Circular, notice of general meeting and declaration announcement regarding the proposed share consolidation RBA Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1999/009701/06) JSE Share Code: RBA ISIN: ZAE000104154 (“RBA” or “the company”) Circular, notice of general meeting and declaration announcement regarding the proposed share consolidation Shareholders were advised on 17 December 2014 that a circular, incorporating a notice of a general meeting to be held at 11h00 on Monday, 19 January 2015 in RBA’s Boardroom, 11th floor, Nedbank Building, 96 Jorissen Street (cnr Biccard), Braamfontein has been mailed to shareholders. A copy of the circular is available on the company’s website, www.rbaholdings.co.za. Notice of meeting The notice of meeting contains proposed resolutions relating to inter alia the following matters: - an increase in the company’s authorised share capital to 2 000 000 000 ordinary shares of no par value; - a specific issue of 550 000 000 ordinary shares in RBA to HIFSA or its nominee at 10 cents per share, for an aggregate amount of R55 million resulting in an affected transaction as defined in the Companies Act, triggering a mandatory offer to all other shareholders; - a waiver of the mandatory offer by shareholders; - an amendment to the company’s Memorandum of Incorporation to allow for written resolutions to be passed in terms of Section 60 of the Companies Act, 2008; - the consolidation of the company’s shares on a 1 for 10 basis; - an amendment to the company’s Memorandum of Incorporation recording the increased consolidated authorised share capital as 200 000 000 ordinary shares of no par value; - an increase in the number of shares allocated to the RBA share incentive scheme; and - an increase in the maximum number of shares that can be issued to an employee in terms of the share incentive scheme. Salient dates and times Last day to trade in order to be eligible to vote at the general Friday, 2 January meeting 2015 Record date to vote at the general meeting Friday, 9 January 2015 Last day to lodge forms of proxy for the general meeting by 11:00 Friday, 16 January on 2015 by the transfer secretaries, or they may be handed to the chairman of the meeting at any time prior to the commencement of voting on the resolutions tabled at the meeting as contemplated by the Companies Act General meeting of shareholders to be held at 11:00 on Monday, 19 January 2015 Announcement regarding the results of the general meeting on Monday, 19 January SENS on 2015 Announcement regarding granting of exemption from obligation to Wednesday, 21 make mandatory offer by TRP January 2015 Expected finalisation announcement released on SENS Friday, 6 March 2015 Expected last day to trade in the pre-consolidated shares Friday, 13 March 2015 Expected listing date of consolidated shares on JSE under the new Monday, 16 March ISIN ZAE000199642 2015 Expected record date for the consolidation of shares Friday, 20 March (“Consolidation Record Date”) 2015 Expected date dematerialised shareholders will have their accounts Monday, 23 March updated at their CSDP or broker on 2015 Expected date of issue of new replacement share certificates provided that the old share certificates have been surrendered by 12:00 on the Consolidation Record Date (any certificated shares surrendered after this date will be replaced within five business Monday, 23 March days after receipt by the transfer secretaries) 2015 Note: The above dates and times are subject to amendment. In particular, the registration of the special resolution in respect of the consolidation of shares is expected to take approximately 5 weeks, but the exact date is uncertain. Details of such amendment will be released on SENS and published in the press. Designated & Corporate Adviser Exchange Sponsors 22 December 2014 Johannesburg Date: 22/12/2014 08:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.