Distribution of Circular KAP INDUSTRIAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1978/000181/06) Share code: KAP ISIN: ZAE000171963 (“KAP” or “the Company”) DISTRIBUTION OF CIRCULAR INTRODUCTION Shareholders are referred to KAP’s SENS announcement dated 18 May 2018 in terms of which it was announced that agreement had been reached between KAP, The Sakhumzi Foundation Empowerment Trust and the FWG Pieters Trust in respect of the sale of 45% of Unitrans Supply Chain Solutions Proprietary Limited (“B-BBEE Transaction”). The B-BBEE Transaction requires the provision of financial assistance to certain entities and indirectly to certain directors associated with such entities and their shareholders. Accordingly, KAP wishes to obtain a specific authority from its shareholders by proposing a special resolution in terms of section 60 of the Companies Act No. 71 of 2008 (“Companies Act”) in order to authorise the board of directors of KAP to provide such direct or indirect financial assistance in terms of section 44 and section 45 of the Companies Act (“Proposed Financial Assistance Resolution”). DISTRIBUTION OF CIRCULAR AND NOTICE FOR OBTAINING WRITTEN APPROVAL FROM SHAREHOLDERS Details of the B-BBEE Transaction and the Proposed Financial Assistance Resolution are contained in a circular that has been distributed to shareholders today (“Section 60 Circular”). The Proposed Resolution is presented to shareholders in terms of section 60 of the Companies Act for their consideration and written approval. Shareholders are requested to vote on the Proposed Financial Assistance Resolution in accordance with the instructions contained on page 3 of the Section 60 Circular. The Section 60 Circular is available in English only. Copies may be obtained from the registered office of KAP and KAP’s transfer secretaries, Computershare Investor Services Proprietary Limited. A copy of the Section 60 Circular will also be made available on KAP’s website (www.kap.co.za) today. IMPORTANT DATES AND TIMES Shareholders are referred to the table below setting out important dates and times in relation to voting on the Proposed Financial Assistance Resolution. 2018 Record date to determine which shareholders are entitled to Friday, 1 June receive the Section 60 Circular Circular posted to shareholders on Friday, 8 June Deemed date of receipt of the Section 60 Circular Friday, 15 June Last day to trade shares for voting purposes Tuesday, 3 July Record date for voting purposes Friday, 6 July Closing date for voting on the Proposed Financial Assistance Friday, 13 July Resolution Results of the voting to be released on SENS The business day on which the Proposed Financial Assistance Resolution has been adopted or rejected Posting of statement describing the results of the vote Within 10 business days after the adoption/rejection of the Proposed Financial Assistance Resolution Notes: 1. Dates and times are subject to potential changes. Any such changes will be released on SENS. 2. In order for the Proposed Financial Assistance Resolution to be adopted, at least 75% of all the voting rights exercised on the Proposed Financial Assistance Resolution, must have been exercised in favour of the Proposed Financial Assistance Resolution within 20 business days after the Proposed Financial Assistance Resolution was submitted to shareholders. Notwithstanding, the Proposed Financial Assistance Resolution shall become adopted and effective as soon as the voting rights exercised in favour thereon equate to 75% of all voting rights that were entitled to be exercised on the Proposed Financial Assistance Resolution, which may be sooner than the closing date as set out above. Stellenbosch 8 June 2018 Sponsor and Corporate Adviser PSG Capital Date: 08/06/2018 05:05:00 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.