DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - Results Of Scheme Meeting

Results Of Scheme Meeting

Distribution and Warehousing Network Limited                         Polanofield Proprietary Limited
(Incorporated in the Republic of South Africa)                       (Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)                                 (Registration number 2018/556404/07)
Share code: DAW & ISIN code: ZAE000018834                            (“Offeror”)
(“DAWN” or “the Company”)


RESULTS OF SCHEME MEETING

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
   for an Offer Price of R0,01 per DAWN Share, via a scheme of arrangement in terms of sections 114 and 115 of
   the Companies Act. In addition, Shareholders were advised of the proposed delisting of DAWN from the Main
   Board of the securities exchange operated by the JSE on the occurrence of the Scheme becoming operative.

2. RESULTS OF VOTING AT THE SCHEME MEETING

   Shareholders are advised that at the Scheme Meeting held on Monday, 21 January 2019, all the resolutions were
   approved by the requisite majority of Shareholders.

   The statistics of the Scheme Meeting are as follows:
       .    Total number of DAWN Shares in issue that could have been voted at the Scheme Meeting:
            575 876 049; and
       .    Total number of DAWN Shares present in person or represented by proxy at the Scheme Meeting:
            391 433 041, constituting 67,97% of the DAWN Shares in issue that could have been voted.

                                                                               For                   Against                Abstained
                                      Number       of   %     of      Shares           %        Shares           %       Shares       %
                                      shares voted      shares
                                                        voted
           Special Resolution         391 430 563       67,97%     323 552 835       82,66%   67 877 728       17,34%   2478      0%
           number 1:
           Implementation of the
           Scheme and delisting
           Special Resolution         391 430 563       67,97%     324 880 338       83,00%   66 550 225       17,00%   2478      0%
           number 2:
           Revocation of the
           Scheme Resolution in
           terms of section
           164(9)(c) of the
           Companies Act if the
           scheme does not
           become unconditional, is
           not continued and
           dissenting shareholders
           have exercised
           appraisal rights under
           section 164 of the
           Companies Act
            Ordinary Resolution 1:    391 303 701       67,95%     324 614 229       82,96%   66 689 472       17,04%   129 340   0,02%
           Authorisation        of
           directors
3. UPDATE REGARDING THE TRANSACTION

   Although the Scheme Resolution was approved at the Scheme Meeting as detailed above, implementation of the
   Scheme remains subject to the fulfilment or waiver of the remaining Scheme Conditions as set out in the Circular
   (“Remaining Scheme Conditions”).

   A further announcement in respect of the Transaction will be published wherein Shareholders will be provided
   with an update on the Remaining Scheme Conditions and the salient dates and times as set out in the Circular.

4. 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.

5. 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

 21 January 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: 21/01/2019 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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