DORBYL LIMITED - POSTING OF JOINT CIRCULAR TO SHAREHOLDERS OF DORBYL

POSTING OF JOINT CIRCULAR TO SHAREHOLDERS OF DORBYL

Dorbyl Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")

POSTING OF THE JOINT CIRCULAR TO SHAREHOLDERS OF DORBYL

Shareholders are referred to the announcement on the Stock Exchange
News Service (“SENS”)on 8 October 2012 wherein ordinary shareholders
were advised that the board of directors of Dorbyl (“Dorbyl Board”)
had received an offer letter from the Industrial Development Corporation
of Southern Africa Limited (“IDC”) in terms of which IDC, acting on
behalf of a private company to be nominated, made a firm intention offer
(“Initial Offer”) to acquire up to 100% (one hundred percent) of the total
issued share capital in Dorbyl for an acquisition consideration of R0.73
(seventy three cents) per ordinary share (“Initial Offer Consideration”)
subject to IDC acquiring at least 75% of the entire issued ordinary share
capital of Dorbyl (“Initial Minimum Threshold Requirement”).

Shareholders are further referred to the announcement on SENS on 7 December
2012 and in the press on 10 December 2012 (“Joint Announcement”) that the 
Dorbyl Board had received a revised firm intention offer letter from IDC
acting on behalf of Naledi Foundry of Republic of South Africa Proprietary
Limited (“Offeror”) in terms of which the Offeror resolved to revise the 
Initial Offer by:

  - increasing the    Initial   Offer   Consideration   to   R0.85    per
    ordinary share;

  - making, in addition to the revised offer to ordinary
    shareholders, offers to i) all holders of DPL1 preference
    shares to acquire any and all of their DLP1 preference shares
    for an acquisition consideration of R1.10 (one rand and ten
    cents) and, ii) all holders of DLVP preference shares to
    acquire any and all of their DLVP preference shares for an
    acquisition consideration of R1.00 (one rand); and

  - reducing the Initial Minimum Threshold Requirement to a lesser
    one of 51% (fifty one percent),

(collectively, the “Naledi Offer”).

Further to the Joint Announcement, shareholders are advised that a joint
circular setting out the full details of the Naledi Offer was posted to
shareholders today (“Joint Circular”). The Joint Circular includes,inter alia,
the Dorbyl independent board’s views and recommendations regarding the Naledi
Offer as well as an independent expert’s opinion thereon.

Shareholders are provided with the timetable below for their participation
in the Naledi Offer set out as follows:
                                                                      
                                                                    2012/2013
Publication by the Offeror of the Naledi
                                                            Friday, 7 December
Offer on SENS

Publication by the Offeror of the Naledi                   Monday, 10 December
Offer in the press

Joint Circular posted to Dorbyl                           Tuesday, 18 December
Shareholders

Naledi Offer    opens                                    Wednesday,19 December

Last day to trade (LDT) in Ordinary Shares                  Friday, 25 January
and Preference Shares in order to settle
by the record date and to qualify to
participate in the Naledi Offer on **

Ordinary Shares and Preference Shares                       Monday, 28 January
commence trading ex-offer on the JSE at
09:00 on **

Record date to determine which Ordinary                     Friday, 1 February
and Preference Shareholders are eligible
to accept the Naledi Offer
 
Naledi Offer closes at 12:00                                Friday, 1 February

Result of Naledi Offer released on SENS on                  Monday, 4 February

Offer Participant’s proportionate claim of                  Monday, 4 February
Aggregate Offer Consideration credited to
the Offer Participant’s accounts at his
CSDP or stockbroker (as the case may be)
in cases where the Shares surrendered in
terms hereof are held by such CSDP or
stockbroker as nominee for the Offer
Participant on

Cheques will be posted to certificated                      Monday, 4 February
Shareholders who have validly accepted the
Naledi Offer on or about

Results of the Naledi Offer published in                   Tuesday, 5 February
the press on

**Applicable in the event that the current suspension of Dorbyl shares are lifted
  subsequent to the posting of this Joint Circular.

Notes:

1.   The above dates and times are subject to change at the discretion of the
     Offeror. Any such change will be published on SENS and in the press.
2.   All times indicated above are South African local times.


Johannesburg
18 December 2012

Sponsor to Dorbyl: PSG Capital Proprietary Limited

Date: 18/12/2012 08:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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