ASTRAPAK LIMITED RPC GROUP PLC - Squarespace · PDF fileCORPORATE INFORMATION Astrapak Limited...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe definitions and interpretations commencing on page 16 of this Circular apply throughout this Circular unless otherwise indicated.

If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker or other professional advisor immediately.

If you have disposed of all your Astrapak Shares, then this Circular, together with the accompanying Notice(s), the Form(s) of Proxy and the Form(s) of Surrender, should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you disposed of your Astrapak Shares.

Shareholders should note that, whilst the entire Circular is important and should be read in its entirety, particular attention should be paid to the sections entitled “Action required by Astrapak Ordinary Shareholders” and “Action required by Astrapak Preference Shareholders” commencing on pages 4 and 8 of this Circular, respectively.

ASTRAPAK LIMITED RPC GROUP PLCIncorporated in the Republic of South Africa

(Registration number 1995/009169/06)Share code: APK ISIN: ZAE000096962

Share code: APKP ISIN: ZAE000087201 (“Astrapak” or “the Company”)

Incorporated in England and Wales(Company Number 2578443)

ISIN: GB0007197378LSE share code: RPC

(“RPC”)

CIRCULAR TO ASTRAPAK SHAREHOLDERSregarding

• the Ordinary Share Scheme proposed by the Astrapak Board to Ordinary Shareholders, in terms of section 114 of the Companies Act, which, if implemented, will result in RPC acquiring all of the Ordinary Scheme Shares from Ordinary Scheme Participants (other than certain Excluded Ordinary Shares) for a minimum cash consideration of no less than R6.40 per Ordinary Scheme Share;

• the delisting of the Astrapak Ordinary Shares from the JSE;• the Preference Share Scheme proposed by the Astrapak Board to Preference Shareholders, in terms of section 114 of the

Companies Act, which, if implemented, will result in Astrapak voluntarily repurchasing all of the Preference Scheme Shares from Preference Share Scheme Participants for a cash consideration of R100.00 per Preference Scheme Share;

• the delisting of the Astrapak Preference Shares from the JSE;• the proposed unbundling by Astrapak of all its Shares in Master Plastics to Astrapak Ordinary Shareholders by way of a

distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act, in the intended ratio of one Master Plastics Share for every one Astrapak Ordinary Share held at the close of business on the Unbundling Record Date;

• the proposed listing of Master Plastics on the AltX;

and incorporating

• the reports prepared by the Independent Expert in terms of section 114(3) of the Companies Act;• a copy of sections 115 and 164 of the Companies Act;• a Notice convening the General Meeting of Astrapak Shareholders (purple);• a Form of Proxy in respect of the General Meeting of Astrapak Shareholders for use by Certificated Ordinary Shareholders and

“own-name” Dematerialised Ordinary Shareholders, and Certificated Preference Shareholders and “own-name” Dematerialised Preference Shareholders only, as the case may be (pink);

• a Notice convening the Ordinary Share Scheme Meeting (white);• a Form of Proxy in respect of the Ordinary Share Scheme Meeting for use by Certificated Ordinary Shareholders and “own-name”

Dematerialised Ordinary Shareholders only (yellow);• a Form of Surrender for use by Certificated Ordinary Shareholders only (orange);• a Notice convening the Preference Share Scheme Meeting (blue);• a Form of Proxy in respect of the Preference Share Scheme Meeting for use by Certificated Preference Shareholders and

“own-name” Dematerialised Preference Shareholders only (green); and• a Form of Surrender for use by Certificated Preference Shareholders only (grey).

Corporate Advisor and Transaction Sponsor to Astrapak

Legal Advisor and Tax Advisor to Astrapak

Independent Reporting Accountants and Auditors to Astrapak

Independent Expert Corporate Advisor to RPC Legal Advisor to RPC

Date of issue: 7 April 2017

Additional copies of this Circular, in its printed format, may be obtained from the Company at Rivonia Village, 2nd Floor, Corner Mutual Road and Rivonia Boulevard, Rivonia, Johannesburg, 2191, and from the Corporate Advisor and Transaction Sponsor to Astrapak at 2nd Floor, North Block, Hyde Park Office Tower, Corner 6th Road and Jan Smuts Avenue, Hyde Park, 2196, during normal business hours from Friday, 7 April 2017 up to and including Friday, 12 May 2017. This Circular will also be available on the Astrapak website (www.astrapak.co.za) from the commencement of normal business hours on Friday, 7 April 2017. Copies of this Circular are available in the English language only.

CORPORATE INFORMATION

Astrapak Limited RPC Group PLC

Date of incorporation: 3 May 1933 Date of incorporation: 31 January 1991

Place of incorporation: South Africa Place of incorporation: England and Wales

Company Secretary and registered office Company Secretary and registered officeSalome Ratlhagane (Bcom (Accounting) (Hons), CA(SA)) Nick Giles (MA FCIS)5 Kruger Street Sapphire HouseDenver Crown Way, RushdenJohannesburg, 2001 Northants, NN10 6FB(PO Box 75769, Gardenview, 2047) United Kingdom

Corporate Advisor and Transaction Sponsor to Astrapak Corporate Advisor to RPCMerchantec Proprietary Limited Rothschild (South Africa) Proprietary Limited(Registration number 2008/027362/07) (Registration number 1999/021764/07)2nd Floor, North Block, Hyde Park Office Towers 3rd Floor, Oxford CornerCorner 6th Road and Jan Smuts Avenue 32a Jellicoe Avenue WestHyde Park, 2196 Rosebank, Johannesburg, 2196(PO Box 41480, Craighall, 2024) (PO Box 411332, Craighall, 2024)

Legal Advisor and Tax Advisor to Astrapak Legal Advisor to RPCWebber Wentzel Werksmans90 Rivonia Road (Registration number 1990/007215/21)Sandton 155 5th StreetJohannesburg, 2196 Sandown, Sandton, 2196(PO Box 61771, Marshalltown, 2107) (Private Bag 10015, Sandton, 2146)

Independent ExpertGrant Thornton Advisory Services Proprietary LimitedChartered Accountants (SA)(Registration number 2002/022635/07)52 Corlett Drive, Wanderers Office ParkIllovo, 2196(Private Bag X28, Benmore, 2010)

Independent Reporting Accountants and Auditors to AstrapakDeloitte & ToucheRegistered Auditors1st Floor, The SquareCape Quarter27 Somerset RoadGreen Point, 8005, Western Cape

Transfer Secretaries to AstrapakComputershare Investor ServicesProprietary Limited(Registration number 2004/003647/07)Rosebank Towers15 Biermann AvenueRosebank, 2196(PO Box 61051, Marshalltown, 2107)

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TABLE OF CONTENTS

Page

Corporate information Inside front cover

Important Legal Notices 3

Action required by Astrapak Ordinary Shareholders 4

Action required by Astrapak Preference Shareholders 8

Important dates and times in respect of the Ordinary Share Scheme 12

Important dates and times in respect of the Preference Share Scheme 14

Definitions and interpretations 16

Circular to Astrapak Shareholders 29

1. Introduction 29

2. Purpose of this Circular 31

3. Ordinary Share Scheme 31

3.1 Rationale for the Ordinary Share Scheme 31

3.2 Terms and conditions of the Ordinary Share Scheme 31

3.3 Suspension and termination of the listing of the Astrapak Ordinary Shares 42

3.4 Interests of RPC and RPC Directors in Astrapak Ordinary Shares 42

3.5 Interests of RPC Directors in RPC shares 43

3.6 Interests of Astrapak and the Directors of Astrapak in RPC shares 43

3.7 Interests of the Directors of Astrapak in Astrapak Ordinary Shares 43

3.8 Astrapak Long-Term Incentive Schemes 43

3.9 Service contracts of Directors of Astrapak 45

3.10 Astrapak Ordinary Shareholder Undertakings 45

3.11 Interests in RPC shares by providers of irrevocable undertakings 50

3.12 Agreements in relation to the Ordinary Share Scheme 50

3.13 Opinions and recommendations 50

3.14 Directors’ responsibility statement 51

4. Preference Share Scheme 52

4.1 Background and rationale for the Preference Share Scheme 52

4.2 Terms and conditions of the Preference Share Scheme 52

4.3 Suspension and termination of the listing of the Astrapak Preference Shares 58

4.4 Interests of the Directors of Astrapak in Preference Shares 58

4.5 Astrapak Preference Shareholder Undertakings 58

4.6 Adequacy of capital and solvency and liquidity test 60

4.7 Opinions and recommendations 61

4.8 Directors’ responsibility statement

5. Unbundling and Listing 62

6. Consents 67

7. Documents available for inspection 67

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Page

Annexure 1 Opinion of the Independent Expert in respect of the Ordinary Share Scheme 68

Annexure 2 Opinion of the Independent Expert in respect of the Preference Share Scheme

72

Annexure 3 Restated Historical Audited Financial Information of Astrapak for the years ended 29 February 2016, 28 February 2015 and 28 February 2014

76

Annexure 4 Restated Interim Financial Results of Astrapak for the six months ended 31 August 2016

84

Annexure 5 Exchange Control Regulations 90

Annexure 6 Section 115: Required approval for transactions contemplated in Chapter 5 of the Companies Act

92

Annexure 7 Section 164: Dissenting Shareholders’ Appraisal Rights 94

Annexure 8 Trading history of Astrapak Ordinary Shares 97

Annexure 9 Trading history of Astrapak Preference Shares 99

Annexure 10 Pro forma financial effects in respect of the Unbundling and voluntary Repurchase of the Preference Shares

101

Annexure 11 Independent reporting accountant’s assurance report on the pro forma financial information

108

Annexure 12 Information for Foreign Shareholders relating to the Unbundling 110

Annexure 13 Taxation considerations relating to the Unbundling 112

Notice convening the General Meeting of Astrapak Shareholders (purple) 114

Form of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) Attached

Notice convening the Ordinary Share Scheme Meeting (white) 121

Form of Proxy in respect of the Ordinary Share Scheme Meeting (yellow) Attached

Form of Surrender in respect of the Ordinary Share Scheme (orange) Attached

Notice convening the Preference Share Scheme Meeting (blue) 131

Form of Proxy in respect of the Preference Share Scheme Meeting (green) Attached

Form of Surrender in respect of the Preference Share Scheme (grey) Attached

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IMPORTANT LEGAL NOTICES

The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and, therefore, persons in any such jurisdictions into which this Circular is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. This Circular does not constitute the solicitation of an offer to purchase or sell securities or the solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful or in which securities may not be offered or sold without registration or an exemption from registration. There will be no public offering of securities in any jurisdiction that would require registration.

The Schemes, which are the subject of this Circular, may be affected by the laws of the relevant jurisdictions of Foreign Shareholders. Astrapak Shareholders who are not resident in, or who have registered addresses outside of South Africa must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Ordinary Share Scheme Consideration and/or the Preference Share Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Foreign Shareholders who are in any doubt as to their positions should consult their professional advisors immediately.

The Schemes are governed by the laws of South Africa and are subject to any applicable laws and regulations in South Africa only, including the Companies Act and the Takeover Regulations.

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

This Circular contains statements about Astrapak and RPC that are, or may be, forward-looking statements. All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity, capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases.

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

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Astrapak and RPC caution that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Astrapak and RPC operate may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.

All these forward-looking statements are based on estimates and assumptions, as regards Astrapak, made by Astrapak or, as regards RPC, made by RPC as communicated in publicly available documents by the respective companies, all of which estimates and assumptions, although Astrapak and/or RPC believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Astrapak or RPC or not currently considered material by Astrapak or RPC.

Astrapak Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of either Astrapak or RPC not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. Astrapak and RPC have no duty to, and do not intend to, update or revise the forward-looking statements contained in this Circular after the date of this Circular, except as may be required by law.

Any forward-looking statement has neither been reviewed nor reported on by the external auditors.

4

ACTION REQUIRED BY ASTRAPAK ORDINARY SHAREHOLDERS

If you have disposed of all your Ordinary Shares, then this Circular, together with the accompanying Notices, the Forms of Proxy and the Form of Surrender, should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you disposed of your Ordinary Shares.

Please take careful note of the following provisions regarding the action to be taken by Ordinary Shareholders:

A General Meeting of Astrapak Shareholders will be held at 10:00 on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering and, if deemed fit, passing the General Meeting of Astrapak Shareholders’ Resolutions, which General Meeting of Astrapak Shareholders will be followed at 10:30 or immediately thereafter, whichever is earlier, by the Preference Share Scheme Meeting. The Preference Share Scheme Meeting will be followed at 11:00 or immediately thereafter, whichever is the earlier, by the Ordinary Share Scheme Meeting required to enable RPC (itself or through RPC Nominee) to acquire the Ordinary Scheme Shares in terms of a scheme of arrangement under section 114(1) of the Companies Act. The Notices convening the aforementioned meetings are attached to, and form part of, this Circular.

Astrapak accepts no responsibility and will not be held liable for any failure on the part of any CSDP or broker of a Dematerialised Ordinary Shareholder to notify such Ordinary Shareholder of the General Meeting of Astrapak Shareholders and the Ordinary Share Scheme or any business to be concluded thereat.

1. DEMATERIALISED ORDINARY SHAREHOLDERS WHO ARE NOT “OWN-NAME” DEMATERIALISED ORDINARY SHAREHOLDERS

1.1 Voting at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting

1.1.1 If you wish to attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting, you should instruct your CSDP or broker to issue you with the necessary letter/s of representation to attend the aforementioned meeting/s in person, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

1.1.2 If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting, but wish to vote thereat, you should provide your CSDP or broker with your voting instructions in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. If your CSDP or broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or broker.

1.1.3 You must not complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow).

1.2 Surrender of Documents of Title

You do not have to surrender any Documents of Title. The transfer of your Ordinary Scheme Shares will be handled by your CSDP or broker.

2. DEMATERIALISED ORDINARY SHAREHOLDERS WHO ARE “OWN-NAME” DEMATERIALISED ORDINARY SHAREHOLDERS


2.1.1 You may attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting and vote thereat.

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2.1.2 If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting, but wish to be represented thereat, you must complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) in accordance with the instructions contained therein and return it to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00 on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) may be handed to the chairperson of the relevant meeting prior to commencement thereof and by no later than 10:00 on Friday, 12 May 2017.


You do not have to surrender any Documents of Title. The transfer of your Ordinary Scheme Shares will be handled by your CSDP or broker.

3. CERTIFICATED ORDINARY SHAREHOLDERS


3.1.1 You may attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting and vote thereat.

3.1.2 If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting, but wish to be represented thereat, you must complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) in accordance with the instructions contained therein and return it to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00 on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) may be handed to the chairperson of the relevant meeting prior to commencement thereof and by no later than 10:00 on Friday, 12 May 2017.


3.2.1 If the Ordinary Share Scheme becomes operative, you will be required to surrender your Documents of Title in respect of all your Ordinary Shares in order to claim the Ordinary Share Scheme Consideration payable to you.

3.2.2 If you wish to expedite receipt of the Ordinary Share Scheme Consideration and surrender your Documents of Title in anticipation of the Ordinary Share Scheme becoming operative, you should complete the attached Form of Surrender (orange) and return it, together with the relevant Documents of Title relating to all your Ordinary Shares, in accordance with the instructions contained therein, to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107).

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

3.2.4 Should you surrender your Documents of Title in anticipation of the Ordinary Share Scheme becoming operative and the Ordinary Share Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon which it

6

becomes known that the Ordinary Share Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is the later, return the Documents of Title to you by post at your risk.

4. GENERAL

4.1 Approval of the Ordinary Share Scheme at the Ordinary Share Scheme Meeting

The Ordinary Share Scheme must be approved by a special resolution, in accordance with section 115(2)(a) of the Companies Act, at the Ordinary Share Scheme Meeting, at which at least three Ordinary Shareholders are present and sufficient Ordinary Share Scheme Members are present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the Ordinary Share Scheme Meeting. In order to be approved, the special resolution must be supported by at least 75% of voting rights exercised thereon.

The Ordinary Share Scheme is further subject to the passing of the following additional resolutions:

4.1.1 as a special resolution:

4.1.1.1 the approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act;

4.1.1.2 the approval of the amendments to the ASOS Trust trust deed required to implement the transactions contemplated in this Circular;

4.1.1.3 the approval of the Preference Share Scheme at the Preference Share Scheme Meeting; and

4.1.2 to the extent required, as an ordinary resolution, the approval of all transactions contemplated in this Circular pursuant to section 75(7)(b)(i) of the Companies Act.

4.2 Electronic participation at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting

Ordinary Share Scheme Members or their proxies may participate in (but not vote at) the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme by way of a teleconference call and, if they wish to do so:

• must contact the Company Secretary (by email at the address [email protected]) no later than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that conference call;

• will be required to provide reasonably satisfactory identification; and• will be billed separately by their own telephone service providers for their telephone call to

participate in the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme,

provided that Ordinary Shareholders and/or Ordinary Share Scheme Members and their proxies will not be able to vote telephonically at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme and will still need to appoint a proxy to vote on their behalf at the relevant meeting.

4.3 Court approval

4.3.1 Ordinary Shareholders are advised that, in accordance with section 115(3) of the Companies Act, Astrapak may in certain circumstances not proceed to implement the special resolution required to approve the Ordinary Share Scheme, despite the fact that it will have been adopted at the Ordinary Share Scheme Meeting, without the approval of the Court.

4.3.2 A copy of section 115 of the Companies Act pertaining to the required approval for the Ordinary Share Scheme is set out in Annexure 6 to this Circular.

4.4 Dissenting Ordinary Shareholders

4.4.1 An Ordinary Shareholder who is entitled to vote at the Ordinary Share Scheme Meeting is entitled to seek relief under section 164 of the Companies Act if that Ordinary Shareholder: notified Astrapak in advance in writing of its intention to oppose the special resolution to be proposed at the Ordinary Share Scheme for purposes of approving the Ordinary

7

Share Scheme; was present at the Ordinary Share Scheme Meeting; voted against such special resolution; and sent the Company a demand contemplated in section 164(5) of the Companies Act.

4.4.2 A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders’ Appraisal Rights is set out in Annexure 7 to this Circular.

4.5 Dematerialisation

If you wish to dematerialise your Ordinary Shares, please contact your CSDP or broker. Ordinary Shareholders are advised that no dematerialisation or rematerialisation of Ordinary Shares may take place after the Ordinary Share Scheme LDT, which is expected to be Monday, 12 June 2017 and the Ordinary Share Scheme Consideration Record Date, Thursday, 15 June 2017.

4.6 Foreign Shareholders

Ordinary Shareholders who are not resident in, or who have registered addresses outside of South Africa, must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Ordinary Share Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Ordinary Shareholders who are in any doubt as to their positions should consult their professional advisors immediately.

4.7 The Unbundling

Ordinary Shareholders are referred to paragraph 5 of this Circular, and are advised to pay special attention to sub-paragraphs 5.3 to 5.8 thereof.

8

ACTION REQUIRED BY ASTRAPAK PREFERENCE SHAREHOLDERS

If you have disposed of all your Preference Shares, then this Circular, together with the accompanying Notices, the Forms of Proxy and the Form of Surrender, should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you disposed of your Preference Shares.

Please take careful note of the following provisions regarding the action to be taken by Preference Shareholders:

A General Meeting of Astrapak Shareholders will be held at 10:00 on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering and, if deemed fit, passing the General Meeting of Astrapak Shareholders’ Resolutions, which General Meeting of Astrapak Shareholders will be followed at 10:30 or immediately thereafter, whichever is earlier, by the Preference Share Scheme Meeting for the purpose of considering and, if deemed fit, passing the resolutions required to enable Astrapak to voluntarily repurchase the Preference Scheme Shares in terms of a scheme of arrangement under section 114(1) of the Companies Act. The Notices convening the aforementioned meetings are attached to, and form part of, this Circular.

The Preference Share Scheme Meeting will be followed at 11:00 or immediately thereafter, whichever is the earlier, by the Ordinary Share Scheme Meeting required to enable RPC (itself or through RPC Nominee) to acquire the Ordinary Scheme Shares in terms of a scheme of arrangement under section 114(1) of the Companies Act.

Astrapak accepts no responsibility and will not be held liable for any failure on the part of any CSDP or broker of a Dematerialised Preference Shareholder to notify such Preference Shareholder of the General Meeting of Astrapak Shareholders and the Preference Share Scheme Meeting or any business to be concluded thereat.

1. DEMATERIALISED PREFERENCE SHAREHOLDERS WHO ARE NOT “OWN-NAME” DEMATERIALISED PREFERENCE SHAREHOLDERS

1.1 Voting at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting

1.1.1 If you wish to attend the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting, you should instruct your CSDP or broker to issue you with the necessary letter/s of representation to attend the aforementioned meeting/s in person, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.

1.1.2 If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting, but wish to vote thereat, you should provide your CSDP or broker with your voting instructions in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. If your CSDP or broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or broker.

1.1.3 You must not complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green).


You do not have to surrender any Documents of Title. The transfer of your Preference Scheme Shares will be handled by your CSDP or broker.

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2. DEMATERIALISED PREFERENCE SHAREHOLDERS WHO ARE “OWN-NAME” DEMATERIALISED PREFERENCE SHAREHOLDERS


2.1.1 You may attend the General Meeting of Astrapak Shareholders and vote only on Special Resolution Number 1, ‘Approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act’, and/or you may attend the Preference Share Scheme Meeting and vote thereat.

2.1.2 If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting, but wish to be represented thereat, you must complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green) in accordance with the instructions contained therein and return it to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00 on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green) may be handed to the chairperson of the relevant meeting prior to commencement thereof and by no later than 10:00 on Friday, 12 May 2017.


You do not have to surrender any Documents of Title. The transfer of your Preference Scheme Shares will be handled by your CSDP or broker.

3. CERTIFICATED PREFERENCE SHAREHOLDERS


3.1.1 You may attend the General Meeting of Astrapak Shareholders and vote only on Special Resolution Number 1, ‘Approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act’, and/or you may attend the Preference Share Scheme Meeting and vote thereat.

3.1.2 If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting, but wish to be represented thereat, you must complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) or the Preference Share Scheme Meeting (green) in accordance with the instructions contained therein and return it to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00 on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green) may be handed to the chairperson of the relevant meeting prior to commencement thereof and by no later than 10:00 on Friday, 12 May 2017.


3.2.1 If the Preference Share Scheme becomes operative, you will be required to surrender your Documents of Title in respect of all your Preference Shares in order to claim the Preference Share Scheme Consideration payable to you.

3.2.2 If you wish to expedite receipt of the Preference Share Scheme Consideration and surrender your Documents of Title in anticipation of the Preference Share Scheme becoming operative, you should complete the attached Form of Surrender (blue) and return it, together with the relevant Documents of Title relating to all your Preference Shares, in accordance with the instructions contained therein, to the Transfer Secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107).

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

3.2.4 Should you surrender your Documents of Title in anticipation of the Preference Share Scheme becoming operative and the Preference Share Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon which it becomes known that the Preference Share Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is the later, return the Documents of Title to you by post at your risk.

4. GENERAL

4.1 Approval of the Preference Share Scheme at the Preference Share Scheme Meeting

The Preference Share Scheme must be approved by a special resolution, in accordance with section 115(2)(a) of the Companies Act, at the Preference Share Scheme Meeting, at which at least three Preference Shareholders are present and sufficient Preference Share Scheme Members are present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the Preference Share Scheme Meeting. In order to be approved, the special resolution must be supported by at least 75% of voting rights exercised thereon.

The Preference Share Scheme is further subject to the passing of the following additional resolutions:

4.1.1 as a special resolution:

4.1.1.1 the approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act;

4.1.1.2 the approval of the amendments to the ASOS Trust trust deed required to implement the transactions contemplated in this Circular; and

4.1.2 to the extent required, as an ordinary resolution, the approval of all transactions contemplated in this Circular pursuant to section 75(7)(b)(i) of the Companies Act.

4.2 Electronic participation at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting

Preference Share Scheme Members or their proxies may participate in (but not vote at) the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme by way of a teleconference call and, if they wish to do so:

– must contact the Company Secretary (by email at the address [email protected]) no later than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that conference call;

– will be required to provide reasonably satisfactory identification; and – will be billed separately by their own telephone service providers for their telephone call to

participate in the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme,

provided that Preference Shareholders and/or Preference Share Scheme Members and their proxies will not be able to vote telephonically at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme and will still need to appoint a proxy to vote on their behalf at the relevant meeting.

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4.3 Court approval

4.3.1 Preference Shareholders are advised that, in accordance with section 115(3) of the Companies Act, Astrapak may in certain circumstances not proceed to implement the special resolution required to approve the Preference Share Scheme, despite the fact that it will have been adopted at the Preference Share Scheme Meeting, without the approval of the Court.

4.3.2 A copy of section 115 of the Companies Act pertaining to the required approval for the Preference Share Scheme is set out in Annexure 6 to this Circular.

4.4 Dissenting Preference Shareholders

4.4.1 A Preference Shareholder who is entitled to vote at the Preference Share Scheme Meeting is entitled to seek relief under section 164 of the Companies Act if that Preference Shareholder: notified Astrapak in advance in writing of its intention to oppose the special resolution; was present at the Preference Share Scheme Meeting; voted against the special resolution; and sent the Company a demand contemplated in section 164(5) of the Companies Act.

4.4.2 A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders’ Appraisal Rights is set out in Annexure 7 to this Circular.

4.5 Dematerialisation

If you wish to dematerialise your Preference Shares, please contact your CSDP or broker. Preference Shareholders are advised that no dematerialisation or rematerialisation of Preference Shares may take place after the Preference Share Scheme LDT, which is expected to be Monday, 12 June 2017 and the Preference Share Scheme Consideration Record Date, Thursday, 15 June 2017.

4.6 Foreign Shareholders

Preference Shareholders who are not resident in, or who have registered addresses outside of South Africa, must satisfy themselves as to the full observance of any applicable laws concerning the receipt of the Preference Share Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such jurisdiction. Preference Shareholders who are in any doubt as to their positions should consult their professional advisors immediately.

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IMPORTANT DATES AND TIMES IN RESPECT OF THE ORDINARY SHARE SCHEME

2017

Record date to determine which Astrapak Ordinary Shareholders are entitled to receive the Circular Friday, 31 MarchCircular distributed to Astrapak Ordinary Shareholders and Notices of the General Meeting of Astrapak Shareholders and the Ordinary Share Scheme Meeting released on SENS on Friday, 7 AprilNotices of the General Meeting of Astrapak Shareholders and the Ordinary Share Scheme Meeting published in the South African press on Monday, 10 AprilLast day to trade Astrapak Ordinary Shares in order to be recorded in the Register to vote at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting (see note 2 below) on Tuesday, 2 MayRecord date to be eligible to vote at the General Meeting of Astrapak Shareholders and the record date to be eligible to vote at the Ordinary Share Scheme Meeting (being the Ordinary Share Scheme Voting Record Date) by close of trade on Friday, 5 MayLast day to lodge Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) with the Transfer Secretaries by 10:00 on (alternatively the Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) may be handed to the chairperson of relevant meeting by no later than 10:00 on Friday, 12 May) Wednesday, 10 MayLast date and time for Astrapak Ordinary Shareholders (but excluding the holders of Excluded Ordinary Shares) to give notice of their objections to the special resolution approving the Ordinary Share Scheme by no later than 10:00 on Friday, 12 MayGeneral Meeting of Astrapak Shareholders to be held at 10:00 on Friday, 12 MayOrdinary Share Scheme Meeting to be held at 11:00 (or immediately following the Preference Share Scheme Meeting, whichever is earlier) on Friday, 12 MayResults of the General Meeting of Astrapak Shareholders and the Ordinary Share Scheme Meeting released on SENS on Friday, 12 MayResults of the General Meeting of Astrapak Shareholders and the Ordinary Share Scheme Meeting published in the South African press on Monday, 15 May

If the Ordinary Share Scheme is approved by Ordinary Shareholders at the Ordinary Share Scheme Meeting with sufficient voting rights such that no Ordinary Shareholders may require the Company to obtain Court approval for the Ordinary Share Scheme as contemplated in section 115(3)(a) of the Companies Act:Last date on which Ordinary Shareholders can make application to the Court in terms of section 115(3)(b) of the Companies Act on Friday, 26 MayLast date for Astrapak to give notice of adoption of the special resolution approving the Ordinary Share Scheme to Ordinary Shareholders objecting to the special resolution on Friday, 26 MayIf no Ordinary Shareholders exercise their rights in terms of section 115(3)(b) of the Companies Act:Finalisation Date in respect of the Ordinary Share Scheme expected to be on Monday, 5 JuneFinalisation Date announcement in respect of the Ordinary Share Scheme expected to be released on SENS by no later than 11:00 on Monday,5 JuneFinalisation Date announcement in respect of the Ordinary Share Scheme expected to be published in the South African press on Tuesday, 6 JuneExpected Ordinary Share Scheme LDT, being the last day to trade Astrapak Ordinary Shares on the JSE in order to be recorded in the Register to receive the Ordinary Share Scheme Consideration, on Monday, 12 JuneSuspension of listing of Astrapak Ordinary Shares on the JSE expected to take place at the commencement of trade on Tuesday, 13 June

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2017

Expected Ordinary Share Scheme Consideration Record Date, being the date on which Ordinary Share Scheme Participants must be recorded in the Register to receive the potential consideration, comprising the aggregate of the Ordinary Share Scheme Minimum Consideration and the Agterskot Consideration, by close of trade on Thursday, 15 JuneExpected date on which the Ordinary Share Scheme is implemented Monday, 19 JuneOrdinary Share Scheme Minimum Consideration, together with the relevant Agterskot Consideration amount, expected to be paid/posted to Ordinary Share Scheme Participants who are Certificated Ordinary Shareholders (provided their Forms of Surrender (orange) and Documents of Title are received on or prior to 12:00 on the Ordinary Share Scheme Consideration Record Date) on or about Monday, 19 JuneOrdinary Share Scheme Participants who are Dematerialised Ordinary Shareholders expected to have their accounts (held at their CSDP or broker) credited with the Ordinary Share Scheme Minimum Consideration, together with the relevant Agterskot Consideration amount, on or about Monday, 19 JuneTermination of listing of Astrapak Ordinary Shares on the JSE expected to take place at the commencement of trade on or about Tuesday, 20 June

Notes:

1. All dates and times may be changed by mutual agreement between Astrapak and RPC (subject to the approval of the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review of the special resolution required to approve the implementation of the Ordinary Share Scheme will be required. Any change in the dates and times will be released on SENS and published in the South African press.

2. Ordinary Shareholders should note that, as transactions in Ordinary Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Ordinary Shareholders who acquire Astrapak Ordinary Shares after close of trade on Tuesday, 2 May 2017 will not be eligible to vote at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting.

3. All times given in this document are local times in South Africa.

4. Astrapak Ordinary Shares may not be dematerialised or rematerialised after the Ordinary Share Scheme LDT, which is expected to be Monday, 12 June 2017 and the Ordinary Share Scheme Consideration Record Date, Thursday, 15 June 2017.

5. If the Ordinary Share Scheme is approved by an insufficient number of Ordinary Share Scheme Members at the Ordinary Share Scheme Meeting so that an Ordinary Share Scheme Member may require Astrapak to obtain Court approval of the Ordinary Share Scheme, as contemplated in section 115(3)(a) of the Companies Act, and an Ordinary Share Scheme Member in fact delivers such a request, the dates and times set out above will not be relevant. If this is the case, Ordinary Shareholders will be notified separately of the applicable dates and times under this process.

6. If any Ordinary Share Scheme Member who votes against the Ordinary Share Scheme exercises its rights in accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the Proposed Transaction, the dates and times set out above will not be relevant. If this is the case, Ordinary Shareholders will be notified separately of the applicable dates and times under this process.

7. If the Ordinary Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Ordinary Share Scheme Meeting (yellow) submitted for the initial Ordinary Share Scheme Meeting will remain valid in respect of any adjournment or postponement of the Ordinary Share Scheme Meeting.

8. Certain important dates and times in respect of the Unbundling and Listing are set out below:

2017

Master Plastics Pre-Listing Statement and notice of general meeting distributed to Astrapak Ordinary Shareholders and abridged Master Plastics Pre-Listing Statement released on SENS Thursday, 20 April

Finalisation date announcement expected to be released on SENS Friday, 12 May

Last day to trade for Astrapak Ordinary Shareholders to participate in the Unbundling Tuesday, 23 May

Listing of Master Plastics on the AltX1 Wednesday, 24 May

Astrapak Ordinary Shares commence trading “ex” their entitlement to Master Plastics Shares Wednesday, 24 May

Announcement of specified ratio in respect of apportionment of costs/base cost of Astrapak and Master Plastics for taxation/CGT purposes released on SENS Thursday, 25 May

Record date to receive Master Plastics Shares in relation to the Unbundling Friday, 26 May

Master Plastics Shares unbundled to Astrapak Ordinary Shareholders Monday, 29 May

Astrapak Ordinary Shareholders’ accounts at CSDPs/Brokers updated Monday, 29 May

General meeting of shareholders of Master Plastics to be held at 10:00 on Wednesday, 31 May

Note:1 Astrapak Shareholders are advised that, at the date of distribution of this Circular, being 7 April 2017, the Listing is still subject to approval by the

relevant regulatory authorities, including the approval by the JSE of the Master Plastics Pre-Listing Statement.

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IMPORTANT DATES AND TIMES IN RESPECT OF THE PREFERENCE SHARE SCHEME

2017

Record date to determine which Astrapak Preference Shareholders are entitled to receive the Circular Friday, 31 March

Circular distributed to Astrapak Preference Shareholders and Notices of the General Meeting of Astrapak Shareholders and the Preference Share Scheme Meeting released on SENS on Friday, 7 April

Notices of the General Meeting of Astrapak Shareholders and the Preference Share Scheme Meeting published in the South African press on Monday, 10 April

Last day to trade Astrapak Preference Shares in order to be recorded in the Register to vote at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting (see note 2 below) on Tuesday, 2 May

Record date to be eligible to vote at the General Meeting of Astrapak Shareholders and the record date to be eligible to vote at the Preference Share Scheme Meeting (being the Preference Share Scheme Voting Record Date) by close of trade on Friday, 5 May

Last day to lodge Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green) with the Transfer Secretaries by 10:00 on (alternatively the Form/s of Proxy in respect of the General Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green) may be handed to the chairperson of relevant meeting by no later than 10:00 on Friday, 12 May) Wednesday, 10 May

Last date and time for Astrapak Preference Shareholders to give notice of their objections to the special resolution approving the Preference Share Scheme by no later than 10:00 on Friday, 12 May

General Meeting of Astrapak Shareholders to be held at 10:00 on Friday, 12 May

Preference Share Scheme Meeting to be held at 10:30 (or immediately following the General Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May

Results of the General Meeting of Astrapak Shareholders and the Preference Share Scheme Meeting released on SENS on Friday, 12 May

Results of the General Meeting of Astrapak Shareholders and the Preference Share Scheme Meeting published in the South African press on Monday, 15 May

If the Preference Share Scheme is approved by Preference Shareholders at the Preference Share Scheme Meeting with sufficient voting rights such that no Preference Shareholders may require the Company to obtain Court approval for the Preference Share Scheme as contemplated in section 115(3)(a) of the Companies Act:

Last date on which Preference Shareholders can make application to the Court in terms of section 115(3)(b) of the Companies Act on Friday, 26 May

Last date for Astrapak to give notice of adoption of the special resolution approving the Preference Share Scheme to Preference Shareholders objecting to the special resolution on Friday, 26 May

If no Preference Shareholders exercise their rights in terms of section 115(3)(b) of the Companies Act:

Finalisation Date in respect of the Preference Share Scheme expected to be on Monday, 5 June

Finalisation Date announcement in respect of the Preference Share Scheme expected to be released on SENS by no later than 11:00 on Monday, 5 June

Finalisation Date announcement in respect of the Preference Share Scheme expected to be published in the South African press on Tuesday, 6 June

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2017

Expected Preference Share Scheme LDT, being the last day to trade Preference Shares on the JSE in order to be recorded in the Register to receive the Preference Share Scheme Consideration, on Monday, 12 June

Suspension of listing of Preference Shares on the JSE expected to take place at the commencement of trade on Tuesday, 13 June

Expected Preference Share Scheme Consideration Record Date, being the date on which Preference Share Scheme Participants must be recorded in the Register to receive the Preference Share Scheme Consideration, by close of trade on Thursday, 15 June

Expected date on which the Preference Share Scheme is implemented Monday, 19 June

Preference Scheme Consideration expected to be paid/posted to Preference Share Scheme Participants who are Certificated Preference Shareholders (provided their Forms of Surrender (blue) and Documents of Title are received on or prior to 12:00 on the Preference Share Scheme Consideration Record Date) on or about Monday, 19 June

Preference Share Scheme Participants who are Dematerialised Preference Shareholders expected to have their accounts (held at their CSDP or broker) credited with the Preference Share Scheme Consideration on or about Monday, 19 June

Termination of listing of Preference Shares on the JSE expected to take place at the commencement of trade on or about Tuesday, 20 June

Notes:

1. All dates and times may be changed at the sole discretion of Astrapak (subject to the approval of the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review of the special resolution required to approve the implementation of the Preference Share Scheme will be required. Any change in the dates and times will be released on SENS and published in the South African press.

2. Preference Shareholders should note that, as transactions in Preference Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Preference Shareholders who acquire Astrapak Preference Shares after close of trade on Tuesday, 2 May 2017 will not be eligible to vote at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme Meeting.

3. All times given in this document are local times in South Africa.

4. Astrapak Preference Shares may not be dematerialised or rematerialised after the Preference Share Scheme LDT, which is expected to be Monday, 12 June 2017 and the Preference Share Scheme Consideration Record Date, Thursday, 15 June 2017.

5. If the Preference Share Scheme is approved by an insufficient number of Preference Share Scheme Members at the Preference Share Scheme Meeting so that a Preference Share Scheme Member may require Astrapak to obtain Court approval of the Preference Share Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Preference Share Scheme Member in fact delivers such a request, the dates and times set out above will not be relevant. If this is the case, Preference Shareholders will be notified separately of the applicable dates and times under this process.

6. If any Preference Share Scheme Member who votes against the Preference Share Scheme exercises its rights in accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the proposed Preference Share Scheme, the dates and times set out above will not be relevant. If this is the case, Preference Shareholders will be notified separately of the applicable dates and times under this process.

7. If the Preference Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Preference Share Scheme Meeting (green) submitted for the initial Preference Share Scheme Meeting will remain valid in respect of any adjournment or postponement of the Preference Share Scheme Meeting.

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DEFINITIONS AND INTERPRETATIONS

In this Circular, the annexures hereto, the Notice(s), the Form(s) of Proxy and the Form(s) of Surrender, unless the context otherwise indicates, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meaning stated opposite them in the second column, as follows:

“ABSA Bank” ABSA Bank Limited (Registration number 1986/004794/06), an authorised financial services and credit provider (“NCRCP7”), which is regulated by the South African Reserve Bank, is listed on the JSE and is a wholly-owned Subsidiary of Barclays Africa Group Limited;

“Agterskot Consideration” collectively, the Completion Calculation Amount, the Denver Property Amount and the potential Agterskot Litigation Consideration;

“ Agterskot Litigation Consideration” the maximum aggregate Agterskot Consideration payable in cash to Ordinary Share Scheme Participants which is attributable to the Existing Litigation Matters, being an amount equal to R40 000 000, which amount will be adjusted and paid as set out in paragraph 3.2.5.5 of this Circular;

“AltX” the Alternative Exchange of the JSE;

“AMH” Astrapak Manufacturing Holdings Proprietary Limited (Registration number 2009/008434/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of Astrapak;

“APH” Astrapak Property Holdings Proprietary Limited (Registration number 2009/008432/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of AMH;

“Appraisal Rights” the rights afforded to Astrapak Shareholders under section 164 of the Companies Act, as set out in Annexure 7 to this Circular;

“ASOS Trust” the Astrapak Limited Linked Unit Trust, a trust registered in accordance with the laws of South Africa and in terms of which the Astrapak Limited Share Option Scheme is operated. The participants of the Astrapak Limited Share Option Scheme, as detailed in the ASOS Trust, are employees of Subsidiaries of Astrapak;

“Astrapak” or “the Company” Astrapak Limited (Registration number 1995/009169/06), a company duly incorporated in accordance with the laws of South Africa and listed on the JSE;

“Astrapak Gauteng” Astrapak Gauteng Proprietary Limited (Registration number 1997/001591/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of Astrapak;

“Astrapak Group” collectively, Astrapak and the entities and businesses forming part of the Core Assets;

“ Astrapak Long-Term Incentive Schemes”

collectively, the Astrapak Limited Share Option Scheme and the Astrapak Share Appreciation Rights Plan;

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“ Astrapak Ordinary Shareholders” or “Ordinary Shareholders”

the holders of Astrapak Ordinary Shares;

“ Astrapak Ordinary Shares” or “Ordinary Shares”

ordinary shares with a par value of R0.001 each in the issued ordinary share capital of Astrapak;

“ Astrapak Preference Shareholders” or “Preference Shareholders”

holders of the Astrapak Preference Shares;

“ Astrapak Preference Shares” or “Preference Shares”

non-redeemable, non-participating, cumulative preference shares in the issued preference share capital of Astrapak, comprising a total of 1 500 000 preference shares with a par value of R0.001;

“Astrapak Shareholders” collectively, Astrapak Ordinary Shareholders and Astrapak Preference Shareholders;

“Astrapak Shares” collectively, Astrapak Ordinary Shares and Astrapak Preference Shares;

“Barrier Film Converters” Barrier Film Converters Proprietary Limited (Registration number 2002/030862/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of Master Plastics;

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

“Certificated Ordinary Share” an Astrapak Ordinary Share that has not been Dematerialised, and title to which is evidenced by a Document of Title;

“Certificated Ordinary Shareholder” an Astrapak Ordinary Shareholder who holds Certificated Ordinary Shares;

“CGT” capital gains tax as levied in terms of Schedule 8 of the Income Tax Act;

“Circular” this bound document, dated 7 April 2017, including the annexures hereto and incorporating the Notice(s), the Form(s) of Proxy and the Form(s) of Surrender;

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

“Companies Act” the South African Companies Act, 2008 (Act 71 of 2008), as amended;

“Competition Act” the South African Competition Act, 1998 (Act 89 of 1998), as amended;

“Competition Authorities” individually and/or collectively, as the context may require, the Competition Commission, Competition Tribunal and/or Competition Appeal Court established in accordance with the Competition Act;

“Completion Accounts” the unaudited management accounts of the Astrapak Group as at and for the period which commenced on the day after 29 February 2016 and ends on the Ordinary Share Scheme Conditions Fulfilment Date, to be prepared, agreed and finalised in accordance with the provisions of the Implementation Agreement;

“Completion Calculation Amount” the difference between the Ordinary Share Scheme Completion Consideration and the Ordinary Share Scheme Minimum Consideration (which will be determined in accordance with paragraph 3.2.4.5 of this Circular), which amount will be paid as set out in paragraph 3.2.5.3 of this Circular;

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“Core Assets” collectively, whether acquired directly or indirectly (and which, to clarify, exclude the Non-Core Assets, including Master Plastics):

– 100% of the issued shares of AMH;– 100% of the issued shares of Astrapak Gauteng;– 60% of the issued shares of Marcom;– Marcom’s 100% of the issued shares of Lunifera;– 50% of the issued shares of Weener;– 100% of the issued shares of APH; and– the divisions of AMH comprising:

• Astrapak Finance Company;• Plastform;• Consupaq;• Thermopac;• JJ Precision Plastics;• Plastech Moulders;• Plastop KZN; and• PAK 2000;

“ Corporate Advisor and Transaction Sponsor”

Merchantec Proprietary Limited (Registration number 2008/027362/07), a private company duly incorporated in accordance with the laws of South Africa and appointed by the Independent Board as the corporate advisor and transaction sponsor to Astrapak;

“Court” any South African court with competent jurisdiction to approve the implementation of the special resolution set out in the Notice convening the Preference Share Scheme (grey) and/or the Notice convening the Ordinary Share Scheme (white) pursuant to section 115 of the Companies Act and/or to determine the fair value of Astrapak Shares and make an order pursuant to section 164(14) of the Companies Act;

“CSDP” Central Securities Depository Participant, accepted as a participant in terms of the Financial Markets Act;

“Dematerialise” or “Dematerialisation” the process by which Certificated Shares are converted into electronic format as Dematerialised Shares and recorded in Astrapak’s Uncertificated Securities Register;

“Dematerialised Ordinary Shareholder”an Astrapak Ordinary Shareholder who holds Dematerialised Ordinary Shares;

“ Dematerialised Preference Shareholder”

an Astrapak Preference Shareholder who holds Dematerialised Preference Shares;

“Dematerialised Share” an Astrapak Share that has been Dematerialised or has been issued in Dematerialised form, and recorded in Astrapak’s Uncertificated Securities Register;

“Denver Property” collectively:

– Erf 594 Denver Township;– Erf 756 and Erf 757 Denver Ext 12 Township;– Erf 758 Denver Ext 12 Township; and– Portion 97, Farm Doornfontein 92 IR;

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“Denver Property Amount” an amount equal to the purchase consideration, net of any applicable taxes, received or to be received by the Astrapak Group after the Signature Date in respect of the sale of the Denver Property, in the aggregate amount of R72 040 925, which amount will be paid as set out in paragraph 3.2.5.4 of this Circular;

“ Directors of Astrapak” or “Astrapak Board”

the board of directors of Astrapak at the Last Practicable Date, whose details are set out on page 29 of this Circular;

“Dissenting Ordinary Shareholders” Ordinary Shareholders who (i) validly exercise their Appraisal Rights by demanding, in accordance with the requirements of sections 164(5) to 164(8) of the Companies Act, that the Company pay them the fair value of all of their Ordinary Shares; (ii) do not withdraw that demand before the Company makes an offer to them in accordance with the requirements of section 164(11) of the Companies Act; and (iii) do not, after an offer is made to them by Astrapak in accordance with the requirements of section 164(11) of the Companies Act, allow such offer to lapse;

“Dissenting Preference Shareholders” Preference Shareholders who (i) validly exercise their Appraisal Rights by demanding, in accordance with the requirements of sections 164(5) to 164(8) of the Companies Act, that the Company pay them the fair value of all of their Preference Shares; (ii) do not withdraw that demand before the Company makes an offer to them in accordance with the requirements of section 164(11) of the Companies Act; and (iii) do not, after an offer is made to them by Astrapak in accordance with the requirements of section 164(11) of the Companies Act, allow such offer to lapse;

“Dissenting Shareholders” Dissenting Ordinary Shareholders in respect of the Ordinary Share Scheme and Dissenting Preference Shareholders in respect of the Preference Share Scheme;

“Dividend Tax” dividend withholding tax payable in respect of any dividend in terms of Part VIII of the Income Tax Act;

“Documents of Title” a share certificate, certified transfer deed, balance receipt and/or any other form of acceptable document of title acceptable to Astrapak in respect of Astrapak Shares;

“EBITDA” earnings before interest taxation depreciation and amortisation;

“EFT” electronic funds transfer;

“Escrow Account” the trust bank account held with the Escrow Agent;

“Escrow Agent” Werksmans, being the Legal Advisor to RPC;

“Exchange Control Regulations” the South African Exchange Control Regulations, promulgated in terms of section 9 of the South African Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

“ Excluded Dissenting Ordinary Shareholders”

Dissenting Ordinary Shareholders who accept an offer made to them by the Company in accordance with the requirements of section 164(11) of the Companies Act or who, pursuant to an order of Court, tender their Astrapak Ordinary Shares to the Company in accordance with the requirements of section 164(15)(v) of the Companies Act;

“ Excluded Dissenting Ordinary Shareholders Shares”

the Astrapak Ordinary Shares held by the Excluded Dissenting Ordinary Shareholders;

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“ Excluded Dissenting Preference Shareholders”

Dissenting Preference Shareholders who accept an offer made to them by the Company in accordance with the requirements of section 164(11) of the Companies Act or who, pursuant to an order of Court, tender their Astrapak Preference Shares to the Company in accordance with the requirements of section 164(15)(v) of the Companies Act;

“ Excluded Dissenting Preference Shareholders Shares”

the Astrapak Preference Shares held by the Excluded Dissenting Preference Shareholders;

“Excluded Ordinary Shares” collectively, the Treasury Shares and the 1 258 594 Ordinary Shares held by the ASOS Trust;

“Existing Litigation Matter(s)” certain litigation matters and/or disputes to which the Astrapak Group, as at the Signature Date, is a party;

“Finalisation Date” the date on which:

– in respect of the Ordinary Share Scheme, all the Ordinary Share Scheme Conditions shall have been fulfilled or waived, as the case may be;

– in respect of the Preference Share Scheme, all the Preference Share Scheme Conditions shall have been fulfilled or waived, as the case may be;

“Financial Markets Act” the South African Financial Markets Act, 2012 (Act 19 of 2012), as amended;

“Firm Intention Announcement” the joint announcement by Astrapak and RPC setting out, inter alia, the terms of the firm intention by RPC to proceed with an offer to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary Shares, (other than certain Excluded Ordinary Shares), by way of a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board to Astrapak Ordinary Shareholders released on SENS on Thursday, 15 December 2016;

“Flexibles’ Operations” Astrapak’s flexible plastic packaging operations comprising Peninsula Packaging (which manufactures plain and printed film for application in dairy and fresh produce), Barrier Film Converters (which manufactures state-of-the-art multilayer barrier film and bags for food grade applications as well as plain and printed film for industrial uses) and Plusnet Geotex (which manufactures protective netting for mainly agriculture, and fibres for concrete reinforcement);

“Foreign Shareholder” an Astrapak Shareholder who is not resident in, or who has a registered address outside of South Africa, as contemplated in the Exchange Control Regulations;

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“Form(s) of Proxy” the forms of proxy attached to and forming part of this Circular in respect of:

– the General Meeting of Astrapak Shareholders (pink) for use by Certificated Ordinary Shareholders and “own-name” Dematerialised Ordinary Shareholders only, and Certificated Preference Shareholders and “own-name” Dematerialised Preference Shareholders only, as the case may be;

– the Ordinary Share Scheme Meeting (yellow) for use by Certificated Ordinary Shareholders and “own-name” Dematerialised Ordinary Shareholders only; and

– the Preference Share Scheme Meeting (green) for use by Certificated Preference Shareholders and “own-name” Dematerialised Preference Shareholders only.

“Form(s) of Surrender” the:

– form of surrender and transfer (orange) attached to and forming part of this Circular for use by Certificated Ordinary Shareholders only who wish to surrender their Ordinary Shares in terms of the Ordinary Share Scheme; and

– form of surrender and transfer (blue) attached to and forming part of this Circular for use by Certificated Preference Shareholders only who wish to surrender their Preference Shares in terms of the Preference Share Scheme;

“ General Meeting of Astrapak Shareholders”

the general meeting of Astrapak Shareholders (including any adjournment or postponement thereof), to be held at 10:00 on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, to consider and, if deemed fit, to pass, with or without modification, the General Meeting of Astrapak Shareholders’ Resolutions;

“ General Meeting of Astrapak Shareholders’ Resolutions”

the resolutions to be voted on at the General Meeting of Astrapak Shareholders to approve (i) the Repurchase of the Preference Shares in terms of section 48 of the Companies Act; (ii) to the extent required, the amendment of the ASOS Trust trust deed to allow for the repurchase by Master Plastics of its shares distributed to the ASOS Trust pursuant to the Unbundling; and (iii) to the extent necessary in terms of section 75(7)(b)(i) of the Companies Act, the entering into of any and all agreements by Astrapak pertaining to the Ordinary Share Scheme, the Preference Share Scheme, the Unbundling and the Listing;

“Guardians Fund” the fund which falls under the administration of the Master of the High Court in South Africa and which was created to hold and administer funds that are paid to the Master on behalf of persons, known or unknown;

“IFRS” International Financial Reporting Standards;

“Implementation Agreement” the written agreement entered into between Astrapak and RPC on the Signature Date, together with the written (i) agreement entered into on 31 January 2017 to extend, inter alia, the Long-Stop Date, and (ii) addendum to the implementation agreement entered into on 22 March 2017, which collectively govern, inter alia, the implementation of the Ordinary Share Scheme;

“Income Tax Act” the South African Income Tax Act, 1962 (Act 58 of 1962), as amended;

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“Independent Board” those members of the Astrapak Board who have been appointed to fulfill the role of an ‘independent board’, as contemplated in regulation 108 of the Takeover Regulations, consisting of Phumzile Langeni, Thabo Mokgatlha, Craig McDougall and Günter Steffens, all of whom are independent as contemplated in regulation 108(8) of the Takeover Regulations;

“Independent Expert” Grant Thornton (Registration number 2013/053367/07), a private company duly incorporated in accordance with the laws of South Africa and appointed to provide external advice to the Independent Board in relation to the Schemes in accordance with the requirements of section 114 of the Companies Act and regulation 110(1) of the Takeover Regulations;

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

“Last Practicable Date” Friday, 24 March 2017 being the last practicable date prior to the finalisation of this Circular;

“Listing” or “Master Plastics Listing” the proposed listing of Master Plastics on the AltX on 24 May 2017;

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

“Long-Stop Date” 30 June 2017 or such later date as Astrapak and RPC may agree to in writing;

“Lunifera” Lunifera Investments Proprietary Limited (Registration number 1999/013932/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of Marcom;

“Marcom” Marcom Plastics Proprietary Limited (Registration number 2001/015357/07), a company duly incorporated in accordance with the laws of South Africa and whose shareholders are AMH (60%) and Shalam Packaging (1998) Limited (40%);

“Master Plastics” Master Plastics Limited (Registration number 2016/323930/06), a company duly incorporated in accordance with the laws of South Africa and a recently established wholly-owned Subsidiary of Astrapak which will house all the Non-Core Assets;

“Master Plastics Distribution Shares” all of the Master Plastics Shares directly held by Astrapak as at the Unbundling Record Date which are to be distributed to Astrapak Ordinary Shareholders recorded in the Register on the Unbundling Record Date pursuant to the Unbundling;

“ Master Plastics Pre-Listing Statement”

the pre-listing statement of Master Plastics to be published on or about 20 April 2017 relating to the Master Plastics Listing;

“ Master Plastics Shares” or “Shares in Master Plastics”

ordinary shares with no par value issued by Master Plastics;

“Metier” Lereko Metier Capital Growth Fund Managers Proprietary Limited (Registration number 2004/033161/07), a company duly incorporated in accordance with the laws of South Africa;

“Micawber 430” Micawber 430 Proprietary Limited (Registration number 2005/025758/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of Master Plastics;

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“Micawber 451” Micawber 451 (RF) Proprietary Limited (Registration number 2005/036456/07), a company duly incorporated in accordance with the laws of South Africa and a wholly-owned Subsidiary of Master Plastics;

“Non-Core Assets” all assets of Astrapak or any entity in which Astrapak has a direct or indirect interest as at the Signature Date (other than the Core Assets), being:

– Astrapak’s direct or indirect interest in Master Plastics; – Peninsula Packaging, excluding (i) loans owing to and from the

Company and (ii) loans owing to and from AMH; – Astrapak’s direct or indirect interest in Micawber 451; – Astrapak’s direct or indirect interest in Micawber 430; – Astrapak’s direct or indirect interest in Barrier Film Converters; – Plusnet Geotex; – Erf 42 Aureus, Extension 1, Randfontein, Gauteng, situated at

13 Bussing Road measuring 1.3358 hectares held under title deed T13124/2010;

– Portion 43 and 44 of the Farm Koobult 121 IR measuring 7.9455 hectares and 864m2, 8.0319 hectares collectively, held under title deed T90278/2010 with Diagram SG No, 12257/2007;

– Erf no 93, Lea Glen Township, Registration Division IQ, the Province of Gauteng, measuring 9,559m2 and held in terms of title deed T27389/2016,

including the purchase consideration paid or payable in respect of any such assets and further including any shares in Master Plastics distributed to Astrapak Gauteng and the ASOS Trust, pursuant to the Unbundling;

“ Notice convening the General Meeting of Astrapak Shareholders (purple)”

the Notice convening the General Meeting of Astrapak Shareholders;

“ Notice convening the Ordinary Share Scheme Meeting (white)”

the Notice convening the Ordinary Share Scheme Meeting;

“ Notice convening the Preference Share Scheme Meeting (grey)”

the Notice convening the Preference Share Scheme Meeting;

“ Notice(s) convening the Scheme Meetings”

collectively, the Notice convening the Ordinary Share Scheme Meeting (white) and the Notice convening the Preference Share Scheme Meeting (grey);

“Notice(s)” collectively, the Notice convening the General Meeting of Astrapak Shareholders (purple), the Notice convening the Ordinary Share Scheme Meeting (white) and the Notice convening the Preference Share Scheme Meeting (blue);

“Offer” the offer made by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act;

“Offer Period” shall bear the meaning ascribed to such term in section 117(1)(g) of the Companies Act;

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“ Ordinary Share Scheme” or “Proposed Transaction”

the scheme of arrangement proposed by the Astrapak Board between Astrapak and its Ordinary Shareholders, in terms of section 114(1) of the Companies Act, which, if implemented, will result in RPC (itself or through RPC Nominee) acquiring the Ordinary Scheme Shares from the Ordinary Share Scheme Participants (other than certain Excluded Ordinary Shares) for the Ordinary Share Scheme Consideration;

“ Ordinary Share Scheme Completion Consideration”

the aggregate consideration payable in respect of the Ordinary Share Scheme (excluding the Agterskot Consideration) calculated with reference to the Completion Accounts in accordance with the provisions of the Implementation Agreement, provided that such Ordinary Share Scheme Completion Consideration shall be no less than the Ordinary Share Scheme Minimum Consideration;

“Ordinary Share Scheme Conditions” the suspensive conditions to which the implementation of the Ordinary Share Scheme is subject, as set out in paragraph 3.2.2 of this Circular;

“ Ordinary Share Scheme Conditions Fulfilment Date”

the date on which the last of the Ordinary Share Scheme Conditions has been fulfilled or waived, as the case may be;

“ Ordinary Share Scheme Consideration”

the total cash consideration which Ordinary Shareholders will/may potentially receive, if the Ordinary Share Scheme is implemented, being the aggregate of:

– the Ordinary Share Scheme Minimum Consideration; – the Completion Calculation Amount; – the Denver Property Amount; and – the Agterskot Litigation Consideration,

which amounts:

– in each instance, are free of exchange and bank commission and without any set off and/or deduction; and

– in aggregate, will not be less than the Ordinary Share Scheme Minimum Consideration;

“ Ordinary Share Scheme Consideration Record Date”

the third Business Day after the Ordinary Share Scheme LDT, being the last date for Astrapak Ordinary Shareholders (but excluding the holders of the Excluded Ordinary Shares) to be recorded in the Register in order to receive the Ordinary Share Scheme Consideration, which date is expected to be Thursday, 15 June 2017;

“ Ordinary Share Scheme Implementation Date”

the Business Day on which the Company will commence paying the Ordinary Share Scheme Minimum Consideration, together with the relevant Agterskot Consideration then due (if any), as further detailed in this Circular, to Ordinary Share Scheme Participants, being the first Business Day following the Ordinary Share Scheme Consideration Record Date, which implementation date is expected to be Monday, 19 June 2017;

“Ordinary Share Scheme LDT” the last day to trade Astrapak Ordinary Shares on the JSE in order to be registered in the Register on the Ordinary Share Scheme Consideration Record Date, which date is expected to be Monday, 12 June 2017;

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“Ordinary Share Scheme Meeting” the meeting of Ordinary Share Scheme Members convened in terms of the Companies Act (including any adjournment or postponement thereof), to be held at 11:00 (or immediately following the Preference Share Scheme Meeting, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, to consider and, if deemed fit, to pass, with or without modification, the resolutions necessary to implement the Ordinary Share Scheme;

“Ordinary Share Scheme Members” Astrapak Ordinary Shareholders (other than the holders of Excluded Ordinary Shares) recorded in the Register on the Ordinary Share Scheme Voting Record Date, who are lawfully entitled to attend and vote at the Ordinary Share Scheme Meeting;

“ Ordinary Share Scheme Minimum Consideration”

the minimum cash consideration which Astrapak Ordinary Shareholders (other than the holders of Excluded Ordinary Shares) will receive, if the Ordinary Share Scheme is implemented, being an amount of no less than R6.40 per Ordinary Scheme Share held on the Ordinary Share Scheme Record Date;

“ Ordinary Share Scheme Participants”

holders of Ordinary Scheme Shares recorded in the Register at 17:00 on the Ordinary Share Scheme Consideration Record Date; provided that (i) Astrapak Ordinary Shareholders who become Excluded Dissenting Ordinary Shareholders after the Ordinary Share Scheme Consideration Record Date will not be regarded as Ordinary Share Scheme Participants; and (ii) since Dissenting Ordinary Shareholders may become Excluded Dissenting Ordinary Shareholders, Dissenting Ordinary Shareholders will only be regarded as Ordinary Share Scheme Participants once they cease to be Dissenting Ordinary Shareholders as contemplated in paragraph 3.2.7 of this Circular;

“Ordinary Share Scheme Resolution” the special resolution as contemplated in section 115(2) of the Companies Act in terms of which Ordinary Shareholders approve the Ordinary Share Scheme;

“Ordinary Scheme Shares” all of the Astrapak Ordinary Shares in issue on the Ordinary Share Scheme Implementation Date, excluding the Treasury Shares and the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Ordinary Shares;

“ Ordinary Share Scheme Voting Record Date”

the last date to be recorded in the Register in order for Astrapak Ordinary Shareholders (but excluding the holders of the Excluded Ordinary Shares) to become Ordinary Share Scheme Members and, therefore, be eligible to attend, speak and vote at the Ordinary Share Scheme Meeting (or any adjournment or postponement thereof), being the close of trade on Friday, 5 May 2017;

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

“Peninsula Packaging” Peninsula Packaging, a division of Master Plastics;

“Plusnet Geotex” the Coralline Investments division of Master Plastics, trading as ‘Plusnet Geotex’;

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“Preference Share Scheme” or “ Repurchase of the Preference Shares”

the scheme of arrangement in terms of section 114(1) of the Companies Act, proposed by the Astrapak Board between Astrapak and its Preference Shareholders, which, if implemented, will result in Astrapak voluntarily repurchasing the Preference Scheme Shares from the Preference Share Scheme Participants, and such Preference Share Scheme Participants will be obliged to sell to Astrapak, all of the Preference Scheme Shares to Astrapak for the Preference Share Scheme Consideration;

“ Preference Share Scheme Conditions”

the conditions to which the Preference Share Scheme is subject, as set out in paragraph 4.2.2 of this Circular;

“ Preference Share Scheme Consideration”

an amount of R100.00, which is payable in cash to each Preference Share Scheme Participant for each Preference Scheme Share held by such Preference Share Scheme Participant on the Preference Share Consideration Record Date;

“ Preference Share Scheme Consideration Record Date”

the third Business Day after the Preference Share Scheme LDT, being the last date for Astrapak Preference Shareholders to be recorded in the Register in order to receive the Preference Share Scheme Consideration, which date is expected to be Thursday, 15 June 2017;

“ Preference Share Scheme Implementation Date”

the Business Day on which the Company will commence paying the Preference Share Scheme Consideration to Preference Share Scheme Participants as at that date, being the Business Day following the Preference Share Scheme Consideration Record Date, which implementation date is expected to be Monday, 19 June 2017;

“Preference Share Scheme LDT” the last day to trade Astrapak Preference Shares on the JSE in order to be registered in the Register on the Preference Share Scheme Consideration Record Date, which date is expected to be Monday, 12 June 2017;

“Preference Share Scheme Meeting” the meeting of Astrapak Preference Shareholders convened in terms of the Companies Act (including any adjournment or postponement thereof), to be held at 10:30 (or immediately following the General Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, to consider and, if deemed fit, to pass, with or without modification, the resolutions necessary to implement the Preference Share Scheme;

“Preference Share Scheme Members” Astrapak Preference Shareholders recorded in the Register on the Preference Share Scheme Voting Record Date, who are lawfully entitled to attend and vote at the Preference Share Scheme Meeting;

“ Preference Share Scheme Participants”

holders of Preference Scheme Shares recorded in the Register at 17:00 on the Preference Share Scheme Consideration Record Date; provided that (i) Astrapak Preference Shareholders who become Excluded Dissenting Preference Shareholders after the Preference Share Scheme Consideration Record Date will not be regarded as Preference Share Scheme Participants; and (ii) since Dissenting Preference Shareholders may become Excluded Dissenting Preference Shareholders, Dissenting Preference Shareholders will only be regarded as Preference Share Scheme Participants once they cease to be Dissenting Preference Shareholders as contemplated in paragraph 4.2.6 of the Circular;

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“ Preference Share Scheme Resolution”

the special resolution as contemplated in section 115(2) of the Companies Act in terms of which Preference Shareholders approve the Preference Share Scheme;

“Preference Scheme Shares” all of the Astrapak Preference Shares in issue on the Preference Share Scheme Implementation Date, being a total of 1 500 000 Preference Shares;

“ Preference Share Scheme Voting Record Date”

the last date to be recorded in the Register in order for Astrapak Preference Shareholders to become Preference Share Scheme Members and, therefore, be eligible to attend, speak and vote at the Preference Share Scheme Meeting (or any adjournment or postponement thereof), being the close of trade on Friday, 5 May 2017;

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

“Register” Astrapak’s securities register, including the Uncertificated Securities Register;

“Regulations” the Companies Regulations, 2011, published in terms of the Companies Act;

“RPC” RPC Group PLC (Company Number 2578443), a company incorporated in England and Wales and listed on the London Stock Exchange and whose shareholders in excess of 3% as at the Last Practicable Date comprise AXA Investment Managers UK Limited (9.03%), Standard Life Investments Limited (4.99%) Old Mutual Global Investors (UK) Limited (4.56%), Threadneedle Asset Management Limited (4.05%), BlackRock Investment Management (UK) Limited (3.36%), Legal & General Investment Management Limited (3.31%) and The Vanguard Group, Inc (3.20%);

“RPC Board” the board of directors of RPC at the Last Practicable Date;

“RPC Nominee” any wholly-owned Subsidiary of RPC established solely for the purposes of fulfilling RPC’s obligations in terms of the Implementation Agreement and the Ordinary Share Scheme which is nominated by RPC in writing to Astrapak to fulfil RPC’s obligations in terms of the Implementation Agreement and the Ordinary Share Scheme;

“SARB” the South African Reserve Bank;

“Scheme Meetings” collectively, the Ordinary Share Scheme Meeting and the Preference Share Scheme Meeting;

“Schemes” collectively, the Ordinary Share Scheme and the Preference Share Scheme;

“SENS” the Stock Exchange News Service of the JSE;

“Signature Date” the date of signature of the Implementation Agreement, being 14 December 2016;

“South Africa” the Republic of South Africa;

“Strate” the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited (Registration number 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa;

“STT” securities transfer tax levied in terms of the South African Securities Transfer Act, 2007 (Act 25 of 2007), as amended;

“Subsidiary(ies)” a subsidiary as defined in the Companies Act;

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“Takeover Regulations” the regulations published in terms of section 120 of the Companies Act which form part of the Regulations;

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

“Treasury Shares” 12 837 424 Ordinary Shares held by Astrapak Gauteng;

“Unbundling” the proposed distribution of 135 131 250 Master Plastics Shares held by Astrapak and comprising 100% of the issued shares of Master Plastics, to Astrapak Ordinary Shareholders in the ratio of one Master Plastics Share for every one Astrapak Ordinary Share held (subject to the rounding convention applied by the JSE), in terms of section 46(1)(a)(ii) of the Companies Act, section 46 of the Income Tax Act and section 8(1)(a)(iv) of the South African Securities Transfer Act, 2007 (Act 25 of 2007);

“Unbundling Record Date” the last date on which an Astrapak Ordinary Shareholder must be recorded in the Register in order to participate in the Unbundling, which date is expected to be Friday, 26 May 2017;

“Uncertificated Securities Register” the record of Dematerialised Shares administered and maintained by a CSDP and which forms part of the Register;

“VWAP” in relation to a share or other security over a period, the volume weighted average traded price, as defined in the Listings Requirements;

“Webber Wentzel” or “Legal Advisors” Webber Wentzel, being the legal and tax advisors to Astrapak; and

“Weener” Weener Plastop Proprietary Limited (Registration number 2004/005991/07), a company duly incorporated in accordance with the laws of South Africa and whose shareholders are AMH (50%) and Weener Plastik Beteiligungs GmbH (50%).

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ASTRAPAK LIMITEDIncorporated in the Republic of South Africa



Directors

Executive

Robin Moore (Chief Executive Officer)Manley Diedloff (Chief Financial Director)

Non-executive

Phumzile Langeni* (Chairman)Paul BothaCraig McDougall*Thabo Mokgatlha*Günter Steffens**Independent

CIRCULAR TO ASTRAPAK SHAREHOLDERS

1. INTRODUCTION

Astrapak Shareholders are referred to the Firm Intention Announcement released on SENS on 15 December 2016 regarding, inter alia, the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board to the Astrapak Ordinary Shareholders.

As set out in the Firm Intention Announcement, Astrapak Shareholders were further informed that the Offer was submitted on the basis that:

– the Astrapak Preference Shares will be voluntarily repurchased by Astrapak prior to, or in parallel with, the implementation of the Ordinary Share Scheme at a repurchase consideration of R100.00 per Astrapak Preference Share; and

– Astrapak’s Non-Core Assets (which include, inter alia, the Flexibles’ Operations comprising Peninsula Packaging, Barrier Film Converters and Plusnet Geotex) will prior to, or in parallel with, the implementation of the Ordinary Share Scheme, be distributed to Astrapak Ordinary Shareholders.

Accordingly, the Astrapak Board has resolved, in addition to the Ordinary Share Scheme:

– subject to the fulfilment of the conditions set out in paragraph 4.2 below, to implement the voluntary Repurchase of the Preference Shares from the Preference Shareholders, by way of a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board to the Preference Shareholders.The Preference Share Scheme will, if implemented, result in the voluntary repurchase by Astrapak of all the Preference Shares, whereby the Preference Shareholders will be obliged to sell to the Company 100% of the Preference Shares for the Preference Share Scheme Consideration, being a cash consideration of R100.00 per Preference Scheme Share held on the Preference Share Scheme Record Date; and

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– subject to the fulfilment of the condition set out in paragraph 5.2 below, to unbundle all its Shares in Master Plastics, a recently established wholly-owned Subsidiary of Astrapak which houses all the Non-Core Assets, to Astrapak Ordinary Shareholders by way of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46 of the Income Tax Act, in the intended ratio of one Master Plastics Share for every one Astrapak Ordinary Share held at the close of business on the Unbundling Record Date, and separately list Master Plastics on the AltX.

Summary of the financial impact of the Ordinary Share Scheme, the Preference Share Scheme and the Unbundling

The Ordinary Share Scheme could, if implemented, and if all amounts in paragraphs 3.2.4.1.1 to 3.2.4.1.4 below are paid in full, deliver an estimated consideration, pursuant to the Ordinary Share Scheme, of R7.65 per Ordinary Scheme Share held on the Ordinary Share Scheme Record Date. In addition, Astrapak Ordinary Shareholders will receive Master Plastics Shares via the Unbundling. To clarify, the Ordinary Share Scheme could, if implemented, deliver a minimum cash consideration of no less than R6.40 per Ordinary Scheme Share for each Ordinary Scheme Share held on the Ordinary Share Scheme Record Date, plus R0.59 per Ordinary Scheme Share in respect of the Denver Property Amount detailed in paragraph 3.2.4.1.3 below, plus the further potential amounts of R0.33 per Ordinary Scheme Share attributable to the Completion Calculation Amount detailed in paragraph 3.2.4.1.2 below (calculated, for illustrative purposes, with reference to Astrapak’s management accounts as at 31 October 2016) and R0.33 per Ordinary Scheme Share attributable to the Agterskot Litigation Consideration detailed in paragraph 3.2.4.1.4 below.

As per the pro forma financial effects set out in paragraph 5.10 below, Master Plastics had a net asset value of R246.91 million as at 31 August 2016, representing R2.04 per Ordinary Scheme Share. The net asset value of Master Plastics will vary to the date of the Unbundling due to changes in the financial position of Master Plastics, the accounting policies adopted by Master Plastics and the requirements of IFRS related to the restructure and the Unbundling. The underlying intrinsic value of Master Plastics will, however, not be impacted. As at the close of trade on 14 December 2016 (being the day prior to the release of the Firm Intention Announcement on SENS), Astrapak Ordinary Shares were trading at R5.40 per Ordinary Share, with the 30-day VWAP being R5.10 per Astrapak Ordinary Share.

Astrapak Preference Shareholders will receive R100.00 per Astrapak Preference Share, together with all dividends accruing up to the day prior to the voluntary Repurchase of the Preference Shares. As at the close of trade on 14 December 2016, Astrapak Preference Shares were trading at R84.00 per Preference Share, with the 30-day VWAP being R82.25 per Astrapak Preference Share.

Further details of the Preference Share Scheme, the Unbundling and the Listing are set out in paragraphs 4 and 5, respectively, of this Circular.

The terms of the Ordinary Share Scheme, which is governed by the Implementation Agreement, are detailed in paragraph 3 below.

Following the implementation of the Ordinary Share Scheme, and excluding the Excluded Dissenting Ordinary Shareholders Shares which will be transferred to Astrapak and cancelled, as more fully set out in paragraph 3.2.7 below, RPC or RPC Nominee, as the case may be, will become the registered and beneficial owner of all of the Ordinary Scheme Shares.

Subject to the Ordinary Share Scheme becoming unconditional in accordance with its terms, the JSE has, in terms of paragraph 1.16 of the Listings Requirements, granted approval for the suspension of the listing of the Astrapak Ordinary Shares on the JSE with effect from the commencement of trade on the JSE on the Business Day immediately following the Ordinary Share Scheme LDT, which Ordinary Share Scheme LDT is expected to be Monday, 12 June 2017, and the termination of the listing of the Astrapak Ordinary Shares on the JSE from the commencement of trade on the Business Day immediately following the Ordinary Share Scheme Implementation Date, which is expected to be Tuesday, 20 June 2017.

In addition, subject to the Preference Share Scheme becoming unconditional in accordance with its terms, the JSE has, in terms of paragraph 1.16 of the Listings Requirements, granted approval for the suspension of the listing of the Astrapak Preference Shares on the JSE with effect from the commencement of trade on the JSE on the Business Day immediately following the Preference Share Scheme LDT, which Preference Share Scheme LDT is expected to be Monday, 12 June 2017, and the termination of the listing of the Astrapak Preference Shares on the JSE from the commencement of trade on the Business Day immediately following the Preference Share Scheme Implementation Date, which is expected to be Tuesday, 20 June 2017.

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2. PURPOSE OF THIS CIRCULAR

The purpose of this Circular is to provide Astrapak Shareholders with the relevant information regarding:

2.1 the Ordinary Share Scheme and the subsequent delisting of the Astrapak Ordinary Shares from the JSE;

2.2 the Preference Share Scheme and the subsequent delisting of the Astrapak Preference Shares from the JSE;

2.3 the proposed unbundling of the Master Plastics Distribution Shares to Astrapak Ordinary Shareholders; and

2.4 the proposed listing of Master Plastics on the AltX,

including, inter alia, the reports of the Independent Expert prepared in accordance with the requirements of section 114(3) of the Companies Act and the recommendations of the Independent Board in respect of the Ordinary Share Scheme and the Preference Share Scheme, and to give notice convening the General Meeting of Astrapak Shareholders and the Scheme Meetings in order to consider and, if deemed fit, to pass the resolutions necessary to approve and implement, inter alia, the Ordinary Share Scheme and the Preference Share Scheme, as the case may be, in accordance with the Companies Act, the Takeover Regulations and the Listings Requirements.

The Notice(s) of the General Meeting of Astrapak Shareholders (purple), the Ordinary Share Scheme Meeting (white) and the Preference Share Scheme Meeting (grey) are attached to, and form part of, this Circular.

3. ORDINARY SHARE SCHEME

3.1 Rationale for the Ordinary Share Scheme

With annualised revenues of approximately £2.5 billion as set out in the Annual Report for the year ended 31 March 2016 (pro forma adjusted for acquisitions in 2016) and a market capitalisation of over £3.8 billion, RPC is an international plastic products design and engineering company listed on the London Stock Exchange. RPC operates in 31 countries and employs over 20 000 people. RPC serves a wide range of customers, including many blue chip organisations across food and non-food packaging, personal and healthcare and other segments, and has a strong track record of technical expertise and product innovation across multiple polymer conversion processes.

RPC’s strategy is to grow and develop leading positions in its chosen product-markets and geographies in the plastics’ industry by establishing strong long-term relationships with its customers and by developing high quality, innovative products that meet customers’ needs. The RPC Board believes that Astrapak is an excellent fit in terms of their strategy to increase the company’s manufacturing footprint outside Europe, with South Africa becoming an increasingly important market. In addition, the Proposed Transaction would enable RPC to establish a platform for growth in Sub-Saharan Africa, positioning the combined group to expand further into the high growth African markets.

The RPC Board has followed the progress that Astrapak has made in implementing its restructuring initiatives. Notwithstanding such progress, the RPC Board believes that Astrapak would benefit further from the additional development opportunities that the Proposed Transaction would provide. Furthermore, Astrapak would also benefit from greater economies of scale and market access under the RPC umbrella, as well as enhanced innovation capabilities. The intention of the RPC Board is, as it has done with each of the companies it has acquired over the last several years, to support the further development of Astrapak.

3.2 Terms and conditions of the Ordinary Share Scheme

In terms of section 114(1) of the Companies Act, the Astrapak Board hereby proposes the Ordinary Share Scheme, on the terms set out in this paragraph 3, between Astrapak and the Astrapak Ordinary Shareholders.

3.2.1 The Ordinary Share Scheme

3.2.1.1 In terms of the Ordinary Share Scheme, RPC (itself or through RPC Nominee) will acquire the Ordinary Share Scheme Shares from the Ordinary Share Scheme Participants for the Ordinary Share Scheme Consideration.

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3.2.1.2 Subject to the Ordinary Share Scheme becoming unconditional with effect from the Ordinary Share Scheme Implementation Date:

3.2.1.2.1 the Ordinary Share Scheme Participants (whether or not they voted in favour of the Ordinary Share Scheme or abstained from voting) will be deemed to have disposed of (and will be deemed to have undertaken to transfer) each of their Ordinary Scheme Shares, free of encumbrances, to RPC (itself or through RPC Nominee) in exchange for the Ordinary Share Scheme Consideration, and RPC (itself or through RPC Nominee) will be deemed to have acquired registered and beneficial ownership of each such Ordinary Scheme Share;

3.2.1.2.2 the disposal and transfer by each Ordinary Share Scheme Participant of the Ordinary Scheme Shares held by each such Ordinary Share Scheme Participant to RPC (itself or through RPC Nominee), and the acquisition and ownership of those Ordinary Scheme Shares by RPC (itself or through RPC Nominee), pursuant to the provisions of the Ordinary Share Scheme, will be effected;

3.2.1.2.3 each Ordinary Share Scheme Participant will be deemed to have transferred to RPC (itself or through RPC Nominee) all of the Ordinary Scheme Shares held by such Ordinary Share Scheme Participant, without any further act or instrument being required; and

3.2.1.2.4 Ordinary Share Scheme Participants will be entitled to receive the Ordinary Share Scheme Consideration for each Ordinary Scheme Share transferred to RPC (itself or through RPC Nominee) in terms of the Ordinary Share Scheme, subject to the remaining provisions of this paragraph 3.

3.2.1.3 Each Ordinary Share Scheme Participant irrevocably and in rem suam authorises and nominates Astrapak, as principal, with power of substitution, to cause the Ordinary Share Scheme Shares disposed of by the Ordinary Share Scheme Participants in terms of the Ordinary Share Scheme to be transferred to, and registered in the name of, RPC (itself or through RPC Nominee) on or at any time after the Ordinary Share Scheme Implementation Date, and to do all such things and take all such steps (including the signing of any transfer form) as Astrapak, in its discretion, considers necessary in order to give effect to that transfer and registration.

3.2.1.4 The Ordinary Share Scheme Consideration will be settled, in full, in accordance with the terms of the Ordinary Share Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Astrapak or RPC may otherwise be, or claim to be, entitled against an Ordinary Share Scheme Participant.

3.2.1.5 Astrapak, as principal, will procure that RPC complies with its obligations under the Ordinary Share Scheme, and Astrapak alone will have the right to enforce those obligations (if necessary) against RPC.

3.2.1.6 The rights of the Ordinary Share Scheme Participants to receive the Ordinary Share Scheme Consideration will be enforceable by Ordinary Share Scheme Participants against Astrapak only. Ordinary Share Scheme Participants will be entitled to require Astrapak to enforce its rights in terms of the Ordinary Share Scheme against RPC.

3.2.1.7 The effect of the Ordinary Share Scheme will be that, inter alia, RPC (itself or through RPC Nominee) will, with effect from the Ordinary Share Scheme Implementation Date, become the registered and beneficial owner of all Ordinary Scheme Shares. None of the Ordinary Scheme Shares will be transferred to any other person.

3.2.1.8 Astrapak and RPC have agreed that, upon the Ordinary Share Scheme becoming operative, they will give effect to the terms and conditions of the Ordinary Share Scheme and will take all actions and sign all necessary documents to give effect to the Ordinary Share Scheme.

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3.2.2 Conditions to the implementation of the Ordinary Share Scheme

The implementation of the Ordinary Share Scheme is subject to the suspensive conditions that:

3.2.2.1 by no later than 23:59 on the Long-Stop Date:

3.2.2.1.1 in respect of the voluntary Repurchase of the Preference Shares at a repurchase price of R100.00 per Preference Share:

3.2.2.1.1.1 the Astrapak Board passes a written resolution in accordance with the provisions of section 46 of the Companies Act:

3.2.2.1.1.1.1 authorising the voluntary Repurchase of the Preference Shares by the Company; and

3.2.2.1.1.1.2 acknowledging that it has applied the solvency and liquidity test, as set out in section 4 of the Companies Act, and has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after the voluntary Repurchase of the Preference Shares;

3.2.2.1.1.2 a special resolution has been passed by the requisite majority of Astrapak Ordinary Shareholders and Astrapak Preference Shareholders entitled to vote on the voluntary Repurchase of the Preference Shares approving the voluntary repurchase in accordance with section 48 of the Companies Act;

3.2.2.1.1.3 a special resolution has been passed by the requisite majority of Astrapak Preference Shareholders entitled to vote on the voluntary Repurchase of the Preference Shares, approving the voluntary repurchase in accordance with section 114 and section 115(2)(a) of the Companies Act and (i) to the extent required, the implementation of such special resolution is approved by a Court; and (ii) if applicable, Astrapak has not elected to treat such special resolution as a nullity pursuant to section 115(5)(b) of the Companies Act; and

3.2.2.1.1.4 Astrapak has not elected to treat the special resolution in paragraph 3.2.2.1.3 above as a nullity pursuant to section 115(5) of the Companies Act and a Court has granted its approval pursuant to section 115(3) of the Companies Act in circumstances where:

3.2.2.1.1.4.1 the special resolution referred to in paragraph 3.2.2.1.1.3 above is opposed by 15% or more of the voting rights that were exercised in respect of that special resolution; and

3.2.2.1.1.4.2 an Astrapak Preference Shareholder who voted against the special resolution requires Astrapak, within five Business Days after the vote, to seek Court approval pursuant to section 115(3) of the Companies Act;

3.2.2.1.1.5 if the special resolution referred to in paragraph 3.2.2.1.1.3 above is not opposed by 15% or more of the voting rights that were exercised in respect of that special resolution, no leave is granted by a Court to any Astrapak Preference

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Shareholder who voted against that special resolution to apply to such Court for a review of the Preference Share Scheme pursuant to section 115(6), read together with section 115(3)(a), of the Companies Act;

3.2.2.1.1.6 RPC has elected in writing to proceed with the Proposed Transaction in circumstances where, within the time period prescribed in section 164(7) of the Companies Act, Astrapak Preference Shareholders have exercised Appraisal Rights, by giving valid demands pursuant to sections 164(5) to (8) of the Companies Act, in respect of 5% or more of all the Preference Shares;

3.2.2.1.1.7 to the extent required, an ordinary resolution has been passed by the requisite majority of Astrapak Ordinary Shareholders entitled to vote, approving and ratifying the voluntary Repurchase of the Preference Shares by the Company pursuant to section 75(7)(b)(i) of the Companies Act;

3.2.2.1.2 the Unbundling is fully implemented;

3.2.2.1.3 in respect of the Ordinary Share Scheme:

3.2.2.1.3.1 a special resolution has been passed, at the Ordinary Share Scheme Meeting, by the requisite majority of Astrapak Ordinary Shareholders entitled to vote on the Ordinary Share Scheme, approving the Ordinary Share Scheme in accordance with section 115(2)(a) of the Companies Act (including to the extent required, an amendment to the ASOS Trust trust deed to allow for the repurchase by Master Plastics of any of the Master Plastics Shares distributed to the ASOS Trust pursuant to the Unbundling) and (i) to the extent required, the implementation of such special resolution is approved by a Court; and (ii) if applicable, Astrapak has not elected to treat such special resolution as a nullity pursuant to section 115(5)(b) of the Companies Act; and

3.2.2.1.3.2 Astrapak has not elected to treat the special resolution in paragraph 3.2.2.1.1.3 above as a nullity pursuant to section 115(5) of the Companies Act and a Court has granted its approval pursuant to section 115(3) of the Companies Act in circumstances where:

3.2.2.1.3.2.1 the special resolution referred to in paragraph 3.2.2.1.1.3 above is opposed by 15% or more of the voting rights that were exercised in respect of such special resolution; and

3.2.2.1.3.2.2 an Astrapak Ordinary Shareholder who voted against the special resolution requires Astrapak, within five Business Days after the vote, to seek Court approval pursuant to section 115(3) of the Companies Act;

3.2.2.1.3.3 if the special resolution referred to in paragraph 3.2.2.1.1.3 above is not opposed by 15% or more of the voting rights that were exercised in respect of that special resolution, no leave has been granted by a Court to any Astrapak Ordinary Shareholder who voted against that special resolution to apply to such Court for a review

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of the Proposed Transaction pursuant to section 115(6), read together with section 115(3)(a), of the Companies Act;

3.2.2.1.3.4 RPC has elected to proceed with the Proposed Transaction in circumstances where, within the time period prescribed in section 164(7) of the Companies Act, Astrapak Ordinary Shareholders have exercised Appraisal Rights, by giving valid demands pursuant to sections 164(5) to (8) of the Companies Act, in respect of 5% or more of all the Ordinary Scheme Shares;

3.2.2.1.3.5 the Proposed Transaction has been unconditionally approved by the South African Competition Authorities, or conditionally approved on terms and conditions which are acceptable to RPC;

3.2.2.1.3.6 to the extent required, an ordinary resolution has been passed by the requisite majority of Astrapak Ordinary Shareholders entitled to vote, approving and ratifying the Ordinary Share Scheme pursuant to section 75(7)(b)(i) of the Companies Act; and

3.2.2.2 by no later than 23:59 on the third Business Day following the fulfilment (or waiver, as the case may be) of the last of the Ordinary Share Scheme Conditions set out in paragraph 3.2.2.1, the Panel has issued a compliance certificate with respect to the Proposed Transaction pursuant to section 119(4)(b) of the Companies Act; provided that, if such compliance certificate is issued conditionally or on terms, this Ordinary Share Scheme Condition will not be regarded as having been fulfilled unless RPC confirms in writing (by no later than the said date and time) that such conditions and terms are acceptable to RPC, which confirmation will not be unreasonably withheld or delayed.

3.2.3 Competition Approval

Astrapak and RPC record that the Ordinary Share Scheme requires approval from the Competition Authorities in terms of the Competition Act. The required approval has been obtained.

3.2.4 Potential Aggregate Ordinary Share Scheme Consideration

3.2.4.1 In terms of the Offer, the total consideration has been determined with reference to an enterprise value of the operational assets being acquired by RPC (itself or through RPC Nominee) of R1.370 million, on a cash-free debt-free basis. The enterprise value has been determined based on, inter alia, an audited FY16 EBITDA of the manufacturing operations of R219 million, equivalent to an enterprise value to EBITDA FY16 multiple of approximately 6.3 times. Astrapak Ordinary Shareholders will/may potentially receive, if the Ordinary Share Scheme is implemented, the aggregate of:

3.2.4.1.1 the Ordinary Share Scheme Minimum Consideration;

3.2.4.1.2 the Completion Calculation Amount;

3.2.4.1.3 the Denver Property Amount; and

3.2.4.1.4 the potential Agterskot Litigation Consideration,

which amounts, in each instance, are free of exchange and bank commission and without any set off and/or deduction.

3.2.4.2 The aggregate consideration actually paid to Ordinary Share Scheme Participants will not be less than the Ordinary Share Scheme Minimum Consideration.

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3.2.4.3 The Ordinary Share Scheme Minimum Consideration has been calculated with reference to Astrapak’s management accounts as at 31 October 2016.

3.2.4.4 The potential consideration, comprising the aggregate of the Ordinary Share Scheme Minimum Consideration and the Agterskot Consideration, calculated with reference to Astrapak’s management accounts as at 31 October 2016, and on the basis outlined in the Implementation Agreement, is R7.65 per Ordinary Scheme Share.

3.2.4.5 Astrapak’s management representatives will prepare a document setting out the calculation (“Calculation Document”) of the consideration payable to Ordinary Share Scheme Participants in respect of the Ordinary Share Scheme (excluding the Denver Property Amount and the Agterskot Litigation Consideration), which will be determined by:

3.2.4.5.1 updating the illustrative table of debt and debt-like items used to calculate the Ordinary Share Scheme Minimum Consideration to reflect the relevant amounts set out in the Completion Accounts; and

3.2.4.5.2 calculating the Ordinary Share Scheme Consideration, on the basis outlined in the Implementation Agreement, with reference to the Completion Accounts.

The Calculation Document and the Completion Accounts are collectively referred to hereinafter as the “Ordinary Share Scheme Completion Documents”. The Ordinary Share Scheme Completion Documents will be prepared by Astrapak’s management representatives within seven days of the Ordinary Share Scheme Conditions Fulfilment Date, after which RPC and Metier, in its capacity as the Astrapak Ordinary Shareholder representative and the asset manager of the largest Astrapak Ordinary Shareholder, will be afforded a seven day time period to consider the Ordinary Share Scheme Completion Documents. Any disputes regarding the Ordinary Share Scheme Completion Documents will be resolved by an independent expert, in accordance with the expedited process provided for in the Implementation Agreement.

3.2.5 Settlement of the potential aggregate Ordinary Share Scheme Consideration

3.2.5.1 Subject to paragraphs 3.2.5.6 and 3.2.5.10 below, and subject to the Ordinary Share Scheme becoming operative, Ordinary Share Scheme Participants will be entitled to receive the potential consideration (comprising the aggregate of the Ordinary Share Scheme Minimum Consideration and the potential Agterskot Consideration) in respect of each Ordinary Scheme Share held by them on the Ordinary Share Scheme Consideration Record Date.

3.2.5.2 Ordinary Share Scheme Participants will, if the Ordinary Share Scheme is implemented, receive the Ordinary Share Scheme Minimum Consideration, together with the relevant Agterskot Consideration then due (if any), as further detailed in this Circular, on the Ordinary Share Scheme Implementation Date.

3.2.5.3 Should the Ordinary Share Scheme Consideration calculated in accordance with the Ordinary Share Scheme Completion Documents:

3.2.5.3.1 exceed the Ordinary Share Scheme Minimum Consideration, RPC (itself or through RPC Nominee) will, within seven days of the Ordinary Share Scheme Consideration being finally agreed, determined or deemed to have been determined, pay the Completion Calculation Amount to Astrapak’s Transfer Secretaries to be distributed to the Ordinary Share Scheme Participants in respect of the Astrapak Ordinary Shares held by them on the Ordinary Share Scheme Record Date; or

3.2.5.3.2 be less than the Ordinary Share Scheme Minimum Consideration, the Ordinary Share Scheme Minimum Consideration will constitute the Ordinary Share Scheme Consideration and no further amounts, other

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than the potential Agterskot Litigation Consideration and the Denver Property Amount (to the extent applicable), will be payable to the Ordinary Share Scheme Participants.

3.2.5.4 If the purchase price in respect of the Denver Property:

3.2.5.4.1 has been received by the Astrapak Group prior to the Ordinary Share Scheme Conditions Fulfilment Date, RPC (itself or through RPC Nominee) will pay the Denver Property Amount to Astrapak’s Transfer Secretaries by the fifth Business Day after the Ordinary Share Scheme Conditions Fulfilment Date, for the Transfer Secretaries to make payment to the Ordinary Share Scheme Participants on the Ordinary Share Scheme Implementation Date; or

3.2.5.4.2 has not been received by the Astrapak Group prior to the Ordinary Share Scheme Conditions Fulfilment Date, RPC (itself or through RPC Nominee) will pay the Denver Property Amount as soon as possible but in any event by no later than five Business Days of receipt thereof from the purchaser of the Denver Property, to Astrapak’s Transfer Secretaries for the Transfer Secretaries to make payment to the Ordinary Share Scheme Participants as soon as reasonably possible after receipt thereof and in accordance with the timetable to be approved by the JSE and/or the Panel.

3.2.5.5 If the Existing Litigation Matter(s):

3.2.5.5.1 have been finally determined or settled and the relevant Agterskot Litigation Consideration payable to the Ordinary Share Scheme Participants in respect of such Existing Litigation Matter(s) has been agreed, determined or deemed to be determined prior to the Ordinary Share Scheme Conditions Fulfilment Date, an amount equal to the relevant Agterskot Litigation Consideration so agreed, determined or deemed to be determined shall be paid to Astrapak’s Transfer Secretaries by the fifth Business Day after the Ordinary Share Scheme Conditions Fulfilment Date, for the Transfer Secretaries to make payment to the Scheme Participants on the Ordinary Share Scheme Implementation Date; or

3.2.5.5.2 have not been finally determined or settled and the relevant Agterskot Litigation Consideration has not been agreed, determined or deemed to be determined prior to the Ordinary Share Scheme Conditions Fulfilment Date, the amount equal to the Agterskot Litigation Consideration relating to the outstanding Existing Litigation Matter(s) will be paid within five Business Days after the Ordinary Share Scheme Conditions Fulfilment Date, into the Escrow Account held with the Escrow Agent for onward payment from time to time by the Escrow Agent to Astrapak’s Transfer Secretaries once each outstanding Existing Litigation Matter(s) has been finally determined or settled and the applicable Agterskot Litigation Consideration payable to the Scheme Participants in respect thereof agreed, determined or deemed to be determined, for the Transfer Secretaries to make payment to the Scheme Participants, as soon as reasonably possible after receipt thereof and in accordance with the timetable to be approved by the JSE and/or the Panel.

3.2.5.6 Settlement of the potential aggregate Ordinary Share Scheme Consideration is subject to the Exchange Control Regulations, the salient provisions of which are set out in Annexure 5 to this Circular.

3.2.5.7 Astrapak or its agents will administer and effect payment of the potential aggregate Ordinary Share Scheme Consideration and/or will transfer or post the potential aggregate Ordinary Share Scheme Consideration to Ordinary Share Scheme Participants.

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3.2.5.8 Ordinary Share Scheme Participants who hold Dematerialised Ordinary Shares will:

3.2.5.8.1 if they are not Dissenting Ordinary Shareholders on the Ordinary Share Scheme Consideration Record Date, have their accounts held at their CSDPs debited on the Ordinary Share Scheme Implementation Date with the Ordinary Share Scheme Shares they are transferring to RPC or RPC Nominee, as the case may be, pursuant to the Ordinary Share Scheme and credited with the relevant potential aggregate Ordinary Share Scheme Consideration as set out in paragraph 3.2.5.2, read with paragraphs 3.2.5.4.1 and 3.2.5.5.1 above, on the Ordinary Share Scheme Implementation Date, or as detailed in paragraphs 3.2.5.3.1, 3.2.5.4.2 and 3.2.5.5.2 above, as applicable; or

3.2.5.8.2 if they are still Dissenting Ordinary Shareholders on the Ordinary Share Scheme Consideration Record Date, have their accounts held at their CSDPs debited with the Ordinary Scheme Shares that they are transferring to RPC or RPC Nominee, as the case may be, pursuant to the Ordinary Share Scheme within five Business Days of the date on which they cease to be Dissenting Ordinary Shareholders and become Ordinary Share Scheme Participants, and credited with the relevant potential aggregate Ordinary Share Scheme Consideration as set out in paragraphs 3.2.5.2, 3.2.5.4.1 and 3.2.5.5.1 above, or as detailed in paragraphs 3.2.5.3.1, 3.2.5.4.2 and 3.2.5.5.2 above, as applicable.

3.2.5.9 Ordinary Share Scheme Participants who hold Certificated Ordinary Shares, and who are not Dissenting Ordinary Shareholders on the Ordinary Share Scheme Consideration Record Date, will:

3.2.5.9.1 if they have surrendered their Documents of Title and completed Form of Surrender (orange) to the Transfer Secretaries on or before 12:00 on the Ordinary Share Scheme Consideration Record Date:

3.2.5.9.1.1 have the cheques in respect of the relevant potential aggregate Ordinary Share Scheme Consideration as set out in paragraph 3.2.5.2, read with paragraphs 3.2.5.4.1 and 3.2.5.5.1 above, posted to them, at their risk, within five Business Days of the Ordinary Share Scheme Implementation Date, unless they have elected to receive the Ordinary Share Scheme Consideration by way of an EFT, in which case the potential aggregate Ordinary Share Scheme Consideration will be paid to them on the Ordinary Share Scheme Implementation Date by way of EFT; or

3.2.5.9.1.2 have the cheques in respect of the relevant Agterskot Consideration as set out in paragraphs 3.2.5.3.1, 3.2.5.4.2 and 3.2.5.5.2 above posted to them, unless they have elected to receive the Ordinary Share Scheme Consideration by way of an EFT, in which case the potential Agterskot Consideration will be paid to them by way of EFT; or

3.2.5.9.2 if they surrender their Documents of Title and completed Form of Surrender (orange) to the Transfer Secretaries after 12:00 on the Ordinary Share Scheme Consideration Record Date:

3.2.5.9.2.1 have the cheques in respect of the relevant potential aggregate Ordinary Share Scheme Consideration as set out in paragraph 3.2.5.2, read with paragraphs 3.2.5.4.1 and 3.2.5.5.1 above, posted to them, at their risk, or the Ordinary Share Scheme Consideration paid to them by way of an EFT, within five Business Days of the Transfer

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Secretaries receiving their Documents of Title and completed Form of Surrender (orange); or

3.2.5.9.2.2 have the cheques in respect of the relevant Agterskot Consideration as set out in paragraphs 3.2.5.3.1, 3.2.5.4.2 and 3.2.5.5.2 above posted to them, unless they have elected to receive the Ordinary Share Scheme Consideration by way of an EFT, in which case the potential Agterskot Consideration will be paid to them by way of EFT.

3.2.5.10 Where, on or subsequent to the Ordinary Share Scheme Implementation Date, a person, who was not a registered holder of Ordinary Scheme Shares on the Ordinary Share Scheme Consideration Record Date, tenders to the Transfer Secretaries Documents of Title, together with a duly stamped Form of Surrender (orange), purporting to have been executed by or on behalf of the registered holder of such Ordinary Scheme Shares and, provided that the relevant potential aggregate Ordinary Share Scheme Consideration as set out in paragraphs 3.2.5.2, 3.2.5.4.1 and 3.2.5.5.1 above will not already have been posted or delivered to the registered holder of the relevant Ordinary Scheme Shares, then such transfer may be accepted by Astrapak and RPC or RPC Nominee, as the case may be, as if it were a valid transfer to such person of the Ordinary Scheme Shares concerned, provided that Astrapak and RPC or RPC Nominee, as the case may be, have been, if so required by either or both of them, provided with an indemnity on terms acceptable to them in respect of such relevant aggregate Ordinary Share Scheme Consideration.

3.2.5.11 The potential aggregate Ordinary Share Scheme Consideration will be paid to Ordinary Share Scheme Participants, in full, in accordance with the terms of the Ordinary Share Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Astrapak or RPC may otherwise be, or claim to be, entitled.

3.2.5.12 In the case of Ordinary Share Scheme Participants who are Foreign Shareholders, if the information regarding authorised dealers is not given or written instructions to the contrary are provided but no address is given, as required in terms of paragraphs 2.2 and 2.3 of Annexure 5, the potential aggregate Ordinary Share Scheme Consideration will be held in trust by Astrapak, or the Transfer Secretaries on behalf of Astrapak, for the Ordinary Share Scheme Participants concerned, pending receipt of the necessary information or instructions. No interest will be paid on the potential aggregate Ordinary Share Scheme Consideration so held. If the necessary information or instructions have not been provided after a period of five years, such potential aggregate Ordinary Share Scheme Consideration shall be paid over to the Guardians Fund of the High Court, from which it can be claimed.

3.2.5.13 If the potential aggregate Ordinary Share Scheme Consideration is not paid or posted to Certificated Ordinary Shareholders entitled thereto because the relevant Documents of Title have not been surrendered or if any potential aggregate Ordinary Share Scheme Consideration posted to a Certificated Ordinary Shareholder is returned undelivered to the Transfer Secretaries, that potential aggregate Ordinary Share Scheme Consideration will be held in trust by Astrapak, or the Transfer Secretaries on behalf of Astrapak, until claimed. No interest will be paid on the potential aggregate Ordinary Share Scheme Consideration so held. If the potential aggregate Ordinary Share Scheme Consideration remains unclaimed after a period of five years, such potential aggregate Ordinary Share Scheme Consideration shall be paid over to the Guardians Fund of the High Court, from which it can be claimed.

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3.2.6 Effects of the Ordinary Share Scheme

The effect of the Ordinary Share Scheme will be that RPC or RPC Nominee, as the case may be, will, with effect from the Ordinary Share Scheme Implementation Date, become the registered and beneficial owner of all the Ordinary Scheme Shares.

3.2.7 Dissenting Ordinary Shareholders

Ordinary Shareholders are advised of their Appraisal Rights under section 164 of the Companies Act:

3.2.7.1 Ordinary Shareholders who wish to exercise their rights in terms of the aforementioned section of the Companies Act are required, before the Ordinary Share Scheme Resolution to approve the Ordinary Share Scheme is voted on at the Ordinary Share Scheme Meeting, to give notice to the Company in writing objecting to the Ordinary Scheme Resolution in accordance with the requirements of section 164(3) of the Companies Act.

3.2.7.2 If the Ordinary Share Scheme Resolution is adopted by the Company, the Company is required, in accordance with section 164(4) of the Companies Act, within 10 Business Days after the Ordinary Share Scheme Members adopt the Ordinary Share Scheme Resolution, to send a notice to Ordinary Shareholders who gave written notice to the Company objecting to the Ordinary Share Scheme Resolution and did not withdraw such written notice or vote in support of the Ordinary Share Scheme Resolution, notifying them that the Ordinary Share Scheme Resolution has been adopted.

3.2.7.3 Ordinary Shareholders who gave written notice to the Company in accordance with the requirements of section 164(3) of the Companies Act (and have not withdrawn that notice), who voted against the Ordinary Share Scheme Resolution and who have complied with all the procedural requirements set out in section 164 may, in accordance with sections 164(5) to 164(8) of the Companies Act, demand that the Company pay them fair value of the Ordinary Shares held by them and in respect of which they have given the aforesaid written notice.

3.2.7.4 If Astrapak receives a demand in terms of sections 164(5) to 164(8) of the Companies Act and such demand is not withdrawn by the Ordinary Share Scheme Implementation Date, the Company will, in accordance with section 164(11) of the Companies Act, within five Business Days of the Ordinary Share Scheme Implementation Date, make an offer to those Ordinary Shareholders to purchase their Astrapak Ordinary Shares at fair value.

3.2.7.5 A Dissenting Ordinary Shareholder who has sent a demand in accordance with the requirements of sections 164(5) to 164(8) may withdraw that demand before Astrapak makes an offer in accordance with section 164(11) of the Companies Act or if Astrapak fails to make such an offer. If a Dissenting Ordinary Shareholder voluntarily withdraws its demand made in accordance with the requirements of sections 164(5) to 164(8) of the Companies Act, it will cease to be a Dissenting Ordinary Shareholder and will become an Ordinary Share Scheme Participant whose Ordinary Shares will be acquired by RPC (itself or through RPC Nominee), in accordance with paragraph 3.2.5 above, with retrospective effect from the Ordinary Share Scheme Implementation Date.

3.2.7.6 A Dissenting Ordinary Shareholder who has sent a demand in accordance with the requirements of sections 164(5) to 164(8) has no further rights in respect of the Astrapak Ordinary Shares in respect of which it has made such demand, other than to be paid the fair value of such Ordinary Shares, unless:

3.2.7.6.1 that Dissenting Ordinary Shareholder withdraws that demand before Astrapak makes an offer in accordance with section 164(11) of the Companies Act; or

3.2.7.6.2 Astrapak fails to make an offer in accordance with section 164(11) of the Companies Act and that Dissenting Ordinary Shareholder withdraws its demand; or

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3.2.7.6.3 Astrapak makes an offer in accordance with section 164(11) of the Companies Act below and the Dissenting Ordinary Shareholder allows such offer to lapse; or

3.2.7.6.4 Astrapak revokes the Ordinary Share Scheme Resolution, by means of a subsequent special resolution,

in which case that Ordinary Shareholder’s rights will, in accordance with section 164(10) of the Companies Act, be reinstated without interruption.

3.2.7.7 The offer made in accordance with section 164(11) of the Companies Act will, in accordance with the requirements of section 164(12)(b) of the Companies Act, lapse if it is not accepted by the Dissenting Ordinary Shareholder within 30 Business Days after it was made. If the Dissenting Ordinary Shareholder allows that offer to lapse, it will cease to be a Dissenting Ordinary Shareholder and will become an Ordinary Share Scheme Participant whose Ordinary Shares will be acquired by RPC (itself or through RPC Nominee), in accordance with paragraph 3.2.5 above.

3.2.7.8 A Dissenting Ordinary Shareholder who accepts an offer made in accordance with the requirements of section 164(11) of the Companies Act will become an Excluded Dissenting Ordinary Shareholder and will not participate in the Ordinary Share Scheme. The Excluded Dissenting Ordinary Shareholder must thereafter, if it (i) holds Certificated Ordinary Shares, tender the Documents of Title in respect of such Certificated Ordinary Shares to Astrapak or the Transfer Secretaries; or (ii) holds Dematerialised Ordinary Shares, instruct its CSDP or broker to transfer those Astrapak Ordinary Shares to Astrapak or the Transfer Secretaries. Astrapak must pay that Excluded Dissenting Ordinary Shareholder the agreed amount within 10 Business Days after the Excluded Dissenting Ordinary Shareholder has accepted the offer and tendered the Documents of Title or directed the transfer to Astrapak or the Transfer Secretaries of the Dematerialised Ordinary Shares.

3.2.7.9 A Dissenting Ordinary Shareholder who considers the offer made by Astrapak in accordance with section 164(11) of the Companies Act to be inadequate, may, in accordance with section 164(14) of the Companies Act, apply to a Court to determine a fair value in respect of the Ordinary Shares that were the subject of that demand, and an order requiring Astrapak to pay the Dissenting Ordinary Shareholder the fair value so determined. The Court will, in accordance with section 164(15)(v) of the Companies Act, be obliged to make an order requiring:

3.2.7.9.1 the Dissenting Ordinary Shareholders to either withdraw their respective demands or to tender their Ordinary Shares as contemplated in paragraph 3.2.7.8 above; or

3.2.7.9.2 Astrapak to pay the fair value in respect of the Ordinary Shares (as determined by the Court) to each Dissenting Ordinary Shareholder who tenders its Ordinary Shares, subject to any conditions the Court considers necessary to ensure that Astrapak fulfils its obligations under section 164 of the Companies Act.

3.2.7.10 If, pursuant to the order of the Court, any Dissenting Ordinary Shareholder withdraws its demand, the Dissenting Ordinary Shareholder will cease to be a Dissenting Ordinary Shareholder and will become an Ordinary Share Scheme Participant whose Ordinary Shares will be acquired by RPC (itself or through RPC Nominee), in accordance with paragraph 3.2.5 above, with retrospective effect from the Ordinary Share Scheme Implementation Date.

3.2.7.11 If, pursuant to the order of the Court, a Dissenting Ordinary Shareholder tenders its Ordinary Shares to Astrapak, such Dissenting Ordinary Shareholder will become an Excluded Dissenting Ordinary Shareholder and will not participate in the Ordinary Share Scheme. The Excluded Dissenting Ordinary Shareholder must thereafter, if it (i) holds Certificated Ordinary Shares, tender the Documents of Title in respect of such Certificated Ordinary Shares to Astrapak or the Transfer Secretaries; or (ii) holds Dematerialised Ordinary Shares, instruct its CSDP or

42

broker to transfer those Ordinary Shares to Astrapak or the Transfer Secretaries. Astrapak must pay that Excluded Dissenting Ordinary Shareholder the fair value determined by the Court within 10 Business Days after the Excluded Dissenting Ordinary Shareholder has accepted the offer and tendered the Documents of Title or directed the transfer to Astrapak or the Transfer Secretaries of the Dematerialised Ordinary Shares.

3.2.7.12 A copy of section 164 of the Companies Act, which sets out the Appraisal Rights, is included in Annexure 7 to this Circular.

3.2.8 Foreign Shareholders and Exchange Control Regulations

Annexure 5 to this Circular contains a summary of the Exchange Control Regulations as they apply to Ordinary Share Scheme Participants. Ordinary Share Scheme Participants who are Foreign Shareholders must satisfy themselves as to the full observance of the laws of any relevant jurisdiction concerning the receipt of the Ordinary Share Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, Ordinary Share Scheme Participants should consult their professional advisors immediately.

3.2.9 Funding of the Ordinary Share Scheme Consideration

Absa Bank Limited has delivered an irrevocable, unconditional bank guarantee in the amount of R1.400 million to the Panel in compliance with regulations 111(4) and 111(5) of the Takeover Regulations.

3.2.10 Restricted Jurisdictions

3.2.10.1 To the extent that the release, publication or distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of such jurisdiction, then this Circular is deemed to have been provided for information purposes only and neither the Astrapak Board nor the RPC Board or RPC accept any responsibility for any failure by Foreign Shareholders to inform themselves about, and to observe, any applicable legal requirements in any such relevant foreign jurisdiction.

3.2.10.2 Ordinary Shareholders who are in doubt as to their position should consult their professional advisors immediately.

3.2.11 Governing Law and Jurisdiction

The Ordinary Share Scheme is governed by the laws of South Africa (excluding the conflicts of laws rules of the jurisdiction to the extent such rules indicate the application of the laws of any other country) and is subject to applicable South African laws and regulations, including the Companies Act, the Takeover Regulations and the Listings Requirements. Astrapak and RPC consent (and Ordinary Shareholders shall be deemed to have consented) to the non-exclusive jurisdiction of the Court in relation to the Ordinary Share Scheme.

3.3 Suspension and termination of the listing of the Astrapak Ordinary Shares

Subject to the Ordinary Share Scheme becoming operative, which Ordinary Share Scheme Implementation Date is expected to be Monday, 19 June 2017, the JSE has granted approval for the suspension of the listing on the JSE of the Ordinary Shares, which suspension is expected to take place with effect from the commencement of trade on the JSE on Tuesday, 13 June 2017 and the termination of the listing on the JSE of the Ordinary Shares, which termination is expected to take place from the commencement of trade Tuesday, 20 June 2017.

3.4 Interests of RPC and RPC Directors in Astrapak Ordinary Shares

As at the Last Practicable Date, neither RPC nor any of the RPC Directors held any direct or indirect beneficial interests in Astrapak Ordinary Shares. Neither RPC nor any of the RPC Directors has dealt in Astrapak Ordinary Shares during the period beginning six months before the Offer Period and ending on the Last Practicable Date.

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3.5 Interests of RPC Directors in RPC shares

As at the Last Practicable Date, the RPC Directors held, directly and indirectly, beneficial interests in 624 579 RPC Shares, representing approximately 0.0018% of the total issued ordinary share capital of RPC. The direct and indirect beneficial interests of the RPC Directors are as follows:

Beneficial Total TotalDirector Direct Indirect shares %

ExecutivePim Vervaat – 250 000 250 000 0.0007Simon Kesterton – 36 069 36 069 0.0001Non-executiveJamie Pike – 311 524 311 524 0.0009Lynn Drummond – 987 987 –Heike van der Kerkhoff – – – –Martin Towers – 25 999 25 999 0.0001Godwin Wong – – – –

– 624 579 624 579 0.0018

3.6 Interests of Astrapak and the Directors of Astrapak in RPC shares

At the Last Practicable Date, neither Astrapak nor any member of the Astrapak Board held any direct or indirect beneficial interests in RPC, nor did they engage in any dealings in RPC shares during the period beginning six months before the Offer Period and ending on the Last Practicable Date.

3.7 Interests of the Directors of Astrapak in Astrapak Ordinary Shares

At the Last Practicable Date, the Directors of Astrapak held, directly and indirectly, beneficial interests in 41 502 554 Astrapak Ordinary Shares, representing approximately 30.71% of the total issued ordinary share capital of Astrapak (being 135 131 250 Ordinary Shares). The direct and indirect beneficial interests of the Directors of Astrapak are as follows:

Beneficial Total TotalDirector Direct Indirect shares %

ExecutiveRobin Moore 528 690 – 528 690 0.39Manley Diedloff 533 385 – 533 385 0.39Non-executivePaul Botha# – 40 440 479 40 440 479 29.93

1 062 075 40 440 479 41 502 554 30.71

# The Ordinary Shares held by Paul Botha are held in his capacity as principal, trustee or director of a number of entities, including Lereko Metier Capital Growth Fund.

The Directors of Astrapak did not engage in any dealings in Astrapak Ordinary Shares during the period beginning six months before the Offer Period and ending on the Last Practicable Date.

3.8 Astrapak Long-Term Incentive Schemes

In terms of the Implementation Agreement, Astrapak has undertaken not to vary the terms and conditions of employment or amend the working conditions of any employees other than in the ordinary and regular day-to-day course of conduct of the businesses of the Astrapak Group and other than for purposes of the waiver of rights under the Astrapak Long-Term Incentive Schemes.

At the Last Practicable Date, the two Executive Directors of Astrapak, being Robin Moore and Manley Diedloff, held the following share options (“Share Options”) and share appreciation rights (“SARS”) under the Astrapak Limited Share Option Scheme and the Share Appreciation Rights Scheme, respectively:

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Robin Moore

Manley Diedloff Total

Number of Share Options in issue 2 040 000 1 670 000 3 710 000

Average strike price R6.33 R6.43

Number of SARS in issue 2 000 000 1 700 000 3 700 000

Average strike price R7.00 R7.00

Minimum share price criteria R9.00 R9.00

The total number of Share Options and SARS issued to Executive Directors and all other members of management is 4 620 000 and 6 400 000 respectively.

As a pre-condition to the issue of the Offer, RPC required the closure of all Astrapak Long-Term Incentive Schemes to the satisfaction of RPC. To ensure good governance and that participants to the various schemes, the Company and Astrapak Shareholders were all treated fairly, the Board of Directors and the Remuneration Committee of Astrapak obtained the necessary expert advice in respect of the existing rules of the schemes and the remedies or courses of action available to the Company to implement and execute on this requirement. This has necessitated certain changes to specifically the ASOS Trust trust deed, which Astrapak Shareholders will be asked to vote upon at the General Meeting of Astrapak Shareholders.

The following has been agreed between the Company and participants in respect of the Astrapak Long-Term Incentive Schemes, subject to the Ordinary Share Scheme becoming unconditional and being implemented, which would also require the proposed amendments to the ASOS Trust trust deed being approved by Astrapak Shareholders:

The Executive Directors, together with all other members of management and employees who are participants and/or beneficiaries of the Astrapak Long-Term Incentive Schemes, holding in aggregate 4 620 000 Share Options and 6 400 000 SARS, have agreed, subject to (i) the approval of the amendments to the ASOS Trust trust deed required to implement the transactions contemplated in this Circular at the General Meeting of Astrapak Shareholders, and (ii) the Ordinary Share Scheme becoming unconditional and implemented by the Long-Stop Date, to waive and abandon all their scheme rights in respect of the Astrapak Long-Term Incentive Schemes and to receive a cash settlement for such waiver and abandonment. Should the Ordinary Share Scheme not become unconditional and not be implemented by the Long-Stop Date, the participants or beneficiaries of the Astrapak Long-Term Incentive Schemes will not become entitled to the cash settlement amounts and the waiver and abandonment of the scheme rights will not come into force. The cash settlement value will be calculated with reference to the terms and conditions of the Ordinary Share Scheme as contained in the Implementation Agreement and will correspond with the Ordinary Share Scheme Consideration on a per share basis as contained and reflected in paragraphs 3.2.4 and 3.2.5 above. Participants or beneficiaries will, however, receive the cash settlement value only once the Ordinary Scheme Consideration is finally determined in accordance with paragraph 3.2.5 above and paid away in accordance with the Implementation Agreement. The same principles will also be applied in respect of the Denver Property Amount and the Agterskot Litigation Consideration, meaning that to the extent applicable, amounts will be retained and only be paid away as and when Ordinary Share Scheme Participants would become entitled to such amounts in accordance with the Implementation Agreement. They will further not receive any Master Plastics Shares at the Unbundling and will receive a cash settlement per share they would have received in terms of the Unbundling, save for the waiver and abandonment of their rights as contemplated in this paragraph, to compensate them in this regard. The cash settlement per share will be an amount equal to 80% of the net asset value of the Non-Core Assets to be unbundled divided by the number of Ordinary Scheme Shares. The net asset value will be represented by the net asset value of Master Plastics and the Non-Core Assets at the date of the Unbundling in the accounting records of the Company having applied those accounting policies and IFRS standards consistently applied by the Company in reporting its financial position.

Based on the potential purchase consideration elements specified in paragraph 1 of this Circular, the potential costs associated with the finalisation of the Astrapak Limited Share Option Scheme and Share Appreciation Rights Scheme is R12 798 826 and R13 427 184, respectively. These

45

settlement considerations, which liability to settle will be assumed by RPC, has already been considered and accounted for in determining the estimated scheme consideration.

Participants and/or beneficiaries agreed that no comparable offer is required to be made to them pursuant to any one of the Schemes or the Unbundling.

The final instalment of the retention amounts due to Robin Moore and Manley Diedloff in May 2017, as previously disclosed in the Astrapak Annual Report, will be settled in full at the time that the cash settlement would fall due in accordance with the above. Should the Ordinary Share Scheme not become unconditional and not be implemented by the Long-Stop Date these amounts will only become payable to them in accordance with timelines previously disclosed.

3.9 Service contracts of Directors of Astrapak

3.9.1 Astrapak and RPC have, pursuant to the Ordinary Share Scheme, concluded appropriate agreements with certain of the existing employees of the Astrapak Group for specified periods after the Ordinary Share Scheme Implementation Date, either as employees of, or consultants to, the Astrapak Group.

3.9.2 In terms of the retention of the two Executive Directors, RPC and each of Robin Moore and Manley Diedloff have agreed:

3.9.2.1 that Robin Moore will retain the position of Chief Executive Officer of the Astrapak Group for a period of at least three years after the Ordinary Share Scheme Implementation Date. Robin Moore’s base remuneration remains unchanged with short-term and long-term incentives having been aligned with RPC’s schemes applicable from time to time. These schemes are at the discretion of RPC’s Remuneration Committee and do not form part of the employees’ guaranteed remuneration package. Restraint and non-solicitation undertakings have been modified to reflect RPC’s requirements. These amendments only become effective if and when the Proposed Transaction is implemented; and

3.9.2.2 that Manley Diedloff’s employment with Astrapak will terminate at the date of the Unbundling as Manley Diedloff will oversee the operations of Master Plastics. Manley Diedloff will, however, act as a consultant to the Astrapak Group for a period of six months after the Ordinary Share Scheme Implementation Date and will receive a fixed monthly retainer of R20 000.00 per month and an hourly rate of R2 400.00 for services rendered during this time.

3.9.3 None of the non-executive Directors of Astrapak have service contracts with the Company.

3.10 Astrapak Ordinary Shareholder Undertakings

3.10.1 As at the Last Practicable Date, irrevocable undertakings to vote in favour of the Ordinary Share Scheme had been received from the following Astrapak Ordinary Shareholders holding in aggregate 63 590 766 Astrapak Ordinary Shares, representing 52.54% of the voting power if all Ordinary Scheme Shares, being 121 035 232 Astrapak Ordinary Shares, are voted at the Ordinary Share Scheme Meeting or any adjournment thereof.

Ordinary ShareholderDate of irrevocable undertaking

Ordinary Shares

subject to undertaking

Ordinary Share

Scheme voting rights

(%)

Lereko Metier Capital Growth Fund 24 March 2017 39 264 394 32.44Prudential Investment Managers 23 March 2017 10 660 616 8.81Element Investment Managers 29 March 2017 7 229 198 5.97Sanlam Investment Management 27 March 2017 6 436 558 5.32

63 590 766 52.54

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3.10.2 Astrapak Ordinary Shareholder Letter of Comfort

A letter of comfort dated 23 March 2017, confirming the intent to vote in favour of the Ordinary Share Scheme, has been received from Coronation Asset Management Proprietary Limited which holds in aggregate 34 293 727 Astrapak Ordinary Shares, representing 28.33% of the voting power if all Ordinary Scheme Shares, being 121 035 232 Astrapak Ordinary Shares, are voted at the Ordinary Share Scheme Meeting or any adjournment thereof.

3.10.3 Dealings in Astrapak Ordinary Shares by the parties who have provided irrevocable undertakings for the period beginning six months before the Offer Period and ending on the Last Practicable Date are as follows:

Ordinary Shareholder Date

Purchase/ Sale

Volume Purchased/

sold

Purchase/Selling Price

(cents)

Prudential Investment Managers8 August 2016 Purchase 140 000 385.008 August 2016 Purchase 302 839 385.008 August 2016 Purchase 80 000 385.0021 October 2016 Purchase 86 712 365.0021 October 2016 Purchase 174 850 365.0021 October 2016 Purchase 549 651 365.0021 October 2016 Purchase 81 293 365.0021 October 2016 Purchase 57 047 365.0021 October 2016 Purchase 153 172 365.0021 October 2016 Purchase 33 373 365.0026 October 2016 Purchase 2 500 365.0024 January 2017 Purchase 70 000 710.0024 January 2017 Purchase 65 900 711.0024 January 2017 Purchase 134 000 710.0024 January 2017 Purchase 81 000 711.0024 January 2017 Purchase 430 000 710.0024 January 2017 Purchase 159 900 711.0024 January 2017 Purchase 64 000 710.0024 January 2017 Purchase 21 500 711.0024 January 2017 Purchase 90 000 710.0024 January 2017 Purchase 136 800 711.0024 January 2017 Purchase 28 000 710.0024 January 2017 Purchase 7 900 711.00

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Purchase/ Sale

Volume Purchased/

sold


(cents)

Element Investment Managers3 June 2016 Purchase 12 800 410.003 June 2016 Purchase 1 700 410.003 June 2016 Purchase 2 500 410.006 June 2016 Purchase 8 285 407.007 June 2016 Purchase 3 501 408.009 June 2016 Purchase 102 758 410.009 June 2016 Purchase 6 000 410.009 June 2016 Purchase 20 814 410.0010 June 2016 Sale 121 141 401.0010 June 2016 Purchase 121 141 401.0015 September 2016 Sale 25 352 389.003 October 2016 Purchase 58 782 380.006 October 2016 Purchase 23 556 375.0017 October 2016 Purchase 5 382 370.0017 October 2016 Purchase 24 403 365.0025 October 2016 Sale 12 909 373.004 November 2016 Purchase 5 000 432.007 November 2016 Purchase 4 066 430.007 November 2016 Purchase 708 430.007 November 2016 Purchase 4 679 430.007 November 2016 Purchase 4 064 430.008 November 2016 Purchase 21 058 434.008 November 2016 Purchase 3 668 434.008 November 2016 Purchase 24 227 434.008 November 2016 Purchase 21 048 434.0013 January 2017 Purchase 5 000 735.0016 January 2017 Purchase 616 730.0017 January 2017 Purchase 2 500 735.0020 January 2017 Purchase 5 000 735.0023 January 2017 Purchase 6 884 725.0026 January 2017 Purchase 14 834 708.0026 January 2017 Purchase 19 003 708.0026 January 2017 Purchase 1 325 708.002 February 2017 Purchase 1 443 726.002 February 2017 Purchase 21 726.002 February 2017 Purchase 301 726.002 February 2017 Purchase 235 726.008 February 2017 Purchase 68 070 710.0016 February 2017 Purchase 1 901 715.002 March 2017 Purchase 1 130 712.502 March 2017 Purchase 1 447 712.502 March 2017 Purchase 101 712.502 March 2017 Purchase 7 322 712.509 March 2017 Purchase 113 710.009 March 2017 Purchase 144 710.009 March 2017 Purchase 10 710.009 March 2017 Purchase 733 710.00

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Purchase/ Sale

Volume Purchased/

sold


(cents)

Sanlam Investment Management

6 June 2016 Sale 2 070 412.0028 June 2016 Purchase 10 720 398.735 July 2016 Purchase 102 650 385.006 July 2016 Sale 2 500 384.007 July 2016 Sale 100 384.008 July 2016 Sale 3 090 383.6912 July 2016 Sale 2 505 375.0015 July 2016 Sale 48 995 375.0020 July 2016 Sale 980 376.0028 July 2016 Sale 4 252 400.0010 August 2016 Sale 1 775 385.0012 August 2016 Sale 670 389.0016 September 2016 Sale 91 788 389.0016 September 2016 Sale 268 389.0016 September 2016 Sale 1 293 389.0016 September 2016 Sale 10 356 389.0016 September 2016 Sale 1 295 389.0020 September 2016 Sale 72 014 389.0020 September 2016 Sale 211 389.0020 September 2016 Sale 1 014 389.0020 September 2016 Sale 8 125 389.0020 September 2016 Sale 1 016 389.0021 September 2016 Sale 44 146 385.0021 September 2016 Sale 128 385.0021 September 2016 Sale 622 385.0021 September 2016 Sale 4 981 385.0021 September 2016 Sale 623 385.0023 September 2016 Sale 7 405 380.0023 September 2016 Sale 21 380.0023 September 2016 Sale 104 380.0023 September 2016 Sale 836 380.0023 September 2016 Sale 104 380.0027 September 2016 Sale 91 109 375.0027 September 2016 Sale 267 375.0027 September 2016 Sale 1 282 375.0027 September 2016 Sale 10 280 375.0027 September 2016 Sale 1 285 375.0029 September 2016 Sale 329 124 371.2229 September 2016 Sale 966 371.2229 September 2016 Sale 4 634 371.2229 September 2016 Sale 37 133 371.2229 September 2016 Sale 4 643 371.2230 September 2016 Sale 126 798 388.2830 September 2016 Sale 371 388.2830 September 2016 Sale 1 786 388.2830 September 2016 Sale 14 306 388.2830 September 2016 Sale 1 789 388.283 October 2016 Sale 235 398 380.003 October 2016 Sale 689 380.003 October 2016 Sale 3 315 380.00

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Purchase/ Sale

Volume Purchased/

sold


(cents)

3 October 2016 Sale 26 559 380.003 October 2016 Sale 3 321 380.005 October 2016 Sale 46 013 375.005 October 2016 Sale 647 375.005 October 2016 Sale 5 192 375.005 October 2016 Sale 648 375.006 October 2016 Sale 437 064 375.006 October 2016 Sale 6 153 375.006 October 2016 Sale 49 311 375.006 October 2016 Sale 6 165 375.006 October 2016 Sale 1 307 375.007 October 2016 Sale 52 448 375.007 October 2016 Sale 738 375.007 October 2016 Sale 5 918 375.007 October 2016 Sale 740 375.007 October 2016 Sale 156 375.0010 October 2016 Sale 155 967 372.9110 October 2016 Sale 2 196 372.9110 October 2016 Sale 17 597 372.9110 October 2016 Sale 2 200 372.9110 October 2016 Sale 465 372.9111 October 2016 Sale 18 765 370.2611 October 2016 Sale 265 370.2611 October 2016 Sale 265 370.2611 October 2016 Sale 55 370.2613 October 2016 Sale 11 153 370.0013 October 2016 Sale 158 370.0013 October 2016 Sale 158 370.0013 October 2016 Sale 31 370.0014 October 2016 Sale 4 267 370.0014 October 2016 Sale 61 370.0014 October 2016 Sale 61 370.0014 October 2016 Sale 11 370.0017 October 2016 Sale 5 220 370.0017 October 2016 Sale 74 370.0017 October 2016 Sale 74 370.0017 October 2016 Sale 14 370.0018 October 2016 Sale 19 396 365.0018 October 2016 Sale 274 365.0018 October 2016 Sale 274 365.0018 October 2016 Sale 56 365.0019 October 2016 Sale 300 064 365.0019 October 2016 Sale 4 225 365.0019 October 2016 Sale 4 232 365.0019 October 2016 Sale 898 365.0020 October 2016 Sale 295 636 365.0020 October 2016 Sale 4 161 365.0020 October 2016 Sale 4 170 365.0020 October 2016 Sale 886 365.0021 October 2016 Sale 1 345 446 365.0021 October 2016 Sale 18 941 365.00

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Purchase/ Sale

Volume Purchased/

sold


(cents)

21 October 2016 Sale 18 975 365.0021 October 2016 Sale 4 036 365.008 November 2016 Sale 84 600 434.159 November 2016 Sale 141 037 436.489 November 2016 Purchase 109 387 436.0021 November 2016 Purchase 15 000 560.0022 November 2016 Purchase 17 133 560.0023 November 2016 Purchase 150 000 556.6724 November 2016 Purchase 30 000 550.0025 November 2016 Purchase 9 893 560.0028 November 2016 Purchase 50 000 560.509 December 2016 Purchase 48 767 506.7612 December 2016 Purchase 67 743 505.2114 December 2016 Purchase 42 730 516.3715 December 2016 Purchase 31 800 522.83

3.10.4 There have been no dealings in RPC shares by the parties who have provided irrevocable undertakings for the period beginning six months before the Offer Period and ending on the Last Practicable Date.

3.11 Interests in RPC shares by providers of irrevocable undertakings

As at the Last Practicable Date, none of the parties set out in paragraph 3.10.1 above held, directly or indirectly, any beneficial interests in RPC shares.

3.12 Agreements in relation to the Ordinary Share Scheme

3.12.1 Other than the:

3.12.1.1 service and consultancy agreements entered into with the two Executive Directors of Astrapak as detailed in paragraph 3.9.2 above;

3.12.1.2 Implementation Agreement; and

3.12.1.3 Astrapak Ordinary Shareholder undertakings to vote in favour of the Ordinary Share Scheme,

no other agreements that are considered to be material to a decision regarding the Ordinary Share Scheme to be taken by Astrapak Ordinary Shareholders have been entered into between any of the following parties: Astrapak, RPC, any directors of RPC (or persons who were directors of RPC within the 12 months preceding the Last Practicable Date), any Directors of Astrapak (and persons who were Directors of Astrapak within the 12 months preceding the Last Practicable Date), the shareholders of RPC (or persons who were shareholders of RPC within the 12 months preceding the Last Practicable Date) and any Astrapak Ordinary Shareholders (or persons who were Astrapak Ordinary Shareholders within the 12 months preceding the Last Practicable Date).

3.12.2 The Implementation Agreement contains provisions relating to the implementation of the Ordinary Share Scheme and certain undertakings by Astrapak and RPC in respect thereof.

3.13 Opinions and recommendations

3.13.1 Appointment of an Independent Expert

The Independent Board has appointed the Independent Expert, an independent advisor acceptable to the Panel, to provide an independent professional expert’s opinion regarding the Ordinary Share Scheme and to make appropriate recommendations to the Independent Board in the form of a report contemplated in section 114(3) of the Companies Act.

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3.13.2 Report of the Independent Expert

The Independent Expert has, as contemplated in regulation 110(1) of the Takeover Regulations, performed a valuation on the Astrapak Ordinary Shares.

The report of the Independent Expert also includes the items required by section 114(3) of the Companies Act.

Taking into consideration the terms and conditions of the Ordinary Share Scheme, the Independent Expert is of the opinion that the Ordinary Share Scheme Minimum Consideration, including as potentially adjusted in the amount of the Agterskot Consideration is, in its opinion fair and reasonable to the Astrapak Ordinary Shareholders. Ordinary Shareholders are referred to Annexure 1 to this Circular, which sets out the full text of the report of the Independent Expert regarding the Ordinary Share Scheme.

3.13.3 Opinion of the Independent Board

The Independent Board, after due consideration of the report of the Independent Expert regarding the Ordinary Share Scheme, and in accordance with its responsibilities in terms of regulation 110 of the Takeover Regulations, has formed a view of the range of the fair value of the Astrapak Ordinary Shares, which accords with the valuation range contained in the Independent Expert’s opinion. The Independent Board has not received any other offers during the Offer Period or within six months before the Offer Period. The Ordinary Share Scheme Minimum Consideration exceeds both the fair value per Astrapak Ordinary Share and the current traded price per Astrapak Ordinary Share as at the Last Practicable Date.

The Independent Board, taking into account the report of the Independent Expert regarding the Ordinary Share Scheme, has considered the terms and conditions thereof, and are unanimously of the opinion that the Ordinary Share Scheme Minimum Consideration, including as potentially adjusted in the amount of the Agterskot Consideration, is fair and reasonable to Ordinary Shareholders and, accordingly, recommend that Ordinary Share Scheme Members vote in favour of the Ordinary Share Scheme Resolution.

The Independent Board is satisfied that the holders of the Share Options referred to in paragraph 3.8 above have been treated equitably and, having assented unanimously to the waiver of such Share Options prior to the Firm Intention Announcement, do not form part of the Ordinary Share Scheme and therefore the waiver consideration does not require an opinion to be expressed by the Independent Board.

3.13.4 Voting of Directors of Astrapak

The Directors of Astrapak who hold Astrapak Ordinary Shares intend to vote such Ordinary Shares in favour of the Ordinary Share Scheme.

3.13.5 Views of the RPC Board

The RPC Board believes that the Ordinary Share Scheme is in the best interests of RPC and Astrapak Ordinary Shareholders, as well as other stakeholders of the Astrapak businesses. Accordingly, the RPC Board recommends that the Ordinary Share Scheme Members vote in favour of the resolutions required to approve the Ordinary Share Scheme (including the Ordinary Share Scheme Resolution).


3.14.1 Independent Board responsibility statement

The members of the Independent Board collectively and individually accept responsibility for the information contained in this Circular to the extent that it relates to Astrapak. In addition, they certify that, to the best of their knowledge and belief, the information contained in this Circular pertaining to Astrapak is true and, where appropriate, the Circular does not omit anything that is likely to affect the importance of the information contained in this Circular pertaining to Astrapak. No director on the Independent Board is excluded from this statement.

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3.14.2 RPC Board responsibility statement

The RPC Board collectively and individually accept responsibility for the information contained in this Circular to the extent that it relates to RPC. In addition, they certify that, to the best of their knowledge and belief, the information contained in this Circular pertaining to RPC is true and, where appropriate, the Circular does not omit anything that is likely to affect the importance of the information contained in this Circular pertaining to RPC. No director of RPC is excluded from this statement.

4. PREFERENCE SHARE SCHEME

4.1 Background and rationale for the Preference Share Scheme

As set out in the Firm Intention Announcement released on SENS on 15 December 2016, Astrapak Shareholders were informed of, inter alia, the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board between Astrapak and the Astrapak Ordinary Shareholders. Astrapak Shareholders were further informed that the Offer was submitted on the basis that, inter alia, the Astrapak Preference Shares will be voluntarily repurchased by Astrapak prior to, or in parallel with, the implementation of the Ordinary Share Scheme at a repurchase consideration of R100.00 per Astrapak Preference Share.

Astrapak Shareholders were further informed that all dividends that fall due to Preference Shareholders prior to the Preference Share Scheme Implementation Date will be paid in the ordinary course, in compliance with their terms.

Accordingly, the Astrapak Board has resolved, in addition to the Ordinary Share Scheme, subject to the fulfilment of the conditions set out in paragraph 4.2 below, to implement the voluntary Repurchase of the Preference Shares from the Preference Shareholders by way of a scheme of arrangement in terms of section 114 of the Companies Act to be proposed by the Astrapak Board to the Astrapak Preference Shareholders.

Preference Shareholders are reminded that, as per the 2017 Budget Speech, the default rate at which dividends tax is to be withheld has increased to 20% with effect from 22 February 2017. Any portion of the Preference Share Scheme Consideration payable in respect of a Preference Share which exceeds the contributed tax capital in respect of such Preference Share and constitutes a dividend would accordingly be subject to dividends tax at 20%.

4.2 Terms and conditions of the Preference Share Scheme

In terms of section 114(1) of the Companies Act, the Astrapak Board hereby proposes the Preference Share Scheme, on the terms set out in this paragraph 4, between Astrapak and the Astrapak Preference Shareholders.

4.2.1 The Preference Share Scheme

4.2.1.1 In terms of the Preference Share Scheme, Astrapak will acquire the Preference Scheme Shares from the Preference Share Scheme Participants for the Preference Share Scheme Consideration.

4.2.1.2 Subject to the Preference Share Scheme becoming unconditional with effect from the Preference Share Scheme Implementation Date:

4.2.1.2.1 the Preference Share Scheme Participants (whether or not they voted in favour of the Preference Share Scheme or abstained from voting) will dispose of each of their Preference Scheme Shares, free of encumbrances, to Astrapak on the Preference Share Scheme Implementation Date in exchange for the Preference Share Scheme Consideration, and Astrapak will voluntarily acquire all of the Preference Scheme Shares on the Preference Share Scheme Implementation Date;

53

4.2.1.2.2 the disposal and transfer by each Preference Share Scheme Participant of the Preference Scheme Shares held by each such Preference Share Scheme Participant to Astrapak, and the voluntary acquisition of those Preference Scheme Shares by Astrapak, pursuant to the provisions of the Preference Share Scheme, will be effected on the Preference Share Scheme Implementation Date;

4.2.1.2.3 each Preference Share Scheme Participant will be deemed to have transferred to Astrapak on the Preference Share Scheme Implementation Date, all of the Preference Scheme Shares held by such Preference Share Scheme Participant, without any further act or instrument being required; and

4.2.1.2.4 Preference Share Scheme Participants will be entitled to receive the Preference Share Scheme Consideration for each Preference Scheme Share, subject to the remaining provisions of this paragraph 4.

4.2.1.3 Each Preference Share Scheme Participant irrevocably and in rem suam authorises Astrapak, as principal, with power of substitution, to cause the Preference Scheme Shares disposed of by the Preference Share Scheme Participants in terms of the Preference Share Scheme to be transferred to Astrapak on or at any time after the Preference Share Scheme Implementation Date, and to do all such things and take all such steps (including the signing of any transfer form) as Astrapak, in its discretion, considers necessary in order to give effect to that transfer.

4.2.1.4 The Preference Share Scheme Consideration will be settled, in full, in accordance with the terms of the Preference Share Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Astrapak may otherwise be, or claim to be, entitled against an Preference Share Scheme Participant.

4.2.1.5 The rights of the Preference Share Scheme Participants to receive the Preference Share Scheme Consideration will be rights enforceable by Preference Share Scheme Participants against Astrapak only.

4.2.1.6 The effect of the Preference Share Scheme will be that, inter alia, Astrapak will, with effect from the Preference Share Scheme Implementation Date, acquire all of the Preference Scheme Shares which shall be cancelled and delisted. None of the Preference Scheme Shares will be transferred to any other person.

4.2.2 Conditions to the implementation of the Preference Share Scheme

The implementation of the Preference Share Scheme is subject to the suspensive conditions that:

4.2.2.1 by no later than 23:59 on the Long-Stop Date:

4.2.2.1.1 the fulfilment or waiver (as the case may be) of the matters set out in paragraph 3.2.2.1.1 above; and

4.2.2.1.2 the requisite unconditional written approvals have been obtained from, inter alia, all governmental and regulatory bodies, including but not limited to the JSE, the Panel and the SARB.

4.2.3 Preference Share Scheme Consideration

In terms of the Preference Share Scheme, Preference Share Scheme Participants will, if the Preference Share Scheme is implemented, receive an amount, payable in cash, of R100.00 for each Preference Scheme Share held by such Preference Share Scheme Participant on the Preference Share Consideration Record Date. The Preference Share Scheme Consideration will be distributed firstly out of Astrapak’s “Contributed Tax Capital” (as defined in section 1 of the Income Tax Act) to the extent of the “Contributed Tax Capital” attributable to the Preference Shares, with the balance (if any) being distributed from Astrapak’s profits/reserves.

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4.2.4 Settlement of the Preference Share Scheme Consideration

4.2.4.1 Subject to paragraphs 4.2.4.2 and 4.2.4.6 below, and subject to the Preference Share Scheme becoming operative, Preference Share Scheme Participants will be entitled to receive the Preference Share Scheme Consideration in respect of each Preference Scheme Share held by them on the Preference Share Scheme Consideration Record Date.

4.2.4.2 Settlement of the Preference Share Scheme Consideration is subject to the Exchange Control Regulations, the salient provisions of which are set out in Annexure 5 to this Circular.

4.2.4.3 Astrapak or its agents will administer and effect payment of the Preference Share Scheme Consideration and/or will transfer or post the Preference Share Scheme Consideration to Preference Share Scheme Participants.

4.2.4.4 Preference Share Scheme Participants who hold Dematerialised Preference Shares will:

4.2.4.4.1 if they are not Dissenting Preference Shareholders on the Preference Share Scheme Consideration Record Date, have their accounts held at their CSDPs debited on the Preference Share Scheme Implementation Date with the Preference Share Scheme Shares they are transferring to Astrapak pursuant to the Preference Share Scheme and credited with the Preference Share Scheme Consideration attributable to such Preference Share Scheme Shares on the Preference Share Scheme Implementation Date; or

4.2.4.4.2 if they are still Dissenting Preference Shareholders on the Preference Share Scheme Consideration Record Date, have their accounts held at their CSDPs debited with the Preference Scheme Shares that they are transferring to Astrapak pursuant to the Preference Share Scheme within five Business Days of the date on which they cease to be Dissenting Preference Shareholders and become Preference Share Scheme Participants, and credited with the Preference Share Scheme Consideration.

4.2.4.5 Preference Share Scheme Participants who hold Certificated Preference Shares, and who are not Dissenting Preference Shareholders on the Preference Share Scheme Consideration Record Date, will:

4.2.4.5.1 if they have surrendered their Documents of Title and completed Form of Surrender (grey) to the Transfer Secretaries on or before 12:00 on the Preference Share Scheme Consideration Record Date:

4.2.4.5.1.1 have the cheques in respect of the Preference Share Scheme Consideration posted to them, at their risk, within five Business Days of the Preference Share Scheme Implementation Date, unless they have elected to receive the Preference Share Scheme Consideration by way of an EFT, in which case the Preference Share Scheme Consideration will be paid to them on the Preference Share Scheme Implementation Date by way of EFT; or

4.2.4.5.2 if they surrender their Documents of Title and completed Form of Surrender (grey) to the Transfer Secretaries after 12:00 on the Preference Share Scheme Consideration Record Date:

4.2.4.5.2.1 have the cheques in respect of the Preference Share Scheme Consideration posted to them, at their risk, or the Preference Share Scheme Consideration paid to them by way of an EFT, within five Business Days of the Transfer Secretaries receiving their Documents of Title and completed Form of Surrender (grey).

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4.2.4.6 Where, on or subsequent to the Preference Share Scheme Implementation Date, a person, who was not a registered holder of Preference Scheme Shares on the Preference Share Scheme Consideration Record Date, tenders to the Transfer Secretaries Documents of Title, together with a duly stamped Form of Surrender (grey), purporting to have been executed by or on behalf of the registered holder of such Preference Scheme Shares and, provided that the Preference Share Scheme Consideration will not already have been posted or delivered to the registered holder of the relevant Preference Scheme Shares, then such transfer may be accepted by Astrapak as if it were a valid transfer to such person of the Preference Scheme Shares concerned, provided that Astrapak has been provided with an indemnity on terms acceptable to the Company in respect of such Preference Share Scheme Consideration.

4.2.4.7 The Preference Share Scheme Consideration will be paid to Preference Share Scheme Participants, in full, in accordance with the terms of the Preference Share Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Astrapak may otherwise be, or claim to be, entitled.

4.2.4.8 In the case of Preference Share Scheme Participants who are Foreign Shareholders, if the information regarding authorised dealers is not given or written instructions to the contrary are provided but no address is given, as required in terms of paragraphs 2.2 and 2.3 of Annexure 5 to this Circular, the Preference Share Scheme Consideration will be held in trust by Astrapak, or the Transfer Secretaries on behalf of Astrapak, for the Preference Share Scheme Participants concerned, pending receipt of the necessary information or instructions. No interest will be paid on the Preference Share Scheme Consideration so held. If the necessary information or instructions have not been provided after a period of five years, such Preference Share Scheme Consideration shall be paid over to the Guardians Fund of the High Court, from which it can be claimed.

4.2.4.9 If the Preference Share Scheme Consideration is not paid or posted to Certificated Preference Shareholders entitled thereto because the relevant Documents of Title have not been surrendered or if any Preference Share Scheme Consideration posted to a Certificated Preference Shareholder is returned undelivered to the Transfer Secretaries, that Preference Share Scheme Consideration will be held in trust by Astrapak, or the Transfer Secretaries on behalf of Astrapak, until claimed. No interest will be paid on the Preference Share Scheme Consideration so held. If the Preference Share Scheme Consideration remains unclaimed after a period of five years, such Preference Share Scheme Consideration shall be paid over to the Guardians Fund of the High Court, from which it can be claimed.

4.2.5 Effects of the Preference Share Scheme

The Preference Share Scheme will, if implemented, result in the voluntary repurchase by Astrapak of all the Preference Shares whereby, the Preference Shareholders will be obliged to sell to the Company, 100% of the Preference Shares for the Preference Share Scheme Consideration, being a cash consideration of R100.00 per Preference Scheme Share held on the Preference Share Scheme Record Date.

4.2.6 Dissenting Preference Shareholders

Preference Shareholders are advised of their Appraisal Rights under section 164 of the Companies Act:

4.2.6.1 Preference Shareholders who wish to exercise their rights in terms of the aforementioned section of the Companies Act are required, before the Preference Share Scheme Resolution to approve the Preference Share Scheme is voted on at the Preference Share Scheme Meeting, to give notice to the Company in writing objecting to the Preference Share Scheme Resolution in accordance with the requirements of section 164(3) of the Companies Act.

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4.2.6.2 If the Preference Share Scheme Resolution is adopted by the Company, the Company is required, in accordance with section 164(4) of the Companies Act, within 10 Business Days after the Preference Share Scheme Members adopt the Preference Share Scheme Resolution, to send a notice to Preference Shareholders who gave written notice to the Company objecting to the Preference Share Scheme Resolution and did not withdraw such written notice or vote in support of the Preference Share Scheme Resolution, notifying them that the Preference Share Scheme Resolution has been adopted.

4.2.6.3 Preference Shareholders who gave written notice to the Company in accordance with the requirements of section 164(3) of the Companies Act (and have not withdrawn that notice), who voted against the Ordinary Share Scheme Resolution and who have complied with all the procedural requirements set out in section 164 may, in accordance with sections 164(5) to 164(8) of the Companies Act, demand that the Company pay them fair value of the Preference Shares held by them and in respect of which they have given the aforesaid written notice.

4.2.6.4 If Astrapak receives a demand in terms of 164(5) to 164(8) of the Companies Act and such demand is not withdrawn by the Preference Share Scheme Implementation Date, the Company will, in accordance with section 164(11) of the Companies Act, within five Business Days of the Preference Share Scheme Implementation Date, make an offer to those Preference Shareholders to purchase their Astrapak Preference Shares at fair value.

4.2.6.5 A Dissenting Preference Shareholder who has sent a demand in accordance with the requirements of sections 164(5) to 164(8) may withdraw that demand before Astrapak makes an offer in accordance with section 164(11) of the Companies Act or if Astrapak fails to make such an offer. If a Dissenting Preference Shareholder voluntarily withdraws its demand made in accordance with the requirements of sections 164(5) to 164(8) of the Companies Act, it will cease to be a Dissenting Preference Shareholder and will become a Preference Share Scheme Participant whose Preference Shares will be acquired by Astrapak, in accordance with paragraph 4.2.4 above, with retrospective effect from the Preference Share Scheme Implementation Date.

4.2.6.6 A Dissenting Preference Shareholder who has sent a demand in accordance with the requirements of sections 164(5) to 164(8) has no further rights in respect of the Astrapak Preference Shares in respect of which it has made such demand, other than to be paid the fair value of such Preference Shares, unless:

4.2.6.6.1 that Dissenting Preference Shareholder withdraws that demand before Astrapak makes an offer in accordance with section 164(11) of the Companies Act;

4.2.6.6.2 Astrapak fails to make an offer in accordance with section 164(11) of the Companies Act and that Dissenting Preference Shareholder withdraws its demand; or

4.2.6.6.3 Astrapak makes an offer in accordance with section 164(11) of the Companies Act below and the Dissenting Preference Shareholder allows such offer to lapse; or

4.2.6.6.4 Astrapak revokes the Preference Share Scheme Resolution, by means of a subsequent special resolution,

in which case that Preference Shareholder’s rights will, in accordance with section 164(10) of the Companies Act, be reinstated without interruption.

4.2.6.7 The offer made in accordance with section 164(11) of the Companies Act will, in accordance with the requirements of section 164(12)(b) of the Companies Act, lapse if it is not accepted by the Dissenting Preference Shareholder within 30 Business Days after it was made. If the Dissenting Preference Shareholder allows that offer to lapse, it will cease to be a Dissenting Preference Shareholder and will become a Preference Share Scheme Participant whose Preference Shares will be acquired by Astrapak, in accordance with paragraph 4.2.4 above.

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4.2.6.8 A Dissenting Preference Shareholder who accepts an offer made in accordance with the requirements of section 164(11) of the Companies Act will become an Excluded Dissenting Preference Shareholder and will not participate in the Preference Share Scheme. The Excluded Dissenting Preference Shareholder must thereafter, if it (i) holds Certificated Preference Shares, tender the Documents of Title in respect of such Certificated Preference Shares to Astrapak or the Transfer Secretaries; or (ii) holds Dematerialised Preference Shares, instruct its CSDP or broker to transfer those Astrapak Preference Shares to Astrapak or the Transfer Secretaries. Astrapak must pay that Excluded Dissenting Preference Shareholder the agreed amount within 10 Business Days after the Excluded Dissenting Preference Shareholder has accepted the offer and tendered the Documents of Title or directed the transfer to Astrapak or the Transfer Secretaries of the Dematerialised Preference Shares.

4.2.6.9 A Dissenting Preference Shareholder who considers the offer made by Astrapak in accordance with section 164(11) of the Companies Act to be inadequate, may, in accordance with section 164(14) of the Companies Act, apply to a Court to determine a fair value in respect of the Preference Shares that were the subject of that demand, and an order requiring Astrapak to pay the Dissenting Preference Shareholder the fair value so determined. The Court will, in accordance with section 164(15)(v) of the Companies Act, be obliged to make an order requiring:

4.2.6.9.1 the Dissenting Preference Shareholders to either withdraw their respective demands or to tender their Preference Shares as contemplated in paragraph 4.2.6.8 above; or

4.2.6.9.2 Astrapak to pay the fair value in respect of the Preference Shares (as determined by the Court) to each Dissenting Preference Shareholder who tenders its Preference Shares, subject to any conditions the Court considers necessary to ensure that Astrapak fulfils its obligations under section 164 of the Companies Act.

4.2.6.10 If, pursuant to the order of the Court, any Dissenting Preference Shareholder withdraws its demand, the Dissenting Preference Shareholder will cease to be a Dissenting Preference Shareholder and will become a Preference Share Scheme Participant whose Preference Shares will be acquired by Astrapak, in accordance with paragraph 4.2.4 above, with retrospective effect from the Preference Share Scheme Implementation Date.

4.2.6.11 If, pursuant to the order of the Court, a Dissenting Preference Shareholder tenders its Preference Shares to Astrapak, such Dissenting Preference Shareholder will become an Excluded Dissenting Preference Shareholder and will not participate in the Preference Share Scheme. The Excluded Dissenting Preference Shareholder must thereafter, if it (i) holds Certificated Preference Shares, tender the Documents of Title in respect of such Certificated Preference Shares to Astrapak or the Transfer Secretaries; or (ii) holds Dematerialised Preference Shares, instruct its CSDP or broker to transfer those Preference Shares to Astrapak or the Transfer Secretaries. Astrapak must pay that Excluded Dissenting Preference Shareholder the fair value determined by the Court within 10 Business Days after the Excluded Dissenting Preference Shareholder has accepted the offer and tendered the Documents of Title or directed the transfer to Astrapak or the Transfer Secretaries of the Dematerialised Preference Shares.

4.2.6.12 A copy of section 164 of the Companies Act, which sets out the Appraisal Rights, is included in Annexure 6 to this Circular.

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4.2.7 Foreign Shareholders and Exchange Control Regulations

Annexure 5 to this Circular contains a summary of the Exchange Control Regulations as they apply to Preference Share Scheme Participants. Preference Share Scheme Participants who are Foreign Shareholders must satisfy themselves as to the full observance of the laws of any relevant jurisdiction concerning the receipt of the Preference Share Scheme Consideration, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, Preference Share Scheme Participants should consult their professional advisors immediately.

4.2.8 Funding of the Preference Share Scheme Consideration

Nedbank Limited has delivered an irrevocable, unconditional bank guarantee in the amount of R150 million (“Preference Share Cash Guarantee”), to the Panel in compliance with regulations 111(4) and 111(5) of the Takeover Regulations. The sole purpose of the Preference Share Cash Guarantee is to discharge the Preference Share Scheme Consideration.

4.2.9 Restricted Jurisdictions

4.2.9.1 To the extent that the release, publication or distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of such jurisdiction, then this Circular is deemed to have been provided for information purposes only and the Astrapak Board does not accept any responsibility for any failure by Foreign Shareholders to inform themselves about, and to observe, any applicable legal requirements in any such relevant foreign jurisdiction.

4.2.9.2 Preference Shareholders who are in doubt as to their position should consult their professional advisors immediately.

4.2.10 Governing Law and Jurisdiction

The Preference Share Scheme is governed by the laws of South Africa (excluding the conflicts of laws rules of the jurisdiction to the extent such rules indicate the application of the laws of any other country) and is subject to applicable South African laws and regulations, including the Companies Act, the Takeover Regulations and the Listings Requirements. Astrapak consents (and Preference Shareholders shall be deemed to have consented) to the non-exclusive jurisdiction of the Court in relation to the Preference Share Scheme.

4.3 Suspension and termination of the listing of the Astrapak Preference Shares

Subject to the Preference Share Scheme becoming operative, which Preference Share Scheme Implementation Date is expected to be Monday, 19 June 2017, the JSE has granted approval for the suspension of the listing on the JSE of the Preference Shares, which suspension is expected to take place with effect from the commencement of trade on the JSE on Tuesday, 13 June 2017 and the termination of the listing on the JSE of the Preference Shares, which termination is expected to take place from the commencement of trade Tuesday, 20 June 2017.

4.4 Interests of the Directors of Astrapak in Astrapak Preference Shares

At the Last Practicable Date, none of the Directors of Astrapak held, directly and indirectly, any beneficial interests in Astrapak Preference Shares nor did they engage in any dealings in Preference Shares during the past six months.

4.5 Astrapak Preference Shareholder Undertakings

4.5.1 As at the Last Practicable Date, irrevocable undertakings to vote in favour of the Preference Share Scheme have been received from the following Preference Shareholders holding in aggregate 478 953 Preference Shares, representing 31.94% of the voting power if all Preference Scheme Shares are voted at the Preference Share Scheme Meeting or any adjournment thereof.

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Preference Shareholder

Date of irrevocable

undertaking

Preference Shares

subject to undertaking

Preference Share

Scheme voting rights

(%)

Aylett & Co 23 March 2017 206 932 13.80Element Investment Managers 29 March 2017 154 744 10.32Prudential Investment Managers 23 March 2017 75 750 5.05Momentum Asset Management 29 March 2017 41 527 2.77

478 953 31.94

4.5.2 Astrapak Preference Shareholder Letter of Comfort

A letter of comfort dated 23 March 2017, confirming the intent to vote in favour of the Preference Share Scheme, has been received from Coronation Asset Management Proprietary Limited which holds in aggregate 112 489 Astrapak Preference Shares, representing 7.50% of the voting power if all Preference Scheme Shares are voted at the Preference Share Scheme Meeting or any adjournment thereof.

4.5.3 Dealings in Preference Shares by the parties who have provided irrevocable undertakings for the period beginning six months before the Offer Period and ending on the Last Practicable Date are as follows:

Preference Shareholder Date

Purchase/ Sale

Volume Purchased/

sold


(cents)

Aylett & Co20 June 2016 Purchase 400 7 520.0024 June 2016 Purchase 256 7 301.0027 June 2016 Purchase 189 7 250.0014 July 2016 Purchase 2 500 7 450.0022 July 2016 Purchase 750 7 600.008 August 2016 Purchase 2 500 7 450.0010 August 2016 Purchase 7 500 7 450.0012 August 2016 Purchase 4 118 7 400.0015 August 2016 Purchase 10 000 7 400.0026 August 2016 Sale 4 118 7 466.0026 August 2016 Purchase 4 118 7 466.001 September 2016 Purchase 40 7 500.005 September 2016 Purchase 3 180 7 500.006 September 2016 Purchase 500 7 500.004 October 2016 Purchase 700 7 500.0017 October 2016 Purchase 700 7 600.0018 October 2016 Purchase 1 000 7 600.0019 October 2016 Purchase 1 530 7 475.0024 October 2016 Purchase 784 7 500.001 November 2016 Purchase 566 7 992.212 November 2016 Purchase 2 000 7 800.004 November 2016 Purchase 2 906 7 745.1321 November 2016 Purchase 7 280 8 490.0024 November 2016 Purchase 88 8 000.0029 November 2016 Purchase 1 902 8 000.007 December 2016 Purchase 316 8 400.0019 December 2016 Purchase 280 9 550.0020 December 2016 Purchase 7 124 9 649.3723 December 2016 Purchase 11 9 650.006 January 2017 Purchase 4 042 9 650.0031 January 2017 Purchase 5 000 9 850.00

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Preference Shareholder Date

Purchase/ Sale

Volume Purchased/

sold


(cents)

Element Investment Managers

12 July 2016 Purchase 841 7 430.0012 July 2016 Purchase 636 7 430.0012 July 2016 Purchase 23 7 430.0014 July 2016 Purchase 14 859 7 450.0014 July 2016 Purchase 11 264 7 450.0014 July 2016 Purchase 412 7 450.0020 July 2016 Purchase 137 7 500.0021 July 2016 Purchase 200 7 500.0027 July 2016 Purchase 800 7 500.0016 August 2016 Purchase 394 7 400.0019 August 2016 Purchase 6 850 7 450.0019 August 2016 Purchase 7 748 7 450.007 September 2016 Purchase 200 7 500.0028 September 2016 Purchase 35 7 450.0029 September 2016 Purchase 1 000 7 450.007 November 2016 Purchase 867 8 000.007 November 2016 Purchase 833 8 000.0016 November 2016 Purchase 918 8 270.0016 November 2016 Purchase 882 8 270.0023 November 2016 Purchase 612 8 000.0023 November 2016 Purchase 588 8 000.00

Momentum Asset Management

August 2016 Sale 1 700 7 400.00

4.6 Adequacy of capital and solvency and liquidity test

4.6.1 The Directors of Astrapak have considered the impact of implementing the Repurchase of the Preference Shares and are of the opinion that the provisions of section 4 and section 48 of the Companies Act have been complied with and that:– Astrapak and the Astrapak Group will be able in the ordinary course of business to pay

its debts for a period of 12 months after the date of approval of this Circular;– the assets of Astrapak and the Astrapak Group will be in excess of the liabilities of

Astrapak and the Astrapak Group for a period of 12 months after the date of approval of this Circular. For this purpose, the assets and liabilities have been measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements which comply with the Companies Act;

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

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

4.6.2 It is further recorded that:– in terms of section 46(1)(a)(ii) of the Companies Act, the Board has, by resolution,

approved the Repurchase of the Preference Shares (to be implemented by way of the Preference Share Scheme);

– in terms of section 46(1)(b) of the Companies Act, the Board is satisfied that it reasonably appears that Astrapak will satisfy the solvency and liquidity test, as set out in section 4(1) of the Companies Act (“Solvency and Liquidity Test”), immediately after completing the Repurchase of the Preference Shares pursuant to the Preference Share Scheme;

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– in terms of section 46(1)(c) of the Companies Act, the Board has, by resolution, acknowledged that it has applied the Solvency and Liquidity Test, and reasonably concluded that Astrapak will satisfy the Solvency and Liquidity Test immediately after completing the Repurchase of the Preference Shares pursuant to the Preference Share Scheme; and

– the Preference Share Consideration will be distributed firstly, from Astrapak’s “Contributed Tax Capital” (as defined in section 1 of the Income Tax Act) to the extent of the “Contributed Tax Capital” attributable to the Preference Share, with the balance (if any) being distributed from Astrapak’s profits/reserves.

4.7 Opinions and recommendations

4.7.1 Appointment of an Independent Expert

The Independent Board has appointed the Independent Expert, an independent advisor acceptable to the Panel, to provide an independent professional expert’s opinion regarding the Preference Share Scheme and to make appropriate recommendations to the Independent Board in the form of a report contemplated in section 114(3) of the Companies Act.

4.7.2 Report of the Independent Expert

The Independent Expert has, as contemplated in regulation 110(1) of the Takeover Regulations, performed a valuation on the Astrapak Preference Shares.

The report of the Independent Expert also includes the items required by section 114(3) of the Companies Act.

Taking into consideration the terms and conditions of the Preference Share Scheme, the Independent Expert is of the opinion that such terms and conditions are fair and reasonable to Astrapak Preference Shareholders. Preference Shareholders are referred to Annexure 2 to this Circular, which sets out the full text of the report of the Independent Expert regarding the Preference Share Scheme.

4.7.3 Opinion of the Independent Board

The Independent Board, after due consideration of the report of the Independent Expert regarding the Preference Share Scheme, and in accordance with its responsibilities in terms of regulation 110 of the Takeover Regulations, has formed a view of the range of the fair value of the Astrapak Preference Shares, which accords with the valuation range contained in the Independent Expert’s opinion. The Preference Share Scheme Consideration exceeds both the fair value per Astrapak Preference Share and the current traded price per Astrapak Preference Share as at the Last Practicable Date.

The Independent Board, taking into account the report of the Independent Expert regarding the Preference Share Scheme, has considered the terms and conditions thereof, and are unanimously of the opinion that the terms and conditions of the Preference Share Scheme are fair and reasonable to Preference Shareholders and, accordingly, recommend that Preference Share Scheme Members vote in favour of the Preference Share Scheme Resolution.


The members of the Independent Board collectively and individually accept responsibility for the information contained in this Circular to the extent that it relates to Astrapak. In addition, they certify that, to the best of their knowledge and belief, the information contained in this Circular pertaining to Astrapak is true and, where appropriate, the Circular does not omit anything that is likely to affect the importance of the information contained in this Circular pertaining to Astrapak. No director on the Independent Board is excluded from this statement.

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5. UNBUNDLING AND LISTING

5.1 Background and rationale for the Unbundling

As set out in the Firm Intention Announcement released on SENS on 15 December 2016, Astrapak Shareholders were informed of, inter alia, the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board between Astrapak and the Astrapak Ordinary Shareholders. Astrapak Shareholders were further informed that the Offer was submitted on the basis that, inter alia, Astrapak’s Non-Core Assets (which include, inter alia, the Flexibles’ Operations comprising Peninsula Packaging, Barrier Film Converters and Plusnet Geotex) will prior to, or in parallel with, the implementation of the Ordinary Share Scheme, be distributed to Astrapak Ordinary Shareholders.

Accordingly, the Astrapak Board has resolved, in addition to the Ordinary Share Scheme, to unbundle all its Shares in Master Plastics, a recently established wholly-owned Subsidiary of Astrapak which will house all the Non-Core Assets, to Astrapak Ordinary Shareholders by way of a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46 of the Income Tax Act, in the intended ratio of one Master Plastics Share for every one Astrapak Ordinary Share held at the close of business on the Unbundling Record Date, and separately list Master Plastics on the AltX.

In terms of the Implementation Agreement, Astrapak has confirmed that:5.1.1 all Non-Core Assets will, prior to the date of the Ordinary Share Scheme Meeting, be

transferred to Master Plastics; and5.1.2 the ordinary shares in Master Plastics distributed to Astrapak Gauteng and the ASOS Trust

pursuant to the Unbundling, will, on the Business Day immediately prior to the Ordinary Share Scheme Implementation Date, be sold back to Master Plastics at a repurchase consideration of R0.01 per share in Master Plastics, which will not form part of the Astrapak Group for purposes of the Implementation Agreement.

Pursuant to paragraph 5.1.2 above, on 30 March 2017, the board of directors and the sole shareholder of Master Plastics, being Astrapak, resolved that, should Astrapak Gauteng and the ASOS Trust receive any Master Plastics Shares pursuant to the Unbundling, they shall purchase the Master Plastics Shares for a consideration of R0.01 per Master Plastics Share, on the Business Day immediately prior to the Ordinary Share Scheme Implementation Date, or if the Ordinary Share Scheme does not become unconditional and is not implemented, on the Business Day immediately after the Unbundling.

Astrapak has also, in terms of the Implementation Agreement, undertaken that:

5.1.3 by no later than the Ordinary Share Scheme Conditions Fulfilment Date:5.1.3.1 each of the Astrapak Ordinary Shareholders as at the Ordinary Share Scheme

Record Date will acquire a corresponding shareholding interest in Master Plastics pursuant to the Unbundling; and

5.1.3.2 Master Plastics’ Shares are listed on the AltX; and

5.1.4 on the Business Day immediately prior to the Ordinary Share Scheme Implementation Date, each of Astrapak Gauteng and the ASOS Trust sells back to Master Plastics all shares in Master Plastics distributed to it, at a repurchase consideration of R0.01 per share in Master Plastics.

As set out in Astrapak’s condensed unaudited interim results for the six months ended 31 August 2016, the Company’s three remaining Flexibles Operations namely, Peninsula Packaging, Barrier and Plusnet Geotex, which were classified as held-for-sale, are performing well and in line with budget in the aggregate.

The last 24 months of the implementation of Astrapak’s restructuring initiatives have seen significant re-investment into, restructuring and repositioning of these Flexibles Operations, thereby creating competitive operations which have the ability to be market leaders. These operations, which are focused on niche best-in-class technologies, have a wide geographic footprint and are led by experienced management teams who are experts in their field.

The Unbundling will provide Astrapak Ordinary Shareholders with the opportunity to participate directly in the Company’s Flexibles Operations.

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5.2 Conditions to the implementation and further details of the Unbundling

5.2.1 The implementation of the Unbundling is subject to the suspensive condition that by no later than 23:59 on the Long-Stop Date all the resolutions proposed at the General Meeting of Astrapak Shareholders, the Ordinary Share Scheme Meeting and the Preference Share Scheme Meeting have been duly passed.

5.2.2 Upon the Unbundling becoming unconditional in accordance with paragraph 5.2.1 above, and prior to implementation of the Ordinary Share Scheme, Astrapak will distribute all of the Master Plastics Distribution Shares to its Ordinary Shareholders by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act.

5.2.3 Astrapak Ordinary Shareholders will receive one Master Plastics Share for every one Astrapak Ordinary Share held on the Unbundling Record Date (subject to the rounding convention applied by the JSE).

5.3 Procedure for the implementation of the Unbundling

5.3.1 Certificated Ordinary Shareholders should pay special attention to the provisions of the following paragraph since Master Plastics will not issue any individual Master Plastics share certificates to which they are entitled in relation to the Unbundling. Certificated Ordinary Shareholders will be required to move into a Dematerialised environment. If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker or other professional advisor.

For the purposes of the Unbundling, Astrapak Ordinary Shareholders will be issued their respective Master Plastics Shares in Dematerialised form only. Accordingly, Certificated Ordinary Shareholders must appoint a CSDP under the terms of the Financial Markets Act, directly or through a broker, to receive Master Plastics Shares on their behalf. Should a shareholder require a physical share certificate in terms of its Master Plastics Shares, it will have to materialise its Master Plastics Shares following the Listing, and should contact its CSDP to do so.

Shareholders should note that there are risks associated with holding shares in certificated form, including the risk of loss or tainted scrip, which is no longer covered by the JSE Guarantee Fund. Shareholders who elect to convert their Dematerialised shares into certificated shares will have to Dematerialise their shares should they wish to trade them in accordance with the rules of Strate.

The Master Plastics Shares accruing to any unknown/untraceable Astrapak Certificated Ordinary Shareholders will be transferred to Computershare Nominees Proprietary Limited and held in accordance with the Custody Agreement.

Should an Astrapak Ordinary Shareholder wish to claim his Master Plastics Shares, he will have to give an instruction to his CSDP, broker or custodian to receive the Master Plastics Shares from Computershare CSDP, the latter together with Astrapak’s Transfer Secretaries will verify the holding and validity of the Master Plastics Shares to be transferred. The Transfer Secretaries may require supporting documentation and will advise the Shareholder accordingly. Beneficial ownership will be recorded on a sub-register with the Transfer Secretaries (known as the nominee sub-register) but held in aggregate with Computershare CSDP in Dematerialised format.

The Master Plastics Shares will then be transferred into such account with the CSDP or broker as may have been specified by the Astrapak Ordinary Shareholder concerned provided that such account must be within South Africa in the case of a resident but may in the case of a non-resident be inside or outside of South Africa.

Should an unknown/untraceable Astrapak Certificated Ordinary Shareholder not wish to open an account with a CSDP or broker it may, by completing such forms as the Transfer Secretaries may require, instruct the Transfer Secretaries to sell its Master Plastics Shares to which it is entitled and remit the cash into an account with a South African bank on its behalf.

5.3.2 Documents of Title in respect of Astrapak Ordinary Shares are not required to be surrendered in order to receive the Master Plastics Distribution Shares.

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5.4 Governing law

The Unbundling will be governed by the laws of South Africa.

5.5 Offer not made where not legally permitted

5.5.1 The legality of the Unbundling to persons resident in jurisdictions outside of South Africa may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about any applicable legal requirements, which they are obligated to observe. It is the responsibility of any such person wishing to participate in the Unbundling to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith.

5.5.2 In particular, the Unbundling is not being made, directly or indirectly, in or into any jurisdiction where it is not legally permitted for the unbundling to be made or accepted (“the affected jurisdictions”) including, inter alia, the United States of America, Canada, Australia, Japan and the Republic of Ireland.

5.5.3 Persons wishing to participate in the Unbundling should not use the mail of any of the affected jurisdictions or any such means, instrumentality or facility for any purpose, directly or indirectly, relating to the Unbundling.

5.5.4 Foreign excluded Astrapak Ordinary Shareholders’ Master Plastics Distribution Shares will be aggregated and disposed of on the JSE by the Transfer Secretaries for the benefit of the foreign excluded Astrapak Ordinary Shareholders. CSDPs will be responsible for informing the Transfer Secretaries of all Dematerialised Shares held by them on behalf of foreign Astrapak Ordinary Shareholders. The Transfer Secretaries will determine which Certificated Ordinary Shareholders are foreign Astrapak Ordinary Shareholders. The Transfer Secretaries will deem all Astrapak Ordinary Shareholders who are resident or whose registered addresses are in any country other than in the Common Monetary Area to be foreign excluded Astrapak Ordinary Shareholders, unless such Astrapak Ordinary Shareholders provide them with proof, either personally, through a representative or CSDP, satisfactory to the Astrapak Board, that they are entitled to receive Master Plastics Distribution Shares, or contact the Astrapak Board to make an alternative arrangement, by not later than the Unbundling Record Date.

(An analysis of the Register effected at the end of November 2016 reflected a local holding of 99.1% and, with 135 131 250 Ordinary Shares in issue, would mean only 1.2 million comprise foreign excluded Ordinary Shares.)

5.5.5 Foreign excluded Astrapak Ordinary Shareholders will, in respect of their Shareholdings, receive the average consideration per Share (net of costs) at which all foreign excluded Astrapak Ordinary Shareholders’ Master Plastics Distribution Shares were disposed of. The average consideration will be calculated and the consideration due to each foreign excluded Shareholder will be paid only once all these Shares have been disposed of. Astrapak Ordinary Shareholders who are not residents of South Africa or whose registered addresses fall outside of South Africa should contact their CSDP or broker if they are uncertain of the impact of the Unbundling on them.

5.6 Foreign Astrapak Ordinary Shareholders

5.6.1 The distribution of Master Plastics Shares to foreign Astrapak Ordinary Shareholders in terms of the Unbundling may be affected by the laws of foreign Astrapak Ordinary Shareholders’ relevant jurisdictions. Those foreign Astrapak Ordinary Shareholders should consult professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to realise their entitlement in terms of the Unbundling.

5.6.2 Astrapak Ordinary Shareholders are referred to paragraph 5.5 above, together with Annexures 12 and 13 to this Circular for further information on the restrictions applicable to foreign Astrapak Ordinary Shareholders.

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5.7 Exchange Control

5.7.1 Astrapak Ordinary Shareholders whose registered addresses are outside the Common Monetary Area will need to comply with the Exchange Control Regulations set out in Annexure 5 to this Circular.

5.7.2 If Astrapak Ordinary Shareholders are in any doubt as to what action to take they should consult their professional advisers.

5.8 Taxation considerations relating to the Unbundling

5.8.1 Astrapak intends to rely on the provisions of section 46 of the Income Tax Act and section 8(1)(a)(iv) of the STT Act in respect of the Unbundling. These sections provide relief from income tax, CGT, Dividend Tax and STT, which would ordinarily be payable in respect of an Unbundling of this nature.

5.8.2 Astrapak Ordinary Shareholders are referred to Annexure 13 to this Circular for information on the taxation consequences relating to the Unbundling.

5.9 Approvals

5.9.1 In terms of the Listings Requirements, where assets are unbundled and listed, shareholder approval is not required. Accordingly, Astrapak Shareholders will not be required to vote on the Unbundling and Listing.

5.9.2 As the Unbundling does not constitute a section 112 disposal in terms of the Companies Act, Astrapak Shareholders will not be required to vote on the Unbundling.

5.9.3 The Listing is, however, subject to approval by the relevant regulatory authorities, including the approval by the JSE of the Master Plastics Pre-Listing Statement, as the case may be. It is anticipated that, for this purpose, the Master Plastics Pre-Listing Statement will be distributed to Astrapak Ordinary Shareholders who are recorded in the Register on the Unbundling Record Date on or about 26 May 2017.

It is further anticipated that the Listing will occur on 24 May 2017.

5.10 Financial information relating to the Unbundling

5.10.1 Historical financial information

The historical financial information of Master Plastics for the three financial years ended 29 February 2016 will be set out in the Master Plastics Pre-Listing Statement.

5.10.2 Pro forma financial effects of the Unbundling and voluntary Repurchase of the Preference Shares

The table below set out the pro forma financial effects of the Unbundling and voluntary Repurchase of the Preference Shares on Astrapak’s earnings per Ordinary Share, headline earnings per Ordinary Share, net asset value per Ordinary Share and net tangible asset value per Ordinary Share.

The pro forma financial effects have been prepared to illustrate the impact of the Unbundling and voluntary Repurchase of the Preference Shares on the reported financial information of Astrapak for the six months ended 31 August 2016, had the Unbundling and voluntary Repurchase of the Preference Shares occurred on 1 March 2016 for statement of comprehensive income purposes and as at 31 August 2016 for statement of financial position purposes.

The pro forma financial effects have been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the annual financial statements of Astrapak for the financial year ended 29 February 2016.

The pro forma financial effects, which are the responsibility of the Astrapak Board, are provided for illustrative purposes only and, because of their pro forma nature, may not fairly present Astrapak’s actual financial position, changes in equity, results of operations or cash flow.

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The full pro forma financial effects are set out in Annexure 10 to this Circular, and the independent reporting accountant’s assurance report thereon is set out in Annexure 11 to this Circular.Six months ended 31 August 2016

Before the Unbundling

and voluntary Repurchase

of the Preference

Shares

Pro forma adjustments

– Unbundling

Pro forma financial

information after the

Unbundling before

voluntary Repurchase

of the Preference

Shares

Voluntary Repurchase

of the Preference

Shares

Pro forma financial

information after the

Unbundling and voluntary

Repurchase of the

Preference Shares

Percentage change

(R’000) (R’000) (R’000) (R’000) (R’000) (%)

Basic earnings per share (cents) (30.0) (3.7) (33.7) 1.0 (32.7) (9.0)Continuing operations (30.5) (0.9) (31.4) 1.0 (30.4) (0.3)Discontinued operations 0.5 (2.8) (2.3) – (2.3) 560.0Headline earnings per share (cents) 4.5 (12.5) (8.0) 1.0 (7.0) (255.6)Continuing operations (4.7) (1.0) (5.7) 1.0 (4.7) –Discontinued operations 9.2 (11.5) (2.3) – (2.3) (125.0)Net asset value per share (cents) 820 (215) 606 (125) 481 (41.3)Tangible net asset value per share (cents) 770 (213) 556 (125) 431 (44.0)Weighted average number of shares in issue (000’s) 121 035 – 121 035 – 121 035 –Total number of shares in issue (000’s) 135 131 – 135 131 – 135 131 –

Notes:

1. The “Before Unbundling and voluntary Repurchase of the Preference Shares” column represents extracts of Astrapak’s reported unaudited interim results for the six months ended 31 August 2016 adjusted for the subsequent event represented by the disposal of the Denver Property for a gross purchase consideration of R88.0 million.

2. The effects on the basic earnings per share and headline earnings per share are calculated based on the assumption that the Unbundling and the voluntary Repurchase of the Preference Shares was effected on 1 March 2016.

3. The following should be noted in respect of pro forma effects reflected in the statements of comprehensive income:

i. The income, expenditure and related taxes of the entities to be unbundled and which were previously included in discontinued operations, were reversed. The remaining expenses relate to operations discontinued or disposed of in prior periods and are unrelated to the unbundled assets.

ii. Transaction costs in respect of the Unbundling of R3.1 million are deemed to be non-tax deductible, one-off in nature and for the account of Astrapak. A reversal of admin expenses of R279 000 in respect of costs associated with the unbundled assets has reduced the number to reflect a net amount of R2.821 million. These costs were taxable and the full tax expense is reversed accordingly.

iii. All financial effects, with the exception of transaction costs, are ongoing.

iv. Non-controlling interests in reported profits, in as far as they relate to assets to be unbundled, specifically Coralline Investments Proprietary Limited, has been reversed as the business is part of the unbundled assets.

v. No interest cost has been accounted for in respect of funds utilised to voluntarily repurchase the Preference Shares as such repurchase will be affected out of existing cash resources and proceeds from property disposal transactions already announced.

4. The effects on net asset value per share and tangible asset per share are calculated based on the assumption that the Unbundling and voluntary Repurchase of the Preference Shares was effected as at 31 August 2016.

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5. The following should be noted in respect of pro forma effects reflected in the statements of financial position:

i. The relevant assets will be unbundled by way of an in specie dividend distribution and no proceeds will be received as this does not represent a third-party disposal. Retained income has been reduced accordingly to reflect this distribution.

ii. Transaction costs of R1.2 million are deemed to have been cash settled.

iii. The minority interest associated with Coralline Investments Proprietary Limited has been reversed as the assets will be unbundled.

iv. The Non-Distributable Reserve which relates to the mark-to-market of properties to be unbundled has been reversed.

v. The voluntary Repurchase of the Preference Shares will be affected out of a fresh issue of debt as represented by a facility already made available to Astrapak by Nedbank Limited. This facility will be settled out of cash proceeds from property disposal transactions already announced and the cost of R151.5 million associated with the repurchase has accordingly been allocated against cash.

6. An irrevocable, unconditional bank guarantee in the amount of R150 000 000 (“Preference Share Cash Guarantee”) adjustment. The sole purpose of the Preference Share Cash Guarantee is to discharge the Preference Share Scheme Consideration.

6. CONSENTS

The Corporate Advisor and Transaction Sponsor, Legal Advisors, Independent Expert, Corporate Advisor to RPC, Independent Reporting Accountants and Auditors and the Transfer Secretaries listed in the section entitled ‘Corporate Information’ have consented in writing to act in the capacities stated and to their names being stated in this Circular and, where applicable, to the inclusion of their reports in the form and context in which they have been reproduced in this Circular, and have not, prior to the Last Practicable Date, withdrawn their consents prior to publication of this Circular.

7. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection at the office of Astrapak, Rivonia Village, 2nd Floor, Corner Mutual Road and Rivonia Boulevard, Rivonia, Johannesburg, 2191 and the office of the Corporate Advisor and Transaction Sponsor to Astrapak, 2nd Floor, North Block, Hyde Park Office Tower, corner 6th Road and Jan Smuts Avenue, Hyde Park, 2196, during normal business hours from Friday, 7 April 2017 up to and including Friday, 12 May 2017:

– the memoranda of incorporation of Astrapak and its Subsidiaries;– a signed copy of the Implementation Agreement and the addenda thereto;– the opinions of the Independent Expert;– Astrapak’s audited annual financial statements for the three years ended 28 February 2016,

29 February 2015 and 28 February 2014;– Astrapak’s interim financial results for the six-month period ended 31 August 2016;– copies of the irrevocable undertaking/s and letters of comfort referred to in paragraphs 3.10 and

4.5 above;– the letter of approval of the Circular from the Panel;– the written consents referred to in paragraph 6 above;– a copy of the ASOS Trust trust deed; and– a signed copy of this Circular.

SIGNED ON BEHALF OF THE INDEPENDENT BOARD

SIGNED ON BEHALF OF THE ASTRAPAK BOARD

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS OF RPC GROUP PLC

Phumzile Langeni Robin Moore Pim VervaatChairperson Chief Executive Officer Chief Executive Officer

7 April 2017 7 April 2017 7 April 2017

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ANNEXURE 1

OPINION OF THE INDEPENDENT EXPERT IN RESPECT OF THE ORDINARY SHARE SCHEME

“The Independent BoardAstrapak Limited5 Kruger StreetDenverJohannesburg, 2001

30 March 2017

Dear Sirs

FAIR AND REASONABLE OPINION ON THE PROPOSED SCHEME OF ARRANGEMENT PURSUANT TO S114 OF THE COMPANIES ACT TO BE PROPOSED BY THE BOARD OF ASTRAPAK LIMITED (“ASTRAPAK” OR “THE COMPANY”)

Introduction

We have agreed to provide a fair and reasonable opinion in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended (“the Companies Act”) along with the Takeover Regulations issued in terms of section 120 of the Companies Act, as amended (“Takeover Regulations”) in respect of an agreement (“the Implementation Agreement”) entered into between Astrapak and RPC Group Plc (“RPC”) on 14 December 2016. In terms of the Implementation Agreement the board of Astrapak will propose a scheme of arrangement (“the Ordinary Share Scheme”) to Astrapak ordinary shareholders (“the Ordinary Share Scheme Members”) to give effect to the acquisition by RPC of the Ordinary Scheme Shares for the Ordinary Share Scheme Consideration.

Full details of the Ordinary Share Scheme are set out in the circular to be issued to Astrapak shareholders on or about 7 April 2017 (“the Circular”). Terms defined in the Circular have, unless the context requires otherwise, the same meanings in this report as given to them elsewhere in the Circular.

Responsibility

The Circular and compliance with the Companies Act is the responsibility of the directors of Astrapak. Our responsibility is to report on the fairness and reasonableness of the terms and conditions of the Ordinary Share Scheme in accordance with the Companies Act and the Takeover Regulations.

Meaning of fair and reasonable in terms of the Companies Act and Takeover Regulations

We consider that the effect of the Companies Act and Takeover Regulations in the context of the Ordinary Share Scheme is that:• fairness is measured relative to our independently derived fair value range of the Ordinary Scheme Shares;

and• reasonableness is measured relative to the traded price of the Ordinary Scheme Shares at the time the

Ordinary Share Scheme Consideration was announced, or at some other more appropriate identifiable time.

For illustrative purposes, in the case of an acquisition such as this, the transaction may be said to be fair to the Ordinary Share Scheme Members if the Ordinary Share Scheme Consideration is equal to or more than the fair value of the Ordinary Scheme Shares and reasonable to Ordinary Share Scheme Members if the Ordinary Share Scheme Consideration is equal to or more than the traded price of the Ordinary Scheme Shares at the time that the Scheme was announced.

In preparing our opinion we will apply the aforementioned principles.

Sources of information

We have relied on information from the following sources in arriving at our opinions:

• the historic financial information of Astrapak comprising the annual financial statements for the year ended 29 February 2016 and the January management accounts for the year ended 28 February 2017 (“the Historic Financial Information”);

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• the forecast financial information of Astrapak for the years ended 28 February 2017 and the year ending 28 February 2018 as prepared by management of Astrapak (“the Forecast”);

• the Implementation Agreement;• RPC’s binding offer letter accepted by Astrapak on 14 December 2016 (“the Binding Offer Letter”);• the Circular and announcements issued in terms of the Ordinary Share Scheme;• the management representation letter issued to us in terms of our opinion;• information and assumptions made available by and discussions held with the directors and management

of Astrapak; and• the terms and conditions of and rationale for the Ordinary Share Scheme.

Where practical, we have corroborated the reasonability of the information provided to us for the purposes of our opinion, including publicly available information, whether in writing or obtained in discussion with management of Astrapak. Where possible, such information has been substantiated by reference to supporting documentation and other corroborating evidence. Whilst our work has involved an analysis of the financial information, as provided to us, our engagement does not constitute, nor does it include an audit or review in accordance with International Standards on Auditing. We have not and we do not assume responsibility or liability for such information.

Scope and factors considered

In preparing our opinion on the Scheme we have:

• Reviewed the Historic Financial Information.• Reviewed the terms and conditions of and rationale for the Ordinary Share Scheme.• Reviewed the Forecast and obtained an understanding of the basis on which the Forecast was prepared.

Checked the arithmetical accuracy of the Forecast and reviewed the assumptions applied in the Forecast for reasonableness through discussions with management of Astrapak as well as through comparison with the Historic Financial Information.

• Performed an independent valuation of the Ordinary Scheme Shares which excludes the Master Plastics Shares, the Denver Property Amount, the Completion Calculation Amount and the Agterskot Litigation Consideration. The valuation was performed using earnings yield methodology in terms of which a suitable earnings yield is applied to the company’s maintainable earnings attributable to Ordinary Share Scheme Members.

• Key assumptions applied in performing the valuation were as follows: – An earnings yield of 11.4%; and – long-term growth of 6.00% per annum.

• Other key internal value drivers included working capital and capital expenditure requirements, operating margins, the well-established nature of the group, earnings history and expected future growth of the business. External value drivers, including interest rates, forecast gross domestic product growth rates in South Africa, current and forecast consumer price index rates in South Africa, selected sector data and prevailing market and industry conditions were also considered in assessing the forecast cash flows and risk profile of the company.

• Reviewed the Implementation Agreement and the Binding Offer Letter;• Reviewed the Circular and announcements issued in terms of the Ordinary Share Scheme;• Reviewed information and assumptions made available by and discussions held with the directors and

management of Astrapak;• A range of final valuation values attributable to the Ordinary Scheme Shares has been considered. The

range has been calculated based on increasing, and decreasing the earnings yield used in the valuation. The value of an Ordinary Scheme Share taking this into account is R3.12 to R3.72 with a core value of R3.42 used for purposes of expressing our opinion.

• We have performed a sensitivity analysis on our valuation.• We performed a reasonability check on the valuation of the Ordinary Scheme Shares by considering the

relative value method in terms of which an appropriate and comparable market multiple is applied to the earnings of Astrapak to obtain a market value of the Ordinary Scheme Shares.

• Considered the Ordinary Share Scheme Consideration relative to our valuation of the Ordinary Scheme Shares.

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• Reviewed the historical volumes and prices of the Ordinary Scheme Shares as traded on the JSE.• Considered the Ordinary Share Scheme Consideration relative to the spot, 30-day, 60-day and 90-day

VWAP of the Ordinary Scheme Shares at the date of announcement of the Ordinary Share Scheme, being 15 December 2016. On that day the Ordinary Shares closed at R6.00 and the 30-day, 60-day and 90-day VWAP’s prior to that date were R5.53, R4.30 and R4.10 respectively.

• Considered the terms of the Preference Share Scheme and in particular the inter-conditionality of the Preference Share Scheme and the Ordinary Share Scheme.

• Considered the irrevocable undertakings received from shareholders representing 51.26% of the Ordinary Share voting power to vote in favour of the Ordinary Share Scheme as well as the letter of comfort received from Coronation Asset Management Proprietary Limited which holds, on behalf of its clients, Ordinary Shares representing 28.40% of the Ordinary Share voting power.

• Considered Astrapak’s management representation letter obtained in respect of the opinion which confirms the following: – management are not aware of any price sensitive information (as defined in the JSE Listings

Requirements) not already in the public domain which if made public would be reasonably likely to have a material effect on the price of Astrapak securities; and

– the Forecast is management’s best estimate of the results of Astrapak for the forecast periods.

Additional disclosure required in accordance with section 114 (3) of the Companies Act

In accordance with section 114(3) of the Companies Act we disclose the following information:

• The prescribed information relevant to the value of the securities affected by the Ordinary Share Scheme have been documented in the ‘scope and factors considered’ section above.

• Prior to the implementation of the Ordinary Share Scheme the Company has 135 131 250 and 1 500 000 ordinary and preference shares respectively in issue (based on information available at the last practicable date, as defined in the Circular). On implementation of the Ordinary Share Scheme the Ordinary Scheme Shares will be acquired. Therefore all holders of Ordinary Scheme Shares will be affected by the Ordinary Share Scheme.

• Based on the work performed in the ‘scope and factors considered’ section above, the material effects of the proposed arrangement on the compensation that Ordinary Share Scheme Members will receive in terms of the Ordinary Share Scheme is that the Ordinary Scheme Shares will be acquired at a minimum R6.40 per share whilst we have valued the Ordinary Scheme Shares at a core value of R3.42 for purposes of expressing our opinion.

• The Scheme Consideration payable for the Scheme Shares will be discharged out of RPC’s existing cash resources.

• The table below sets out the direct and indirect beneficial holdings of Ordinary Scheme Shares by the board of directors of the Company (and their associates) as at the last practical date, including any directors who have resigned during the last 18 months, before the implementation of the Scheme.

Director

Number of ordinary shares

held directly

Number of ordinary shares held by related or inter-related

parties Total

Percentage of issued share

capital (%)

RI Moore 528 690 – 528 690 0.39%PC Botha – 40 440 479 40 440 479 29.93%M Diedloff 533 385 – 533 385 0.39%

Total 1 062 075 40 440 479 41 502 554 30.71%^

No directors have resigned during the last 18 months.^ The percentage of issued share capital has been calculated using the total number of shares in issue including the treasury shares.

• The table below sets out the direct and indirect beneficial holdings of Ordinary Scheme Shares by the board of directors of the Company (and their associates) as at the last practical date, including any directors who have resigned during the last 18 months, after the implementation of the Ordinary Share Scheme.

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Director


held directly


parties Total


capital (%)

RI Moore – – – –%PC Botha – – – –%M Diedloff – – – –%

Total – – – –%^

• In accordance with section 114(3)(g) of the Act, the provisions of sections 115 and 164 of the Act are attached as Annexures 6 and 7 respectively to the Circular.

• We have provided our report to the independent board of directors of Astrapak who have confirmed that it will be distributed to all holders of Astrapak securities.

Opinion

Our opinion is based on the economic, regulatory, market and other conditions in effect on, and information made available to us, at the date of our report. Subsequent developments may affect this opinion which we are under no obligation to update, review or re-affirm.

The report on the Ordinary Share Scheme is provided solely for the benefit of the independent board of directors of Astrapak in connection with and for the purpose of their consideration of the Ordinary Share Scheme. It may not be reproduced in any form save with our prior written consent.

In accordance with the Companies Act and Takeover Regulations, based upon and subject to the foregoing, we are of the opinion, at 30 March 2017 that the Ordinary Share Scheme is fair and reasonable to the Ordinary Share Scheme Members.

An individual shareholder’s decision may be influenced by his or her particular circumstances. This opinion does not purport to cater for each shareholder’s circumstances and risk profile, but rather the general body of shareholders taken as a whole. Should a shareholder be in any doubt as to what action to take, he or she should consult an independent advisor.

Limiting conditions

Our valuation of the Ordinary Scheme Shares has been prepared using earnings yield methodology and is dependent on the Forecast. Forecasts in general relate to future events and are based on assumptions that may not correspond with those future events. Whilst we have reviewed the Forecast and are of the opinion that it appears reasonable, we cannot express an opinion as to how closely it will correspond to the actual results. Should the Forecast materially differ from actual results this may have an effect on our valuation to the extent that we may alter our opinion.

Conclusion

We record that no persons who form part of the staff of Grant Thornton Advisory Services Proprietary (Pty) Ltd who are directly or indirectly involved in preparing this fair and reasonable opinion have any interest in:

• the issued share capital of Astrapak or RPC; and/or• the success or failure of the Ordinary Share Scheme.

The fee payable in connection with this opinion is R190 000 excluding VAT. This fee is not contingent on or related to the outcome of the Ordinary Share Scheme.

We further record that Grant Thornton Advisory Services (Pty) Ltd has the necessary competence to act as the independent expert for purposes of this opinion.

We hereby consent to the inclusion of this letter in its entirety in the Circular.

Yours faithfully

Duncan ChurchDirector

52 Corlett Drive, Wanderers Office ParkIllovo, 2196”

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ANNEXURE 2

OPINION OF THE INDEPENDENT EXPERT IN RESPECT OF THE PREFERENCE SHARE SCHEME

“The Astrapak BoardAstrapak Limited5 Kruger StreetDenverJohannesburg, 2001

30 March 2017

Dear Sirs

FAIR AND REASONABLE OPINION ON THE SCHEME OF ARRANGEMENT PROPOSED BY ASTRAPAK LIMITED (“ASTRAPAK” OR “THE COMPANY”) WITH REGARD TO THE VOLUNTARY REPURCHASE OF ITS ISSUED PREFERENCE SHARES

Introduction

We have agreed to provide a fair and reasonable opinion in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”) along with the Takeover Regulations issued in terms of section 120 of the Companies Act, as amended (“Takeover Regulations”) in respect of the scheme of arrangement proposed by the Company with regard to the voluntary repurchase of its issued preference shares (“the Preference Share Scheme”).

Our opinion in terms of section 114 of the Companies Act and the Takeover Regulations is required as the Preference Share Scheme will result in Astrapak acquiring in excess of 5% of its issued preference share capital and the Preference Share Scheme is therefore subject to the provisions of sections 48, 114 and 115 of the Companies Act.

Full details of the Preference Share Scheme are set out in the circular to be issued to Astrapak shareholders on or about 7 April 2017 (“the Circular”). Terms defined in the Circular have, unless the context requires otherwise, the same meanings in this report as given to them elsewhere in the Circular.

Responsibility

The Circular and compliance with the Companies Act is the responsibility of the directors of Astrapak. Our responsibility is to report on the fairness and reasonableness of the terms and conditions of the Preference Share Scheme in accordance with the Companies Act and the Takeover Regulations.

Meaning of fair and reasonable in terms of the Companies Act and Takeover Regulations

We consider that the effect of the Companies Act and Takeover Regulations in the context of the Preference Share Scheme is that:• fairness is measured relative to our independently derived fair value range of the Preference Shares; and• reasonableness is measured relative to the traded price of the Preference Shares at the time the

Consideration per Preference Share was announced, or at some other more appropriate identifiable time.

For illustrative purposes, in the case of a share repurchase such as this, the transaction may be said to be fair to Preference Shareholders if the consideration payable is equal to or more than the fair value of the Preference Shares that are the subject of the transaction and reasonable to Preference Shareholders if the consideration payable is equal to or more than the traded price of the Preference Shares at the time that the Preference Share Scheme was announced.

In preparing our opinion we will apply the aforementioned principles.

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Sources of information

We have relied on information from the following sources in arriving at our opinions:• the historic financial information of Astrapak comprising the annual financial statements for the year

ended 29 February 2016 and the January management accounts for the year ended 28 February 2017 (“the Historic Financial Information”);

• the forecast financial information of Astrapak for the year ended 28 February 2017 and year ending 28 February 2018 as prepared by management of Astrapak (“the Forecast”);

• the Circular and announcements to be issued in terms of the Preference Share Scheme;• the management representation letter issued to us in terms of the opinion;• information and assumptions made available by and discussions held with the directors and management

of Astrapak; and• the terms and conditions of and rationale for the Preference Share Scheme.

Where practical, we have corroborated the reasonability of the information provided to us for the purposes of our opinion, including publicly available information, whether in writing or obtained in discussion with management of Astrapak. Where possible, such information has been substantiated by reference to supporting documentation and other corroborating evidence. Whilst our work has involved an analysis of the financial information, as provided to us, our engagement does not constitute, nor does it include an audit or review in accordance with International Standards on Auditing. We have not and we do not assume responsibility or liability for such information.

Scope and factors considered

In preparing our opinion on the Preference Share Scheme we have:

• Reviewed the Historic Financial Information.• Reviewed the terms and conditions of and rationale for the Preference Share Scheme.• Reviewed the Forecast and obtained an understanding of the basis on which the Forecast was prepared.

Checked the arithmetical accuracy of the Forecast and reviewed the assumptions applied in the Forecast for reasonableness through discussions with management of Astrapak as well as through comparison with the Historic Financial Information.

• Calculated historical and forecast interest and dividend cover ratios.• Performed an independent valuation of the Preference Shares. The valuation was performed using a 2-stage

discounted cash flow (“DCF”) model in terms of which a suitable discount rate was applied to the expected dividends attributable to the Preference Shares for the 3-year period ending 28 February 2020 to which was added the present value of the terminal value of the Preference Shares calculated by applying the discount rate to the expected Preference Share dividend for the year ending 28 February 2021.

• Key assumptions applied in performing the valuation were as follows:– a discount rate of 11%; and– a prime overdraft rate at 28 February 2020 of 11.008%.

• Other key internal value drivers included working capital and capital expenditure requirements, operating margins, the well-established nature of the group, earnings history and expected future growth of the business. External value drivers, including interest rates, forecast gross domestic product growth rates in South Africa, current and forecast consumer price index rates in South Africa, selected sector data and prevailing market and industry conditions were also considered in assessing the forecast cash flows and risk profile of the Company.

• Reviewed the Circular and announcements to be issued in terms of the Preference Share Scheme;• Reviewed information and assumptions made available by and discussions held with the directors and

management of Astrapak;• A range of final valuation values attributable to the Preference Shares has been considered. The range has

been calculated based on increasing, and decreasing the discount rate used in the DCF valuation. The value of a Preference Share taking this into account is R84.90 to R89.16 with a core value of R86.99 used for purposes of expressing our opinion.

• We have performed a sensitivity analysis on our valuation.• We performed a reasonability check on the valuation of the Preference Shares by considering the dividend

yields on similar listed instruments.

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• Considered the Preference Share Scheme Consideration relative to our valuation of the Preference Shares.• Reviewed the historical volumes and prices of the Preference Shares as traded on the JSE.• Considered the Preference Share Scheme Consideration relative to the spot and 30-day VWAP of the

Preference Shares at the date of announcement, being 15 December 2016. On that day the Preference Shares closed at R89.01 and the 30-day VWAP prior to that date was R84.00.

• Considered the irrevocable undertakings received from shareholders representing 30.83% of the Preference Share voting power to vote in favour of the Preference Share Scheme as well as the letter of comfort received from Coronation Asset Management Proprietary Limited which holds, on behalf of its clients, Preference Shares representing 3.23% of the Preference Share voting power.

• Considered the management representation letter obtained in respect of the opinion which confirms the following: – management are not aware of any price sensitive information (as defined in the JSE Listings

Requirements) not already in the public domain which if made public would be reasonably likely to have a material effect on the price of Astrapak securities; and

– the Forecast is management’s best estimate of the results of Astrapak for the forecast periods.

Additional disclosure required in accordance with section 114 (3) of the Companies Act

In accordance with section 114(3) of the Companies Act we disclose the following information:• The prescribed information relevant to the value of the securities affected by the Preference Share Scheme

have been documented in the ‘scope and factors considered’ section above.• Prior to the implementation of the Preference Share Scheme the Company has 135 131 250 and

1 500 000 ordinary and preference shares respectively in issue (based on information available at the last practicable date, as defined in the Circular). On implementation of the Scheme the Preference Shares will be repurchased. Therefore all holders of the Preference Shares will be affected by the Preference Share Scheme.

• Based on the work performed in the ‘scope and factors considered’ section above, the material effects of the proposed arrangement on the compensation that Preference Share Scheme Members will receive in terms of the Preference Share Scheme is that the Preference Shares will be acquired at R100.00 per share whilst we have valued the Preference Shares at a core value of R86.99 for purposes of expressing our opinion.

• The Preference Share Scheme Consideration payable for the Preference Shares will be effected out of a fresh issue of debt as represented by a facility already made available to Astrapak by Nedbank Limited.

• The table below sets out the direct and indirect beneficial holdings of ordinary shares by the board of directors of the Company (and their associates) as at the last practical date, including any directors who have resigned during the last 18 months, before the implementation of the Scheme. The directors do not hold any Preference Shares, either beneficially or non-beneficially.

Director

Number of shares held

directly

Number of shares held

by related or inter-related

parties Total


capital (%)

RI Moore 528 690 – 528 690 0.39%PC Botha – 40 440 479 40 440 479 29.93%M Diedloff 533 385 – 533 385 0.39%

Total 1 062 075 40 440 479 41 502 554 30.71%^

No directors have resigned during the last 18 months.^ The percentage of issued share capital has been calculated using the total number of shares in issue including the treasury shares.

• The table below sets out the direct and indirect beneficial holdings of ordinary and preference shares by the board of directors of the Company (and their associates) as at the last practical date, including any directors who have resigned during the last 18 months, after the implementation of the Scheme.

75

Director


held directly


parties Total


capital (%)

RI Moore – – – –%PC Botha – – – –%M Diedloff – – – –%

Total – – – –%^

• In accordance with section 114(3)(g) of the Act, the provisions of sections 115 and 164 of the Act are attached to the Circular as Annexures 6 and 7 respectively.

• We have provided our report to the independent board of directors of Astrapak who have confirmed that it will be distributed to all holders of Astrapak securities.

Opinion

Our opinion is based on the economic, regulatory, market and other conditions in effect on, and information made available to us, at the date of our report. Subsequent developments may affect this opinion which we are under no obligation to update, review or re-affirm.

The report on the Preference Share Scheme is provided solely for the benefit of the independent board of directors of Astrapak in connection with and for the purpose of their consideration of the Preference Share Scheme. It may not be reproduced in any form save with our prior written consent.

In accordance with the Companies Act and Takeover Regulations, based upon and subject to the foregoing, we are of the opinion, at 30 March 2017 that the Preference Share Scheme is fair and reasonable to the Preference Share Scheme Members.

An individual shareholder’s decision may be influenced by his or her particular circumstances. This opinion does not purport to cater for each shareholder’s circumstances and risk profile, but rather the general body of shareholders taken as a whole. Should a shareholder be in any doubt as to what action to take, he or she should consult an independent advisor.

Limiting conditions

Our valuation of the Preference Shares has been prepared using DCF methodology and is dependent on the Forecast. Forecasts in general relate to future events and are based on assumptions that may not correspond with those future events. Whilst we have reviewed the Forecast and are of the opinion that it appears reasonable, we cannot express an opinion as to how closely it will correspond to the actual results.

Conclusion

We record that no persons who form part of the staff of Grant Thornton Advisory Services (Pty) Ltd who are directly or indirectly involved in preparing this fair and reasonable opinion have any interest in:

• the issued share capital of Astrapak; and/or• the success or failure of the Preference Share Scheme.

The fee payable in connection with this opinion is R190 000 excluding VAT. This fee is not contingent on or related to the outcome of the Preference Share Scheme.

We further record that Grant Thornton Advisory Services (Pty) Ltd has the necessary competence to act as the independent expert for purposes of this opinion.

We hereby consent to the inclusion of this letter in its entirety in the Circular.

Yours faithfully

Duncan ChurchDirector

52 Corlett Drive, Wanderers Office ParkIllovo, 2196”

76

ANNEXURE 3

RESTATED HISTORICAL AUDITED FINANCIAL INFORMATION OF ASTRAPAK FOR THE YEARS ENDED 29 FEBRUARY 2016, 28 FEBRUARY 2015 AND 28 FEBRUARY 2014

The report of restated historical financial information is the responsibility of the Directors of Astrapak.

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONas at 29 February 2016

Audited Audited AuditedFebruary

2016 February

2015 February

2014R’000 R’000 R’000

ASSETS

Non-current assets 886 990 933 932 1 446 435

Property, plant and equipment 821 935 734 314 1 225 125Goodwill 61 517 75 497 117 118Deferred taxation assets 38 69 326 46 868Investments and loans 3 500 54 795 57 324

Current assets 521 555 472 038 819 191

Inventories 174 614 130 378 289 491Accounts receivable 197 023 269 069 460 211Taxation receivable 2 262 2 577 6 820Investments and loans 19 599 – –Cash and cash equivalents 128 057 70 014 62 669

Assets classified as held-for-sale 431 962 688 569 32 098

Total assets 1 840 507 2 094 539 2 297 724

EQUITY AND LIABILITIESTotal equity 1 076 644 1 074 575 1 214 748

Equity attributable to ordinary shareholders of the parent 874 368 867 772 1 014 517Preference share capital and share premium 142 590 142 590 142 590Non-controlling interest 59 686 64 213 57 641

Non-current liabilities 252 062 343 324 452 721

Long-term interest-bearing debt 162 245 170 190 260 901Financial liabilities – – 904Deferred taxation liabilities 89 817 173 134 190 916

Current liabilities 349 087 398 168 617 284

Trade and other payables and provisions 263 143 299 693 464 080Shareholders for preference dividends 5 493 4 258 4 022Short-term interest-bearing debt 76 765 91 450 143 981Taxation payable 3 297 1 637 4 812Bank overdraft 389 1 130 389

Liabilities classified as held-for-sale 162 714 278 472 12 971

Total equity and liabilities 1 840 507 2 094 539 2 297 724

77

RE

STA

TE

D C

ON

SO

LID

AT

ED

STA

TE

ME

NT

OF

CO

MP

RE

HE

NS

IVE

INC

OM

Efo

r the

yea

r end

ed 2

9 Fe

brua

ry 2

016

Rep

ort

ed

Au

dit

edR

esta

ted

A

ud

ited

Rep

ort

ed

Au

dit

edR

esta

ted

A

ud

ited

Rep

ort

ed

Au

dit

edR

esta

ted

A

ud

ited

2016

2016

2015

2015

2014

2014

R’0

00

R’0

00

R’0

00

R’0

00

R’0

00

R’0

00

Rev

enu

e1

348

370

1 34

8 37

01

388

606

1 38

8 60

61

288

422

1 28

8 42

2C

ost o

f sal

es(1

046

890

)(1

046

890

)(1

096

525

)(1

096

525

)(9

49 6

67)

(949

667

)

Gro

ss p

rofit

301

480

301

480

292

081

292

081

338

755

338

755

Oth

er in

com

e2

128

2 12

830

131

30 1

31(2

7)(2

7)D

istri

butio

n an

d se

lling

cos

ts(1

04 3

30)

(104

330

)(9

9 39

2)(9

9 39

2)(9

0 52

1)(9

0 52

1)A

dmin

istra

tive

and

othe

r ope

ratin

g ex

pens

es(1

54 9

89)

(154

989

)(1

61 3

09)

(161

309

)(2

06 8

37)

(206

837

)

Pro

fit f

rom

op

erat

ion

s b

efo

re im

pai

rmen

ts44

289

44 2

8961

511

61 5

1141

370

41 3

70Im

pairm

ents

(12)

(12)

(36

632)

(36

632)

(7 7

47)

(7 7

47)

Pro

fit f

rom

op

erat

ion

s44

277

44 2

7724

879

24 8

7933

623

33 6

23In

vest

men

t inc

ome

12 2

6612

266

13 3

7213

372

14 6

1814

618

Fina

nce

cost

s(3

4 97

6)(3

4 97

6)(3

4 39

6)(3

4 39

6)(3

6 80

7)(3

6 80

7)

Pro

fit b

efo

re t

axat

ion

21 5

6721

567

3 85

53

855

11 4

3411

434

Taxa

tion

expe

nse

(14

887)

(14

887)

(14

891)

(14

891)

(5 9

37)

(5 9

37)

Pro

fit/(

loss

) fo

r th

e ye

ar f

rom

co

nti

nu

ing

op

erat

ion

s 6

680

6 68

0(1

1 03

6)(1

1 03

6)5

497

5 49

7

DIS

CO

NT

INU

ED

OP

ER

AT

ION

SPr

ofit/

(loss

) for

the

year

from

dis

cont

inue

d op

erat

ions

14 5

0814

508

(111

272

)(1

11 2

72)

(64

414)

(64

414)

Pro

fit/(

loss

) fo

r th

e ye

ar21

188

21 1

88(1

22 3

08)

(122

308

)(5

8 91

7)(5

8 91

7)O

ther

com

preh

ensi

ve lo

ss (n

ot to

be

recl

assi

fied

to p

rofit

and

lo

ss)

(594

)8

611

(4 8

13)

–(1

4 73

4)13

959

Tota

l co

mp

reh

ensi

ve in

com

e/(l

oss

) fo

r th

e ye

ar20

594

29 7

99(1

27 1

21)

(122

308

)(7

3 65

1)(4

4 95

8)

78

Rep

ort

ed

Au

dit

edR

esta

ted

A

ud

ited

Rep

ort

ed

Au

dit

edR

esta

ted

A

ud

ited

Rep

ort

ed

Au

dit

edR

esta

ted

A

ud

ited

2016

2016

2015

2015

2014

2014

R’0

00

R’0

00

R’0

00

R’0

00

R’0

00

R’0

00

Att

ribu

tab

le to

:O

rdin

ary

shar

ehol

ders

of t

he p

aren

t(3

902

)5

303

(143

309

)(1

38 4

96)

(96

393)

(67

700)

– Lo

ss fo

r the

yea

r fro

m c

ontin

uing

ope

ratio

ns(1

7 81

6)(1

7 81

6)(2

7 22

4)(2

7 22

4)(1

7 24

5)(1

7 24

5)

(Los

s)/p

rofit

for t

he y

ear f

rom

con

tinui

ng o

pera

tions

bef

ore

exce

ptio

nal i

tem

s(1

7 80

4)(1

7 80

4)9

408

9 40

8(9

498

)(9

498

)Ex

cept

iona

l ite

ms

(12)

(12)

(36

632)

(36

632)

(7 7

47)

(7 7

47)

– Pr

ofit/

(loss

) for

the

year

from

dis

cont

inue

d op

erat

ions

14 5

0814

508

(111

272

) (1

11 2

72)

(64

414)

(64

414)

– R

eval

uatio

n of

land

and

bui

ldin

gs (n

et o

f tax

)(5

94)

8 61

1 (4

813

)–

(14

734)

13 9

59

Pref

eren

ce s

hare

hold

ers

of th

e pa

rent

12 7

1812

718

10

890

10 8

9011

362

11 3

62N

on-c

ontro

lling

inte

rest

11 7

7811

778

5 2

985

298

11 3

8011

380

Tota

l co

mp

reh

ensi

ve p

rofit

/(lo

ss)

for

the

year

20 5

9429

799

(127

121

)(1

22 3

08)

(73

651)

(44

958)

Lo

ss p

er o

rdin

ary

shar

e (c

ents

)(2

.7)

(2.7

)(1

14.4

)(1

14.4

)(6

7.5)

(67.

5)

– C

ontin

uing

ope

ratio

ns(1

4.7)

(14.

7)(2

2.5)

(22.

5)(1

4.3)

(14.

3)–

Dis

cont

inue

d op

erat

ions

12.0

12.0

(91.

9)(9

1.9)

(53.

2)(5

3.2)

Fully

dilu

ted

loss

per

ord

inar

y sh

are

(cen

ts)

(2.7

)(2

.7)

(114

.0)

(114

.0)

(67.

4)(6

7.4)

– C

ontin

uing

ope

ratio

ns(1

4.7)

(14.

7)(2

2.4)

(22.

4)(1

4.2)

(14.

2)–

Dis

cont

inue

d op

erat

ions

12.0

12.0

(91.

6)(9

1.6)

(53.

2)(5

3.2)

79

RECONCILIATION OF HEADLINE EARNINGSfor the year ended 29 February 2016

Audited Audited Audited2016 2015 2014

R’000 R’000 R’000

Ordinary shareholders of the parent (3 308) (138 496) (81 659)

– Continuing operations (17 816) (27 224) (17 245)– Discontinued operations 14 508 (111 272) (64 414)

Headline loss adjustments– Reversal of insurance proceeds – – 23 333– Impairment of property, plant and equipment 1 852 38 625 40 532– Profit on disposal of property plant and equipment (1 087) (2 677) (11 208)– Impairment of goodwill – 35 248 –– Profit on disposal of business (27 663) (15 165) –– Total tax effect of adjustments 13 095 (4 035) (10 928)

Headline loss attributable to ordinary shareholders (17 111) (86 500) (39 930)

– Continuing operations (11 992) (2 509) (11 682)– Discontinued operations (5 119) (83 991) (28 248)

Headline loss per ordinary share (cents) (14.1) (71.5) (33.0)

– Continuing operations (9.9) (2.1) (9.7)– Discontinued operations (4.2) (69.4) (23.3)

Fully diluted headline loss per ordinary share (cents) (14.1) (71.2) (32.9)

– Continuing operations (9.9) (2.1) (9.6)– Discontinued operations (4.2) (69.1) (23.3)

80

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor the year ended 29 February 2016

Audited Audited Audited2016 2015 2014

R’000 R’000 R’000

Opening balance 1 074 575 1 214 748 1 309 914Comprising:

Ordinary share capital and premium 199 502 199 502 199 502Retained income 664 221 795 090 875 066Capital reserve 16 640 20 980 20 523Non-controlling put options – (904) (5 441)Revaluation reserve 134 856 147 296 162 030Treasury shares (147 447) (147 447) (147 447)

Equity attributable to ordinary shareholders of the parent 867 772 1 014 517 1 104 233Preference share capital and premium 142 590 142 590 142 590Non-controlling interest 64 213 57 641 63 091

MovementsProfit/(loss) for the year 21 188 (122 308) (58 917)Preference dividend (12 718) (10 890) (11 362)Acquisition of non-controlling interest – – (36 000)Contributions made by non-controlling interest (16 305) 1 274 (2 521)Adjustment for fair value of put options – 904 4 537Capital gains taxation on disposal of revalued properties – – (5 319)Revaluation reserve 10 736 (4 813) 13 959Share-based payment expense for the year (832) (4 340) 457

Closing balance 1 076 644 1 074 575 1 214 748

Comprising:Ordinary share capital and premium 199 502 199 502 199 502Retained income 672 243 664 221 795 090Capital reserves 15 808 16 640 20 980Non-controlling put options – – (904)Revaluation reserve 134 262 134 856 147 296Treasury shares (147 447) (147 447) (147 447)

Equity attributable to ordinary shareholders of the parent 874 368 867 772 1 014 517Preference share capital and premium 142 590 142 590 142 590Non-controlling interest 59 686 64 213 57 641

Total equity 1 076 644 1 074 575 1 214 748

81

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWSfor the year ended 29 February 2016

Reported Audited

Restated Audited

Reported Audited

Restated Audited

Reported Audited

Restated Audited

2016 2016 2015 2015 2014 2014R’000 R’000 R’000 R’000 R’000 R’000

Cash generated from operations before working capital changes 113 273 113 273 37 121 37 121 85 511 85 511Decrease in working capital 12 741 12 741 59 041 59 041 338 887 338 887Net interest and taxation paid (58 869) (58 869) (50 146) (50 146) (52 635) (52 635)

Net cash inflow from activities before distributions to shareholders 67 145 67 145 46 016 46 016 371 763 371 763Dividend distribution to all shareholders (11 483) (18 983) (10 654) (10 654) (12 381) (12 381)

Net cash flow from operating activities 55 662 48 162 35 362 35 362 359 382 359 382

Capital expenditure (132 490) (132 490) (162 851) (162 851) (208 950) (208 950)

Net movement of investments, loans and non-controlling interest 37 520 – 9 563 – (42 441) –Decrease/(increase) in vendor loan – 53 825 – 8 289 – (3 920)Acquisition of minority interests – – – – – (36 000)Proceeds on disposal of businesses and property, plant and equipment 176 564 176 564 152 817 152 817 79 602 79 602

Net cash flow from investing activities 81 594 97 899 (471) (1 745) (171 789) (169 268)

Net cash flow from financing activities (78 472) (87 277) (28 287) (27 013) (80 874) (83 395)

Net increase in cash and cash equivalents 58 784 58 784 6 604 6 604 106 719 106 719

Net cash and cash equivalents at the beginning of the year 68 884 68 884 62 280 62 280 (44 439) (44 439)

Net cash and cash equivalents at the end of the year 127 668 127 668 68 884 68 884 62 280 62 280

The full set of audited annual financial statements for the years ended 29 February 2016, 28 February 2015 and 28 February 2014, prior to the restatements detailed in the note below, are available on the Company’s website, www.astrapak.co.za and at its registered address.

82

1. PROACTIVE MONITORING OF ANNUAL FINANCIAL STATEMENTS

Through the JSE proactive monitoring process the interim financial report for the period ending 31 August 2015 and the financial statements for the year ended 29 February 2016 was reviewed and the below errors and disclosure deficiencies identified. To the extent that these impact the financial information provided in this Annexure 3 to the Circular, the necessary restatements have been effected.

The following items have accordingly been restated as required:

1.1 IAS 1.7 – The transfer of the revaluation reserve on the disposal of property was incorrectly recognised as an item of other comprehensive income in the Statements of Comprehensive Income. The correct treatment gives effect to a direct transfer of the relevant amount between Non-Distributable Reserve and Retained Income classes with equity. There is no impact on the overall equity attributable to ordinary shareholders as reported and it accordingly remains unchanged;

1.2 IAS 7.34 and IAS 7.43 – The correct classification has been applied in the Statement of Cash Flows of transactions with non-controlling interest shareholders. The impact hereof is a restatement of amounts within the Statements of Cash Flow between net cash inflow or outflows from operating, investing and financing activities. The reported cash position remains unchanged.

1.3 IAS1.87 and IAS 1.97 – Refraining from using the word ‘exceptional’ to describe unusual or non-recurring items, choosing rather to use terms that are specific to the nature of the amount and the materiality of such items; and

1.4 Providing the required disclosures when financial information of prior periods is restated (IAS1.41). This specific item relates to a depreciation charge of R57.2 million, which should be classified as cost of sales. Therefore, it was restated from administrative expenses to cost of sales in respect of the 2015 financial year. The original disclosure of the amount in 2015 as administrative expenses was incorrect and this was rectified in the 2016 financial reports without the requisite disclosure in this regard being made.

The impact of these corrections relating to items 1.1 and 1.2 above on the financial information provided in this Annexure 3 is as follows:

R’000 2016 2015 2014

Item 1.1 Other comprehensive lossDecrease in other comprehensive loss 9 205 4 813 28 346Total comprehensive income/(loss) for the yearIncrease in comprehensive income/(loss) for the year 9 205 4 813 28 346

Item 1.2 Impact on cash flowsNet cash flow from operating activitiesPreviously reported 55 662 – -Adjustment (7 500) – –

Restated 48 162 – –

Net cash flow from investing activitiesPreviously reported 81 594 (471) (171 789)Adjustment 16 305 (1 274) 2 521

Restated 97 899 (1 745) (169 268)

Net cash flow from financing activitiesPreviously reported (78 472) (28 287) (80 874)Adjustment (8 805) 1 274 (2 521)

Restated (87 277) (27 013) (83 395)

83

2. In addition the following disclosure deficiencies or enhancements have been identified to be addressed in future reporting periods:

2.1 Disclosing the gross and tax effects of any revaluation of property separately in the Statements of Changes in Equity so that these correspond with the disclosures made in the Statements of Comprehensive Income;

2.2 Providing additional disclosures in the discontinued operations note so as to enable a clearer understanding of the manner in which deferred taxation movements relate to continuing and discontinuing operations;

2.3 Consistently applying the principles of the appropriate standard with regards to equity instruments such that ‘interest’ is not subsequently recognised for instruments that are classified as equity instruments (IAS32);

2.4 Providing relevant disclosures where non-controlling interests are material to the reporting entity (IFRS12).

2.5 Providing more tangible disclosures with regard to the assessment of sensitivities of fair value disclosures (IFRS 13.93); and

2.6 Disclosing investment income as ‘revenue’ in the holding company (IAS 18.7).

84

ANNEXURE 4

RESTATED INTERIM FINANCIAL RESULTS OF ASTRAPAK FOR THE SIX MONTHS ENDED 31 AUGUST 2016

RESTATED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Reported Unaudited

Restated Unaudited Unaudited Unaudited

2016 2016 2015 2014R’000 R’000 R’000 R’000

Revenue 734 272 734 272 637 644 680 026Cost of sales (569 619) (569 619) (493 209) (536 731)

Gross profit 164 653 164 653 144 435 143 295Administrative and other expenses (79 388) (79 388) (73 626) (82 112)Distribution and selling costs (59 476) (59 476) (52 066) (50 054)Other items of income and expenditure 1 777 1 777 3 242 10 976

Profit from operations before impairments 27 566 27 566 21 985 22 105Impairments – – – (1 747)

Profit from operations 27 566 27 566 21 985 20 358Investment income 5 298 5 298 5 938 6 474Finance costs (19 547) (19 547) (17 283) (16 898)

Profit before taxation 13 317 13 317 10 640 9 934Taxation expense (3 447) (3 447) (4 681) (5 583)

Profit/(loss) for the period from continuing operations 9 870 9 870 5 959 4 351Profit/(loss) for the period from discontinued operations 601 601 28 554 (48 385)

Profit/(loss) for the period 10 471 10 471 34 513 (44 034)Other comprehensive loss (not to be reclassified to profit or loss) (2 193) – – –

Total comprehensive profit/(loss) for the period 8 278 10 471 34 513 (44 034)

Loss/(profit) attributable to:Ordinary shareholders of the parent (6 604) (4 411) 20 105 (52 319)

– Continuing operations (5 012) (5 012) (8 449) (3 934)– Discontinued operations 601 601 28 554 (48 385)– Revaluation of and buildings (net of tax) (2 193) – – –

Preference shareholders of the parent 8 028 8 028 7 223 6 005Non-controlling interest 6 854 6 854 7 185 2 280

Total comprehensive profit/(loss) for the period 8 278 10 471 34 513 (44 034)

(Loss)/profit per ordinary share (3.6) (3.6) 16.6 (43.2)

– Continuing operations (4.1) (4.1) (7.0) (3.2)– Discontinued operations 0.5 0.5 23.6 (40.0)

Fully diluted (loss)/profit per ordinary share (cents) (3.6) (3.6) 16.6 (43.2)

– Continuing operations (4.1) (4.1) (7.0) (3.2)– Discontinued operations 0.5 0.5 23.6 (40.0)

85

RECONCILIATION OF HEADLINE EARNINGS

Unaudited Unaudited Unaudited2016 2015 2014

R’000 R’000 R’000

Ordinary shareholders of the parent (4 411) 20 105 (52 319)

– Continuing operations (5 012) (8 449) (3 934)– Discontinued operations 601 28 554 (48 385)

Headline profit/(loss) adjustments– Impairment of property, plant and equipment 8 329 – 15 513– Loss/(profit) on disposal of property, plant and equipment 5 568 (3 344) (2 301)– Profit on disposal of business – (32 500) (2 265)– Total tax effect of adjustments (4 015) 7 897 1 281

Headline profit/(loss) attributable to ordinary shareholders 5 471 (7 842) (40 091)

– Continuing operations (5 630) (7 773) (1 584)– Discontinued operations 11 101 (69) (38 507)

Headline profit/(loss) per ordinary share (cents) 4.5 (6.5) (33.1)

– Continuing operations (4.7) (6.4) (1.3)– Discontinued operations 9.2 (0.1) (31.8)

Fully diluted headline profit/(loss) per ordinary share (cents) 4.5 (6.5) (33.1)

– Continuing operations (4.7) (6.4) (1.3)– Discontinued operations 9.2 (0.1) (31.8)

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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Unaudited Unaudited UnauditedAugust 2016 August 2015 August 2014

R’000 R’000 R’000

ASSETSNon-current assetsProperty, plant and equipment 782 826 737 537 1 183 535Goodwill 61 517 69 497 110 776Deferred taxation assets – – 69 902Investments and loans 3 500 53 266 56 106

847 843 860 300 1 420 319

Current assetsInventories 215 592 165 986 256 473Accounts receivable 242 303 237 549 451 001Taxation receivable 1 459 3 003 6 788Cash and cash equivalents 108 158 128 966 48 730

567 512 535 504 762 992

Assets classified as held-for-sale 402 907 514 306 7 284

Total assets 1 818 262 1 910 110 2 190 595

EQUITY AND LIABILITIESEquityEquity attributable to ordinary shareholders of the parent 870 196 887 877 958 585Preference share capital and share premium 142 590 142 590 142 590Non-controlling interest 44 256 72 542 60 151

Total equity 1 057 042 1 103 009 1 161 326

LiabilitiesNon-current liabilitiesLong-term interest-bearing debt 150 075 125 049 260 000Long-term financial liabilities – – 904Deferred taxation liabilities 77 631 100 718 186 291

227 706 225 767 447 195

Current liabilitiesTrade and other payables 338 186 298 132 458 373Shareholders for preference dividends 6 943 6 211 4 019Short-term interest-bearing debt 83 794 67 145 114 522Taxation payable 2 522 – 5 160Bank overdrafts – 391 –

431 445 371 879 582 074

Liabilities classified as held-for-sale 102 069 209 455 –

Total equity and liabilities 1 818 262 1 910 110 2 190 595

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CONDENSED CONSOLIDATED Statement OF CHANGES IN EQUITY

Unaudited Unaudited UnauditedAugust 2016 August 2015 August 2014

R’000 R’000 R’000

Opening balance 1 076 644 1 074 575 1 214 748

Comprising:Ordinary share capital and premium 199 502 199 502 199 502Retained income 672 243 664 221 795 090Capital reserve 15 808 16 640 20 980Non-controlling interest – – (904)Revaluation reserve 134 262 134 856 147 296Treasury shares (147 447) (147 447) (147 447)

Equity attributable to ordinary shareholders of the parent 874 368 867 772 1 014 517Preference share capital and premium 142 590 142 590 142 590Non-controlling interest 59 686 64 213 57 641

MovementsProfit/(loss) for the period 10 471 34 513 (44 034)Preference dividend paid (8 028) (7 223) (6 005)Net (decrease)/increase in non-controlling interest (22 284) 1 144 931Reclassification from revaluation reserve to retained income 2 700 – 7 854Revaluation reserve (2 193) – (7 854)Share-based payment expense for the period (268) – (4 314)

Closing balance 1 057 042 1 103 009 1 161 326

Comprising:Ordinary share capital and share premium 199 502 199 502 199 502Retained income 670 532 684 326 751 326Capital reserve 15 540 16 640 16 666Non-controlling put options – – (904)Revaluation reserve 132 069 134 856 139 442Treasury shares (147 447) (147 447) (147 447)

Equity attributable to ordinary shareholders of the parent 870 196 887 877 958 585Preference share capital and share premium 142 590 142 590 142 590Non-controlling interest 44 256 72 542 60 151

Total equity 1 057 042 1 103 009 1 161 326

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RESTATED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Reported Unaudited

Restated Unaudited

Reported Unaudited

Restated Unaudited

Reported Unaudited

Restated Unaudited

2016 2016 2015 2015 2014 2014R’000 R’000 R’000 R’000 R’000 R’000

Cash generated from operations before working capital changes 80 540 80 540 64 485 64 485 34 092 34 092(Increase)/decrease in working capital changes (22 121) (22 121) 49 372 49 372 36 521 36 521Net interest and taxation paid (29 196) (29 196) (26 634) (26 634) (30 286) (30 286)

Net cash inflow from activities before distributions to shareholders 29 223 29 223 87 223 87 223 40 327 40 327Dividend distribution to all shareholders (6 578) (6 578) (5 272) (5 272) (6 008) (6 008)

Net cash inflow from operating activities 22 645 22 645 81 951 81 951 34 319 34 319

Capital expenditure (40 924) (40 924) (39 963) (39 963) (55 482) (55 482)

Net movement of investments, subsidiaries and non-controlling interest (2 684) – 2 674 – 2 148 –Decrease in vendor loan – – – 1 531 – 1 142Proceeds on disposal of property, plant and equipment 39 877 39 877 124 546 124 546 48 796 48 796

Net cash (outflow)/inflow from investing activities (3 731) (1 047) 87 257 86 114 (4 538) (5 544)

Net cash outflow from financing activities (38 424) (41 108) (109 517) (108 374) (43 331) (42 325)

Net (decrease)/increase in cash and cash equivalents (19 510) (19 510) 59 691 59 691 (13 550) (13 550)

Net cash and cash equivalents at beginning of the period 127 668 127 668 68 884 68 884 62 280 62 280

Net cash and cash equivalents at the end of the period 108 158 108 158 128 575 128 575 48 730 48 730

The full set of unaudited interim financial statements for the six months ended 31 August 2016, 31 August 2015 and 31 August 2014, prior to the restatements detailed in the note below, are available on the Company’s website, www.astrapak.co.za and at its registered address.

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1. PROACTIVE MONITORING OF ANNUAL FINANCIAL STATEMENTS

Through the JSE proactive monitoring process the interim financial report for the period ending 31 August 2015 and the financial statements for the year ended 29 February 2016 was reviewed and the below errors identified. To the extent that these impact the financial information provided in this Annexures 4 to the Circular, the necessary restatements have been effected.

The following items have accordingly been restated as required:

1.1 IAS 1.7 – The transfer of the revaluation reserve on the disposal of property was incorrectly recognised as an item of other comprehensive income in the Statements of Comprehensive Income. The correct treatment gives effect to a direct transfer of the relevant amount between Non-Distributable Reserve and Retained Income classes within equity. There is no impact on the overall equity attributable to ordinary shareholders as reported and it accordingly remains unchanged;

1.2 IAS 7.34 and IAS 7.43 – The correct classification has been applied in the Statement of Cash Flows of transactions with non-controlling interest shareholders. The impact hereof is a restatement of amounts within the Statements of Cash Flow between net cash inflow or outflows from investing and financing activities. The reported cash position remains unchanged.

1.3 IAS1.87 and IAS 1.97 – Refraining from using the word ‘exceptional’ to describe unusual or non-recurring items, choosing rather to use terms that are specific to the nature of the amount and the materiality of such items;

The impact of these corrections on the financial information provided in this Annexure 4 is as follows:

R’000 2016 2015 2014

Item 1.1 Other comprehensive lossDecrease in other comprehensive loss 2 193 – –Total comprehensive income/(loss) for the yearIncrease in comprehensive income/(loss) for the year 2 193 – –

Item 1.2 Impact on cash flowsNet cash flow from investing activitiesPreviously reported (3 731) 87 257 (4 538)Adjustment 2 684 (1 143) (1 006)

Restated (1 047) (86 114) (5 544)

Net cash flow from financing activitiesPreviously reported (38 424) (109 517) (43 331)Adjustment (2 684) 1 143 1 006

Restated (41 108) (108 374) (42 325)

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ANNEXURE 5

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 Scheme Participants. Scheme Participants 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:

Scheme Participants holding Certificated Shares 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 Ordinary Share Scheme Consideration will be posted or transferred to such Scheme Participants by EFT (should this option have been selected on the form of acceptance, surrender and transfer (orange));

or

Scheme Participants holding Dematerialised Shares 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 Ordinary Share Scheme Consideration will be credited directly to the accounts nominated for the relevant Scheme Participants by their duly appointed CSDP or broker in terms of the provision for the custody agreement with their CSDP or broker.

2.2 Emigrants from the Common Monetary Area

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

2.2.2 The Ordinary Share Scheme Consideration due to a Certificated Scheme Participant 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 Scheme Participant’s blocked assets in accordance with his instructions, against delivery of the relevant Documents of Title.

2.2.3 In terms of a recent relaxation to the Exchange Control rulings, emigrants may externalise the Ordinary Share Scheme Consideration 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 Ordinary Share 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 acceptance, surrender and transfer (orange) thereby indicating that the Ordinary Share Scheme Consideration will be placed directly in its control.

2.2.5 The attached form of acceptance, surrender and transfer (orange) 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 Ordinary Share Scheme Consideration due to a Certificated Scheme Participant 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 Scheme Participant. It will be incumbent on the Scheme Participant concerned to instruct the nominated authorised dealer as to the disposal of the amounts concerned, against delivery of the relevant Documents of Title.

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2.3.2 The form of acceptance, surrender and transfer (orange) attached to this Circular makes provision for the nomination required in terms of the paragraph 2.3.1 above. If the information regarding the authorised dealer is not given in terms of such paragraph 2.3.1, the Ordinary Share Scheme Consideration will be held in trust by Astrapak for the Scheme Participants concerned pending receipt of the necessary information or instruction.

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ANNEXURE 6

SECTION 115: REQUIRED APPROVAL FOR TRANSACTIONS CONTEMPLATED IN CHAPTER 5 OF THE COMPANIES ACT

(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 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).

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(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

(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.

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ANNEXURE 7

SECTION 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 section 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.

(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.

95

(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.

(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);

96

(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 before 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.

(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.

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ANNEXURE 8

TRADING HISTORY OF ASTRAPAK ORDINARY SHARES

The highest, lowest and closing prices of Astrapak Ordinary Shares on the JSE for each month commencing on 1 March 2016 and ending on 28 February 2017, and the aggregated monthly volumes, are as follows:

Month endedHigh

(cents)Low

(cents)Close (cents) Volume

31 March 2016 460 360 370 831 81830 April 2016 450 365 405 1 061 49231 May 2016 450 400 410 471 64630 June 2016 415 385 399 711 77031 July 2016 410 365 400 1 038 60331 August 2016 420 370 400 974 92630 September 2016 435 369 380 1 236 98731 October 2016 435 360 430 3 445 56330 November 2016 574 420 565 846 68531 December 2016 760 485 749 939 14631 January 2017 750 705 735 2 329 14928 February 2017 740 700 730 848 885

The highest, lowest and closing prices of Astrapak Ordinary Shares on the JSE for the 30-trading days commencing on 10 February 2017 and ending on 24 March 2017 (being the Last Practicable Date prior to the finalisation of this Circular), and the daily volumes, are as follows:

Day endedHigh

(cents)Low


10 February – – 730 –13 February 740 715 730 159 10414 February 730 729 730 19 81215 February 730 730 730 100 00016 February – – 730 –17 February 730 730 730 25220 February 730 703 730 11 80021 February 730 729 730 277 11822 February – – 730 18 80023 February 715 701 715 2 00024 February 730 715 730 39 34427 February 730 710 730 62 20028 February 730 730 730 6 6951 March 730 720 721 48 4142 March 730 730 730 30 2963 March – – 730 –6 March 720 710 720 42 3717 March 720 720 720 2 3258 March – – 720 –9 March 728 720 720 5 96710 March – – 720 65313 March – – 720 –14 March 720 720 720 53915 March 725 720 720 1 00016 March 720 720 720 25017 March 720 720 720 469

98

Day endedHigh

(cents)Low


20 March – – 720 –22 March 730 710 730 24 82223 March – – 730 –24 March 740 730 740 87 004

Source: JSE limited

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ANNEXURE 9

TRADING HISTORY OF ASTRAPAK PREFERENCE SHARES

The highest, lowest and closing prices of Astrapak Preference Shares on the JSE for each month commencing on 1 March 2016 and ending on 28 February 2017, and the aggregated monthly volumes, are as follows:

Month endedHigh

(cents)Low

(cents) Close (cents) Volume

31 March 2016 7 250 6 500 6 500 13 23830 April 2016 7 440 6 500 7 250 62 82331 May 2016 7 440 7 020 7 440 44 16630 June 2016 7 575 7 250 7 250 5 35331 July 2016 7 600 7 430 7 500 92 26931 August 2016 7 550 7 400 7 466 48 31830 September 2016 8 000 7 450 7 450 11 61031 October 2016 8 000 7 475 7 800 8 16330 November 2016 8 490 7 650 8 000 21 90431 December 2016 9 925 8 300 9 925 32 40731 January 2017 9 900 9 650 9 850 34 02628 February 2017 9 900 9 825 9 825 48 524

The highest, lowest and closing prices of Astrapak Preference Shares on the JSE for the 30-trading days commencing on 10 February 2017 and ending on 24 March 2017 (being the Last Practicable Date prior to the finalisation of this Circular), and the daily volumes, are as follows:

Day endedHigh

(cents)Low


10 February 9 825 9 825 9 825 30613 February – – 9 825 –14 February 9 825 9 825 9 825 1115 February – – 9 825 –16 February 9 825 9 825 9 825 40017 February – – 9 825 –20 February 9 825 9 825 9 825 81121 February 9 825 9 825 9 825 19 80022 February 9 825 9 825 9 825 67423 February – – 9 825 –24 February – – 9 825 –27 February 9 825 9 825 9 825 94628 February 9 825 9 825 9 825 3 7851 March – – 9 825 –2 March 9 825 9 825 9 825 6503 March – – 9 825 –6 March – – 9 825 –7 March 9 825 9 825 9 825 38 March – – 9 825 –9 March 9 850 9 825 9 825 5 16210 March 9 850 9 800 9 850 4 56013 March 9 825 9 825 9 825 2 03614 March – – 9 825 –15 March – – 9 825 –16 March 9 850 9 850 9 850 33917 March – – 9 850 –

100

Day endedHigh

(cents)Low


20 March – – 9 850 –22 March – – 9 850 –23 March – – 9 850 –24 March – – 9 850 –

Source: JSE limited

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ANNEXURE 10

PRO FORMA FINANCIAL EFFECTS IN RESPECT OF THE UNBUNDLING AND VOLUNTARY REPURCHASE OF THE PREFERENCE SHARES

The following pro forma financial information has been prepared to illustrate the impact of the Unbundling and voluntary Repurchase of the Preference Shares on the reported financial information of Astrapak for the six months ended 31 August 2016, had these transactions occurred on 1 March 2016 for statement of comprehensive income purposes and as at 31 August 2016 for statement of financial position purposes.

The pro forma financial information has been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the annual financial statements of Astrapak for the financial year ended 29 February 2016 and the Revised SAICA Guide on Pro Forma Financial Information and the Listings Requirements on the JSE.

The pro forma financial information, which is the responsibility of the Astrapak Board, is provided for illustrative purposes only and, because of its pro forma nature, may not fairly present Astrapak’s actual financial position, changes in equity, results of operations or cash flow.

The pro forma financial information should be read in conjunction with the Independent Reporting Accountants’ assurance report thereon as set out in Annexure 11 to this Circular.

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2 52

215

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17 8

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107

Notes:

1. The “Reported as at 31 August 2016” column represents extracts of Astrapak’s reported interim results for the six months ended 31August 2016. The “Restated as at 31 August 2016” column in the Pro forma Statement of Comprehensive Income restates Astrapak’s reported interim results for the six months ended 31 August 2016 having allowed for the correction of the prior year error as detailed in note 1 in Annexure 4 to this Circular.

2. The subsequent event is represented by the disposal of the Denver Property for a net purchase consideration of R86.544 million after accounting for R1.456 million in selling related expenses. Although an accounting loss on disposal of R18.765 million is reported, a significant tax expense of R13.168 million is incurred due to the recoupment of wear and tear allowances previously claimed and the capital gain on disposal of R38.213 million. The effects of the property disposal is once off in nature.

3. The effects on the basic earnings per share and headline earnings per share are calculated based on the assumption that the Unbundling and voluntary Repurchase of the Preference Shares was effected on 1 March 2016.

4. The following should be noted in respect of pro forma effects reflected in the statements of comprehensive income. All financial effects, with the exception of transaction costs, are ongoing:

i. The income, expenditure and related taxes of the entities to be unbundled and which were previously included in discontinued operations, were reversed. The remaining expenses relate to operations discontinued or disposed of in prior periods and are unrelated to the unbundled assets.

ii. Transaction costs in respect of the unbundling of R3.100 million are deemed to be non-tax deductible, once-off in nature and for the account of Astrapak. A reversal of admin expenses of R0.279 million in respect of costs associated with the unbundled assets has reduced the number to reflect a net amount of R2.821 million. These costs were taxable and the full tax expense is reversed accordingly.

iii. Non-controlling interests in reported profits, in as far as they relate to assets to be unbundled, specifically Coralline Investments Proprietary Limited, has been reversed as the business is part of the unbundled assets.

iv. There is interest received forgone in respect of funds utilised to voluntarily Repurchase the Preference Shares as such repurchase will be affected out of existing cash resources and proceeds from property disposal transactions already announced.

v. Preference dividends accrued for the six months ended 31 August 2016 are reversed as the Preference Share Scheme, if implemented, will result in Astrapak voluntarily repurchasing all the Preference Shares and no preference dividends being due and payable.

5. The effects on net asset value per share and tangible asset per share are calculated based on the assumption that the Unbundling and voluntary Repurchase of the Preference Shares was effected as at 31 August 2016.

6. The following should be noted in respect of pro forma effects reflected in the statements of financial position:

i. The Denver Property disposal will generate a net purchase consideration of R86.544 million after accounting for R1.456 million in selling related expenses. The Non-Distributable Reserve of R74.723 million and deferred tax of R14.018 million related to the Denver Property disposed has been reversed as a consequence of the disposal. Deferred taxation associated with timing differences to the value of R2.579 million also reversed as a consequence of the disposal. The normal tax and capital gains tax associated with the property disposal has been fully provided for. The adjustment to equity consists of the reversal of the deferred tax of R14.018 million related to the Non-Distributable Reserve and the loss on disposal after tax of R33.920 million.

ii. The relevant assets and liabilities will be unbundled by way of an in specie dividend distribution and no proceeds will be received as this does not represent a third-party disposal. Retained income has been reduced accordingly to reflect this distribution.

iii. Transaction costs of R1.154 million are deemed to have been cash settled. Transaction costs relate to the purchase of the Preference Shares. These are once-off in nature.

iv. The minority interest associated with Coralline Investments Proprietary Limited has been reversed as the assets will be unbundled.

v. The Non-Distributable Reserve which relates to the revaluation reserve of properties to be unbundled has been reversed.

vi. The voluntary Repurchase of the Preference Shares will be affected out of a fresh issue of debt as represented by a facility already made available to Astrapak by Nedbank Limited. This facility will be settled out of cash proceeds from property disposal transactions already announced and have accordingly been allocated against cash.

vii. The Preference Share Scheme, if implemented will result in Astrapak voluntarily repurchasing all the Preference Shares (1 500 000 Shares) for a cash consideration of R100.00 per Preference Share. The Preference Shares are reflected on the statement of financial position at R142.590 million, resulting in a difference of R7.410 million between the value for which the Shares are being purchased and the value at which they are reflected on the balance sheet. This differential, which represents issue costs expensed against the preference share capital at the time of initial issue thereof, has accordingly been expensed to retained earnings.

7. An irrevocable, unconditional bank guarantee in the amount of R150 000 000 (“Preference Share Cash Guarantee”) adjustment. The sole purpose of the Preference Share Cash Guarantee is to discharge the Preference Share Scheme Consideration.

8. The “Pro forma financial information after the Unbundling and voluntary Repurchase of the Preference Shares” column reflects the assets and liabilities that would have been acquired by RPC on 31 August 2016 on a pro forma basis had the Proposed Transaction been implemented at such date.

9. There are no other subsequent events that require disclosure in, or adjustment to the financial information.

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ANNEXURE 11

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION

“The DirectorsAstrapak Limited5 Kruger StreetDenverJohannesburg2001

Dear Sir(s)/Madam

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF THE PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR

We have completed our assurance engagement to report on the compilation of pro forma financial information of Astrapak Limited by the directors. The pro forma financial information, as set out in paragraph 5.10.2 and Annexure 10 of the circular (“the circular”), to be dated on or about 7 April 2017, consists of the statement of financial position, the statement of comprehensive income and related notes. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements.

The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described in paragraph 2 of the circular, on the company’s financial position as at 31 August 2016, and the company’s financial performance for the period then ended, as if the corporate action or event had taken place at 1 March 2016, being the commencement date of the financial period for the purposes of the statement of comprehensive income and at 31 August 2016, being the last day of the financial period for the purposes of the statement of financial position. As part of this process, information about the company’s financial position and financial performance has been extracted by the directors from the company’s interim results for the period ended 31 August 2016.

Directors’ Responsibility for the Pro Forma Financial Information

The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in paragraph 5.10.2 and Annexure 10 of the circular.

Quality Control

The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Independence and other ethical requirements

We have complied with the independence and other ethical requirements of the Independent Regulatory Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code), which is consistent with Parts A and B of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, and is founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Reporting Accountant’s 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 specified in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this

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nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical 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 financial information used in compiling the pro forma financial information.

As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 31 August 2016 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and• The pro forma financial information reflects the proper application of those adjustments to the unadjusted

financial information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our 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 specified by the JSE Listings Requirements and described in paragraph 10.5.2 and Annexure 10 of the circular.

Deloitte & ToucheRegistered Auditor

Per: Corinne RingwoodPartner

30 March 2017

1st Floor, The SquareCape Quarter27 Somerset RoadGreen Point8005Western Cape”

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ANNEXURE 12

INFORMATION FOR FOREIGN SHAREHOLDERS RELATING TO THE UNBUNDLING

1. Distributions to Foreign Shareholders

The distribution of Master Plastics Shares to Foreign Shareholders, in terms of the Unbundling, may be affected by the laws of such Foreign Shareholders’ relevant jurisdiction. Those Foreign Shareholders should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

This section sets out the restrictions applicable to Astrapak Ordinary Shareholders who have registered addresses outside South Africa, who are nationals, citizens or residents of countries other than South Africa, or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this document to a jurisdiction outside South Africa or who hold Astrapak Ordinary Shares for the account or benefit of any such Foreign Shareholder.

It is the responsibility of any Foreign Shareholder (including, without limitation, nominees, agents and trustees for such persons) receiving this Circular and wishing to take up their entitlement to unbundled Master Plastics Shares to satisfy themselves as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. Foreign shareholders are obliged to observe the applicable legal requirements of their relevant jurisdictions.

Receipt of this Circular will not constitute an offer of unbundled Master Plastics Shares (“offer”) in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Circular if sent, will be sent for information only and should not be copied or redistributed. No person receiving a copy of this Circular in any territory, other than South Africa, may treat the same as constituting an offer to such person unless, in the relevant territory, such an offer could lawfully be made to him without contravention of any registration or other legal requirements.

Accordingly, persons (including, without limitation, nominees, agents and trustees) receiving a copy of this Circular should not distribute or send the same to any person in, or citizen or resident of, or otherwise into any jurisdiction where to do so would or might contravene local securities laws or regulations. Any person who does distribute this Circular into any such territory (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this annexure.

Astrapak reserves the right, but shall not be obliged, to treat as invalid any distribution of Master Plastics Shares, in terms of the Unbundling, which appears to Astrapak or its agents to have been executed, effected or dispatched in a manner which may involve a breach of the securities laws or regulations of any jurisdiction or if Astrapak believes or its agents believe that the same may violate applicable legal or regulatory requirements.

An “Excluded Foreign Shareholder” includes any foreign Ordinary Shareholder who is unable to receive any of the Master Plastics Shares to be distributed to him because of the laws of the jurisdiction of that Ordinary Shareholder, or any foreign Ordinary Shareholder that Astrapak is not permitted to distribute any of the Master Plastics Shares to because of the laws of the jurisdiction of that Ordinary Shareholder. The Master Plastics Shares to which Excluded Foreign Shareholders would be entitled in terms of the Unbundling may be aggregated and disposed of on the JSE exchange by the Transfer Secretaries on behalf of and for the benefit of Excluded Foreign Shareholders as soon as is reasonably practical after the implementation of the Unbundling at the best price that can reasonably be obtained at the time of sale. CSDPs will be responsible for informing the Transfer Secretaries of all Dematerialised Shares held by them on behalf of such Excluded Foreign Shareholders. The Transfer Secretaries will determine which certificated Foreign Shareholders are such Excluded Foreign Shareholders.

Excluded Foreign Shareholders will, in respect of their entitlement to the unbundled Master Plastics Shares, receive the average consideration per unbundled Master Plastics Shares (net of transaction and currency conversion costs) received by the Transfer Secretaries pursuant to the sale process as set out in the preceding paragraph. The average consideration per unbundled Master Plastics Shares due to each Excluded Foreign Shareholder will only be paid once all such unbundled Master Plastics Shares have been disposed of.

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2. Exchange control

The unbundled Master Plastics Shares are not freely transferable from the Common Monetary Area and must be dealt with in terms of the Exchange Control Regulations. The following is a summary of the Exchange Control Regulations, is not comprehensive and is intended as a guide only. In the event that Ordinary Shareholders have any doubts in respect of their obligations in terms of the Exchange Control Regulations, they should consult their professional advisers.

2.1 Emigrants from the Common Monetary Area

The unbundled Master Plastics Shares received by the Ordinary Shareholders who are emigrants from the Common Monetary Area and whose registered address is outside the Common Monetary Area will:

2.1.1 in the case of Dematerialised Ordinary Shareholders be credited to their blocked share accounts at the CSDP controlling their blocked portfolios; or

2.1.2 in the case of Certificated Ordinary Shareholders whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, be endorsed ‘non-resident’ and will be sent to the authorised dealer in foreign exchange controlling their blocked assets.

The CSDP or broker will ensure that all requirements of the Exchange Control Regulations are adhered to in respect of their clients falling into this category of investor, whether Ordinary Shares are held in Dematerialised or Certificated form.

2.2 All other non-residents of the Common Monetary Area

The unbundled Master Plastics Shares received by the Ordinary Shareholders who are non-residents of the Common Monetary Area and who have never resided in the Common Monetary Area and whose registered address is outside the Common Monetary Area will:

2.2.1 in the case of Dematerialised Ordinary Shareholders be credited to their share accounts at the CSDP controlling their portfolios; or

2.2.2 in the case of a Certificated Ordinary Shareholder whose Documents of Title have been restrictively endorsed under the Exchange Control Regulations, be deposited with an authorised dealer in foreign exchange in South Africa nominated by such Ordinary Shareholder. It will be incumbent on the Ordinary Shareholder concerned to nominate the authorised dealer and to instruct the nominated authorised dealer as to the disposal of the relevant Master Plastics Shares. If the information regarding the authorised dealer is not given, the unbundled Master Plastics Shares will be held in trust for the Ordinary Shareholder concerned pending the receipt of the necessary information or instruction.

The CSDP or broker will ensure that all requirements of the Exchange Control Regulations are adhered to in respect of their clients falling into this category of investor, whether Ordinary Shares are held in Dematerialised or Certificated form.

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ANNEXURE 13

TAXATION CONSIDERATIONS RELATING TO THE UNBUNDLING

The summary below is a general guide and is not intended to constitute a complete analysis of the taxation consequences of the unbundling provisions in terms of South African taxation law. It is not intended to be, nor should it be considered as legal or taxation advice. Astrapak and its advisers cannot be held responsible for the taxation consequences of the unbundling and therefore, shareholders are advised to consult their own taxation advisers in this regard.

The Unbundling will constitute a disposal by Astrapak of all of the Master Plastics Shares to the Ordinary Shareholders. It is the intention that the disposal will be effected utilising the tax concessions provided for in section 46 of the Income Tax Act.

The concessions provided for in section 46 are outlined below:

1. Disposal of Master Plastics Shares by Astrapak

The distribution of Master Plastics Shares by Astrapak, in terms of the Unbundling, will be disregarded by Astrapak in determining its taxable income or assessed loss in the tax year that the Unbundling takes place. On the basis that Astrapak holds the Master Plastics Shares as capital assets, the Unbundling should not attract CGT.

2. Astrapak Ordinary Shares held as trading stock

Any Shareholder holding Ordinary Shares as trading stock will be deemed to acquire the unbundled Master Plastics Shares as trading stock. The combined expenditure of such Astrapak Ordinary Shares and Master Plastics Shares will be the amount originally taken into account by the Shareholder in respect of those Ordinary Shares, as contemplated in section 11(a), section 22(1), or section 22(2) of the Income Tax Act.

The original expenditure incurred in respect of the Ordinary Shares will be apportioned between the Master Plastics Shares and the Ordinary Shares by applying the ratio that the market value of Master Plastics Shares bears to the sum of the market value of the Master Plastics Shares and the Ordinary Shares at the end of the day after the Unbundling. Astrapak will advise Ordinary Shareholders of the specified ratio by way of an announcement to be released on SENS on or about Thursday, 25 May 2017. This ratio must be used in the determination of any profits or losses derived on any future disposals of the unbundled Master Plastics Shares or Ordinary Shares.

The expenditure so allocated to the unbundled Master Plastics Shares will reduce the expenditure of the Ordinary Shares held, thus allocating the expenditure between the Ordinary Shares and the unbundled Master Plastics Shares.

3. Astrapak Ordinary Shares held as capital assets

Any Shareholder holding Ordinary Shares as capital assets will be deemed to acquire the unbundled Master Plastics Shares as capital assets. The original expenditure incurred in respect of the Ordinary Shares, in terms of paragraph 20 of the Eighth Schedule to the Income Tax Act, and (where applicable) the CGT valuation of the Ordinary Shares, as contemplated in paragraph 29 of the Eighth Schedule to the Income Tax Act, will be apportioned between the Master Plastics Shares and the Ordinary Shares by applying the ratio that the market value of Master Plastics Shares bears to the sum of the market values of the Master Plastics Shares and Ordinary Shares at the end of the day after the Unbundling. Astrapak will advise Ordinary Shareholders of the specified ratio by way of an announcement to be released on SENS on or about Thursday, 25 May 2017. This ratio must be used in the determination of the capital gain or loss derived on any future disposals of the unbundled Master Plastics Shares or Ordinary Shares.

The base cost so allocated to the unbundled Master Plastics Shares will reduce the base cost of the Ordinary Shares held, thus allocating the base cost between the Ordinary Shares and the unbundled Master Plastics Shares.

Shareholders will be deemed to have acquired the unbundled Master Plastics Shares on the date on which the Ordinary Shares were originally acquired.

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4. Securities Transfer Tax

The registration/transfer of the unbundled Master Plastics Shares in the names of the Ordinary Shareholders will be exempt from the payment of any STT in terms of section 8(1)(a) of the STT Act.

5. Dividends tax and returns of capital

In terms of sections 46(5) and 46(5A) of the Income Tax Act, the distribution of the Master Plastics Shares must be disregarded for Dividends Tax purposes and must also not be treated as a return of capital for the purposes of paragraph 76B of the Eighth Schedule to the Income Tax Act.

6. Disqualified persons

The provisions of section 46 of the Income Tax Act will not apply to the Unbundling of the unbundled Master Plastics Shares to the Ordinary Shareholders if the following disqualified persons, together with any connected person (who is also a disqualified person) in relation to that Ordinary Shareholder, immediately after the Unbundling, holds 20% or more of the ordinary issued share capital of Master Plastics, namely a person who is not a resident, the government, provincial administration or a municipality, a Public Benefit Organisation (as defined in section 30 of the Income Tax Act), a recreational club (as defined in section 30A of the Income Tax Act), a company or trust contemplated in section 37A of the Income Tax Act, a fund contemplated in section 10(1)(d)(i) or (ii) of the Income Tax Act or a person contemplated in section 10(1)(cA) or (t) of the Income Tax Act.

7. Non-resident Shareholders

Shareholders who are non-resident for tax purposes in South Africa are advised to consult their own professional tax advisers regarding the tax treatment of the Unbundling in their respective jurisdictions, having regard to the tax laws in their jurisdiction and any applicable tax treaties between South Africa and their country of residence.

114



Share code: APKP ISIN: ZAE000087201(“Astrapak” or “the Company”)

NOTICE CONVENING THE GENERAL MEETING OF ASTRAPAK SHAREHOLDERS

If you are in any doubt as to what action you should take in respect of the General Meeting of Astrapak Shareholders and/or the following resolutions, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately.

All terms used in this Notice convening the General Meeting of Astrapak Shareholders (“Notice convening the General Meeting”) shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings attributed to them in the Circular to which this Notice convening the General Meeting is attached.

A. NOTICE

Notice is hereby given that a General Meeting of Astrapak Shareholders will be held at 10:00 on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter.

B. WHO MAY ATTEND AND VOTE?

Record Date

The Astrapak Board has determined that, in accordance with the requirements of section 62(3)(a), read with section 59 of the Companies Act, the record date for the purposes of determining which Shareholders of the Company are entitled to participate in and vote at General Meeting, is Friday, 5 May 2017. Accordingly, the last day to trade the Company’s securities in order to be recorded in the Register to vote at the General Meeting will be Tuesday, 2 May 2017.

Attending in person or by proxy

If you hold Dematerialised Shares which are registered in your own-name or if you are the registered holder of Certificated Shares:

– you may attend the General Meeting in person; or– alternatively, you may appoint a proxy to represent you at the General Meeting by completing the

attached form of proxy in respect of the General Meeting (pink) in accordance with the instructions contained therein and returning it to the Transfer Secretaries to be received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours before the resumption of an adjourned General Meeting which date, if necessary, will be released on SENS), being 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time of the General Meeting). Alternatively, the form of proxy in respect of the General Meeting (pink) may be handed to the chairperson of the General Meeting of Astrapak Shareholders prior to the commencement of the General Meeting and by no later than 10:00 on Friday, 12 May 2017. A proxy need not be a Shareholder of the Company.

115

The attached form of proxy in respect of the General Meeting (pink) is only to be completed by those Shareholders who:

– hold Astrapak Shares in Certificated form; or– are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.

If you hold Dematerialised Shares which are not registered in your name:

– and wish to attend the General Meeting, you must obtain the necessary letter of representation from your CSDP or broker to attend the General Meeting in person or by proxy and vote;

– and do not wish to attend the General Meeting but would like your vote to be recorded at the meeting, you should contact your CSDP or broker and furnish them with your voting instructions in terms of the relevant custody agreement entered into between you and your CSDP or broker; and

– you must not complete the attached form of proxy in respect of the General Meeting (pink).

Electronic participation

Shareholders or their proxies may participate in (but not vote at) the General Meeting by way of a teleconference call and, if they wish to do so:

• must contact the Company Secretary (by email at the address [email protected]), by no later than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that conference call;

• will be required to provide reasonably satisfactory identification; and• will be billed separately by their own telephone service providers for their telephone call to participate

in the General Meeting,

provided that Shareholders and their proxies will not be able to vote telephonically at General Meeting and will still need to appoint a proxy to vote on their behalf at the General Meeting.

Identification

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 Shareholders will be required to provide reasonably satisfactory identification to the chairperson of the General Meeting in order to participate in and vote at the General Meeting.

Voting

On a show of hands, every Shareholder who is present in person, by proxy or represented at the General Meeting shall have one vote (irrespective of the number of Shares held) and on a poll, one vote in respect of each Share held.

All Shareholders of the Company are entitled to attend and speak at the General Meeting or any adjournment thereof. All holders of Ordinary Shares will be entitled to vote on each resolution at the General Meeting or any adjournment thereof.

Holders of Preference Shares shall be entitled to attend and speak at the General Meeting or any adjournment thereof but shall only be entitled to vote in respect of special resolution number 1.

Note: Shares held by the Company’s trust or share scheme or Subsidiaries will not have their votes taken into account for Listings Requirements resolution approval purposes.

A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies (who need not be a Shareholder of the Company) to attend, participate in and vote at the General Meeting in the place of the Shareholder.

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C. PURPOSE OF THE GENERAL MEETING

The purpose of the General Meeting is to consider, and if deemed fit, pass, with or without modification, all resolutions set out below.

SPECIAL RESOLUTION NUMBER 1:

APPROVAL OF THE REPURCHASE OF THE PREFERENCE SHARES IN TERMS OF SECTION 48 OF THE COMPANIES ACT

“Resolved that, in terms of section 48 of the Companies Act, the repurchase by Astrapak of all of the Preference Shares from Preference Shareholders for a cash consideration of R100.00 per Preference Share, be and is hereby approved.”

The percentage of voting rights required for special resolution number 1 to be adopted: at least 75% of the voting rights that are entitled to be exercised on such special resolution.

SPECIAL RESOLUTION NUMBER 2:

APPROVAL OF THE AMENDMENTS TO THE ASOS TRUST TRUST DEED

“Resolved that the trust deed entered into in respect of the ASOS Trust on or about 12 February 2016, be and is hereby amended by –

(i) inserting the following new clause 6.3 to read as follows:

“The TRUSTEES shall, should the TRUST receive any shares in Master Plastics Limited (Registration number 2016/323930/06) (“MASTER PLASTICS”) pursuant to the unbundling of the shares in Master Plastics, by way of a distribution in specie, to the ordinary shareholders of the COMPANY in terms of section 46(1)(a)(ii) of the Companies Act, 2008 and section 46 of the Income Tax Act, 1962 (“UNBUNDLING”) as contemplated in the circular to the holders of ordinary and preference shares in the COMPANY, dated 7 April 2017 (“CIRCULAR”), have the power and be obliged to sell the ordinary shares in MASTER PLASTICS distributed to it pursuant to the UNBUNDLING, back to MASTER PLASTICS at a repurchase consideration of R0,01 per share in MASTER PLASTICS, on the business day immediately prior to the implementation of the “Ordinary Share Scheme” or the “Preference Share Scheme” as defined in the CIRCULAR or if such Schemes do not become unconditional and are not implemented, on the business day immediately after the UNBUNDLING.”

(ii) numbering the first clause under the heading of clause 26, “26.1” and by inserting the following new clause 26.2, 26.3, 26.4 and 26.5 to read as follows –

“26.2 Subject to the provisions 26.3 and 26.4, should the COMPANY undertake any distribution of assets to the ordinary shareholders of the COMPANY (“DISTRIBUTION”), the OPTIONS and/or OPTION PRICE shall be adjusted by the DIRECTORS in such manner as they deem appropriate with the objective that such adjustment should give a PARTICIPANT an OPTION to the same proportion of the CAPITAL and/or as that to which he was entitled prior to the DISTRIBUTION; provided that the AUDITORS, acting as experts, shall have confirmed in writing that in their opinion such adjustments are fair and reasonable (“DISTRIBUTION ADJUSTMENTS”).

26.3 Should the UNBUNDLING and the ORDINARY SHARE SCHEME be implemented, the PARTICIPANTS will receive a cash settlement of an amount equal to 80% of the net asset value of the underlying assets so UNBUNDLED in the consolidated financial accounts of the GROUP at the time of the UNBUNDLING (at a date as close as practically possible to the date of the UNBUNDLING) as part of the ALTERNATIVE COMPENSATION contemplated and defined in 28.2. The ALTERNATIVE COMPENSATION will be paid in exchange for a waiver by the PARTICIPANTS of their OPTIONS will result in them not receiving shares in MASTER PLASTICS pursuant to the UNBUNDLING.

26.4 Should the UNBUNDLING be implemented and the ORDINARY SHARE SCHEME not become unconditional, the DISTRIBUTION ADJUSTMENTS as contemplated in 26.2 shall apply as regards the UNBUNDLING and the provisions of 26.3 shall not apply.

26.5 For the avoidance of doubt, should the UNBUNDLING and the ORDINARY SHARE SCHEME not become unconditional, the provisions of 26.3 and 26.4 shall not apply and the status quo, in accordance with the remainder of the provisions of this TRUST DEED, shall continue to apply to all PARTICIPANTS and OPTIONS and the provisions of 26.2 shall apply to any future DISTRIBUTIONS which may be undertaken by the COMPANY.”

117

(iii) numbering the first clause under the heading of clause 28, “28.1” and by inserting the following new clause 28.2 to read as follows –

“28.2 Should 28.1 not apply and should control of the COMPANY or any company in the GROUP (which other company is deemed in writing by the COMPANY, for purposes hereof, to be a company which constitutes a material part of the assets and business of the GROUP) pass to another person or persons or company as a result of a take-over, reconstruction or amalgamation a PARTICIPANT shall, subject to the agreement thereto in writing by the TRUSTEES and the COMPANY, be entitled to waive or abandon his/her OPTIONS and receive alternative compensation from the COMPANY for such waiver or abandoning of OPTIONS on such terms as may be agreed in writing between the COMPANY and the PARTICIPANT, including that the waiver or abandoning of OPTIONS may cease to be of force or effect if the take-over is not implemented (“ALTERNATIVE COMPENSATION”).”

The percentage of voting rights required for special resolution number 2 to be adopted: at least 75% of the voting rights that are entitled to be exercised on such special resolution.

ORDINARY RESOLUTION NUMBER 1: APPROVAL OF THE ENTRY INTO ALL AND ANY AGREEMENTS PURSUANT TO SECTION 75(7)(B)(I) OF THE COMPANIES ACT, TO THE EXTENT REQUIRED

“Resolved that, to the extent necessary as regards disclosures detailed in the addendum to the Implementation Agreement entered into on 22 March 2017, the Schemes, the Unbundling, the Listing, the amendments to the ASOS Trust trust deed required to implement the transactions contemplated in the Circular and all matters ancillary thereto, including without limitation, the entry into by the Company of the Implementation Agreement, be and are hereby approved and/or ratified pursuant to section 75(7)(b)(i) of the Companies Act.”

The percentage of voting rights required for the ordinary resolution to be adopted: more than 50% of the voting rights that are entitled to be exercised on such ordinary resolution.

By order of the Astrapak Board

Salome RatlhaganeCompany Secretary

7 April 2017

Registered office5 Kruger StreetDenverJohannesburg, 2001(PO Box 75769, Gardenview, 2047)

Transfer Secretaries to AstrapakComputershare Investor Services Proprietary LimitedRosebank Towers15 Biermann AvenueRosebank, 2196(PO Box 61051, Marshalltown, 2107)

118 PRINTED BY INCE (PTY) LTD REF. JOB012924




FORM OF PROXY IN RESPECT OF THE GENERAL MEETING OF ASTRAPAK SHAREHOLDERS

While Preference Shareholders are entitled to attend and speak at the General Meeting of Astrapak Shareholders, either in person or represented by proxy, Preference Shareholders shall only be entitled to vote in respect of special resolution number 1, either in person or by proxy, at the General Meeting of Astrapak Shareholders. Accordingly, any aspect of this form of proxy regarding voting on any other resolution does not apply to the Preference Shareholders. If any Preference Shareholder completes any part of the voting instructions, those instructions will not apply and will be disregarded.

For use only by Shareholders who:

• hold Shares in certificated form (“Certificated Shareholders”); or

• have dematerialised their Shares (“Dematerialised Shareholders”) and are registered with “own-name” registration,

at the meeting of Shareholders of the Company (“General Meeting”) to be held at 10:00 on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg.

All terms used in this form of proxy in respect of the 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 form of proxy in respect of the General Meeting is attached.

Dematerialised Shareholders holding Shares, other than with “own-name” registration, who wish to attend the General Meeting must inform their CSDP or broker of their intention to attend the General Meeting and request their CSDP or broker to issue them with the relevant letter of representation to attend the General Meeting in person or by proxy and vote. If they do not wish to attend the General Meeting in person or by proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Such Shareholders must not use this form of proxy in respect of the General Meeting.

Companies and other corporate bodies who are Shareholders having Shares registered in their own names may, instead of completing this form of proxy in respect of the General Meeting, appoint a duly authorised representative to represent them and exercise all of their rights at the General Meeting by giving written notice of the appointment of that representative.

Each Shareholder is entitled to appoint one or more proxies (who need not be a Shareholder of the Company) to attend, speak and vote in place of that Shareholder at the General Meeting.

Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Shareholders in terms of section 58 of the Companies Act with regard to the appointment of proxies.I/We

(full name/s in BLOCK LETTERS)

of (address)

Telephone work ( ) Telephone home ( )

Cellphone number Email address

being the holder of Ordinary Shares in the capital of the Company, do hereby appoint (see note):

being the holder of Preference Shares in the capital of the Company, do hereby appoint (see note):

1. or failing him/her,


3. the chairperson of the General Meeting,

as my/our proxy to act for me/us at the General Meeting convened for purposes of considering and, if deemed fit, passing, with or without modification, the resolutions (“resolutions”) to be proposed thereat and at each adjournment or postponement thereof and to vote for and/or against the resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the Shares registered in my/our name in accordance with the following instructions:

Number of Shares

For Against Abstain

Special Resolution Number 1Approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act

Ordinary Shareholder

Preference Shareholder

Special Resolution Number 2Approval of the amendments to the ASOS Trust trust deed required to implement the transactions contemplated in the Circular

Ordinary Resolution Number 1Approval of the entry into all and any agreements pursuant to section 75(7)(b)(i) of the Companies Act, to the extent required

Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of Shares than you own in the Company, insert the number of Shares held in respect of which you desire to vote.

If no directions are given, the proxy holder will be entitled to vote or to abstain from voting, as that proxy holder deems fit.

Signed at on 2017

Signature

Assisted by (where applicable)

Notes:1. Summary of rights contained in section 58 of the Companies Act

In terms of section 58 of the Companies Act:

• a Shareholder may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a Shareholder) as a proxy to participate in, and speak and vote at, a shareholders’ meeting on behalf of such shareholder;

• a proxy may delegate his or her authority to act on behalf of a Shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;

• irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant Shareholder chooses to act directly and in person in the exercise of any of such Shareholder’s rights as a Shareholder;

• any appointment by a Shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;

• any appointment remains valid until the end of the General Meeting (or any adjournment or postponement thereof), unless it is revoked in the manner contemplated herein;

• if an appointment of a proxy is revocable, a Shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the Company; and

• a proxy appointed by a Shareholder is entitled to exercise, or abstain from exercising, any voting right of such Shareholder without direction, except to the extent that the relevant company’s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise (see notes 9 and 11).

2. The form of proxy in respect of the General Meeting must only be used by Shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in “own name”.

3. This form of proxy in respect of the General Meeting will apply to all the Shares registered in the name of the Shareholder who signs this form of proxy on the record date of the General Meeting (and all the votes associated with those shares) unless a lesser number of shares is inserted.

4. A Shareholder entitled to attend and vote at the General Meeting may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space provided, with or without deleting “the chairperson of the General Meeting”. The proxy need not be a Shareholder. If more than one name is inserted, the person whose name stands first on the form of proxy in respect of the General Meeting and who is present at the General Meeting will be entitled to act as proxy to the exclusion of such proxy(ies) whose names follow. If the name of the proxy is not inserted, the chairperson of the General Meeting will be appointed as proxy.

5. The proxy appointed in this form of proxy in respect of the General Meeting may delegate the authority given to him or her in this form of proxy in respect of the General Meeting by delivering to the Company, in the manner required by these instructions, a further form of proxy in respect of the General Meeting which has been completed in a manner consistent with the authority given to the proxy in this form of proxy in respect of the General Meeting.

6. Unless revoked in the manner contemplated in note 12 below, the appointment of proxy in terms of this form of proxy in respect of the General Meeting shall remain valid until the end of the General Meeting, even if the General Meeting or a part thereof is postponed or adjourned, to a date that is two months after the date on when it was signed. This form of proxy in respect of the General Meeting shall not be used at the resumption of the General Meeting (if adjourned), if it could not have been used at the General Meeting from which the adjournment took place for any reason other than that it was not lodged timeously for the General Meeting from which the adjournment took place.

7. This form of proxy in respect of the General Meeting shall, in addition to the authority granted under the Companies Act, be deemed to confer the power generally to act at the General Meeting, subject to the specific direction as to the manner of voting in this form of proxy in respect of the General Meeting or on separate written instructions which accompany this form of proxy in respect of the General Meeting. A proxy is therefore entitled to exercise, or abstain from exercising, any voting right of the Shareholder without direction, except to the extent that the voting instructions are indicated on form of proxy in respect of the General Meeting or on separate written instructions which accompany this form of proxy in respect of the General Meeting.

8. If a Shareholder does not indicate on this form of proxy in respect of the General Meeting that its proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the General Meeting be proposed, or any resolution listed in the form of proxy in respect of the General Meeting is modified or amended, such proxy

shall be entitled to vote as he or she thinks fit. If, however, the Shareholder has provided separate written instructions which accompany this form of proxy in respect of the General Meeting and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to above, then the proxy shall comply with those instructions.

9. A Shareholder or the proxy is not obliged to cast all the votes exercisable by the Shareholder or by the proxy, but the total of the votes cast in respect of which abstention is recorded may not exceed the total number of the votes exercisable by the Shareholder or by the proxy.

10. A vote cast or act done in accordance with the terms of this form of proxy in respect of the General Meeting shall be valid in relation to the General Meeting, notwithstanding the previous death, insanity or other legal disability of the person appointing the proxy, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the abovementioned matters shall have been received by the Transfer Secretaries or the chairperson of the General Meeting before the commencement or resumption of the General Meeting.

11. The completion and lodging of this form of proxy in respect of the General Meeting will 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. Accordingly, the appointment of a proxy in terms hereof is suspended at any time and to the extent that the Shareholder chooses to act directly and in person in the exercise of any rights as a Shareholder.

12. A Shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy, and (ii) delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the Shareholder as of the later of (i) the date stated in the revocation instrument, if any, or (ii) the date on which the revocation instrument was delivered to the Company.

13. Any alteration or correction made to this form of proxy in respect of the General Meeting, other than the deletion of alternatives, must be initialled by the signatory(ies).

14. The chairperson of the General Meeting may reject or accept any form of proxy in respect of the General Meeting which is completed and/or received, other than in compliance with these notes and instructions or with the Memorandum of Incorporation of the Company, provided that the chairperson is satisfied as to the manner in which the Shareholder wishes to vote.

15. Documentary evidence establishing the authority of a person signing this form of proxy in respect of the General Meeting in a representative capacity must be attached to this form of proxy in respect of the General Meeting, unless previously recorded by the Company or unless this requirement is waived by the chairperson of the General Meeting.

16. A minor or any other person under legal incapacity must be assisted by his parent or guardian, as applicable, unless the relevant documents establishing his capacity are produced or have been registered with the Company.

17. Where there are joint holders of Shares:

• any one holder may sign this form of proxy in respect of the General Meeting;

• 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 Company’s register of Shareholders) 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).

18. Forms of proxy in respect of the General Meeting (pink) must be lodged with or mailed to Computershare Investor Services Proprietary Limited:

Hand deliveries to: Postal deliveries to:

Computershare Investor ServicesProprietary Limited


Rosebank Towers15 Biermann Avenue Rosebank, 2196

PO Box 61051 Marshalltown 2107

to be received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours (on Business Days only) before the resumption of an adjourned General Meeting which date, if necessary, will be released on SENS). Alternatively, the form of proxy in respect of the General Meeting (pink) may be handed to the chairperson of the General Meeting prior to the commencement of the General Meeting on Friday, 12 May 2017.

19. If this form of proxy in respect of the General Meeting has been delivered to the Company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the Company’s Memorandum of Incorporation to be delivered by the Company to the Shareholder must be delivered by the Company to (i) the Shareholder or (ii) the proxy or proxies, if the Shareholder has directed the Company in writing to do so and paid any reasonable fee charged by the Company for doing so.

121



(“Astrapak” or “the Company”)

NOTICE CONVENING THE ORDINARY SHARE SCHEME MEETING

If you are in any doubt as to what action you should take in respect of the Ordinary Share Scheme Meeting and/or the following resolutions, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately.

All terms used in this Notice convening the Ordinary Share Scheme Meeting (“Notice convening the Ordinary Share Scheme Meeting”) shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings attributed to them in the Circular to which this Notice convening the Ordinary Share Scheme Meeting is attached.

Ordinary Shareholders are reminded that:

– an Ordinary Shareholder entitled to attend and vote at the Ordinary Share Scheme Meeting is entitled to appoint one or more proxies to attend, speak and vote in its stead at the Ordinary Share Scheme Meeting in the place of that Ordinary Shareholder, and Ordinary Shareholders are referred to the attached Form of Proxy in respect of the Ordinary Share Scheme Meeting (yellow) in this regard;

– a proxy need not also be an Ordinary Shareholder; and– in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of

Ordinary Shareholders must present reasonably satisfactory identification to the chairperson of the Ordinary Share Scheme Meeting, and the chairperson must be reasonably satisfied that the right of any person to participate in and vote (whether as Ordinary Shareholder or as proxy for an Ordinary Shareholder) has been reasonably verified.

A. NOTICE

Notice is hereby given that an Ordinary Share Scheme Meeting, as at the Ordinary Share Scheme Voting Record Date of Friday, 5 May 2017, will be held at 11:00 (or immediately following the Preference Share Scheme Meeting, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter.


Ordinary Share Scheme Record Date

The Astrapak Board determined that, in accordance with the requirements of section 62(3)(a), read with section 59 of the Companies Act, the Ordinary Share Scheme Voting Record Date, being the date on which Ordinary Shareholders who are entitled to attend and vote at the Ordinary Share Scheme Meeting will be determined, will be Friday, 5 May 2017. Accordingly, the last day to trade Astrapak Ordinary Shares in order to be recorded in the Register to vote at the Ordinary Share Scheme Meeting will be Tuesday, 2 May 2017.


If you hold Dematerialised Ordinary Shares which are registered in your own-name or if you are the registered holder of Certificated Ordinary Shares:

– you may attend the Ordinary Share Scheme Meeting in person; or– alternatively, you may appoint a proxy to represent you at the Ordinary Share Scheme Meeting by

completing the attached Form of Proxy in respect of the Ordinary Share Scheme Meeting (yellow) in accordance with the instructions contained therein and returning it to the Transfer Secretaries to be received by not later than 10:00 on Wednesday, 10 May 2017 (or 48 hours before the resumption of

122

an adjourned Ordinary Share Scheme Meeting which date, if necessary, will be released on SENS), being 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time of the Ordinary Share Scheme Meeting). Alternatively, the form of proxy in respect of the Ordinary Share Scheme Meeting (yellow) may be handed to the chairperson of the Ordinary Share Scheme Meeting prior to the commencement of the Ordinary Share Scheme Meeting and by no later than 10:00 on Friday, 12 May 2017. A proxy need not be a Shareholder of the Company.

The attached form of proxy in respect of the Ordinary Share Scheme Meeting (yellow) is only to be completed by those Ordinary Shareholders who:

– hold Astrapak Ordinary Shares in Certificated form; or– are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.

If you hold Dematerialised Ordinary Shares which are not registered in your name:

– and wish to attend the Ordinary Share Scheme Meeting, you must obtain the necessary letter of representation from your CSDP or broker to attend the Ordinary Share Scheme Meeting in person or by proxy and vote;

– and do not wish to attend the Ordinary Share Scheme Meeting but would like your vote to be recorded at the meeting, you should contact your CSDP or broker and furnish them with your voting instructions in terms of the relevant custody agreement entered into between you and your CSDP or broker; and

– you must not complete the attached form of proxy in respect of the Ordinary Share Scheme Meeting (yellow).

Electronic Participation

Ordinary Shareholders or their proxies may participate in (but not vote at) the Ordinary Share Scheme Meeting by way of a teleconference call and, if they wish to do so:

– must contact the Company Secretary (by email at the address [email protected]), by no later than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that conference call;

– will be required to provide reasonably satisfactory identification; and– will be billed separately by their own telephone service providers for their telephone call to participate

in the Ordinary Share Scheme Meeting,

provided that Ordinary Shareholders and their proxies will not be able to vote telephonically at the Ordinary Share Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the Ordinary Share Scheme Meeting.

Identification

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 Ordinary Shareholders will be required to provide reasonably satisfactory identification to the chairperson of the Ordinary Share Scheme Meeting in order to participate in and vote at the Ordinary Share Scheme Meeting.

Voting

On a show of hands, every Ordinary Shareholder who is present in person, by proxy or represented at the Ordinary Share Scheme Meeting shall have one vote (irrespective of the number of Ordinary Shares held) and on a poll, one vote in respect of each Ordinary Share held.

123

C. PURPOSE OF THE ORDINARY SHARE SCHEME MEETING

The purpose of the Ordinary Share Scheme Meeting is to consider, and if deemed fit, pass, with or without modification, all resolutions set out below.

SPECIAL RESOLUTION:

APPROVAL OF THE ORDINARY SHARE SCHEME IN TERMS OF SECTIONS 114 AND 115 OF THE COMPANIES ACT

“Resolved that, subject to the passing of:

(i) special resolution number 1 (Approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act),

(ii) special resolution number 2 (Approval of the amendments to the ASOS Trust trust deed) required to implement the transactions contemplated in the Circular issued by the Company on 7 April 2017 in respect of, inter alia, the Ordinary Share Scheme, and

(iii) ordinary resolution number 1 (Approval of the entry into all and any agreements pursuant to section 75(7)(b)(i) of the Companies Act, to the extent required),

at the General Meeting of Astrapak Shareholders,

(iv) the fulfilment or waiver (as the case may be) of the conditions to implement the Preference Share Scheme, and

(v) the special resolution to approve the Preference Share Scheme at the Preference Share Scheme Meeting,

the scheme of arrangement proposed by the Astrapak Board between Astrapak and its Ordinary Shareholders in terms of section 114(1) of the Companies Act (as more fully described in paragraph 3 of the Circular to which this Notice convening the Ordinary Share Scheme Meeting is attached), which, if implemented, will result in RPC either itself or through RPC Nominee, acquiring all of the Astrapak Ordinary Shares, excluding 12 837 424 Treasury Shares and the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, and excluding the Astrapak Ordinary Shares of the Ordinary Shareholders of Astrapak who exercise their appraisal rights in terms of section 164 of the Companies Act and who accept an offer made to them by the Company in terms of section 164(11) of the Companies Act or who, pursuant to an order of Court, tender their Astrapak Ordinary Shares to the Company in terms of section 164(15)(v) of the Companies Act, for the Ordinary Share Scheme Consideration, be and is hereby approved as a special resolution in accordance with the requirements of section 115(2)(a) of the Companies Act.”

The quorum requirement for the special resolution to be adopted: at least three Ordinary Shareholders present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on such special resolution.

In accordance with section 115(4) of the Companies Act, the voting rights of RPC (if any) are excluded for purposes of both determining whether the applicable quorum requirements are satisfied and voting on this resolution.

The percentage of voting rights required for the special resolution to be adopted: at least 75% of the voting rights that are entitled to be exercised on such special resolution.

ORDINARY RESOLUTION: AUTHORITY GRANTED TO DIRECTORS

“Resolved that each director of Astrapak and be and is hereby individually authorised to sign all such documents and do all such other things as may be necessary for or incidental to the implementation of the above special resolution.”

The quorum requirement for the ordinary resolution to be adopted is at least three Ordinary Shareholders present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on the ordinary resolution.


124

D. APPRAISAL RIGHTS FOR DISSENTING ORDINARY SHAREHOLDERS

In accordance with section 164 of the Companies Act, at any time before the special resolution as set out in this Notice convening the Ordinary Share Scheme Meeting is voted on, an Ordinary Shareholder may give the Company a written notice objecting to the special resolution.

Within 10 Business Days after the Company has adopted the special resolution, the Company must send a notice that the special resolution has been adopted to each Ordinary Shareholder who:

– gave the Company a written notice of objection as contemplated above; and– has neither withdrawn that notice nor voted in support of the special resolution.

An Ordinary Shareholder may demand that the Company pay the Ordinary Shareholder the fair value for all of the Ordinary Shares of the Company held by that person if:

– the Ordinary Shareholder has sent the Company a written notice of objection;– the Company has adopted the special resolution; and– the Ordinary Shareholder voted against the special resolution 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 Annexure 7 to the Circular to which this Notice convening the Ordinary Share Scheme Meeting is attached. Further detail regarding the process and consequences of an Ordinary Shareholder exercising its Appraisal Rights are set out in paragraph 3.2.7 of the Circular.



7 April 2017






FORM OF PROXY IN RESPECT OF THE ORDINARY SHARE SCHEME MEETING

For use only by Ordinary Shareholders (other than holders of the Excluded Ordinary Shares) who:

• hold Ordinary Shares in certificated form (“Certificated Ordinary Shareholders”); or

• have dematerialised their Ordinary Shares (“Dematerialised Ordinary Shareholders”) and are registered with “own-name” registration,

at the meeting of Ordinary Shareholders of the Company (“Ordinary Share Scheme Meeting”) to be held at 11:00 (or immediately following the Preference Share Scheme Meeting, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg.

All terms used in this form of proxy in respect of the Ordinary Share Scheme 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 form of proxy in respect of the Ordinary Share Scheme Meeting is attached.

Dematerialised Ordinary Shareholders holding ordinary shares, other than with “own-name” registration, who wish to attend the Ordinary Share Scheme Meeting must inform their CSDP or broker of their intention to attend the Ordinary Share Scheme Meeting and request their CSDP or broker to issue them with the relevant letter of representation to attend the Ordinary Share Scheme Meeting in person or by proxy and vote. If they do not wish to attend the Ordinary Share Scheme Meeting in person or by proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Such Ordinary Shareholders must not use this form of proxy in respect of the Ordinary Share Scheme Meeting.

Companies and other corporate bodies who are Ordinary Shareholders having Ordinary Shares registered in their own names may, instead of completing this form of proxy in respect of the Ordinary Share Scheme Meeting, appoint a duly authorised representative to represent them and exercise all of their rights at the Ordinary Share Scheme Meeting by giving written notice of the appointment of that representative.

Each Ordinary Shareholder is entitled to appoint one or more proxies (who need not be an Ordinary Shareholder of the Company) to attend, speak and vote in place of that Ordinary Shareholder at the Ordinary Share Scheme Meeting.

Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Ordinary Shareholders in terms of section 58 of the Companies Act with regard to the appointment of proxies.I/We


of (address)



being the holder of Ordinary Shares in the capital of the Company, do hereby appoint (see note):



3. the chairperson of the Ordinary Share Scheme Meeting,

as my/our proxy to act for me/us at the Ordinary Share Scheme Meeting convened for purposes of considering and, if deemed fit, passing, with or without modification, the resolutions (“resolutions”) to be proposed thereat and at each adjournment or postponement thereof and to vote for and/or against the resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the Shares registered in my/our name in accordance with the following instructions:

Number of Shares

For Against Abstain

Special ResolutionApproval of the Ordinary Share Scheme in accordance with the requirements of sections 114 and 115 of the Companies Act

Ordinary ResolutionAuthority granted to directors to take all actions necessary to implement the Special Resolution: Approval of the Ordinary Share Scheme in accordance with the requirements of sections 114 and 115 of the Companies Act

Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of Ordinary Shares than you own in the Company, insert the number of Shares held in respect of which you desire to vote.


Signed at on 2017

Signature


Notes:

1. Summary of rights contained in section 58 of the Companies Act






• any appointment remains valid until the end of the Ordinary Share Scheme Meeting (or any adjournment or postponement thereof), unless it is revoked in the manner contemplated herein;



2. The form of proxy in respect of the Ordinary Share Scheme Meeting must only be used by Ordinary Shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in “own name”.

3. This form of proxy in respect of the Ordinary Share Scheme Meeting will apply to all the Ordinary Shares registered in the name of the Ordinary Shareholder who signs this form of proxy on the Ordinary Share Scheme Voting Record Date (and all the votes associated with those shares) unless a lesser number of Shares is inserted.

4. An Ordinary Shareholder entitled to attend and vote at the Ordinary Share Scheme Meeting may insert the name of a proxy or the names of two alternative proxies of the Ordinary Shareholder’s choice in the space provided, with or without deleting “the chairperson of the Ordinary Share Scheme Meeting”. The proxy need not be an Ordinary Shareholder. If more than one name is inserted, the person whose name stands first on the form of proxy in respect of the Ordinary Share Scheme Meeting and who is present at the Ordinary Share Scheme Meeting will be entitled to act as proxy to the exclusion of such proxy(ies) whose names follow. If the name of the proxy is not inserted, the chairperson of the Ordinary Share Scheme Meeting will be appointed as proxy.

5. The proxy appointed in this form of proxy in respect of the Ordinary Share Scheme Meeting may delegate the authority given to him or her in this form of proxy in respect of the Ordinary Share Scheme Meeting by delivering to the Company, in the manner required by these instructions, a further form of proxy in respect of the Ordinary Share Scheme Meeting which has been completed in a manner consistent with the authority given to the proxy in this form of proxy in respect of the Ordinary Share Scheme Meeting.

6. Unless revoked in the manner contemplated in note 12 below, the appointment of proxy in terms of this form of proxy in respect of the Ordinary Share Scheme Meeting shall remain valid until the end of the Ordinary Share Scheme Meeting, even if the Ordinary Share Scheme Meeting or a part thereof is postponed or adjourned, to a date that is two months after the date on when it was signed. This form of proxy in respect of the Ordinary Share Scheme Meeting shall not be used at the resumption of the Ordinary Share Scheme Meeting (if adjourned), if it could not have been used at the Ordinary Share Scheme Meeting from which the adjournment took place for any reason other than that it was not lodged timeously for the Ordinary Share Scheme Meeting from which the adjournment took place.

7. This form of proxy in respect of the Ordinary Share Scheme Meeting shall, in addition to the authority granted under the Companies Act, be deemed to confer the power generally to act at the Ordinary Share Scheme Meeting, subject to the specific direction as to the manner of voting in this form of proxy in respect of the Ordinary Share Scheme Meeting or on separate written instructions which accompany this form of proxy in respect of the Ordinary Share Scheme Meeting. A proxy is therefore entitled to exercise, or abstain from exercising, any voting right of the Ordinary Shareholder without direction, except to the extent that the voting instructions are indicated on form of proxy in respect of the Ordinary Share Scheme Meeting or on separate written instructions which accompany this form of proxy in respect of the Ordinary Share Scheme Meeting.

8. If an Ordinary Shareholder does not indicate on this form of proxy in respect of the Ordinary Share Scheme Meeting that its proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the Ordinary Share Scheme Meeting be proposed, or any resolution listed in the form of proxy in respect of the Ordinary Share Scheme Meeting is modified or amended, such proxy

shall be entitled to vote as he or she thinks fit. If, however, the Ordinary Shareholder has provided separate written instructions which accompany this form of proxy in respect of the Ordinary Share Scheme Meeting and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to above, then the proxy shall comply with those instructions.

9. A Shareholder or the proxy is not obliged to cast all the votes exercisable by the Shareholder or by the proxy, but the total of the votes cast in respect of which abstention is recorded may not exceed the total number of the votes exercisable by the Ordinary Shareholder or by the proxy.

10. A vote cast or act done in accordance with the terms of this form of proxy in respect of the Ordinary Share Scheme Meeting shall be valid in relation to the Ordinary Share Scheme Meeting, notwithstanding the previous death, insanity or other legal disability of the person appointing the proxy, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the abovementioned matters shall have been received by the Transfer Secretaries or the chairperson of the Ordinary Share Scheme Meeting before the commencement or resumption of the Ordinary Share Scheme Meeting.

11. The completion and lodging of this form of proxy in respect of the Ordinary Share Scheme Meeting will not preclude the relevant Ordinary Shareholder from attending the Ordinary Share Scheme Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Ordinary Shareholder wish to do so. Accordingly, the appointment of a proxy in terms hereof is suspended at any time and to the extent that the Ordinary Shareholder chooses to act directly and in person in the exercise of any rights as an Ordinary Shareholder.

12. An Ordinary Shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy, and (ii) delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the Ordinary Shareholder as of the later of (i) the date stated in the revocation instrument, if any, or (ii) the date on which the revocation instrument was delivered to the Company.

13. Any alteration or correction made to this form of proxy in respect of the Ordinary Share Scheme Meeting, other than the deletion of alternatives, must be initialled by the signatory(ies).

14. The chairperson of the Ordinary Share Scheme Meeting may reject or accept any form of proxy in respect of the Ordinary Share Scheme Meeting which is completed and/or received, other than in compliance with these notes and instructions or with the Memorandum of Incorporation of the Company, provided that the chairperson is satisfied as to the manner in which the Ordinary Shareholder wishes to vote.

15. Documentary evidence establishing the authority of a person signing this form of proxy in respect of the Ordinary Share Scheme Meeting in a representative capacity must be attached to this form of proxy in respect of the Ordinary Share Scheme Meeting, unless previously recorded by the Company or unless this requirement is waived by the chairperson of the Ordinary Share Scheme Meeting.



• any one holder may sign this form of proxy in respect of the Ordinary Share Scheme Meeting;


18. Forms of proxy in respect of the Ordinary Share Scheme Meeting (yellow) must be lodged with or mailed to Computershare Investor Services Proprietary Limited:




Rosebank Towers 15 Biermann Avenue Rosebank, 2196

PO Box 61051 Marshalltown 2107

to be received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours (on Business Days only) before the resumption of an adjourned Ordinary Share Scheme Meeting which date, if necessary, will be released on SENS). Alternatively, the form of proxy in respect of the Ordinary Share Scheme Meeting (yellow) may be handed to the chairperson of the Ordinary Share Scheme Meeting prior to the commencement of the Ordinary Share Scheme Meeting and by no later than 10:00 on Friday, 12 May 2017.

19. If this form of proxy in respect of the Ordinary Share Scheme Meeting has been delivered to the Company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the Company’s Memorandum of Incorporation to be delivered by the Company to the Shareholder must be delivered by the Company to (i) the Shareholder or (ii) the proxy or proxies, if the Shareholder has directed the Company in writing to do so and paid any reasonable fee charged by the Company for doing so.




FORM OF SURRENDER AND TRANSFER IN RESPECT OF THE ORDINARY SHARE SCHEME (“FORM”)

Important notes concerning this Form:– This Form is only for use in respect of the scheme of arrangement proposed by the Astrapak Board between

Astrapak and its Ordinary Shareholders (“the Ordinary Share Scheme”) in accordance with the requirements of section 114(1) of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”).

– Full details of the Ordinary Share Scheme are contained in the Circular to Shareholders of Astrapak, dated 7 April 2017 (“Circular”), to which this Form is attached and forms part. Accordingly, all terms used in this Form shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings attributed to them in the Circular.

– This Form is attached for use by Certificated Astrapak Ordinary Shareholders who, as set out in paragraph 3.2 of the section of the Circular entitled ‘Action Required by Astrapak Ordinary Shareholders’, if the Ordinary Share Scheme becomes operative, will be required to surrender their Documents of Title in respect of all their Astrapak Ordinary Shares in order to claim the Ordinary Share Scheme Consideration payable to them.

– HOLDERS OF DEMATERIALISED ORDINARY SHARES MUST NOT COMPLETE THIS FORM.

INSTRUCTIONS:

1. The surrender of Documents of Title is for use only by Ordinary Share Scheme Participants who are Certificated Ordinary Shareholders.

2. A separate Form is required for each Certificated Ordinary Share Scheme Participant.

3. Part A must be completed by all Ordinary Share Scheme Participants who return this Form.

4. Part B must be completed by all Ordinary Share Scheme Participants who are emigrants from South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland (collectively “the Common Monetary Area”).

5. If this Form is returned with the relevant Documents of Title to Astrapak Ordinary Shares, it will be treated as a conditional surrender which is made subject to the Ordinary Share Scheme becoming operative. In the event of the Ordinary Share Scheme not becoming operative for any reason whatsoever, Computershare Investor Services Proprietary Limited will, by no later than five Business Days after the date upon which it becomes known that the Ordinary Share Scheme will not be operative, return the Documents of Title to the Ordinary Shareholders concerned, by registered post, at the risk of such Ordinary Shareholders.

6. Persons who have acquired Ordinary Shares in Astrapak after the date of the issue of the Circular to which this Form is attached, may obtain copies of the Form and the Circular from Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107).

7. The Ordinary Share Scheme Consideration will not be sent to Certificated Ordinary Share Scheme Participants unless and until Documents of Title in respect of the relevant Ordinary Scheme Shares have been surrendered to Computershare Investor Services Proprietary Limited.

To: Computershare Investor Services Proprietary LimitedRosebank Towers, 15 Biermann Avenue, Rosebank, 2196(PO Box 61763, Marshalltown, 2107)

Dear Sirs

PART A: TO BE COMPLETED BY ALL ORDINARY SHARE SCHEME PARTICIPANTS WHO RETURN THIS FORM.

I/We, the undersigned Ordinary Share Scheme Participant, hereby surrender the Astrapak share certificate/s and/or other Documents of Title attached hereto, representing ordinary shares with a par value of R0.001 each, registered in the name of the person mentioned below and authorise the Transfer Secretaries, conditional upon the Ordinary Share Scheme becoming operative, to register the transfer of such Astrapak Ordinary Shares into the name of RPC Group Limited or its nominee(s) as follows:

Name of Ordinary Shareholder Certificate number(s)

Number of Astrapak Ordinary Shares covered by each certificate(s) enclosed

Total

Surname or Name of corporate body:

First name(s) in full

Title (Mr, Mrs, Miss, Ms, etc)

Address to which the Ordinary Share Scheme Consideration should be sent (if different from registered address)

Postal code

Note:

Signature of Astrapak Ordinary ShareholdersName and address of agent lodging this Form (if any)

Assisted by me (if applicable)

(State full name and capacity)

Date 2017

Telephone number (Home) ( )

Telephone number (Work) ( )

Cellphone number

PART B: TO BE COMPLETED BY EMIGRANTS OF THE COMMON MONETARY AREA.

Nominated authorised dealer in the case of an Ordinary Share Scheme Participant who is an emigrant from the Common Monetary Area (see note 3 below). NB: PART A must also be completed.

Name of dealer Account number

Address

PART C: BANK ACCOUNT DETAILS OF ASTRAPAK ORDINARY SHAREHOLDERS.

To be completed in BLOCK CAPITALS by Astrapak Ordinary Shareholders wishing to receive payment of the Ordinary Share Ordinary Share Scheme Consideration by means of EFT.I/We, being a holder/s of Astrapak Ordinary Shares hereby request that the Ordinary Share Scheme Consideration be electronically deposited into my/our bank account, the details of which are as follows:

Name of account holder (no third party accounts):

Bank name:

Branch name:

Branch code:

Account number:

Signature of Ordinary Shareholder:

Assisted by me (if applicable):

(State full name and capacity):

Date:

Tel (Home) ( ) Tel (Work) ( ) Cell phone

In terms of FICA, Computershare Investor Services Proprietary Limited will only be able to record the bank details if certified true copies of the Ordinary Shareholder’s identity document and bank statement are submitted with this Form.

PART D: TO BE COMPLETED IN BLOCK CAPITALS BY ASTRAPAK ORDINARY SHAREHOLDERS WHO ARE EMIGRANTS FROM THE COMMON MONETARY AREA (“EMIGRANTS”) AND NON-RESIDENTS OF THE COMMON MONETARY AREA (SEE NOTES 3 AND 4 BELOW).

The Ordinary Share Scheme Consideration will be forwarded to the authorised dealer in foreign exchange in South Africa controlling the emigrant’s blocked assets in terms of the Exchange Control Regulations as nominated below for its control and credited to the emigrant’s blocked assets account. Accordingly, Astrapak Ordinary Shareholder emigrants must provide the following information:

Name of authorised dealer:

Account number:

Address:

Signature of authorised dealer:

If emigrants make no nomination above, the Company Secretary will hold the consideration in trust for the benefit of the emigrants concerned until lawfully claimed by such Ordinary Share Scheme Participant for a maximum period of five years, after which such funds shall be made over to the Guardian’s Fund. Non-residents: Must complete Part D if they wish the Ordinary Share Scheme Consideration to be paid to an authorised dealer in South Africa.

Notes and instructions:

1. Applications under this Form are irrevocable and may not be withdrawn once submitted.

2. Ordinary Share Scheme Participants should consult their professional advisors in case of doubt as to the correct completion of this Form.

3. Emigrants from the Common Monetary Area must complete Part B.

4. All other non-residents of the Common Monetary Area must complete Part D if they wish the Ordinary Share Scheme Consideration to be paid to an authorised dealer in South Africa.

5. If Part B is not properly completed by emigrants, the Ordinary Share Scheme Consideration will be held in trust by the Company Secretary pending receipt of the necessary nomination or instruction. No interest will be paid on the amount so held in trust.

6. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE Limited (“JSE”), lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this Form.

7. Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in South Africa which has control of their blocked assets in Part B of this Form. Failing such nomination, the Ordinary Share Scheme Consideration due to such Ordinary Share Scheme Participants in accordance with the provisions of the Ordinary Share Scheme will be held by Astrapak, pending instructions from the Ordinary Share Scheme Participants concerned.

8. Any alteration to this Form must be signed in full and not initialled.

9. If this Form 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 Astrapak or the Transfer Secretaries). This does not apply in the event of this Form bearing a JSE broker’s stamp.

10. Where the Ordinary Share Scheme Participant is a company or a close corporation, unless it has already been registered with Astrapak or the Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this Form must be submitted if so requested by Astrapak.

11. If this Form is not signed by the Ordinary Share Scheme Participant, the Ordinary Share Scheme Participant will be deemed to have irrevocably appointed the Transfer Secretaries to implement the Ordinary Share Scheme Participant’s obligations under the Ordinary Share Scheme on his or her behalf.

12. Where there are any joint holders of any Ordinary Scheme Shares, only that holder whose name stands first in the Register in respect of such Ordinary Shares need sign this Form.

13. A minor must be assisted by his or her parent or guardian, unless the relevant documents establishing his or her legal capacity are produced or have been registered by the Transfer Secretaries.

14. Should you surrender your Documents of Title in anticipation of the Ordinary Share Scheme becoming operative and the Ordinary Share Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon which it becomes known that the Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is the later, return the Documents of Title to you by post at your risk.

131


(Registration number 1995/009169/06)Share code: APKP ISIN: ZAE000087201


NOTICE CONVENING THE PREFERENCE SHARE SCHEME MEETING

If you are in any doubt as to what action you should take in respect of the Preference Share Scheme Meeting and/or the following resolutions, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately.

All terms used in this Notice convening the Preference Share Scheme Meeting (“Notice convening the Preference Share Scheme Meeting”) shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings attributed to them in the Circular to which this Notice convening the Preference Share Scheme Meeting is attached.

Preference Shareholders are reminded that:

– a Preference Shareholder entitled to attend and vote at the Preference Share Scheme Meeting is entitled to appoint one or more proxies to attend, speak and vote in its stead at the Preference Share Scheme Meeting in the place of that Preference Shareholder, and Preference Shareholders are referred to the attached Form of Proxy in respect of the Preference Share Scheme Meeting (green) in this regard;

– a proxy need not also be a Preference Shareholder; and– in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting

of Preference Shareholders must present reasonably satisfactory identification to the chairperson of the Preference Share Scheme Meeting, and the chairperson must be reasonably satisfied that the right of any person to participate in and vote (whether as Preference Shareholder or as proxy for a Preference Shareholder) has been reasonably verified.

A. NOTICE

Notice is hereby given that a Preference Share Scheme Meeting, as at the Preference Share Scheme Voting Record Date of Friday, 5 May 2017, will be held at 10:30 (or immediately following the General Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter.


Preference Share Scheme Record Date

The Astrapak Board determined that, in accordance with the requirements of section 62(3)(a), read with section 59 of the Companies Act, the Preference Share Scheme Voting Record Date, being the date on which Preference Shareholders who are entitled to attend and vote at the Preference Share Scheme Meeting will be determined, will be Friday, 5 May 2017. Accordingly, the last day to trade Astrapak Preference Shares in order to be recorded in the Register to vote at the Preference Share Scheme Meeting will be Tuesday, 2 May 2017.

132


If you hold Dematerialised Preference Shares which are registered in your own-name or if you are the registered holder of Certificated Preference Shares:

– you may attend the Preference Share Scheme Meeting in person; or– alternatively, you may appoint a proxy to represent you at the Preference Share Scheme Meeting by

completing the attached Form of Proxy in respect of the Preference Share Scheme Meeting (green) in accordance with the instructions contained therein and returning it to the Transfer Secretaries to be received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours before the resumption of an adjourned Preference Share Scheme Meeting which date, if necessary, will be released on SENS), being 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time of the Preference Share Scheme Meeting). Alternatively, the form of proxy in respect of the Preference Share Scheme Meeting (green) may be handed to the chairperson of the Preference Share Scheme Meeting prior to the commencement of the Preference Share Scheme Meeting and by no later than 10:00 on Friday, 12 May 2017. A proxy need not be a Shareholder of the Company.

The attached Form of Proxy in respect of the Preference Share Scheme Meeting (green) is only to be completed by those Preference Shareholders who:

– hold Astrapak Preference Shares in Certificated form; or– are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.

If you hold Dematerialised Preference Shares which are not registered in your name:

– and wish to attend the Preference Share Scheme Meeting, you must obtain the necessary letter of representation from your CSDP or broker to attend the Preference Share Scheme Meeting in person or by proxy and vote;

– and do not wish to attend the Preference Share Scheme Meeting but would like your vote to be recorded at the meeting, you should contact your CSDP or broker and furnish them with your voting instructions in terms of the relevant custody agreement entered into between you and your CSDP or broker; and

– you must not complete the attached form of proxy in respect of the Preference Share Scheme Meeting (green).

Electronic Participation

Preference Shareholders or their proxies may participate in (but not vote at) the Preference Share Scheme Meeting by way of a teleconference call and, if they wish to do so:

– must contact the Company Secretary (by email at the address [email protected]), by no later than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that conference call;

– will be required to provide reasonably satisfactory identification; and– will be billed separately by their own telephone service providers for their telephone call to participate

in the Preference Share Scheme Meeting,

provided that Preference Shareholders and their proxies will not be able to vote telephonically at the Preference Share Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the Preference Share Scheme Meeting.

Identification

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 Preference Shareholders will be required to provide reasonably satisfactory identification to the chairperson of the Preference Share Scheme Meeting in order to participate in and vote at the Preference Share Scheme Meeting.

133

Voting

On a show of hands, every Preference Shareholder who is present in person, by proxy or represented at the Preference Share Scheme Meeting shall have one vote (irrespective of the number of Preference Shares held) and on a poll, one vote in respect of each Preference Share held.

C. PURPOSE OF THE PREFERENCE SHARE SCHEME MEETING

The purpose of the Preference Share Scheme Meeting is to consider, and if deemed fit, pass, with or without modification, all resolutions set out below.

SPECIAL RESOLUTION

APPROVAL OF THE PREFERENCE SHARE SCHEME IN TERMS OF SECTIONS 114 AND 115 OF THE COMPANIES ACT

“Resolved that, subject to the passing of:

(i) special resolution number 1 (Approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act),

(ii) special resolution number 2 (Approval of the amendments to the ASOS Trust trust deed) required to implement the transactions contemplated in the Circular issued by the Company on 7 April 2017 in respect of, inter alia, the Preference Share Scheme, and

(iii) ordinary resolution number 1 (Approval of the entry into all and any agreements pursuant to section 75(7)(b)(i) of the Companies Act, to the extent required),

at the General Meeting of Astrapak Shareholders, the scheme of arrangement proposed by the Astrapak Board between Astrapak and its Preference Shareholders in terms of section 114(1) of the Companies Act (as more fully described in paragraph 4 of the Circular to which this Notice convening the Preference Share Scheme Meeting is attached, and which paragraph 4 states, inter alia, that the Preference Share Scheme Consideration will be distributed firstly out of “Contributed Tax Capital” (as defined in section 1 of the Income Tax Act) to the extent of the “Contributed Tax Capital” attributable to the Preference Shares, with the balance (if any) being distributed from profits/reserves”), which, if implemented, will result in the voluntary repurchase by Astrapak of all the Astrapak Preference Shares, whereby the Preference Shareholders will be obliged to sell to the Company, 100% of the issued Preference Shares for the Preference Share Scheme Consideration, excluding the Astrapak Preference Shares of the Preference Shareholders of Astrapak who exercise their appraisal rights in terms of section 164 of the Companies Act and who accept an offer made to them by the Company in terms of section 164(11) of the Companies Act or who, pursuant to an order of Court, tender their Astrapak Preference Shares to the Company in terms of section 164(15)(v) of the Companies Act, be and is hereby approved as a special resolution in accordance with the requirements of section 115(2)(a) of the Companies Act.”

The quorum requirement for the special resolution to be adopted: at least three Preference Shareholders present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on such special resolution.

The percentage of voting rights required for the special resolution to be adopted: at least 75% of the voting rights that are entitled to be exercised on such special resolution.

ORDINARY RESOLUTION: AUTHORITY GRANTED TO DIRECTORS

“Resolved that each director of Astrapak be and is hereby individually authorised to sign all such documents and do all such other things as may be necessary for or incidental to the implementation of the above special resolution.”

The quorum requirement for the ordinary resolution to be adopted is at least three Preference Shareholders present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights that are entitled to be exercised on the ordinary resolution.


134

D. APPRAISAL RIGHTS FOR DISSENTING PREFERENCE SHAREHOLDERS

In accordance with section 164 of the Companies Act, at any time before the special resolution as set out in this notice convening the Preference Share Scheme Meeting is voted on, a Preference Shareholder may give the Company a written notice objecting to the special resolution.

Within 10 Business Days after the Company has adopted the special resolution, the Company must send a notice that the special resolution has been adopted to each Preference Shareholder who:

– gave the Company a written notice of objection as contemplated above; and– has neither withdrawn that notice nor voted in support of the special resolution.

A Preference Shareholder may demand that the Company pay the Preference Shareholder the fair value for all of the Preference Shares of the Company held by that person if:

– the Preference Shareholder has sent the Company a written notice of objection;– the Company has adopted the special resolution; and– the Preference Shareholder voted against the special resolution 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 7 to the Circular to which this Notice convening the Preference Share Scheme Meeting is attached. Further detail regarding the process and consequences of a Preference Shareholder exercising its Appraisal Rights are set out in paragraph 4.2.6 of the Circular.



7 April 2017






FORM OF PROXY IN RESPECT OF THE PREFERENCE SHARE SCHEME MEETING

For use only by Preference Shareholders who:

• hold Preference Shares in certificated form (“Certificated Preference Shareholders”); or

• have dematerialised their Preference Shares (“Dematerialised Preference Shareholders”) and are registered with “own-name” registration,

at the meeting of Preference Shareholders of the Company (“Preference Share Scheme Meeting”) to be held at 10:30 (or immediately following the General Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg.

All terms used in this form of proxy in respect of the Preference Share Scheme 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 form of proxy in respect of the Preference Share Scheme Meeting is attached.

Dematerialised Preference Shareholders holding Preference Shares, other than with “own-name” registration, who wish to attend the Preference Share Scheme Meeting must inform their CSDP or broker of their intention to attend the Preference Share Scheme Meeting and request their CSDP or broker to issue them with the relevant letter of representation to attend the Preference Share Scheme Meeting in person or by proxy and vote. If they do not wish to attend the Preference Share Scheme Meeting in person or by proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Such Preference Shareholders must not use this form of proxy in respect of the Preference Share Scheme Meeting.

Companies and other corporate bodies who are Preference Shareholders having Preference Shares registered in their own names may, instead of completing this form of proxy in respect of the Preference Share Scheme Meeting, appoint a duly authorised representative to represent them and exercise all of their rights at the Preference Share Scheme Meeting by giving written notice of the appointment of that representative.

Each Preference Shareholder is entitled to appoint one or more proxies (who need not be a Preference Shareholder of the Company) to attend, speak and vote in place of that Preference Shareholder at the Preference Share Scheme Meeting.

Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Preference Shareholders in terms of section 58 of the Companies Act with regard to the appointment of proxies.I/We


of (address)



being the holder of Preference Shares in the capital of the Company, do hereby appoint (see note):



3. the chairperson of the Preference Share Scheme Meeting,

as my/our proxy to act for me/us at the Preference Share Scheme Meeting convened for purposes of considering and, if deemed fit, passing, with or without modification, the resolutions (“resolutions”) to be proposed thereat and at each adjournment or postponement thereof and to vote for and/or against the resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the Shares registered in my/our name in accordance with the following instructions:

Number of Shares

For Against Abstain

Special ResolutionApproval of the Preference Share Scheme in accordance with the requirements of sections 114 and 115 of the Companies Act

Ordinary ResolutionAuthority granted to directors to take all actions necessary to implement the Special Resolution: Approval of the Preference Share Scheme in accordance with the requirements of sections 114 and 115 of the Companies Act

Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of Preference Shares than you own in the Company, insert the number of Shares held in respect of which you desire to vote.


Signed at on 2017

Signature


Notes:

1. Summary of rights contained in section 58 of the Companies Act






• any appointment remains valid until the end of the Preference Share Scheme Meeting (or any adjournment or postponement thereof), unless it is revoked in the manner contemplated herein;



2. The form of proxy in respect of the Preference Share Scheme Meeting must only be used by Preference Shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in “own name”.

3. This form of proxy in respect of the Preference Share Scheme Meeting will apply to all the Preference Shares registered in the name of the Preference Shareholder who signs this form of proxy on the Preference Share Scheme Voting Record Date (and all the votes associated with those shares) unless a lesser number of Shares is inserted.

4. A Preference Shareholder entitled to attend and vote at the Preference Share Scheme Meeting may insert the name of a proxy or the names of two alternative proxies of the Preference Shareholder’s choice in the space provided, with or without deleting “the chairperson of the Preference Share Scheme Meeting”. The proxy need not be a Preference Shareholder. If more than one name is inserted, the person whose name stands first on the form of proxy in respect of the Preference Share Scheme Meeting and who is present at the Preference Share Scheme Meeting will be entitled to act as proxy to the exclusion of such proxy(ies) whose names follow. If the name of the proxy is not inserted, the chairperson of the Preference Share Scheme Meeting will be appointed as proxy.

5. The proxy appointed in this form of proxy in respect of the Preference Share Scheme Meeting may delegate the authority given to him or her in this form of proxy in respect of the Preference Share Scheme Meeting by delivering to the Company, in the manner required by these instructions, a further form of proxy in respect of the Preference Share Scheme Meeting which has been completed in a manner consistent with the authority given to the proxy in this form of proxy in respect of the Preference Share Scheme Meeting.

6. Unless revoked in the manner contemplated in note 12 below, the appointment of proxy in terms of this form of proxy in respect of the Preference Share Scheme Meeting shall remain valid until the end of the Preference Share Scheme Meeting, even if the Preference Share Scheme Meeting or a part thereof is postponed or adjourned, to a date that is two months after the date on when it was signed. This form of proxy in respect of the Preference Share Scheme Meeting shall not be used at the resumption of the Preference Share Scheme Meeting (if adjourned), if it could not have been used at the Preference Share Scheme Meeting from which the adjournment took place for any reason other than that it was not lodged timeously for the Preference Share Scheme Meeting from which the adjournment took place.

7. This form of proxy in respect of the Preference Share Scheme Meeting shall, in addition to the authority granted under the Companies Act, be deemed to confer the power generally to act at the Preference Share Scheme Meeting, subject to the specific direction as to the manner of voting in this form of proxy in respect of the Preference Share Scheme Meeting or on separate written instructions which accompany this form of proxy in respect of the Preference Share Scheme Meeting. A proxy is therefore entitled to exercise, or abstain from exercising, any voting right of the Preference Shareholder without direction, except to the extent that the voting instructions are indicated on form of proxy in respect of the Preference Share Scheme Meeting or on separate written instructions which accompany this form of proxy in respect of the Preference Share Scheme Meeting.

8. If a Preference Shareholder does not indicate on this form of proxy in respect of the Preference Share Scheme Meeting that its proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the Preference Share Scheme Meeting be proposed, or any resolution listed in the form of proxy in respect of the

Preference Share Scheme Meeting is modified or amended, such proxy shall be entitled to vote as he or she thinks fit. If, however, the Preference Shareholder has provided separate written instructions which accompany this form of proxy in respect of the Preference Share Scheme Meeting and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to above, then the proxy shall comply with those instructions.

9. A Shareholder or the proxy is not obliged to cast all the votes exercisable by the Shareholder or by the proxy, but the total of the votes cast in respect of which abstention is recorded may not exceed the total number of the votes exercisable by the Preference Shareholder or by the proxy.

10. A vote cast or act done in accordance with the terms of this form of proxy in respect of the Preference Share Scheme Meeting shall be valid in relation to the Preference Share Scheme Meeting, notwithstanding the previous death, insanity or other legal disability of the person appointing the proxy, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the abovementioned matters shall have been received by the Transfer Secretaries or the chairperson of the Preference Share Scheme Meeting before the commencement or resumption of the Preference Share Scheme Meeting.

11. The completion and lodging of this form of proxy in respect of the Preference Share Scheme Meeting will not preclude the relevant Preference Shareholder from attending the Preference Share Scheme Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Preference Shareholder wish to do so. Accordingly, the appointment of a proxy in terms hereof is suspended at any time and to the extent that the Preference Shareholder chooses to act directly and in person in the exercise of any rights as a Preference Shareholder.

12. A Preference Shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy, and (ii) delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the Preference Shareholder as of the later of (i) the date stated in the revocation instrument, if any, or (ii) the date on which the revocation instrument was delivered to the Company.

13. Any alteration or correction made to this form of proxy in respect of the Preference Share Scheme Meeting, other than the deletion of alternatives, must be initialled by the signatory(ies).

14. The chairperson of the Preference Share Scheme Meeting may reject or accept any form of proxy in respect of the Preference Share Scheme Meeting which is completed and/or received, other than in compliance with these notes and instructions or with the Memorandum of Incorporation of the Company, provided that the chairperson is satisfied as to the manner in which the Preference Shareholder wishes to vote.

15. Documentary evidence establishing the authority of a person signing this form of proxy in respect of the Preference Share Scheme Meeting in a representative capacity must be attached to this form of proxy in respect of the Preference Share Scheme Meeting, unless previously recorded by the Company or unless this requirement is waived by the chairperson of the Preference Share Scheme Meeting.



• any one holder may sign this form of proxy in respect of the Preference Share Scheme Meeting;


18. Forms of proxy in respect of the Preference Share Scheme Meeting (green) must be lodged with or mailed to Computershare Investor Services Proprietary Limited:


Computershare Investor ServicesProprietary LimitedRosebank Towers 15 Biermann Avenue Rosebank, 2196

Computershare Investor ServicesProprietary LimitedPO Box 61051 Marshalltown 2107

to be received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours on Business Days only) before the resumption of an adjourned Preference Share Scheme Meeting which date, if necessary, will be released on SENS). Alternatively, the form of proxy in respect of the Preference Share Scheme Meeting (green) may be handed to the chairperson of the Preference Share Scheme Meeting prior to commencement of the Preference Share Scheme Meeting and by no later than 10:00 on Friday, 12 May 2017.

19. If this form of proxy in respect of the Preference Share Scheme Meeting has been delivered to the Company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the Company’s Memorandum of Incorporation to be delivered by the Company to the Shareholder must be delivered by the Company to (i) the Shareholder or (ii) the proxy or proxies, if the Shareholder has directed the Company in writing to do so and paid any reasonable fee charged by the Company for doing so.




FORM OF SURRENDER AND TRANSFER IN RESPECT OF THE PREFERENCE SHARE SCHEME (“FORM”)

Important notes concerning this Form:– This Form is only for use in respect of the scheme of arrangement proposed by the Astrapak Board between

Astrapak and its Preference Shareholders (“the Preference Share Scheme”) in accordance with the requirements of section 114(1) of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”).

– Full details of the Preference Share Scheme are contained in the Circular to Shareholders of Astrapak, dated 7 April 2017 (“Circular”), to which this Form is attached and forms part. Accordingly, all terms used in this Form shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings attributed to them in the Circular.

– This Form is attached for use by certificated Astrapak Preference Shareholders who, as set out in paragraph 3.2 of the section of the Circular entitled “Action Required by Astrapak Preference Shareholders”, if the Preference Share Scheme becomes operative, will be required to surrender their Documents of Title in respect of all their Astrapak Preference Shares in order to claim the Preference Share Scheme Consideration payable to them.

– HOLDERS OF DEMATERIALISED PREFERENCE SHARES MUST NOT COMPLETE THIS FORM.

INSTRUCTIONS:

1. The surrender of Documents of Title is for use only by Preference Share Scheme Participants who are Certificated Preference Shareholders.

2. A separate Form is required for each Certificated Preference Share Scheme Participant.

3. Part A must be completed by all Preference Share Scheme Participants who return this Form.

4. Part B must be completed by all Preference Share Scheme Participants who are emigrants from South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland (collectively “the Common Monetary Area”).

5. If this Form is returned with the relevant Documents of Title to Astrapak Preference Shares, it will be treated as a conditional surrender which is made subject to the Preference Share Scheme becoming operative. In the event of the Preference Share Scheme not becoming operative for any reason whatsoever, Computershare Investor Services Proprietary Limited will, by no later than five Business Days after the date upon which it becomes known that the Preference Share Scheme will not be operative, return the Documents of Title to the Preference Shareholders concerned, by registered post, at the risk of such Preference Shareholders.

6. Persons who have acquired Preference Shares in Astrapak after the date of the issue of the Circular to which this Form is attached, may obtain copies of the Form and the Circular from Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763, Marshalltown, 2107).

7. The Preference Share Scheme Consideration will not be sent to Certificated Preference Share Scheme Participants unless and until Documents of Title in respect of the relevant Preference Scheme Shares have been surrendered to Computershare Investor Services Proprietary Limited.

To: Computershare Investor Services Proprietary LimitedRosebank Towers, 15 Biermann Avenue, Rosebank, 2196(PO Box 61763, Marshalltown, 2107)

Dear Sirs

PART A: TO BE COMPLETED BY ALL PREFERENCE SHARE SCHEME PARTICIPANTS WHO RETURN THIS FORM.

I/We, the undersigned Preference Share Scheme Participant, hereby surrender the Astrapak share certificate/s and/or other Documents of Title attached hereto, representing Preference Shares with a par value of R0.001 each, registered in the name of the person mentioned below and authorise the Transfer Secretaries, conditional upon the Preference Share Scheme becoming operative, to register the transfer of such Astrapak Preference Shares into the name of Astrapak Limited or its nominee(s) as follows:

Name of Preference Shareholder Certificate number(s)

Number of Astrapak Preference Shares covered by each certificate(s) enclosed

Total

Surname or Name of corporate body:

First name(s) in full

Title (Mr, Mrs, Miss, Ms, etc)

Address to which the Preference Share Scheme Consideration should be sent (if different from registered address)

Postal code

Note:

Signature of Astrapak Preference ShareholdersName and address of agent lodging this Form (if any)

Assisted by me (if applicable)

(State full name and capacity)

Date 2017

Telephone number (Home) ( )

Telephone number (Work) ( )

Cellphone number

PART B: TO BE COMPLETED BY EMIGRANTS OF THE COMMON MONETARY AREA.

Nominated authorised dealer in the case of a Preference Share Scheme Participant who is an emigrant from the Common Monetary Area (see note 3 below). NB: PART A must also be completed.

Name of dealer Account number

Address

PART C: BANK ACCOUNT DETAILS OF ASTRAPAK PREFERENCE SHAREHOLDERS.

To be completed in BLOCK CAPITALS by Astrapak Preference Shareholders wishing to receive payment of the Preference Share Scheme Consideration by means of EFT.I/We, being a holder/s of Astrapak Preference Shares hereby request that the Preference Share Scheme Consideration be electronically deposited into my/our bank account, the details of which are as follows:

Name of account holder (no third party accounts):

Bank name:

Branch name:

Branch code:

Account number:

Signature of Preference Shareholder:

Assisted by me (if applicable):

(State full name and capacity):

Date:

Tel (Home) ( ) Tel (Work) ( ) Cell phone

In terms of FICA, Computershare Investor Services Proprietary Limited will only be able to record the bank details if certified true copies of the Preference Shareholder’s identity document and bank statement are submitted with this Form.

PART D: TO BE COMPLETED IN BLOCK CAPITALS BY ASTRAPAK PREFERENCE SHAREHOLDERS WHO ARE EMIGRANTS FROM THE COMMON MONETARY AREA (“EMIGRANTS”) AND NON-RESIDENTS OF THE COMMON MONETARY AREA (SEE NOTES 3 AND 4 BELOW).

The Preference Share Scheme Consideration will be forwarded to the authorised dealer in foreign exchange in South Africa controlling the emigrant’s blocked assets in terms of the Exchange Control Regulations as nominated below for its control and credited to the emigrant’s blocked assets account. Accordingly, Astrapak Preference Shareholder emigrants must provide the following information:

Name of authorised dealer:

Account number:

Address:

Signature of authorised dealer:

If emigrants make no nomination above, the Company Secretary will hold the consideration in trust for the benefit of the emigrants concerned until lawfully claimed by such Preference Share Scheme Participant for a maximum period of five years, after which such funds shall be made over to the Guardian’s Fund. Non-residents: Must complete Part D if they wish the Preference Share Scheme Consideration to be paid to an authorised dealer in South Africa.

Notes and instructions:

1. Applications under this Form are irrevocable and may not be withdrawn once submitted.

2. Preference Share Scheme Participants should consult their professional advisors in case of doubt as to the correct completion of this Form.

3. Emigrants from the Common Monetary Area must complete Part B.

4. All other non-residents of the Common Monetary Area must complete Part D if they wish the Preference Share Scheme Consideration to be paid to an authorised dealer in South Africa.

5. If Part B is not properly completed by emigrants, the Preference Share Scheme Consideration will be held in trust by the Company Secretary pending receipt of the necessary nomination or instruction. No interest will be paid on the amount so held in trust.

6. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE Limited (“JSE”), lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this Form.

7. Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in South Africa which has control of their blocked assets in Part B of this Form. Failing such nomination, the Preference Share Scheme Consideration due to such Preference Share Scheme Participants in accordance with the provisions of the Preference Share Scheme will be held by Astrapak, pending instructions from the Preference Share Scheme Participants concerned.

8. Any alteration to this Form must be signed in full and not initialled.

9. If this Form 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 Astrapak or the Transfer Secretaries). This does not apply in the event of this Form bearing a JSE broker’s stamp.

10. Where the Preference Share Scheme Participant is a company or a close corporation, unless it has already been registered with Astrapak or the Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this Form must be submitted if so requested by Astrapak.

11. If this Form is not signed by the Preference Share Scheme Participant, the Preference Share Scheme Participant will be deemed to have irrevocably appointed the Transfer Secretaries to implement the Preference Share Scheme Participant’s obligations under the Preference Share Scheme on his or her behalf.

12. Where there are any joint holders of any Preference Scheme Shares, only that holder whose name stands first in the Register in respect of such Preference Shares need sign this Form.

13. A minor must be assisted by his or her parent or guardian, unless the relevant documents establishing his or her legal capacity are produced or have been registered by the Transfer Secretaries.

14. Should you surrender your Documents of Title in anticipation of the Preference Share Scheme becoming operative and the Preference Share Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon which it becomes known that the Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is the later, return the Documents of Title to you by post at your risk.

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