DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - Posting of circular and notice of general meeting

Posting of circular and notice of general meeting

Distribution and Warehousing Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
Share code: DAW & ISIN code: ZAE000018834
(“DAWN” or “the Company”)


POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING



1.   Introduction

     DAWN shareholders (“Shareholders”) are referred to the announcement released by the Company
     on the Stock Exchange News Service (“SENS”) of the JSE Limited on Thursday, 14 September 2017
     and Monday, 13 November 2017 wherein it advised that DAWN concluded a share purchase
     agreement and ancillary transaction agreements, with LIXIL Corporation, the 51% controlling
     shareholder of Grohe Dawn Watertech Holdings Proprietary Limited (“GDW”) (the “Transaction”).

     Under the terms of the share purchase agreement, LIXIL Corporation will acquire the remaining 49%
     of the issued ordinary shares in GDW held by DAWN and GDW will repay DAWN’s shareholder loan
     claim against GDW, pursuant to which DAWN will receive an aggregate cash consideration of R324.5
     million.

     Shareholders are hereby advised that a circular containing, inter alia, details of the Transaction, a
     notice of general meeting of Shareholders (“General Meeting”), and forms of proxy were posted to
     Shareholders today and are available on DAWN’s website at www.dawnltd.co.za (the “Circular”).

     The purpose of this Circular is to:

     .    provide Shareholders with the relevant information relating to the Transaction so as to enable
          Shareholders to make an informed decision in respect of the resolutions set out in the notice of
          the General Meeting enclosed with the Circular; and

     .    convene the General Meeting of Shareholders in order to consider and, if deemed fit, approve the
          resolutions.

2.   Notice of General Meeting

     The General Meeting of Shareholders will be held at 10:00 on, Tuesday, 19 December 2017 at the
     DAWN head office, Corner Barlow Road and Cavaleros Drive, Jupiter, Extension 3, Germiston, South
     Africa for the purpose of considering and, if deemed fit, passing, with or without modification, the
     resolutions set forth in the notice of General Meeting incorporated in the Circular.

3.   Important dates and times

     The important dates and times in relation to the General Meeting are set out below:

                                                                                                   2017

     Record date to be entitled to receive the Circular incorporating the          Friday, 10 November
     notice convening the General Meeting
    Circular and Notice of General Meeting posted to Shareholders on                Monday, 20 November

    Last day to trade in order to participate and vote at the General               Tuesday, 5 December
    Meeting

    Record date to participate in and vote at the General Meeting                      Friday, 8 December

    For administrative reasons to ensure an orderly arrangement of                   Friday, 15 December
    affairs on the day, forms of proxy lodged by no later than 10:00 on

    Form of proxy in respect of the General Meeting to be handed to
                                                                                   Tuesday, 19 December
    the chairperson of the General Meeting or the transfer secretaries
    at the General Meeting, at any time at the General Meeting on

    General Meeting held at 10:00 on                                               Tuesday, 19 December

    Results of the General Meeting released on SENS on                             Tuesday, 19 December

    Results of the General Meeting published in the South African               Wednesday, 20 December
    press on


   Notes:

   1.   All dates and times indicated above are South African Standard Time.

   2.   The above dates and times are subject to amendment at the discretion of DAWN. Any such amendment will
        be released on SENS and published in the South African press.


Germiston
20 November 2017


Financial advisor and transaction sponsor
Investec Bank Limited

Legal advisors to DAWN
Edward Nathan Sonnenbergs Incorporated
Werksmans Attorneys

Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd

Date: 20/11/2017 12:45:00 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.