all such documentation (including company forms) as may be necessary or desirable for or incidental to give effect to and implement Ordinary Resolution 1, Ordinary Resolution 2, Special Resolution 1 and Special Resolution 2”.

Percentage of voting rights required for Ordinary Resolution 3 to be adopted: more than 50% of the votes of all Shareholders present or represented by proxy at the General Meeting must be cast in favour of Ordinary Resolution 3.

The reason for Ordinary Resolution 3 is to authorise any Director or the company secretary of BCX to take all such steps and sign all such documents as he or she considers necessary to implement, or desirable for or incidental to give effect to and implement Ordinary Resolution 1, Special Resolution 1, Special Resolution 2, Ordinary Resolution 2 and this Ordinary Resolution 3. The effect of Ordinary Resolution 3 is that any Director or the company secretary of BCX will be authorised to take any steps and sign any documents necessary or desirable for or incidental to give effect to and implement Ordinary Resolution 1, Special Resolution 1, Special Resolution 2, Special Resolution 3, Special Resolution 4, Ordinary Resolution 2 and this Ordinary Resolution 3.

SPECIAL RESOLUTION 1 – SPECIFIC REPURCHASE OF ELIGIBLE “A” SHARES IN TERMS OF PARAGRAPH 5.69 OF THE LISTINGS REQUIREMENTS

“Resolved that, subject to, and conditional upon the passing of Ordinary Resolution 1 and Special Resolution 2 set out in this Notice of General Meeting, save to the extent that such resolutions are conditional on the passing of this resolution, the specific repurchase by the Company of the Eligible “A” Shares from Eligible Shareholders (in terms of either (i) the Scheme or (ii) the Voluntary Offer, whichever is applicable), as defined in this Circular, be and is hereby approved in terms of paragraph 5.69(b) of the Listings Requirements.”

Percentage of voting rights required for Special Resolution 1 to be adopted: at least 75% of the votes of all Shareholders present or represented by proxy at the General Meeting, excluding the votes of the Eligible Shareholders and their associates and the votes of related parties as defined in section 10 of the Listings Requirements, must be cast in favour of Special Resolution 1.

The reason for Special Resolution 1 is to authorise BCX to repurchase the Eligible “A” Shares from the Eligible Shareholders in terms of paragraph 5.69 of the Listings Requirements. The effect of Special Resolution 1 is that BCX will repurchase, in terms of paragraph 5.69 of the Listings Requirements, the aforesaid Eligible “A” Shares, such “A” Shares will cancelled and will be restored to the status of the authorised but unissued share capital of BCX.

SPECIAL RESOLUTION 2 – ACQUISITION OF MORE THAN 5% OF THE ISSUED ELIGIBLE “A” SHARES IN TERMS OF SECTION 48(8)(B) OF THE COMPANIES ACT AND ACQUISITION OF ELIGIBLE “A” SHARES FROM A DIRECTOR IN TERMS OF SECTION 48(8)(A) OF THE COMPANIES ACT.

“Resolved that, and conditional upon the passing of Ordinary Resolution 1 and Special Resolution 1 set out in this Notice of General Meeting, save to the extent that such resolutions are conditional on the passing of this resolution, the repurchase of the Eligible “A” Shares (in terms of either (i) the Scheme or (ii) the Voluntary Offer, whichever is applicable), which Eligible “A” Shares held by all Eligible Shareholders constitute more than 5% of the issued “A”  Share capital and some of which are being repurchased from Mr D Sparrow (“Sparrow”), a Director, be and is hereby approved in terms of the provisions of section 48(8)(a) and section 48(8)(b) of the Companies Act.”

Percentage of voting rights required for Special Resolution 2 to be adopted: at least 75% of the votes of all Shareholders present or represented by proxy at the General Meeting , excluding an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them as referred to in section 115(4) of  the Companies Act, must be cast in favour of Special Resolution 2. There are no persons which are deemed to be an acquiring party in terms of section 115(4) of the Companies Act as at the Last Practicable Date.

The reason for Special Resolution 2 is to authorise BCX to repurchase the Eligible “A” Shares held by Sparrow (being a Director) in terms of section 48(8)(a) of the Companies Act and to authorise BCX to repurchase the Eligible “A” Shares, constituting more than 5% of the issued “A” Share capital, in terms of section 48(8)(b) of

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the Companies Act. The effect of Special Resolution 2 is that the repurchase by BCX of the aforesaid Eligible “A” Shares will be valid notwithstanding that such repurchase was from a Director and BCX will repurchase the aforesaid “A” Shares, such “A” Shares will be cancelled and will be restored to the status of the authorised but unissued share capital of BCX.

SPECIAL RESOLUTION 3 – FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 AND SECTION 45 OF THE COMPANIES ACT

Resolved that, to the extent required by the Companies Act, the Board may, subject to compliance with the requirements of the MOI, the Companies Act and/or the Listings Requirements, each as presently constituted and amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of loans, guarantees, the provision of security or otherwise, to:

• any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or inter-related to the Company for any purpose or in connection with any matter, including, but not limited to, the subscription of any option, or any securities issued or to be issued by the Company or a related or inter-related company, for the purchase of any securities of the company or a related or inter-related company as contemplated in section 44 of the Companies Act; and

• any of its present or future directors or prescribed officers of the Company or of a related or inter-related company, or to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, or to a person related to any such company, corporation, director, prescribed officer or member as contemplated in section 45 of the Companies Act; and

• any other person who is a participant in the Proposed New Share Incentive Plans or the Company’s share or other employee incentive schemes, for the purpose, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or a related or inter-related company, where such financial assistance is provided for in terms of any such scheme that does not satisfy the requirements of section 97 of the Companies Act,

such authority to endure for a period of 2 (two) years commencing on the date of the passing of this Special Resolution 3.

Percentage of voting rights required for Special Resolution 3 to be adopted: at least 75% of the votes of all Shareholders present or represented by proxy at the General Meeting.

The reason for Special Resolution 3 is to obtain approval from the Shareholders to enable the Company to provide financial assistance, when the need arises, in accordance with the provisions of section 44 and section 45 of the Companies Act. The effect of Special Resolution 3 is that the Company will have the necessary authority as and when required.

The Board undertakes that, insofar as the Companies Act requires, it will not adopt a resolution to authorise such financial assistance, unless the Directors are satisfied that:

1. immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in the Companies Act; and

2. the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.

SPECIAL RESOLUTION 4 – SHAREHOLDER APPROVAL FOR THE ISSUING OF SHARES IN CERTAIN CASES

“Resolved that, in terms of section 41 of the Companies Act, the Company is specifically authorised to issue up to a maximum of 26 263 691 new Ordinary Shares to a Director, future Director, prescribed officer or future prescribed officer or a person related or inter-related of the company, or to a Director or prescribed officer of the Company in terms of and pursuant to the Proposed New Share Incentive Plans or the Company’s share or other employee incentive schemes to the extent that such schemes do not satisfy the requirements of section 97 of the Companies Act.

Percentage of voting rights required for Special Resolution 4 to be adopted: at least 75% of the votes of Shareholders present or represented by proxy at the General Meeting.

The reason and effect for Special Resolution 4 is to obtain the approval of the Shareholders for the issues of Ordinary Shares to the Directors and senior management of the Company in terms of and in accordance with the Proposed New Share Incentive Plans.

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NOTES TO THE NOTICE OF GENERAL MEETING

RECORD DATE

This notice has been sent to Shareholders of the Company who were recorded as such in the Register on 20 July 2013 being the notice record date set by the Board in terms of section 62(3)(a) read with section 59 of the Companies Act determining which Shareholders are entitled to receive notice of the General Meeting.

The record date, set by the Board in terms of section 62(3)(a) read with section 59 of the Companies Act, for purposes of determining which Shareholders of the Company are entitled to participate in and vote at the General Meeting is Friday, 23 August 2013. Accordingly, the last date to trade in order to be registered in the Register and therefore be eligible to participate in and vote at the General Meeting is Friday, 16 August 2013.

Shareholders are advised that:

• a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in, and speak and vote at, the General Meeting on behalf of the Shareholder and in the place of the Shareholder, Certificated Shareholders and Dematerialised Shareholders with “own name” registration are referred to in the Form of Proxy (white) attached to this notice in this regard;

• a proxy need not also be a Shareholder of the Company; and

• in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified. Accordingly, all General Meeting participants will be required to provide reasonable satisfactory identification to the chairperson of the General Meeting in order to participate in and vote at the General Meeting.

ELECTRONIC PARTICIPATION BY SHAREHOLDERS

Should any Shareholder (or a representative or proxy for a Shareholder) wish to participate in the General Meeting by way of electronic participation, that Shareholder should make an application in writing (including details as to how the Shareholder or its representative (including its proxy) can be contacted) to so participate, to the Transfer Secretary, at their address provided in this notice, to be received by the Transfer Secretary at least 7 (seven) Business Days prior to the General Meeting in order for the Transfer Secretary to arrange for the Shareholder (or its representative or proxy) to provide reasonably satisfactory identification to the Transfer Secretary for the purposes of section 63(1) of the Companies Act and for the Transfer Secretary to provide the Shareholder (or its representative or proxy) with details as to how to access the General Meeting by means of electronic participation. Shareholders participating electronically will not be able to vote electronically and must follow the standard voting arrangements. The Company reserves the right not to provide for electronic participation at the General Meeting in the event that it determines that it is not practical to do so, or an insufficient number of Shareholders (or their representatives or proxies) request to so participate.

ATTENDANCE AND VOTING BY SHAREHOLDERS OR PROXIES

On a show of hands, every Shareholder who is present in person, or by proxy or represented at the General Meeting shall have one vote (irrespective of the number of Shares held). On a poll, every Shareholder shall have one vote for every Share held in the Company by such Shareholder. All Shareholders are encouraged to attend, participate in, and speak and vote at, the General Meeting. Voting will be conducted by way of a poll.

A Shareholder entitled to attend and vote at the General Meeting may appoint any individual (or two or more individuals) as a proxy or as proxies to attend, participate in, speak and vote at, the General Meeting in the place of the Shareholder. A proxy need not be a Shareholder of the Company.

A proxy appointment must be in writing, dated and signed by the Shareholder appointing a proxy, and, subject to the rights of a Shareholder to revoke such appointment (as set out below), remains valid only until the end of the General Meeting.

The appointment of a proxy is suspended at any time and to the extent that the Shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as a Shareholder.

Shareholders who have Dematerialised their Shares, other than those Shareholders who have Dematerialised their shares with “own name” registration, should contact their CSDP or Broker in the manner and time stipulated in their agreement, in order to furnish them with their voting instructions and to obtain the necessary letter of representation to do so, in the event that they wish to attend the General Meeting.

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Please note that if you are the owner of Dematerialised Shares, held through a CSDP or Broker and are not registered as an “own name” Dematerialised Shareholder you are not recorded as a registered Shareholder of the Company, but appear on the sub-register of the Company held by your CSDP. Accordingly, in these circumstances subject to the mandate between yourself and your CSDP or Broker, as the case may be:

• if you wish to attend the General Meeting you must contact your CSDP or broker, as the case may be, and obtain the relevant letter of representation from them; alternatively

• if you are unable to attend the General Meeting but wish to be represented at the meeting, you must contact your CSDP or Broker, as the case may be, and furnish them with your voting instructions in respect of the General Meeting and/or request them to appoint a proxy. You must not complete the attached Form of Proxy (white). The instructions must be provided in accordance with the mandate between yourself and your CSDP or Broker, as the case may be, within the time period required by them.

CSDPs, Brokers or their nominees, as the case may be, recorded in the Company’s sub-register as holders of Dematerialised Shares held on behalf of an investor/beneficial owner in terms of Strate should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold Dematerialised Shares in the Company, vote by either appointing a duly authorised representative to attend and vote at the General Meeting or by completing the attached Form of Proxy (white) in accordance with the instructions thereon and returning it to the Transfer Secretary not less than 48 hours before the time appointed for the holding of the General Meeting (excluding Saturdays, Sundays and public holidays).

Shares held by a BCX share trust or scheme will not have their votes at the General Meeting taken into account for purposes of resolutions proposed in terms of the Listings Requirements. Shares held as treasury shares may also not vote.

The “A” Shares will have full voting rights.

Shareholders of the Company that are companies, that wish to participate in the General Meeting, may authorise any person to act as its representative at the General Meeting.

If you hold Certificated Shares or are registered as an “own name” Dematerialised Shareholder, then:

• you may attend and vote at the General Meeting; alternatively

• you may appoint a proxy (who need not also be a Shareholder of the Company) to represent you at the General Meeting by completing the attached Form of Proxy (white) and, for administrative reasons, returning it to the office of the Transfer Secretary, Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, South Africa or posted to the Transfer Secretary at PO Box 61051, Marshalltown, 2107 (70 Marshall Street, Johannesburg 2001), South Africa, so as to be received by them by not later than 10:30 on Wednesday, 28 August 2013 (48 hours (excluding Saturdays, Sundays and public holidays) in the Republic of South Africa) prior to the General Meeting. Any forms of proxy not received by this time must be handed to the chairperson of the General Meeting immediately prior to the General Meeting. Please also note that the attached Form of proxy (white) may be delivered to the Company at any time before the General Meeting and must be so delivered before your proxy may exercise any of your rights as a Shareholder at the General Meeting.

A proxy may delegate his/her authority to act on your behalf to another person, subject to the restrictions set out in the attached Form of Proxy as stipulated in section 58(3)(b) of the Companies Act.

PROOF OF IDENTIFICATION REQUIRED

Section 63(1) of the Companies Act requires that a person wishing to participate in the General Meeting (including any representative or proxy) must provide satisfactory identification (such as identity documents, driver’s licences or passports) before they may attend or participate at General Meeting.

APPRAISAL RIGHTS FOR DISSENTING SHAREHOLDERS

In terms of section 164 of the Companies Act, at any time before Special Resolution 2 as set out in the Notice of General Meeting is voted on, a Dissenting Shareholder may give the Company a written notice objecting to Special Resolution 2.

Within 10 Business Days after the Company has adopted Special Resolution 2, the Company must send a notice that Special Resolution 2 has been adopted to each Dissenting Shareholder who:

• gave the Company a written notice of objection as contemplated above; and

• has neither withdrawn that notice nor voted in support of Special Resolution 2.

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A Dissenting Shareholder may demand that the Company pay the Dissenting Shareholder the fair value for all  of the Shares held by that person if:

• the Dissenting Shareholder has sent the Company a notice of objection as contemplated above;

• the Company has adopted Special Resolution 2; and

• the Dissenting Shareholder voted against Special Resolution 2 and has complied with all of the procedural requirements of section 164 of the Companies Act.

A copy of section 164 of the Companies Act is set out in Annexure VI to this Circular.

By order of the Board

J de KokerGroup company secretary

31 July 2013

PRINTED BY INCE (PTY) LTD REF. W2CF16395

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” Share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

FORM OF PROXY FOR THE ELIGIBLE SHAREHOLDER GENERAL MEETING

The definitions and interpretations commencing on page 10 of this Circular apply mutatis mutandis to this Form of Proxy for the Eligible Shareholder General Meeting.

This Form of Proxy is only for use by Eligible Shareholders.

For use by registered Eligible Shareholders of the Company at the Eligible Shareholder General Meeting of the Company which will be held in the Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013 at 10:00 and at any adjournment thereof.

I/We (please PRINT NAME)

of

(Address in BLOCK LETTERS)

being a holder of Eligible “A” Shares (listed on the Exchange as BCX “A” Shares) in the Company and entitled to vote, do hereby appoint (refer to note 1):

1. or, failing him/her,

2. or, failing him/her,

the Chairman of the Eligible Shareholder General Meeting, as my/our proxy/ies to vote on a poll on my/our behalf at the Eligible Shareholder General Meeting for the purpose of considering and, if deemed fit, passing, with or without modification, the special and ordinary resolution to be proposed thereat and at each adjournment thereof and to vote for and/or against the special and ordinary resolutions and/or abstain from voting in respect of the Eligible “A” Shares registered in my/our name/s in accordance with the instructions/notes overleaf.

Please indicate with an “X” or number of Eligible “A” Shares which you wish to vote in the spaces below how you wish your proxy to vote in respect of the resolutions to be proposed, as contained in the notice of the abovementioned Eligible Shareholder General Meeting.

*I/We desire my/our proxy to vote on the special and ordinary resolutions to be proposed, as follows:

For Against Abstain

Special Resolution 1 – Approval of the Scheme in terms of section 115 of the Companies Act

Ordinary Resolution 1 – signature of documentation

Signed by me/us on this day of 2013.

Signature

Assisted by me (where applicable) (refer to instruction 3)

Full name/s of signatory if signing in a representative capacity (refer to instruction 5)

* If this Form of Proxy is returned without any indication of how the proxy should vote, the proxy will exercise his/her discretion both as to how he/she votes and as to whether or not he/she abstains from voting.

1. Every Eligible Shareholder present in person or by proxy and entitled to vote at the Eligible Shareholder General Meeting shall in the event of a poll be entitled to one vote in respect of each Eligible “A” Share held by him/her.

2. Shareholders who have Dematerialised their Eligible “A” Shares and are registered in their own names are Shareholders who appointed CSDP with the express instruction that their uncertificated shares are to be registered in the electronic sub-register of  shareholders in their own names.

Instructions on signing and lodging the Form of Proxy:

1. The Form of Proxy must only be used by Eligible Shareholders who are recorded on the sub-register in electronic form in “own name”.

2. All other beneficial owners who have dematerialised their Eligible “A” Shares through a CSDP or Broker and wish to attend the Eligible Shareholder General Meeting must provide the CSDP or Broker with their voting instructions in terms of the relevant agreement entered into between them and the CSDP or Broker.

3. A Eligible Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space/s provided overleaf, with or without deleting “the Chairman of the Eligible Shareholder General Meeting”, but any such deletion must be initialled by the Eligible Shareholder. Should this space be left blank, the Chairman of the Eligible Shareholder General Meeting will exercise the proxy. The person whose name appears first on the proxy form and who is present at the Eligible Shareholder General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

4. An Eligible Shareholder s’ voting instructions to the proxy must be indicated by the insertion of an “X” or the number of votes exercisable by that Eligible Shareholder in the appropriate spaces provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the Eligible Shareholder concerned. Failure to do this shall be deemed to authorise the proxy to vote or to abstain from voting at Eligible Shareholder General Meeting, as he/she thinks fit in respect of all the shareholder’s exercisable votes. An Eligible Shareholder or his/her proxy is not obliged to use all the votes exercisable by his/her proxy, but the total number of votes cast, or those in respect of which abstention is recorded, may not exceed the total number of votes exercisable by the Eligible Shareholder or by his/her proxy.

5. A minor or any person under incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Transfer Secretary.

6. To be valid, the completed Form of Proxy must be lodged with the Transfer Secretary:

Computershare Investor Services Proprietary Limited,70 Marshall Street, Johannesburg, 2001, or posted toPO Box 61051, Marshalltown, 2107Republic of South Africa,

to reach the Transfer Secretary on or before 10:00 on Wednesday, 28 August 2013 (at least 48 (forty eight) hours (excluding Saturdays, Sundays and public holidays) in the Republic of South Africa) before the time appointed for the holding of the Eligible Shareholder General Meeting. Any Form of Proxy not received by this date and time must be handed to the Chairman of the Eligible Shareholder General Meeting immediately prior to the Eligible Shareholder General Meeting, before the proxy may exercise any of your voting rights.

7. Documentary evidence establishing the authority of a person signing this proxy form in a representative capacity must be attached to this proxy form unless previously recorded by the Transfer Secretary or waived by the Chairman of the Eligible Shareholder General Meeting.

8. The completion and lodging of this proxy form shall not preclude the relevant shareholder from attending the Eligible Shareholder General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.

9. The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this proxy form must be initialled by the signatory/ies.

10. The Chairman of the Eligible Shareholder General Meeting may reject or accept any proxy form which is completed other than in accordance with these instructions provided that he is satisfied as to the manner in which a shareholder wishes to vote.

11. The Chairman of the meeting shall be entitled to decline or accept the authority of a person signing the Form of Proxy:

11.1 under a power of attorney; or

11.2 on behalf of a company unless his power of attorney or authority is deposited at the office of the Company or that of the Transfer Secretary not later than 10:00 on Wednesday, 28 August 2013 (48 (forty eight) hours before the meeting).

12. Where there are joint holders of Eligible “A” Shares:

(a) any one holder may sign the Form of Proxy; and

(b) the vote(s) of the senior Eligible Shareholders (for that purpose seniority will be determined by the order in which the names of Eligible Shareholders appear in the Register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint Eligible Shareholder(s).

13. A deletion of any printed matter and the completion of any blank space need not be signed or initialled. Any alteration or correction must be signed and not merely initialled.

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

FORM OF PROXY FOR THE GENERAL MEETING

The definitions and interpretations commencing on page 10 of this Circular apply mutatis mutandis to this General Meeting Form of Proxy

This Form of Proxy is only for use by:

• Certificated Shareholders, and

• Dematerialised Shareholders with “own name” registration.

For use by Shareholders at the General Meeting which will be held in the Business Connexion Fundi Auditorium, Business Connexion Park North, 789 16th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013 at 10:30 (or as soon as the Eligible Shareholder General Meeting convened for the same date and place shall have been concluded or adjourned) and at any adjournment thereof.

I/We (please PRINT NAME)

of

(Address in BLOCK LETTERS)

being a holder of Ordinary Shares

BEE “A” Shares

Eligible “A” Shares (collectively BEE “A” Shares and Eligible “A” Shares are listed on the Exchange as BCX “A” Shares) in the Company and entitled to vote, do hereby appoint (refer to note 1):

1. or, failing him/her,

2. or, failing him/her,

the Chairman of the General Meeting, as my/our proxy/ies to vote on a poll on my/our behalf at the General Meeting for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolutions to be proposed thereat and at each adjournment thereof and to vote for and/or against the ordinary and special resolutions and/or abstain from voting in respect of the Shares registered in my/our name/s in accordance with the instructions/notes overleaf.

Please indicate with an “X” or number of Shares which you wish to vote in the spaces below how you wish your proxy to vote in respect of the ordinary and special resolutions to be proposed, as contained in the Notice of the General Meeting.

*I/We desire my/our proxy to vote on the ordinary and special resolution to be proposed, as follows:

For Against AbstainOrdinary Resolution 1 – Delisting in terms of paragraph 1.14 and 1.15 of the Listings Requirements

Ordinary Resolution 2 – Adoption of the Proposed New Share Incentive Plans in terms of Schedule 14 of the Listings Requirements

Ordinary Resolution 3 – Signature of documentation

Special Resolution 1 – Specific repurchase in terms of paragraph 5.69 of the Listings Requirements (excluding Eligible Shareholders vote)

Special Resolution 2 – Repurchase of greater than 5% of the Eligible “A” Shares in terms of section 48(8)(b) of the Companies Act and repurchase of Eligible “A” Shares from a Director in terms of section 48(8)(a) of the Companies Act

Special Resolution 3 – Financial Assistance in terms of section 44 and section 45 of the Companies Act

Special Resolution 4 – Shareholder approval for the issuing of shares in certain cases

Signed by me/us on this day of 2013

Signature

Assisted by me (where applicable) (refer to instruction 3)

Full name/s of signatory if signing in a representative capacity (refer to instruction 5)

* If this Form of Proxy is returned without any indication of how the proxy should vote, the proxy will exercise his/her discretion both as to how he/she votes and as to whether or not he/she abstains from voting.

1. Every Shareholder present in person or by proxy and entitled to vote at the General Meeting shall in the event of a poll be entitled to one vote in respect of each Share in the Company held by him/her.

2. Shareholders who have Dematerialised their Shares and are registered in their “own name” are Shareholders who appointed Computershare CSDP with the express instruction that their uncertificated Shares are to be registered in the electronic sub-register of Shareholders in their own names.

Instructions on signing and lodging the Form of Proxy:

1. The Form of Proxy must only be used by Shareholders who hold Certificated Shares or Shareholders who hold Dematerialised Shares and who are recorded on the sub-register in electronic form in “own name”.

2. All other beneficial owners who have Dematerialised their Shares through a CSDP or Broker and wish to attend the General Meeting must provide the CSDP or Broker with their voting instructions in terms of the relevant agreement entered into between them and  the CSDP or broker.

3. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space/s provided overleaf, with or without deleting “the Chairman of the General Meeting”, but any such deletion must be initialled by the Shareholder. Should this space be left blank, the Chairman of the General Meeting will exercise the proxy. The person whose name appears first on the Form of Proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of  those whose names follow.

4. A Shareholder’s voting instructions to the proxy must be indicated by the insertion of an “X” or the number of votes exercisable by that shareholder in the appropriate spaces provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the Shares held by the Shareholder concerned. Failure to do this shall be deemed to authorise the proxy to vote or to abstain from voting at the General Meeting, as he/she thinks fit in respect of all the Shareholder’s exercisable votes. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by his/her proxy, but the total number of votes cast, or those in respect of which abstention is recorded, may not exceed the total number of votes exercisable by the Shareholder or by his/her proxy.

5. A minor or any person under incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Transfer Secretary.

6. To be valid, the completed Form of Proxy must be lodged with the Transfer Secretary of the Company:

Computershare Investor Services Proprietary Limited,70 Marshall Street, Johannesburg, 2001, or posted toPO Box 61051, Marshalltown, 2107Republic of South Africa,

to reach the Transfer Secretary on or before 10:30 on Wednesday, 28 August 2013 (at least 48 (forty eight) hours (excluding Saturdays, Sundays and public holidays) in the Republic of South Africa) before the time appointed for the holding of the General Meeting. Any Form of Proxy not received by this date and time must be handed to the Chairman of the General Meeting immediately prior to the General Meeting, before the proxy may exercise any of your voting rights.

7. Documentary evidence establishing the authority of a person signing this Form of Proxy in a representative capacity must be attached to this Form of Proxy unless previously recorded by the Transfer Secretary or waived by the Chairman of the General Meeting.

8. The completion and lodging of this Form of Proxy shall not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.

9. The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this proxy form must be initialled by the signatory/ies.

10. The Chairman of the General Meeting may reject or accept any Form of Proxy which is completed other than in accordance with these instructions provided that he is satisfied as to the manner in which a Shareholder wishes to vote.

11. The Chairman of the General Meeting shall be entitled to decline or accept the authority of a person signing the Form of Proxy:

(a) under a power of attorney; or

(b) on behalf of a company unless his power of attorney or authority is deposited at the office of the Company or that of the Transfer Secretary not later than 10:30 on Wednesday, 28 August 2013 (48 (forty eight) hours before the meeting).

12. Where there are joint holders of shares:

(a) any one holder may sign the Form of Proxy; and

(b) the vote(s) of the senior Shareholders (for that purpose seniority will be determined by the order in which the names of shareholders appear in the Register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint Shareholder(s).

13. A deletion of any printed matter and the completion of any blank space need not be signed or initialled. Any alteration or correction must be signed and not merely initialled.

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

FORM OF ELECTION, ACCEPTANCE AND TRANSFER FOR THE VOLUNTARY OFFER – FOR USE BY CERTIFICATED VOLUNTARY OFFER PARTICIPANTS ONLY

Instructions:

1. Words and definitions used herein will bear the meanings assigned to them in the section headed “Definitions and interpretations” commencing on page 10 of this Circular, of which this Form of Election forms part.

2. This Form of Election must only be completed by Certificated Shareholders.

3. The Voluntary Offer will only be eligible for implementation if the Scheme does not become operative for whatever reason.

4. A Voluntary Offer Participant is a Shareholder recorded in the “A” Share register on the Voluntary Offer Record Date.

5. Persons who have acquired Eligible “A” Shares after the date of issue of this Circular, to which this Form of Election is attached, can obtain copies of the Form of Election from the Transfer Secretaries.

6. The Continuation Election will be deemed to have been made in respect of such Eligible “A” Shares held for which the Exit Election is not made in Part A of this Form of Election.

To: Computershare Investor Services Proprietary Limited 70 Marshall Street Johannesburg 2001 (PO Box 61763, Marshalltown , 2107)

Dear Sirs

PART A – To be completed by all Certificated Voluntary Offer Participants who return this form.

Surname or Name of corporate body

Title (Mr, Mrs, Miss, Ms, etc) and first names (in full)

ID or registration number:

Total number of Eligible “A” Shares held

(Numerical figures only)

Exit Election: total number of “A” Shares tendered into the Voluntary Offer

(Numerical figures only)

PART B – Acceptance1. I/We wish to accept the Voluntary Offer, in respect of the Eligible “A” Shares so elected above in terms

of  the Exit Election, upon the terms and conditions as set out in this Circular.

2. I/We acknowledge that this acceptance of the Voluntary Offer must be lodged with the Transfer Secretaries prior to 12:00 on the Voluntary Offer Record Date.

Stamp and address of agent lodging this form (if any)

Signature of Voluntary Offer Participant

Date of signature

Telephone number

Mobile number

PART C – To be completed by all Certificated Voluntary Offer Participants who are either emigrants from or non-residents of the common monetary area

In the case of emigrants: The Voluntary Offer Price will be forwarded to the authorised dealer nominated below for its control and credited to the emigrant’s blocked account. Accordingly, non-residents who are emigrants must provide the following information:

Name of authorised dealer

Address

Account number

In the case of all other non-residents of the common monetary area: The Voluntary Offer Price will be posted to the registered address of the non-resident concerned, unless written instructions to the contrary are received and a substitute address provided below:

Stamp and address of agent lodging this form (if any)

Substitute address:

Signature of Voluntary Offer Participant

Details of authorised dealer:

Signature of authorised dealer:

PART D – Submission of banking details (excluding third party accounts) in respect of Certificated Voluntary Offer Participant wishing payment of the Voluntary Offer Price to be made by way of the electronic transfer of funds

Name of Certificated Voluntary Offer Participant

Banking details

Name of bank

Branch and branch code

Account number

Contact person

Signature of Certificated Voluntary Offer Participant

In order to give effect to the provisions of this Part D, the Transfer Secretaries require the following certified true documents from the Voluntary Offer Participant:

• Identification document; and

• Copy of bank statement.

BCX assumes no responsibility for verifying the banking details provided above or the authenticity of the signature below. The Voluntary Offer Participant warrants the correctness of the above banking details and indemnifies BCX against any loss once funds have been paid into the account specified above.

PART E – Transfer of Eligible “A” Shares

By completing and signing this Form of Election, the Certificated Voluntary Offer Participant concerned transfers the applicable number of Eligible “A” Shares subject to the Exit Election as referred to in Part A and Part B above to BCX (or BCX’s duly appointed nominee).

Stamp and address of agent lodging this form (if any)

Signature of Certificated Voluntary Offer

Participant

Notes:

1. Any alteration of this Form of Election must be signed in full and not initialled.

2. If this Form of Election is signed under a power of attorney, then such power of attorney, or a notarially certified copy hereof, must be sent with this form for noting (unless it has already been noted by the Transfer Secretaries).

3. Where the Voluntary Offer Participant is a company or a close corporate or other juristic person, a certified copy of the directors’ or members or other resolution authorising the signing of this Form of Election acceptance and transfer must be submitted with this form.

4. Where there are joint holders of any Eligible “A” Shares, all joint holders are required to sign this Form of Election.

5. Elections may be made on this Form of Election only. Copies of reproductions of the Form of Election will not be accepted.

6. Elections are irrevocable and may not be withdrawn or altered once submitted to the Transfer Secretaries.

7. No receipts will be issued for Forms of Election.

8. This Form of Election should not be sent, forwarded or otherwise distributed in or into the United States of America, Australia, Canada or Japan.

9. Separate Forms of Election must be completed by all Certificated Voluntary Offer Participants:

• Parts A and B must be completed by all Certificated Voluntary Offer Participants who return this Form of Election;

• Part C must be completed by all Certificated Voluntary Offer Participants who are emigrants from or non-residents of the Common Monetary Area; and

• Part D must be completed by Certificated Voluntary Offer Participants wishing payment of the Voluntary Offer Price to be made by way of the EFT,

and must be returned to Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107) so as to be received before the Voluntary Offer Record Date. EFTs will be made on the closing date only to Certificated Voluntary Offer Participants who surrender their Documents of Title prior to the Voluntary Offer Record Date.

BUSINESS CONNEXION GROUP LIMITED(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)Share code: BCX ISIN: ZAE000054631

“A” share code: BCA ISIN: ZAE000156154(“BCX” or the “Company”)

FORM OF SURRENDER AND TRANSFER FOR THE SCHEME – FOR USE BY CERTIFICATED ELIGIBLE SHAREHOLDERS ONLY

Instructions:

1. Words and definitions used herein will bear the meanings assigned to them in the section headed “Definitions and interpretations” commencing on page 10 of this Circular, of which this Form of Surrender forms part.

2. The surrender of Documents of Title is only applicable to Certificated Eligible Shareholders.

3. A separate Form of Surrender is required for each Certificated Eligible Shareholder.

• Part A must be completed by all Certificated Eligible Shareholders who return this Form of Surrender.

• Part B must be completed by all Certificated Eligible Shareholders who are emigrants from or non-residents of the Common Monetary Area.

• Part C must be completed by Scheme Participants wishing payment of the Scheme Consideration to be made by way of the EFTs, and must be returned to Computershare Investor Services Proprietary Limited, 7th Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107) so as to be received before 12:00 on the Scheme Record Date, presently scheduled to be Friday, 4 October 2013. EFTs will be made on the implementation date only to Scheme Participants who surrender their Documents of Title prior to 12:00 on the Scheme Record Date.

• If this Form of Surrender is returned with the relevant Document(s) of Title to “A” Shares before the unconditional date, it will become treated as a conditional surrender which is made subject to the Scheme (details of which are set out in this Circular to which this Form of Surrender is attached) becoming unconditional and being implemented. In the event of the Scheme not being implemented for any reason whatsoever, Computershare Investor Services Proprietary Limited will, within 5 (five) Business Days of the date upon which it becomes known that the Scheme will not be implemented, return the Document(s) of Title to the Scheme Participants concerned, by registered mail, at the risk of such Scheme Participants.

4. Persons who have acquired Eligible “A” Shares in BCX after the date of issue of the document to which this Form of Surrender is attached can obtain copies of the Form of Surrender and this Circular from Computershare Investor Services Proprietary Limited at 70 Marshall Street, Johannesburg, 2001.

5. The Scheme Consideration for every Certificated Eligible Shareholder held on the Scheme Record Date, presently scheduled to be on Monday, 7 October 2013, in the case of the Scheme becoming unconditional and being implemented, will not be sent to Scheme Participants unless and until documents of title in respect of the relevant Eligible “A” Shares have been surrendered to Computershare Investor Services Proprietary Limited.

Please also read the notes contained at the end of this form.

To: Computershare Investor Services Proprietary Limited70 Marshall StreetJohannesburg2001(PO Box 61763, Marshalltown, 2107)

Dear Sirs

PART A – to be completed by all Certificated Eligible Shareholder who return this form

Surname or name of corporate body

First names (in full)

Title (Mr, Mrs, Miss, Ms, etc)

Address to which the Scheme Consideration should be sent (if different from registered address)

Postal code Country

Telephone ( ) Mobile number

In terms of the provisions set out in 2.3 of the document to which this form is attached, I/we surrender and enclose the under mentioned document(s) of title to Eligible “A” Shares:

Documents of title

Name of registered (separate form for each holder)

Certificate number(s) (in numerical order)

Holder number of “A” Shares covered by each certificate

Total

PART B – to be completed by all emigrants holding Certificated Eligible “A” Shares from, and non-resident Certificated Eligible Shareholders of the common monetary area (see notes 1 and 2).

In the case of emigrants: The Scheme Consideration will be posted or transferred (at the risk of the Scheme Participant) to the authorised dealer nominated below for its control and credited to the emigrant’s blocked account. Accordingly, non-residents who are emigrants must provide the following information:

Name of authorised dealer

Address

Account number

In the case of all other non-resident Certificated Eligible Shareholders: The Scheme Consideration will be posted to the registered address of the non-resident concerned, unless written instructions to the contrary are received and a substitute address provided below (in each case at the risk of the Scheme Participant):

Substitute address Stamp and address of agent lodging this form (if any)

Signature of “A” Shareholder

Details of authorised dealer

Signature of authorised dealer

PART C – submission of banking details (excluding third party accounts) in respect of Certificated Eligible Shareholders wishing payment of the Scheme Consideration to be made by way of the EFT. In terms of the Financial Intelligence Centre Act requirements, Computershare will only be able to record the banking details if the following documents are attached:• a certified copy of identity document; and

• a certified true copy of a bank statement.

Name of certificated Scheme Participant

Name of bank

Branch and branch code

Account number

Contact person

Signature of Scheme Participant

BCX undertakes no responsibility for verifying the banking details provided above or the authenticity of the signature below. Scheme Participants warrant the correctness of the above banking details and indemnify BCX against any loss once funds have been paid into the account whose details have been provided above.

Stamp and address of agentlodging this form (if any)

Signature of “A” Shareholder

Note: In order to comply with the requirements of the Financial Intelligence Act, 2001 (Act 38 of 2001), Computershare Investor Services Proprietary Limited will be unable to record any changes of address or payment mandates unless the following documentation is received from the relevant “A” Shareholder:

• a certified true copy of the original identification document (in respect of changes of address and payment mandate); and

• a certified true copy of an original bank statement (in respect of bank mandate).

Notes:

1. All documents are posted at the risk of the Scheme Participants. The Scheme Consideration will be posted or transferred, as the case may be, at the risk of Scheme Participants.

2. Emigrants from the Common Monetary Area must complete Part B.

3. All other non-residents of the Common Monetary Area must also complete Part B (if they wish the Scheme Consideration to be sent to an authorised dealer in South Africa).

4. If Part B is not properly completed, the Scheme Consideration (in the case of emigrants) will be paid by the Company, to an authorised dealer of its choice to hold on behalf of the relevant emigrant pending receipt of the necessary nomination or instruction. No interest will be payable to the Scheme Participant in respect of such monies.

5. The Scheme Consideration will not be sent to Scheme Participants unless and until the Documents of Title in respect of the relevant “A” Shares have been surrendered to the Transfer Secretaries. No interest will be payable to the Scheme Participant in respect of such monies. If an Scheme Participant produces evidence to the satisfaction of BCX that document(s) of title in respect of Scheme Shares have been lost  or destroyed, surrender of such document(s) of title may be waived by BCX, provided that BCX are, if so required given an indemnity in respect of such Document(s) of Title and additional evidence or documents or undertakings (including insurance or a guarantee) as BCX may require.

6. If this Form of Surrender is not signed by the “A” Shareholder, the “A” Shareholder will be deemed to have irrevocably appointed the Company Secretary of BCX to implement that “A” shareholder’s obligation under the Scheme on his/her behalf.

7. No receipts will be issued for documents lodged, unless specifically requested. In compliance with the requirements of the JSE, lodging agents are requested to prepare special transaction receipts. Signatories may be called upon for evidence of their authority or capacity to sign this Form of Surrender.

8. Any alteration to this Form of Surrender must be signed in full and not initialled.

9. If this Form of Surrender is signed under a power of attorney, then such power of attorney or a notarially certified copy thereof must be sent with this form for noting (unless it has already been noted by BCX or its Transfer Secretaries).

10. Where the “A” Shareholder is a company or a close corporation, unless it has already been registered with BCX or its Transfer Secretaries, a certified copy of the Directors’ or members’ resolution authorising the signing of this Form of Surrender must be submitted if so requested by BCX.

11. Note 9 above does not apply in the event of this form bearing the stamp of a broking member of the JSE.

12. Where there are joint holders of any “A” Shares, only the holder whose name stands first in the register in respect of such “A” Shares need sign this Form of Surrender.