Redefine International P.L.C. EGM Proxy Form for shareholders on the SA Share register For use by shareholders of the Company holding certificated shares and/or dematerialised shareholders who have elected “own name” registration, nominee companies of Central Securities Depository Participant’s (“CSDP”) and brokers’ nominee companies, registered as such at the close of business on 18 September 2015 (the “voting record date”), at the Extraordinary General Meeting to be held the Company’s Head Office at: 2nd Floor, 30 Charles II Street, London SW1Y 4AE on 25 September 2015 at 9.30 am (the “EGM”) or any postponement or adjournment thereof. If you are a dematerialised shareholder, other than with “own name” registration, do not use this form. Dematerialised shareholders, other than with “own name” registration, should provide instructions to their appointed CSDP or broker in the form as stipulated in the agreement entered into between the shareholder and the CSDP or broker. I/We (FULL NAMES IN BLOCK LETTERS PLEASE) of (ADDRESS) being the holder/s of shares hereby appoint: 1. or failing him/her, 2. of failing him/her, 3. the chairman of the EGM, as my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the EGM and at any adjournment or postponement thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed at the EGM, and to vote on the resolutions in respect of the ordinary shares registered in my/our name(s), in the following manner: Resolutions Please mark ‘X’ to indicate how you wish to vote For Against Vote Withheld Ordinary Resolutions 1. To approve the class 1 acquisition 2. To approve the related party transactions 3. To approve the potential class 1 disposal Mark “for”, “against” or “abstain” as required. If no options are marked the proxy will be entitled to vote as he/she thinks fit. Unless otherwise instructed, my/our proxy may vote or abstain from voting as he/she thinks fit. Signed this day of 2015 Signature Assisted by me (where applicable) (State capacity and full name) A shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a member of the Company. Each shareholder is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in place of that shareholder at the EGM. Forms of proxy must be deposited at Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, or posted to PO Box 61051, Marshalltown, 2107 so as to arrive by no later than 9.30 am on 22 September 2015. Please read the notes on the reverse side hereof. Notes This form of proxy is only to be completed by those ordinary shareholders who are: a. holding ordinary shares in certificated form; or b. recorded in the sub-register in electronic form in their “own name”, on the date on which shareholders must be recorded as such in the register maintained by the South African transfer secretaries, Computershare Investor Services Proprietary Limited, in order to vote at the EGM being, 18 September 2015, and who wish to appoint another person to represent them at the EGM. 2. Certificated shareholders wishing to attend the EGM have to ensure beforehand with the transfer secretaries of the Company (being Computershare Investor Services Proprietary Limited) that their shares are registered in their name. 3. Beneficial shareholders whose shares are not registered in their “own name”, but in the name of another, for example, a nominee, may not complete a proxy form, unless a form of proxy is issued to them by a registered shareholder and they should contact the registered shareholder for assistance in issuing instruction on voting their shares, or obtaining a proxy to attend, speak and, on a poll, vote at the EGM. 4. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space, with or without deleting “the chairman of the EGM”. The person whose name stands first on the form of proxy and who is present at the EGM will be entitled to act as proxy to the exclusion of those whose names follow. 5. A shareholder’s instructions to the proxy must be indicated by means of a tick or a cross in the appropriate box provided. However if you wish to cast your votes in respect of a lesser number of shares than you own in the company, insert the number of shares in respect of which you desire to vote. If: (i) a shareholder fails to comply with the above; or (ii) gives contrary instructions in relation to any matter; or any additional resolution(s) which are properly put before the meeting; or (iii) the resolution listed in the proxy form is modified or amended, the shareholder will be deemed to authorise the chairman of the EGM, if the chairman is the authorised proxy, to vote in favour of the resolutions at the EGM, or any other proxy to vote or to abstain from voting at the EGM as he/she deems fit, in respect of all the shareholder’s votes exercisable thereat. If however the shareholder has provided further written instructions which accompany this form of proxy and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to in (i) to (iii) above, then the proxy shall comply with those instructions. 6. The forms of proxy should be lodged at Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 or posted to PO Box 61051, Marshalltown, 2107 so as to be received not less than 48 hours before the date of the EGM. 7. The completion and lodgement of this form of proxy will not preclude the relevant shareholder from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. In addition to the aforegoing, a shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy, and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as at the later of the date state in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the required manner. 8. The chairman of the EGM may reject or accept any form of proxy which is completed and/or received, other than in compliance with these notes provided that, in respect of acceptances, he is satisfied as to the manner in which the shareholder(s) concerned wish(es) to vote. 9. Any alteration to this form of proxy, other than a deletion of alternatives, must be initialled by the signatory/ies. 10. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company or Computershare Investor Services Proprietary Limited or waived by the chairman of the EGM. 11. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by Computershare Investor Services Proprietary Limited. 12. Where there are joint holders of shares: 12.1 any one holder may sign the form of proxy; and 12.2 the vote of the senior (for that purpose seniority will be determined by the order in which the names of shareholders appear in the register of members) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint holder(s) of Shares. 13. If duly authorised, companies and other corporate bodies who are shareholders of the company having shares registered in their own name may, instead of completing this form of proxy, appoint a representative to represent them and exercise all of their rights at the meeting by giving written notice of the appointment of that representative. This notice will not be effective at the EGM unless it is accompanied by a duly certified copy of the resolution or other authority in terms of which that representative is appointed and is received at Computershare Investor Services Proprietary Limited, at Ground Floor Marshall Street, Johannesburg, to reach the company by no later than 9.30 am on 22 September 2015. 14. This form of proxy may be used at any adjournment or postponement of the EGM, including any postponement due to a lack of quorum, unless withdrawn by the shareholder. 15. The aforegoing notes contain a summary of the relevant provisions of section 58 of the Companies Act, 2008 as required in terms of that section.
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