RACEC GROUP LIMITED - Results of General Meeting

Results of General Meeting

RACEC GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/006153/06)
Share code: RAC ISIN: ZAE000105409
(“RACEC”)


RESULTS OF GENERAL MEETING



Shareholders are referred to the joint announcement by RACEC and Grindrod Holdings (South Africa)
Proprietary Limited (“Grindrod Holdings”) released on SENS on 18 July 2013 and the circular dated
16 August 2013 regarding the terms on which Grindrod Holdings has made an offer to acquire the entire issued
ordinary share capital of RACEC (“RACEC Shares”), other than 45 472 509 (forty five million four hundred and
seventy two thousand five hundred and nine) of the RACEC Shares held by Solethu Civils Holdings Proprietary
Limited, being 135 692 865 (one hundred and thirty five million six hundred and ninety two thousand eight
hundred and sixty five) RACEC Shares (“Scheme Shares”), by way of a scheme of arrangement (“Scheme”) to
be proposed by the RACEC Board between RACEC and the holders of the Scheme Shares (“RACEC
Shareholders”), in terms of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended (“the
Companies Act”).

RACEC Shareholders are advised that at the shareholders meeting ("General Meeting") held on Monday,
16 September 2013, convened to consider the Scheme in terms of the notice convening the General Meeting
contained in the circular to RACEC Shareholders issued on 16 August 2013, all the resolutions were passed by
the requisite majority of shareholders.

RACEC Shareholders are further advised that the Scheme remains subject to certain conditions precedent,
including the receipt of approval by the Competition Authorities. Once all the conditions precedent to the Scheme
have been fulfilled or waived (in whole or in part), a further announcement regarding the relevant dates for the
implementation of the Scheme will be made.


Cape Town
16 September 2013

Corporate and Designated Advisor to RACEC
Merchantec Capital

Legal Adviser to RACEC
Werksmans Inc.

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