Update Regarding The Scheme Distribution and Warehousing Polanofield Proprietary Limited Network Limited (Incorporated in the Republic (Incorporated in the Republic of South Africa) of South Africa (Registration number (Registration number 2018/556404/07) 1984/008265/06) (“Offeror”) Share code: DAW & ISIN code: ZAE000018834 (“DAWN” or “the Company”) UPDATE REGARDING THE SCHEME Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the circular to Shareholders, dated Thursday, 20 December 2018 (“Circular”). 1. INTRODUCTION Shareholders are referred to the Circular in terms of which Shareholders were advised of the terms and conditions of the Offer by the Offeror to acquire all of the issued ordinary shares in DAWN, excluding the Excluded Shares. 2. UPDATE Shareholders are advised that DAWN and the Offeror have amended the Offer Letter to allow the remaining Scheme Condition ("Remaining Scheme Condition") to be fulfilled by 15 February 2019. The Remaining Scheme Condition relates only to the issue by the Takeover Regulation Panel of a compliance certificate in respect of the Scheme. The extension of the fulfilment date for the Remaining Scheme Condition was necessary as, following the Scheme Resolution being approved, DAWN is restricted from implementing the Scheme unless and until the relevant time periods set out in section 115(3)(a) and (b) of the Companies Act has expired, without any of the relevant action being taken. This time period expires on Monday, 4 February 2019. Accordingly, DAWN will be applying for the requisite compliance certificate from the Takeover Regulation Panel thereafter. As the Scheme has an indirect impact on the operations of DAWN Africa Zambia, a filing, whose outcome is pending, was submitted to the Zambian Competition and Consumer Protection Commission (“CPCC”). As part of the implementation of the Scheme, an independent trustee will be appointed to manage the operations of DAWN Africa Zambia pending the outcome from the CPCC. In this respect, the Scheme will be implemented on the basis that the operations of DAWN Africa Zambia will continue to operate independently of the parent company under the management of an independent trustee. The mandate of the independent trustee will be terminated on the conclusion of the engagements with the CPCC. 3. THE INDEPENDENT BOARD AND BOARD RESPONSIBILITY STATEMENT The Board and the Independent Board (to the extent the information relates to DAWN), collectively and individually, accept responsibility for the information contained in this announcement and confirm that, to the best of each member’s respective knowledge and belief, the information contained in this announcement is true and does not omit anything likely to affect the importance of such information. 4. OFFEROR RESPONSIBILITY STATEMENT Offeror (to the extent the information relates to Offeror), accepts responsibility for the information contained in this announcement and confirms that, to the best of its knowledge and belief, the information contained in this announcement is true and does not omit anything likely to affect the importance of such information. Germiston 1 February 2019 Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd Legal Advisors to DAWN: ENSafrica (Edward Nathan Sonnenbergs Inc.) Legal Advisor to the Offeror: Alex May Incorporated Date: 01/02/2019 05:36:00 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.