Circular to Shareholders

This Circular is Important and Requires your Immediate Attention

The definitions and interpretations set out on page 5 of this Circular apply, mutatis mutandis, to the paragraphs below.

If you are in doubt as to what action you should take in relation to this Circular, please consult your accountant, broker, banker, CSDB, legal advisor or other professional advisor immediately.

This Circular is issued in compliance with the provisions of the Listings Requirements to Shareholders of Olympia Capital Corporation Limited (“OCCL”) for purposes of furnishing information concerning the rights issue and the implications thereof to the Shareholders of OCCL.

The Stock Exchange has not verified the accuracy and truth of the contents of the document submitted to it and the Botswana Stock Exchange accepts no liability of whatever nature for any loss, liability, damage or expense resulting directly or indirectly from the decision taken based on the contents of the Circular.

Action required: • If you have disposed of all your Shares in OCCL, this Circular should be sent to the agent through whom you have disposed of such Shares, for onward delivery to the purchaser of those Shares. • Attached to this Circular are the Renounceable Letters of Allocation and form of instructions.

OLYMPIA CAPITAL CORPORATION LIMITED Incorporated in the Republic of Botswana on 14 October 2002 Company UIN: BW00002007272 BSE Share Code: OCCL (“OCCL” or “the Company”)

CIRCULAR TO SHAREHOLDERS OF OLYMPIA CAPITAL CORPORATION LIMITED

Relating to: • A renounceable offer of approximately 1.25 Offer Shares for every Share held being a Rights Issue of 35 820 000 Offer Shares at BWP0.46 per Offer Share to raise approximately BWP16 475 308.

Sponsoring Broker Transfer Secretary Legal Advisor

Reporting Accountants Underwriter Independent Corporate Finance Advisor

Date of issue of Circular: 16th September 2020

1 Section 1: Corporate Information

Board of Directors

Tebatso Tiraatso Lekalake Alex Njoroge Kimani Robert Wahome Wanderi

Tengo Jabavu Rubadiri Christoper Walter Obura

Registered Office PricewaterhouseCoopers (Proprietary) Limited, Plot 50371, Fairgrounds Office Park, Botswana P.O Box 294, Gaborone, Botswana

Company Secretary PricewaterhouseCoopers (Proprietary) Limited Plot 50371 Fairgrounds Office Park Gaborone P.O Box 294 Gaborone

PricewaterhouseCoopers (Pty) Limited Transfer Secretary Plot 50371 Fairgrounds Office Park Gaborone P.O Box 294 Gaborone

Neill Armstrong P.O Box 45701, Riverwalk Gaborone Legal Advisor Plot 10299 Eland Road Ext 39 Gaborone

Mazars Plot 139, Gaborone International Finance Park Gaborone Auditors Contact person: Raghavan Shashi Kumar Velambath Plot 7887, Maruapula, Gaborone, Botswana

Olympia Capital Holdings Limited Mather & Platt Building, Addis Ababa Road Industrial Area, , P O Box 30102 - 00100, Nairobi, Kenya

Underwriter Grant Thornton Capital Advisors (Pty) Limited

Plot 50370, Fairgrounds, Gaborone P.O Box 1157, Gaborone

Independent Corporate Advisor Stockbrokers Botswana Limited Plot 67978, Ground Floor East Wing, Mokolwane House, Fairgrounds,

Gaborone Private Bag 00113, Gaborone Sponsoring Broker

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Table of Contents

SECTION 1: CORPORATE INFORMATION 2

SECTION 2: INTERPRETATIONS 5

SECTION 3: RIGHTS ISSUE 7

SECTION 4: COMPANY INFORMATION 13

ANNEXURE 1 - TRADING PRICES OF OCCL SHARES 24

ANNEXURE 2 - PRO FORMA FINANCIAL INFORMATION 26

ANNEXURE 3 - REPORTING ACCOUNTANTS REPORT ON PRO FORMA FINANCIAL INFORMATION 31

ANNEXURE 4 - DETAILS OF THE UNDERWRITER 33

ANNEXURE 5 - INDEPENDENT EXPERT OPINION ON VALUE 34

ANNEXURE 6 - RENOUNCEABLE LETTER OF ALLOCATION 39

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Important Dates and Times

Description Date (2020) Signature of Circular 14 September Registration of Circular with CIPA 18 September Approval of Rights Issue, and of Circular by BSE 25 September Publication with abridged circular on or before 7 October

Circulars and Letters of Allotment dispatched to Shareholders and rights uploaded on the CSDB 12 October

Record Date 13 October Letters of Allocation uploaded on BSE 16 October Offer opens 16 October Ex rights date: date of provisional allotment 16 October Last date for dealing in Letters of Allocation/rights in respect of provisional allotment 17 November Last date for splitting of Letters of Allotment 18 November Offer closes 20 November Last day for postal acceptance of Offer Shares 20 November Final results from Transfer Secretary 23 November Placing of Excess Shares 23 November Results submitted to BSE, application for approval of listing of new shares and results announcement 23 November Results announcement and announcement of date of listing published 25 November Date of issue of Offer Shares 27 November

In respect of qualifying dematerialized shareholders (or their Renouncees) and settlement of the Excess 27 November Shares, CSDB accounts credited, uploading on CSBD

Date of listing of Offer Shares on BSE and dealings in Offer Shares commence 30 November

*Note: The above dates and times are subject to change. Any such change will be published in the press.

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Section 2: Definitions

In this Circular and the annexures hereto, unless the context indicates a contrary intention, the words in the first column shall have the meanings assigned to them in the second column; the singular includes the plural and vice versa; an expression which denotes one gender includes the other gender; a natural person includes a juristic person and vice versa and cognate expressions shall bear correspondent meanings.

Act the Companies Act 2003 (No.32 of 2004) as may be amended from time to time; the Board or Directors the board of directors of OCCL, as set out on page 2 of this Circular; Botswana the Republic of Botswana; BSEL the Botswana Stock Exchange Limited, a company incorporated in Botswana which in terms of the Botswana Stock Exchange Act [Cap 56:08] for Botswana, administers the Botswana Stock Exchange;

BWP Botswana Pula, the legal tender of Botswana; Certificated Shares shares that are held in the form of certificates and recorded in the physical register of the Company, maintained by the Transfer Secretary; CIPA means the Companies and Intellectual Property Authority for Botswana; Circular means this Circular dated 14 September 2020 including annexures hereto; CSDB the Central Securities Depository Company of Botswana Limited; Dematerialised Shares Shares that are recorded/registered with the CSDB in electronic form; Excess Shares Offer Shares that have not been subscribed for by Shareholders or their Renouncees in terms of the Rights Issue; Gaborone Enterprises means a company incorporated in accordance with the laws of Botswana, registered under unique (Pty) Limited identification number BW00001082342; Group means Olympia Capital Corporation Limited, Kalahari Floor Tiles (Pty) Limited and Gaborone Enterprises (Pty) Limited; Independent Corporate means Grant Thornton Capital Advisors (Pty) Limited; Finance Advisor Kalahari Floor Tiles (Pty) means a company incorporated in accordance with the laws of Botswana, registered under unique Limited identification number BW00000543656; Last Practicable Date means 31 August 2020; Legal advisor means NeillArmstrong; Letters of Allocation Renounceable nil paid letters of allocation to be issued to Shareholders, conferring the right to subscribe for 1.25 Offer Share for every Share held, pursuant to the Rights Issue that is the subject of this Circular;

Listings Requirements means the equity listings requirements of the BSEL; Articles of Association means the Articles of Association of OCCL adopted pursuant to a special resolution dated 8 November 2004; NBFIRA Non-Bank Financial Institutions Regulatory Authority; Offer Price BWP0.46 per ordinary Offer Share; Offer Share(s) the 35 820 000 Shares to be offered pursuant to the Rights Issue; OCCL or the Company Olympia Capital Corporation Limited, a company incorporated in accordance with the laws of Botswana, registered under unique identification number BW00002007272; OCHL Olympia Capital Holdings Limited a company incorporated in accordance with the laws of Kenya, registered under number 38/75;

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Record Date means 13 October 2020; Registers the register of Shareholders of the Company maintained at the Central Securities Depository of Botswana and by the Transfer Secretary; Reporting Accountants means Mazars certified public accountants in Botswana, which firm is the auditors to the Company and which firm has no shareholding in the Company or any of its subsidiaries and does not, to the best knowledge of directors have any right (legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in the Company or any of its subsidiaries;

Rights Issue means the offer by way of rights of 35 820 000 Offer Shares to Shareholders at BWP0.46 per share on the basis of 1.25 Offer Shares for every Share held; Renounceable Letter of means the form of renounceable letter of allocation and instruction, which is annexure 6 hereto; Allocation and Instruction Renouncee the person in whose favour a Shareholder renounces all or a portion of its rights to the Offer Shares; Securities Act for means the Securities Act number 26 of 2014 Botswana Share a fully paid ordinary share in the issued share capital of the Company; Shareholder(s) a holder(s) of ordinary Shares in the Company as appears on the register on the Record Date; Sponsoring broker means Stockbrokers Botswana Limited, a company, incorporated according to the laws of the Republic of Botswana, a registered and licensed stockbroker, and member of the Botswana Stock Exchange Limited, in terms of the Botswana Stock Exchange Act and the Listings Requirements;

Transfer Secretary means PricewaterhouseCoopers (Pty) Limited; Underwriter OCHL, which has committed to underwrite the Rights Issue up to an amount of BWP16 475 308; and Underwriting Agreement the agreement regulating the underwriting of the Rights Issue by the Underwriter.

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Section 3: Rights Issue

1. Purpose of the Rights Issue

1.1. On 30 June 2020, the Shareholders passed an ordinary resolution authorising the Company to seek the BSEL’s approval for purposes of carrying out a Rights Issue.

1.2. On 2 September 2020, the directors passed a resolution in terms of which the Company would seek a Rights Issue and appoint the advisors to the Rights Issue.

1.3. The Company seeks a Rights Issue in order to convert and retire a debt in the sum of BWP 16 475 308 that is owing by the Company to OCHL..

1.4. OCHL holds 23% of the issued shares in the Company and has committed to take up such percentage of the Offer Shares. This commitment is provided on the basis that the consideration due by OCHL to the Company will be used to settle as against the debt of the Company to OCHL, and OCHL has the obligation to apply any proceeds received by the Company from other Shareholders in exercising their rights under the Rights Issue and subscribing for Offer Shares to apply such proceeds in reduction of the debt due by the Company to OCHL.

1.5. OCHL will underwrite the Rights Issue so that any Offer Shares, not taken up by the other Shareholders will be taken up by OCHL on the basis that OCHL will not have to pay in cash for the acquisition by it of such shares, but apply the consideration payable by it as a set off against and reduction of the amount owed by the Company to OCHL.

1.6. Any proceeds received from the other Shareholders in the acquisition of the Offer Shares offered to them in the Rights Issue will be utilized by the Company in effecting payment against the indebtedness of the Company to OCHL.

2. Purpose and Details of the Rights Issue and Action to be taken by Shareholders

2.1. Purpose of the Rights Issue

2.1.1. The purpose of the Rights Issue is to effect a restructure of the balance sheet of the company, reducing interest bearing debt in the interests of profits, and removing the effect of debt on solvency ratios and going concern issues.

2.1.2. In particular the Company intends to utilise BWP16 475 308 of the proceeds of the Rights Issue, to extinguish the debt of BWP16 475 308 owing by the Company to OCHL.

2.2. Details of the Rights Issue

2.2.1. The allocation of Offer Shares will be such that Shareholders will not be allocated a fraction of an Offer Share and as such any entitlement to receive a fraction of an Offer Share will not be issued but will be paid out in cash for the benefit of the Shareholder to whom the fraction is to be issued.

2.2.2. The Offer Shares, once issued and fully paid, will rank pari passu in all respects (including in relation to both voting rights and dividends) with the existing ordinary Shares of the Company.

2.2.3. The Offer Shares will be fully paid up and freely transferable. The Offer Shares do not have any convertibility or redemption provisions.

2.2.4. The Renounceable Letters of Allocation and Instruction contain details to which Shareholders are entitled, on the procedure to be followed by Shareholders for the sale and/or renunciation of all or part of their Letters of Allocation and the acceptance of the rights offer by exercising their allocation rights.

2.2.5. A Shareholder is permitted to apply for Offer Shares in addition to its pro rata entitlement. Details on how to apply for the same is set out in paragraph 3.2.

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2.2.6. The Renounceable Letters of Allocation in respect of the Rights Issue are transferable and will be listed on the BSE.

2.2.7. The Renounceable Letters of Allocation will commence trading on the BSE on 16 October 2020.

2.2.8. The last day of trading in renounceable Letters of Allocation is the 17 November 2020.

2.3. Procedure for Acceptance, Renunciation And Payment

2.3.1. The Renounceable Letter of Allocation and Instruction sets out the holding of shares on which a Shareholder entitlement is based, the number of Offer Shares which have been allotted to a Shareholder and for which a Shareholder is entitled to subscribe. The Renounceable Letter of Allocation and Instruction contains full details regarding renunciation, acceptance, payment and registration.

2.3.2. Only Shareholders with Dematerialised Shares on the CSDB are entitled to trade their Letters of Allocation on the BSE.

2.3.3. Shareholders who have Certificated Shares will have to open CSDB accounts and have the Transfer Secretary through their stockbrokers deposit both their respective Letters of Allocation and Shares to their CSDB accounts to enable them to trade on the BSE.

2.3.4. In terms of a directive issued by NBFIRA, and in terms of the provisions of the Securities Act, all shares in a listed company are to be traded on the BSEL. Therefore all Shareholders holding shares in listed companies are required to open a CSDB account. Shareholders will not be able to trade their Letters of Allocation or exercise their rights under the Rights Offer without a valid CSDB account in place. The omnibus account of the Company will not be available to Shareholders for this purpose.

2.3.5. If a Shareholder holds shares in certificated form and wishes to participate in the Rights Offer, that Shareholder is required to contact its stockbroker to open a CSDB securities account and indicative timelines for opening such a CSDB account. Once the securities account with the CSDB has been opened, such Shareholder will be required to submit its share certificate to their stockbrokers for cancellation by the Transfer Secretary and Shares held by the Shareholder and any Offer Shares allocated to the Shareholder will thereafter be issued in dematerialized form into the Shareholders CSDB securities account.

2.4. Acceptance of the Offer Shares

2.4.1. Any acceptances of the Offer Shares (whether wholly or partially) by exercising all or a portion of the allocation rights is irrevocable and may not be withdrawn.

2.4.2. Any application for additional Offer Shares over and above a Shareholders entitlement Shares is also irrevocable and may not be withdrawn.

2.4.3. Shareholders wishing to exercise all or any of their Offer Shares (which will amount to an acceptance of the Rights Issue, whether wholly or in part), must complete the Renounceable Letter of Allocation and Instruction in accordance with the instructions therein.

2.4.4. The Renounceable Letter of Allocation and Instruction must be lodged together with proof of payment of the subscription price with the Transfer Secretary at Plot 50371 Fairgrounds Office Park, Gaborone by no later than 20 November 2020.

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2.4.5. Payment in relation to the subscription of Offer Shares applied for by a Shareholder may be made by (i) electronic funds transfer or (ii) cash deposit or (iii) Cheque, into the following bank account:

Bank: First National Bank Of Botswana Branch name: First Place Branch Code: 281467 Bank Account: 62866396916 Bank Account name: Olympia Capital Corporation Limited SWIFT Code: FIRNBWGX Bank address: P O Box 1552, Gaborone, Botswana.

The Shareholder should when making payment refer to “OCCL/Rights Offer”. The CSDB account number of the Shareholder must be used as the identifying reference number for such payment.

2.4.6. In the event that the Transfer Secretary does not receive a properly completed form of instruction from a Shareholder together with proof of payment of the subscription price by 20 November 2020, the Transfer Secretary shall treat the form of instruction as invalid. The Rights Issue will be deemed to have been declined by such Shareholder and the Renounceable Letter of Allocation and Instruction issued to such Shareholder or renounced by such Shareholder in favour of his Renouncee in terms of the form of instruction will lapse, regardless of who then holds such Letter.

2.4.7. All Shareholders that validly exercise any of their rights and subscribe for the Offer Shares pursuant to the Rights Issue will receive such Offer Shares.

3. Renunciation Procedure

3.1. In respect of those Shareholders who hold Dematerialised Shares on the CSDB there are no forms to complete for Renounceable of Letters of Allocation and Instruction as the CSDB account of such Shareholder will be credited with a new security to be known as “Olympia Rights”- each one representing the right to subscribe for one Offer Share to be issued in terms of the Rights Issue at the Offer Price. A Shareholder is entitled to sell all or part of its rights to Offer Shares and instruction in this regard must be provided to the Shareholder’s stockbroker who will act on behalf of the Shareholder accordingly.

3.2. Excess Shares

3.2.1. Shareholders are invited to apply for additional Offer Shares over and above their entitlement. Shareholders (or their Renouncees) wishing to apply for additional Offer Shares over and above their entitlement must complete the Renounceable Letter of Allocation and Instruction in accordance with the instructions provided therein and lodge it with proof of payment of the subscription price with the Transfer Secretary by no later than 20 November 2020.

3.2.2. In the event that there are Excess Shares available, such Shares will be allocated equally, takings into account the number of Shares held by the Shareholder (or their Renouncees) immediately prior to such allocation and the Offer Shares taken up as a result of the Rights Issue and the number of additional Offer Shares over and above the rights entitlement applied for by such Shareholder (or their Renouncees). Non-equitable allocations of Excess Shares will only be allowed in instances where they are used to round holdings up to the nearest multiple of 100.

3.2.3. The Company will publish an announcement in the press on or before 25 November 2020 providing details of the results of the Rights Issue and the allocation of Excess Shares if any, for which applications were made.

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3.2.4. Any refund payments in respect of unsuccessful applications for Excess Shares by Shareholders (or their Renouncees) will be made on or about 27 November 2020. Please note that in the event that the information set out in the Renounceable Letter of Allocation and Instruction is incomplete or incorrect, payment of the amount due will be remitted to the Shareholder as expeditiously as possible but not exceeding seven (7) calendar days from the last date of acceptance and payment.

3.3. Splitting

3.3.1. Shareholders who hold Shares in Dematerialised Form are not required to complete any forms for splitting.

3.3.2. Their CSDB accounts will be credited with a new security to be known as “Olympia Rights”- each one representing the right to subscribe for one new Offer Share to be issued in terms of the Rights Issue at the Offer Price. Shareholders entitled to and wishing to sell part or all of their Olympia Rights must instruct their stockbrokers to do so on their behalf., causing the appropriate entries to be made in respect of the Olympia Rights and, if necessary ,an additional Renounceable Letter of Allocation and Instruction to be applied for and to be delivered to the Shareholder, before 18 November 2020.

3.4. Lapse of Letters of Allocation

3.4.1. If Shareholders fail to instruct the Transfer Secretary as to what action they intend to take or fail to comply with the procedures as set out herein, within the timelines stipulated, their Renounceable Letters of Allocation and Instruction will lapse and such Shareholders will not be entitled to any payment/indemnification under the terms of the Rights Issue.

3.4.2. Shareholders who do not take up their rights will continue to own the same number of as held by them on the Record Date but their percentage holding in the Company will be diluted.

3.5. Payment procedure

3.5.1. Payment of the total subscription price payable in respect of the Offer Shares applied for must be received by no later than 20 November 2020. This payment can be made by way of:

3.5.1.1. direct deposit;

3.5.1.2. Electronic funds transfer; or

3.5.1.3. Cheque payments

3.5.1.4. into the bank account stipulated in paragraph 2.4.5. The Shareholders CSDB account number must be used as the identifying reference number of such payment.

3.5.1.5. Shareholders are required to ensure that their payments are correctly referenced. Neither the Company nor the Transfer Secretary will identify or allocate any electronic funds transfer, cash deposit, internet payment or other payment received into such bank account unless such transfer or other payment is clearly referenced with the Shareholders CSDB account number referred to in the Renounceable Letter of Allocation and Instruction.

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3.5.1.6. Should the payment of the subscription price not be reflected in the bank account stipulated in paragraph 2.4.5 by 20 November 2020, or payment made without including the Shareholders CSDB account number referred to in the Renounceable Letter of Allocation and Instruction, the Company may, in its sole discretion, and without prejudice to any rights that the Company may have, regard the Renounceable Letter of Allocation and Instruction as null and void or take such steps in regard thereto as the Company deems fit.

3.5.1.7. Should the Company regard a Renounceable Letter of Allocation and Instruction as null and void, the said Letter will be treated as invalid, the Rights Issue will be deemed to have been declined by such Shareholder and the Renounceable Letters of Allocation and Instruction issued to such Shareholder or renounced in favour of his Renouncee will lapse, no matter who then holds such Letter of Allocation.

3.5.1.8. Documentary proof of payment of the total subscription price payable in respect of the Offer Shares applied for, together with a properly completed Renounceable Letter of Allocation and Instruction, must be lodged by Shareholders (or their Renouncees) with the Transfer Secretary, at either of the following addresses:

By hand: PricewaterhouseCoopers (Pty) Limited Plot 50371 Fairgrounds Office Park Gaborone

By post: PricewaterhouseCoopers (Pty) Limited P.O Box 294 Gaborone

By email: [email protected]

to be received by no later than 20 November 2020.

3.5.1.9. The delivery method utilized shall be at the risk of the Shareholder (or Renouncee) concerned. Shareholders are advised to take into consideration postal delivery times to ensure that properly completed Renounceable Letter of Allocation and Instruction together with proof of payment is received by the Transfer Secretary by no later than 20 November 2020.

3.5.1.10. The making of payment will constitute an irrevocable offer to subscribe by the Shareholder (or Renouncee) of the Offer Shares the subject of the Renounceable Letter of Allocation and Instruction upon terms set out in this Circular and in such Letter.

3.5.1.11. The refund payments of monies received in respect of an application for Excess Shares to the extent it is not accepted or any application that is rejected or otherwise treated as void by the Company, or which is otherwise not validly received in accordance with the terms stipulated, will be made (without interest) to the Shareholder or Renouncee concerned, at their risk, on or about 27 November 2020.

3.5.1.12. If the Shareholder concerned fails to complete the information in respect of the bank account to which refunds are to be paid set out in the Renounceable Letter of Allocation and Instruction the refund payment will be held by the Company until claimed and no interest will accrue to the applicant in respect thereof.

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3.5.1.13. If any electronic funds transfer, cash deposit, internet payment or other payment received into the bank account referred to in the Renounceable Letter of Allocation and Instruction is not identified or allocated because it was not clearly referenced with the relevant reference number referred to in the said Letter, such unallocated payment will be held by the Company until proof to the satisfaction of the Company is received of the identity of the depositor of such unallocated payment and the rights to such unallocated payment. No interest will accrue to the applicant or any other person in respect thereof.

3.6. Information in respect of take up of shares provisionally allotted or offered to shareholders

As of the date of this Circular the directors have received no information from shareholders which own more than 10% of the issued shares of the Company except for OCHL which owns 23% of the issued shares of the Company, with regard to the intention to take up shares provisionally allotted to shareholders OCHL has indicated its intention to take up all the shares offered and provisionally allotted to it, representing 23% of the Offer Shares.

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Section 4: Company Information

4. The Company and Nature of Business

OCCL is a listed investment holding company which holds 100% of issue shares in Kalahari Floor Tiles (Pty) Limited (“Kalahari”). Kalahari in turn holds 100% of the issued shares in Gaborone Enterprises (Pty) Limited. Kalahari is involved in the business of manufacturing vinyl floor tiles, aluminum, PvC windows and cleaning chemicals. The Directors do not contemplate a change in the nature of the business of the Group.

An organogram of the structure of the Group appears below:

OLYMPIA CAPITAL CORPORATION LTD (OCCL)

KALAHARI FLOOR TILES (PTY) LIMITED

GABORONE ENTERPRISES (PTY) LIMITED

4.1. Assets of the Group

4.1.1. The Group currently owns the following immovable properties which are situated in Botswana:

4.1.1.1. Tribal lot 44, 45, 51, 52 and 53 Mogoditshane; 4.1.1.2. Section 5 Pula Investment Scheme, Plot 10223 Gaborone; 4.1.1.3. Section 4 Pula investment Scheme, Plot 10223 Gaborone; 4.1.1.4. Section 20 Setlhoa Office Park Scheme; 4.1.1.5. Plot 36142 Louis Ville Block 8; 4.1.1.6. Unit 10 Kanu legacy Scheme Francistown; 4.1.1.7. Plot 61818 Block 6 Gaborone; and 4.1.1.8. Unit 17 and 37 Mogoditshane.

4.2. Business operations

4.2.1. The Group currently employs a total of 110 employees. Within the last financial year, the Group lost a valued member, director Michael Matu. There has not been any other other significant changes to the Group’s employees within the last financial year.

4.2.2. Due to the outbreak of the Corona Virus Disease (COVID-19) and the forced closure of the business as a result of the lockdown, the Group’s Q2 results were impacted. The loss of production and sales for one and a half months was catastrophic.

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4.2.3. The Groups business operations are organized according to the products manufactured and are managed at the following premises:

Business divisions of the Group Premises Operations

Kalahari Floor Tiles (Pty) Limited

Plot 51, 52 and 53 Mogoditshane Manufacture of Vinyl Floor Tiles - Semi Flexible and Fully Flexible; Luxury Vinyl Tiles & Sheeting; Kalahari Aluminium & uPVC Systems Plot 51, 52 and 53 Mogoditshane Manufacture of casement windows; sliding windows; single & double leaf doors; shop fronts; curtain walling; flush glazing; partitioning; siding patio doors; sliding/folding doors; sliding security doors and windows and fly screens

Kalahari Yokota Plot 10233, Unit 5, Mokolwane Manufacture/Supply of decorative Road, Broadhurst Industrial blinds - vertical, venetian and wooden.

Manufacture of office cleaning and Kalahari Chemicals Division Plot 10233, Unit 5, Mokolwane maintenance products; ablution Road, Broadhurst Industrial & hygiene maintenance products; cleaning and maintenance products for food & beverage areas; floor care products, descaling and metal treatment products; degreasers & decarbonisers; hand sanitizing/ cleaning, hair care products and supply of cleaning and hygiene related equipment.

4.2.4. Gaborone Enterprises (Proprietary) Limited is a property owning company. The company owns Plots 51, 52 and 53 Mogoditshane. Such properties and the premises thereon are let to Kalahari. Gaborone Enterprises (Pty) Limited has no employees and conducts no other business other than the owning and renting of the immovable property aforesaid.

4.3. Remittance of profits and repatriation of capital

The Company has not encountered any restrictions affecting the Company’s remittance of profits outside of Botswana nor or repatriation of capital received from outside Botswana to Country of origin.

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5. Share Capital and Number of Offer Shares

5.1. The Company currently has 28 600 000 ordinary shares in issue which rank pari passu with each other in respect of voting, dividends and are listed for trading on the BSE.

5.2. The Company intends to issue 35 820 000 ordinary shares in respect of the Rights Issue.

5.3 . The ratio of Offer Shares (35 820 000) to existing issued Shares (28 600 000) is 1.2524. For the purposes of the Offer this ratio is rounded down and the Company will offer 1.25 Offer Shares for every Share currently held by a Shareholder.

6. Directors and Management

6.1. The following table sets out details of the Directors as at date of this Circular:

Name Nationality Director representation Business address Christopher Walter Obura Kenya Chairman P.O Box 47508 - 00100, Nairobi Kenya Alex Njoroge Kimani Kenya Managing Director P.O Box 2166, Gaborone. Plot 51/52/53 Mogoditshane Tebatso Tiraatso Lekalake Motswana Non- executive P.O Box 1965, Gaborone, Plot 2489, Tshekedi Crescent, Gaborone Robert Wahome Wanderi Kenya Non-executive P.O Box 45166, Gaborone Botswana, Plot 32475, Phakalane, Botswana Tengo Jabavu Rubadiri Malawi Non-executive Private Bag Br 353, Gaborone, Plot 43108, Phakalane, Gaborone

6.2. Details of Directors

6.2.1. Tebatso Tiraatso Lekalake

Ms Lekalake holds a Bachelors of Administration degree in Political Science from Williams College (USA) and a MSc in Economics (Development Studies) from the London School of Economics in the UK. She is the Executive Director of Brownstone (Pty) Limited, a citizen owned and operated property company that offers a full range of services including agency, valuations, property management and development. Tebatso is also the Executive Director of Gondwane Management Services (Pty) Limited, an event management company incorporated in Botswana in 2006. She has served on the board of MRI Botswana Limited, Standard Chartered Education Trust, Interpublic (Pty) Limited, Kgare Insurance Brokers and Kalahari Floor Tiles (Pty) Limited.

6.2.2. Alex Njoroge Kimani

Mr Kimani is a Finance professional with corporate experience spanning a period of twenty years. He holds a Master’s degree in Strategic Management from the University of Derbyshire (UK) and BA degree in Economics & Sociology from the University of Nairobi. He is also a Chartered Accountant (FCPA). He has completed numerous other qualifications such as, Strategy in Action qualification (SIA) and Stanford Transformation Program (STP).He holds several directorships including, Director of Olympia Capital Holdings Ltd (Kenya), Kalahari Floor Tiles (Pty) Ltd and Gaborone Enterprises Ltd. Alex is currently the Managing Director for Kalahari Floor Tiles (Botswana), a position that he has held for the past 8 years.

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6.2.3. Robert Wahome Wanderi

Mr Wanderi is a Mechanical Engineer by profession. His experience spans a period of 20 years as an entrepreneur. He founded and managed General Healthcare Botswana. He currently is the Operating/Managing Director Waterworld Botswana which is a water processing company both in Portable water and Sewerage, with projects all over Botswana. He is also the Operating/Managing Director Hotsun Botswana a specialized haulage company with offices in Botswana and Namibia.

6.2.4. Tengo Jabavu Rubadiri

Mr Rubadiri is an admitted attorney of the High Court of Botswana, with over 30 years of experience. He is the current Chairman of the Botswana Institute of Arbitrators and Fidelity Fund of the Law Society of Botswana. Mr Rubadiri served as a Judge of the Industrial Court of Botswana. He is a member of the Commonwealth Lawyers Society, Dispute Resolution Foundation, Chartered Institute of Arbitrators and a member of the Association of Arbitrators South .

6.2.5. Christopher Walter Obura

Dr. Obura is a retired dentist and also a holder of a Bachelor’s degree from Makerere University and an MSC from the University of London. He is the Chairman of Olympia Capital Holdings Limited since 1998. Dr. Chris W Obura is also the Chairman of Express Kenya limited which is also listed on the Nairobi Stock Exchange and also a director in other unlisted companies including ICEA Lion Holdings Ltd, Afridawa Holdings Limited, Nairobi Hospital Association and Karen Enterprises Ltd.

6.3. Details of management

6.3.1. Finance and Accounting

The finance and accounting of the Group is carried out by the head of finance,Thapelo Ellard. Thapelo holds a BA (Hons) degree in Accounting and Finance from the University of Derby, United Kingdom through Botswana Accountancy College. He has 7 years of experience in which he served as an accountant for a parastatal and a listed company before joining the Group in September 2018. His duties as the head of finance involves amongst others reviewing payroll, fixed asset activity, capital spending, preparation of management reports in accordance with IFRS and keeping records in accordance with acceptable accounting standards.

6.3.2. General Manager (Vinyls division)

Menzi Notha is the General Manager of the Vinyl’s division of the Group. He has a B/Tec National Certificate in Science from North London College and Higher National Diploma in Chemical Engineering from Southbank Polytechnic London. Menzi has been with Kalahari Floor Tiles (Pty) Limited for 29 years.

6.3.3. Quality Control Manager

Moitshepi Kentshitswe is the Quality Control Manager for Kalahari Floor Tiles (Pty) Limited. He holds a Diploma in Accounting and Business Studies from the University of Botswana. She also holds a Bachelor of Business Administration from Botswana Open University. Her areas of expertise are quality management, assurance, reviews, audits and operational effectiveness. Moitshepi has been with Kalahari Floor Tiles (Pty) Limited for 12 years.

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6.3.4. General Manager (Chemical Divisions)

Boitshoko Matlou is the General Manager of the chemicals division of Kalahari Floor Tiles (Pty) Limited. She holds an qualification ACCA from the Botswana Accountancy College. Boitshoko worked as Audit Senior Supervisor for a reputable Audit firm for a period of 3 years before joining Kalahari Floor Tiles (Pty) Limited in 2007 as a Chief Accountant. In 2014, Boitshoko became the General Manager of the Chemicals Division of Kalahari Floor Tiles (Pty) Limited and holds that position to date.

6.3.5. Production/Product Development Chemist

Ngosa Chileshe is the Product Development Chemist for Kalahari Floor Tiles - Chemicals Division. He is a Biochemist with on-hand experience in the Biochemical industry in fields of product development manufacture and marketing of industrial and household cleaning chemicals, haircare and beauty products. Ngosa holds a Bachelor of Science Degree from the University of Zambia, majoring in chemistry and biological sciences. He has over 18 years of experience as a Biochemist.

6.3.6. Sales and Marketing Manager

Gorata Kebadiretse is the Sales and Marketing Manager for Kalahari Floor Tiles (Pty) Limited. Gorata holds a Bachelor of Commerce in Entrepreneurship from the University of and has a Diploma in Information Technology Processing from Zimbabwe College. In 2012, Gorata joined Kalahari Floor Tiles (Pty) Limited as the Sales and Marketing Manager and holds that position to date.

6.4. Director’s remuneration

6.4.1. The Directors of the Company are entitled to remuneration as approved by the Shareholders at a General Meeting. Directors are entitled to be reimbursed for expenses that they incur in executing their duties, including attendance at meetings of Directors or committees and at General Meetings.

6.4.2. Any special remuneration to be paid to a non-executive director for services rendered to the Company, additional to and not usually the type of services rendered as a non-executive director is to be awarded by a quorum of non interested directors.

6.4.3. For the year ended 31 December 2019, the Directors received in aggregate remuneration in the sum of BWP1,298,563.

6.5. Directors interests

6.5.1. The table below sets out the interests of Directors as at the Last Practicable Date:

Name Percentage Direct Percentage Indirect Percentage Total Shareholding Shareholding shareholding Alex Njoroge Kimani 0.06% - 0.06% Tebatso Tiraatso Lekalake - 1% 1% Christopher Walter Obura - 2.24% 2.24%

6.5.2. Directors interests in the Rights Issue

Directors who have an interest in the Offer Shares will be following their rights in terms of the Rights Issue.

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6.5.3. Directors interests in contracts

In terms of the Articles of Association of the Company any director who is directly or indirectly interested in a contract entered into between the Company or to be entered into between the Company and a third person is to declare the nature and extent of such interest and, may not vote in respect of any contract or arrangement, in which that director is interested.

6.6. Outstanding loans to directors

There are currently no outstanding loans to Directors by any member company of the Group.

6.7. Retirement and rotation of directors

In terms of the Articles of Association of the Company one third of the directors are to retire from office at each annual general meeting of the Company. Directors who are to retire at such a meeting are eligible for reappointment. The Articles of Association do not fix a retirement age for directors.

6.8. Interests of directors

As of the date of this Circular, no director has an interest in an arrangement or contract entered into between the Company or any of its subsidiaries, and a third party.

7. Persons Holding More Than 5% of the Issued Shares of the Company

As at the Last Practicable Date the following persons held an interest, direct or indirect, of more than 5% of the issued shares of the Company:

Name Address City Country Number of Percentage (%) Shares Lhg Malta Holding 89 St. John Street Valletta Malta 2030925 7.10 Ltd 1165 Vlt Michael Maina P O Box 2166 Gaborone Botswana 2977492 10.41 Wamae Matu South Bound 9/F River Court 6 St Denis Street, Mauritius 3575000 12.50 Investment Limited Port Louis Sunnyside P O Box 602 La- St Peter Port, Gy1 3Dq, Channel 3575000 12.50 International Plaiderie Hse Guernsey Islands Limited

Karen Enterprises P O Box 44286 Nairobi Kenya 3817000 13.35 Limited Olympia Capital P O Box 30102- Nairobi Kenya 6554068 22.92 Holdings Limited 00100

8. Commisssions, Discounts, Brokerage Etc.

No commissions, discounts, brokerage, or other special terms have been granted to any person, in connection with the issue or sale of any capital of the Company or its subsidiaries within the two years immediately preceding the date of this Circular.

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9. Estimated Expenses of Offer and Issue

The following are the estimated expenses, excluding VAT, of the offer and issue, which expenses shall be borne by the Company: -

Details P Legal/Corporate Advisor - NeillArmstrong 400,000.00 Sponsoring Broker - SBB 40,000.00 Valuation - Grant Thornton 36,000.00 Printers/Newspapers 25,000.00 BSE 20,000.00 Reporting Accountants/Auditor - Mazars 38,000 Transfer and Company secretaries - PWC 55,000 Contingency at 10% 60,000 Total 659,000

10. Directors Responsibility Statement

The Directors, whose names are given on page 2 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts, the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required by law.

The Directors confirm that this Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisors would reasonably require and reasonably expect to for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the securities to which the listing particulars relate.

11. Offer Price

The Offer Price represents a premium to the current traded price of a Share in the Company. The Directors believe that the Offer Price, which is based on the net asset value of the Company represents fair value per Share, in the Company. The Directors sought the advice of an independent expert with regard to fair and reasonable price per Share in the Company. Grant Thornton Capital Advisors (Pty) Limited are accredited by the BSEL as corporate finance advisors. Grant Thornton Capital Advisors (Pty) Limited has no shareholding in the Company or any of its subsidiaries, and does not, to the best knowledge of the directors have any right (legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in the Company or at any of its subsidiaries. The opinion of Grant Thornton Capital Advisors (Pty) Limited, as to the value of a Share in the Company, as at 30 June 2020, is attached hereto as Annexure 4 to this Circular.

12. Issue Date

The date of issue of the Offer Shares issued pursuant to the Rights Issue shall be 27 November 2020.

13. Listing

The Company has made application to the BSEL for the listing of the Offer Shares issued pursuant to the Rights Issue. The BSEL has given its conditional approval to the listing of the Offer Shares issued pursuant to the Rights Issue on Monday 30 November 2020.

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14. Trading Prices of Shares

Annexure 1 reflects the aggregated volumes traded and the highest and lowest prices traded in respect of OCCL securities for each month over the twelve months prior to the date of issue of the Circular, each quarter over the previous two years, and for each day over the last 30 days preceding the last practicable date prior to the date of issue of the Circular.

15. Dividend and Dividend Policy

15.1. The Company in a general meeting or the Directors may from time to time declare a dividend to be paid to members in proportion to the number of shares held by them in each class. The dividend is payable to members registered as such on a date which is 30 days subsequent to the date of the declaration of the dividend.

15.2. In terms of the Articles of Association of the Company, any dividend payable in respect of an OCCL share:

15.2.1. shall bear no interest; and

15.2.2. which remains unclaimed for a period of three years from the date of declaration, shall be forfeited and retained by the Company.

16. Borrowing Powers of Directors

The Articles of Association of the Company enables the Directors of the Company to raise or borrow for the purposes of the Company’s business, such sum or sums of money as in aggregate at any time do not exceed such sum as the Company may, by ordinary resolution, in a general meeting determine.

The Directors have not exceeded any of their borrowing limits during the last three years

17. Statement of Adequacy of Capital and in Respect of Internal Controls

17.1. The Directors are of the opinion that, after the completion of the Rights Issue, the working capital of the Company will be adequate for the Company’s foreseeable future requirements.

17.2. The Directors are of the opinion (which opinion is concurred with by the audit committee of the Board, that adequate internal controls in respect of the financial, operational and compliance risks of the Company and its subsidiaries are in place.

18. Pro Forma Financial Statement

The pro forma financial statements providing details of the impact of the Rights Issue on the Company are set out in Annexure 2. The report of the Reporting Accountants, in respect of the pro forma financial statements is Annexure 3 hereto.

19. Material Changes

The Company endured improvement in performance during the first quarter of 2020, in comparison with the same period in 2019. However, the advent of “lockdowns” in Botswana and South Africa as a response by the respective governments to the Covid-19 pandemic had a profound adverse effect on second quarter revenues and consequently, second quarter profits. For a period of one and a half months in the quarter, there was no production nor sales, save in the Chemicals Division which remained open during the lockdown, as an essential service provider; however turnover was restricted due to difficulty in supply chain procurements, and obtaining movement permits for employees. The latter part of quarter two, post the lockdowns aforesaid, has seen marked improvement across the business units of the operating subsidiary.

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The Board anticipates that the effects of the Covid-19 pandemic will continue to affect the revenues and profits of the Company and its operating subsidiary in the future by virtue of the challenges of: • potential lockdowns being implemented locally and in the supply and export markets, in response to possible surges in Covid-19 infection rates; • the delays in exports and imports, due to delays at borders due to the expansive checks in response to the spread of the Covid-19 pandemic; • resistance on part of suppliers to extend or increase credit limits, in the current environment; • defaults in payments due by customers, whose businesses had been adversely affected by the Covid-19 pandemic and governmental responses thereto, which defaults affect the liquidity of the operating subsidiary; • reduced demand from schools which have been closed, or which are operating in reduced manner and medium to low cost housing projects in Southern African Development Community which have slowed down as a result of the Covid-19 pandemic and its lockdowns; • reduced demand from hospitals and clinics, for the products Company’s operating subsidiary by virtue of the fact that funds are being diverted towards essential equipment needed in the fight against Covid-19 infections.

As a result of the aforegoing the Board has determined that it will not, in the immediately foreseeable future, continue with any substantial capital expenditure.

The Board remains cautiously optimistic with regard to future performance of the Company and its subsidiaries, with current business indicators pointing towards improved performance in the economy of Botswana in the second half of 2020.

20. Changes in Equity

There have been no changes in the equity in the Company since 31 December 2019, being the date of the year end in respect of which the last audited financial statements of the Company were completed and signed.

21. Underwriting

21.1. The Rights Issue is fully underwritten by OCHL subject to the terms of the Underwriting Agreement.

21.2. OCHL will underwrite the Rights Issue so that any Offer Shares, the subject thereof, not taken up by the other Shareholders will be taken up by OCHL on the basis that OCHL will not have to pay in cash for the acquisition by it of such shares, but apply the consideration due by OCHL for such Offer Shares in the reduction of the debt due by the Company to OCHL.

21.3. Any proceeds received from the other Shareholders in the acquisition of the Shares offered to them in the Rights Issue will be utilized by the Company in effecting payment against the indebtedness of the Company to OCHL.

21.4. By reason of the fact that any amount due and payable by OCHL to the Company, pursuant to the underwriting by OCHL of the Rights Issue and the Offer Shares, will be settled by reduction of the debt already owing by the Company to OHCL, it is not appropriate, that OCHL, as underwriter, furnish a guarantee for the due performance of its obligation under the Underwriting Agreement. The BSEL has exempted the Company, and the Underwriter, from the requirements set forth in the Listings Requirements, that an underwriter provide a guarantee for the due performance of its underwriting obligations.

21.5. Details of the Underwriter, as required in terms of the Listings Requirements, are set out in Annexure 4 hereto.

21.6. An affidavit of two of the directors of the Underwriter, as required in terms of the Listing Requirements and the Companies Act has been submitted to CIPA and to BSEL.

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22. Mandatory Offer to Minorities

In the event that OCHL, pursuant to the exercise by it of its rights in respect of the shareholder proportion of the Offer Shares offered to it, and performance by it of its obligations under the Underwriting Agreement, acquires Shares in excess of 35% of the then issued share capital of the Company, OCHL will make an offer to acquire the Shares held by minorities, in compliance with, and pursuant to the provisions of the Listings Requirements in respect of mandatory offers to minorities.

23. Intellectual Property

23.1. The Group currently has registered trademarks in Botswana which are used in branding the products manufactured by the Group. The Group is dependent on the trademarks for purposes of making their products easily distinguishable. Customers associate the trademarks with the products manufactured by the Group.

23.2. Details of these trademarks are as follows:

Trademark name Trademark number Classes Owner BOTFIC BW/M/2005/000685 1,2,3 and 5 Kalahari Floor Tiles (Pty) Limited BOTFIC (LOGO) BW/M/2005/000684 1,2,3 and 5 Kalahari Floor Tiles (Pty) Limited BOT BW/M/2005/000683 1,2,3 and 5 Kalahari Floor Tiles (Pty) Limited

24. Authorisations

The Company has obtained all consents and approvals necessary in connection with the issue of shares, the subject of the Rights Issue and particularly, the approval of the BSEL.

25. Litigation

The Company has not been involved in any legal proceedings which may have an adverse effect on the financial position of the Company during the twelve months preceding the date of this Circular. There are no such proceedings threatened or pending against the Company.

26. Documents Incorporated by Reference

The audited annual financial statements of the Company were published on the BSEL’s X-News for the years ended 31 December 2017,2018 and 2019 respectively. These audited annual financial statements are incorporated herein by reference.

27. Documents Available for Inspection

27.1. Copies of the following documents will be available for inspection during business hours on any week day at the Registered Office of the Company from 12 October 2020 to 20 November 2020:

27.1.1. The Articles of Association;

27.1.2. The audited financial statement for the Company for the year ended 31 December 2019;

27.1.3. Copy of the Underwriting Agreement;

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27.1.4. Sworn declarations of directors of the Underwriter; and

27.1.5. Signed advisors consents.

28. Advisors Consents

The independent reporting accountant, sponsoring broker, transfer secretary, independent corporate advisor and legal advisor have consented in writing to act in their capacities and their names being stated in this Circular and have not withdrawn their consent prior to the publication of this Circular.

Signed on behalf of each of the Directors of Olympia Capital Corporation Limited and the Board itself, on this 14th day of September 2020

Alex Njoroge Kimani Christopher Walter Obura

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Annexure 1: Trading Prices of Olympia Capital Corporation Limited Shares

1. Table of Aggregate Volumes for each Quarter Traded Over the Last two Years

Quarter start Quarter end Volume Lowest price (BWP) Highest price (BWP) 01-01-2018 30-03-2018 - 0.20 0.20 02-04-2018 29-06-2018 1 876 925 0.12 0.20 02-07-2018 28-09-2018 - 0.12 0.12 01-10-2018 31-12-2018 - 0.12 0.12 01-01-2019 29-03-2019 - 0.12 0.12 01-04-2019 28-06-2019 - 0.12 0.12 01-07-2019 30-09-2019 22 000 0.12 0.12 01-10-2019 31-12-2019 230 404 0.12 0.16 01-01-2020 31-03-2020 - 0.16 0.16 01-04-2020 30-06-2020 - 0.16 0.16

2. Table Of Aggregate Volumes Traded Over Last Twelve Months Month Volume Lowest price (BWP) Highest price (BWP) Aug 2019 20 000 0.12 0.12 Sep 2019 2 000 0.12 0.12 Oct 2019 165 376 0.12 0.12 Nov 2019 20 028 0.12 0.12 Dec 2019 45 000 0.12 0.16 Jan 2020 - 0.16 0.16 Feb 2020 - 0.16 0.16 Mar 2020 - 0.16 0.16 Apr 2020 - 0.16 0.16 May 2020 - 0.16 0.16 June 2020 - 0.16 0.16 Jul 2020 - 0.16 0.16 Aug 2020 852 0.16 0.16 Total trades 253 256

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3. Table of Aggregate Volumes Traded Over the Last 30 Days Preceding the Last Practicable Date Prior to the Date of Issue of the Circular

Date Volume Price (BWP) 01-Aug-2020 - 0.16 02-Aug-2020 - 0.16 03-Aug-2020 - 0.16 04-Aug-2020 - 0.16 05-Aug-2020 - 0.16 06-Aug-2020 - 0.16 07-Aug-2020 - 0.16 08-Aug-2020 - 0.16 09-Aug-2020 - 0.16 10-Aug-2020 515 0.16 11-Aug-2020 - 0.16 12-Aug-2020 - 0.16 13-Aug-2020 - 0.16 14-Aug-2020 - 0.16 15-Aug-2020 - 0.16 16-Aug-2020 - 0.16 17-Aug-2020 - 0.16 18-Aug-2020 - 0.16 19-Aug-2020 - 0.16 20-Aug-2020 - 0.16 21-Aug-2020 - 0.16 22-Aug-2020 - 0.16 23-Aug-2020 - 0.16 24-Aug-2020 - 0.16 25-Aug-2020 - 0.16 26-Aug-2020 - 0.16 27-Aug-2020 - 0.16 28-Aug-2020 337 0.16 29-Aug-2020 - 0.16 30-Aug-2020 - 0.16 Total trades 852

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Annexure 2: Pro Forma Financial Information

The tables below set out the pro forma financial information of Olympia Capital Corporation Limited based on the published audited Olympia Capital Corporation Limited annual group financial results for the year ended 31 December 2019. The pro forma financial information of Olympia Capital Corporation Limited and its subsidiaries (referred to as the “Olympia Group”) has been prepared for illustrative purposes only and because of its nature may not fairly present the Olympia group’s financial position, changes in equity, results of operations and cash flows.

The pro forma financial information has been prepared to illustrate the impact of the transaction (rights offer) on the published audited annual financial information of the Olympia Group for the year ended 31 December 2019 using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the published financial statements. For the purposes of the pro forma financial information, it has been assumed that the Loan conversion took place with effect from 1 January 2019 for the Statement of Comprehensive Income and as at 31 December 2019 for the Statement of Financial Position.

The directors of Olympia Capital Corporation Limited are responsible for the compilation, contents and preparation of the pro forma financial information contained in this Circular and for the financial information from which it has been prepared.

The independent reporting accountants’ report on the pro forma financial information is set out below.

Olympia Capital Corporation Limited and its Subsidiaries Pro Forma Statement of financial position Expressed in Botswana Pula

Group Company Item Notes 31 Pro forma 01-01-2020 31 Pro forma 01-01-2020 December adjustment (assuming December adjustment (assuming 2019 (audit) rights 2019 (audit rights issue fully issue fully subscribed subscribed and and completed) completed)

Assets Non-Current Assets Property, plant, equipment 19,310,716 19,310,716 - Investment Property 13,800,368 13,800,368 - Intangible assets 1,284,488 1,284,488 - Investments in subsidiaries - - 4,991,589 4,991,589

34,395,572 34,395,572 4,991,589 4,991,589 Current Assets Inventories 6,961,320 6,961,320 - Trade and other receivables 8,495,460 8,495,460 - Current Tax Receivables 727,738 727,738 - Cash and cash equivalent 8,482,420 1,892 8,484,312 - 1,892 1,892 24,666,938 24,670,722 - - Total Assets 59,062,510 59,064,402 4,991,589 4,993,481

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Group Company Item Notes 31 Pro forma 01-01-2020 31 Pro forma 01-01-2020 December adjustment (assuming December adjustment (assuming 2019 (audit) rights 2019 (audit rights issue fully issue fully subscribed subscribed and and completed) completed)

Equity and Liabilities Equity Stated Capital 11,358,203 16,477,200 27,835,403 11,358,203 16,477,200 27,835,403 Reserves 9,849,920 9,849,920 -

Retained income/ 7,333,289 7,333,289 -31,408,020 -31,408,020 (Accumulated loss)

28,541,412 45,018,612 -20,049,817 -3,572,617 Liabilities Non-current liabilities Borrowings 5,233,465 5,233,465 - - Finance Lease Liabilities 100,224 100,224 - - Deferred Tax 2,809,759 2,809,759 - -

8,143,448 8,143,448 - - Current liabilities

Trade and other payables 4,965,471 4,965,471 - - Loans from group - - 8,566,098 8,566,098 companies Loans from shareholders 16,475,308 -16,475,308 - 16,475,308 -16,475,308 -

Borrowings 385,966 385,966 - - Finance Lease liabilities 64,543 64,543 - -

Current tax payable 10,666 10,666 - - Bank overdraft 475,696 475,696 - - 22,377,650 5,902,342 25,041,406 8,566,098 Total Liabilities 30,521,098 14,045,790 25,041,406 8,566,098 Total Equity and 59,062,510 59,064,402 4,991,589 4,993,481 Liabilities

Notes 1. The “31 December 2019 (audit)” financial information has been extracted, without adjustment, from Olympia Capital Corporation Limited’s published audited results for the year ended 31 December 2019. 2. The Pro Forma Statement of Financial Position figures illustrate the possible financial effects as if the rights issue and loan conversion had taken place on 31 December 2019. 3. The stated capital increased because of the rights issue of 35,820,000 shares amounting to P16,477,200 following the loan conversion into shares and the loan from shareholders duly extinguished. 4. The cash and cash equivalents increased by P1,892 due to P16,477,200 proceeds from the rights issue exceeding the loan amount extinguished of P16,475,308.

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Olympia Capital Corporation Limited and its Subsidiaries Pro Forma Statement of profit or loss and other comprehensive income Expressed in Botswana Pula

Group Company Item Notes 31 Pro forma For the 31 Pro forma For the December adjustment year December adjustment year 2019 (audit) ended 31 2019 (audit ended 31 December December 2019 2019 (assuming (assuming rights rights issue fully issue fully subscribed subscribed and and completed) completed)

Revenue 44,892,339 44,892,339 - - Costs of sales -28,978,788 -28,978,788 - - Gross Profit 15,913,551 15,913,551 - - Other Operating Income 1,192,767 1,192,767 - - Other Operating gains 1,248,929 1,248,929 - - (losses) Other Operating Expenses -13,821,054 -13,821,054 (548,382) (548,382) Operating Profit (Loss) 4,534,193 4,534,193 -548,382 -548,382 Investment Income 312,216 312,216 - - Finance Costs -1,601,351 1,298,563 -302,788 -1,298,563 1,298,563 - Profit (loss) before 3,245,058 4,543,621 -1,846,945 -548,382 taxation Taxation -774,688 -774,688 - - Profit (loss) for the year 2,470,370 3,768,933 -1,846,945 -548,382 Other Comprehensive Income: Items that will not be reclassified to profit or loss: Gains on property - - - - revaluation

Income tax relating to items - - - - that will not be reclassified Total items that will not - - - - be reclassified to profit or loss Other comprehensive - - - - income for the year net of taxation Total comprehensive 2,470,370 3,768,933 -1,846,945 -548,382 income (loss) for the year Earnings/(loss) per share 9 6 -6 -1 (thebe)

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Notes 5. The “31 December 2019 (audit)” financial information has been extracted, without adjustment, from Olympia Capital Corporation Limited’s published audited final results for the year ended 31 December 2019. 6. The finance costs on the shareholder loans reduced due to the loan conversion into shares assumed to be at the start of the year and thus no interest expense incurred of P1,298,563 for the OCCL company and group. Profits increased because of this loan conversion assumed to be at the start of the year. 7. The Earnings Per Share ratio for the group reduced to P0.06 being affected by the number of shares after the issue which went up to 64,420,000 shares and the reduction in finance costs. Likewise, the Loss Per Share for the company was affected by the revised number of shares and reduction in finance costs with an improvement to P0.01. 8. The pro forma adjustments comprise adjustments based on the following principle assumptions: a. Olympia Capital Corporation Limited will not incur share issue costs from the underwriter. b. Shares will be fully taken up by subscribers and a whole 35,820,000 shares allotted and therefore will not need underwriting. c. No part payment will occur on the part of subscribers. Full payment will be received for the shares issued. d. The transaction will have no impact on tax figures due to assessed losses brought forward e. The share priced used P0.46 was arrived in a valuation by Grant Thornton Capital Advisors (Pty) Limited reflects the correct value of the shares.

Olympia Capital Corporation Limited and its Subsidiaries Pro Forma Statement of Changes in Equity assuming rights issue fully subscribed and completed Expressed in Botswana Pula

Stated Capital Revaluation Retained Total Equity Reserve Income/ (Accumulated loss) Group Balance at 31 December 2019 11,358,203 9,849,920 7,333,289 28,541,412 Rights issue 16,477,200 16,477,200 Balance at 01 January 2020 27,835,403 9,849,920 7,333,289 45,018,612 Profit for the year - - - - Other comprehensive income - - - - Total comprehensive income for the year - - - -

Company Balance as at 31 December 2019 (audit) 11,358,203 - (31,408,020) (20,049,817) Rights issue 16,477,200 16,477,200 Balance at 01 January 2020 27,835,403 - (31,408,020) (3,572,617) Loss for the year - - - - Other comprehensive income - - - - Total Comprehensive loss for the year - - - -

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Notes: 1. The pro forma financial information has been prepared on the assumption that all the offer shares, are the subject of the rights offer, the subject of the circular to be issued on 7 September 2020 are subscribed for and the rights issue is completed by allocation and issue of such shares to shareholders, or persons to whom shareholders have renounced their rights to acquire the offer shares. 2. The “31 December 2019 (audit)” financial information has been extracted, without adjustment, from Olympia Capital Corporation Limited’s published audited final results for the year ended 31 December 2019 3. The Pro Forma Statement of Changes in Equity figures illustrate the possible financial effects as if the rights issue and loan conversion had taken place on 31 December 2019. 4. The stated capital increased because of the rights issue of 35,820,000 shares amounting to P16,477,200 following the loan conversion into shares.

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Annexure 3: Report on the Assurance Engagement on the Compilation of the Pro Forma Financial Information Included in the Circular

3131

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Annexure 4: Information on the Underwriter

The Rights Issue is underwritten by Olympia Capital Holdings Limited. Details pertaining to the Underwriter as required by the BSELR are set out below:

Full entity name: Olympia Capital Holdings Limited

Date and place of incorporation: Kenya

Registration number: 38/75

Directors: Christopher Walter Obura; Gladys Kamau Juma; Alex Kimani; and

Kibuga Kariithi

Registered Office: Mather & Platt Building, Addis Ababa Road Industrial Area, Nairobi, Kenya

Annexure 5: Independent Expert Opinion on Valuation

Advisory Services

Olympia Capital Corporation Limited

Plot 1278, Old Lobatse Road Grant Thornton Capital Advisors (Proprietary) P. O. Box 2166, Gaborone Botswana Limited Acumen Park, Plot 50370 Fairgrounds, Gaborone P O Box 1157 Gaborone, Botswana Ref. no.: AS/20/Aug #05/AG/VJ T +267 395 2313 F +267 3972357

linkedin.com/company/Grant-Thornton-Botswana 11 August, 2020 twitter.com/GrantThorntonBW

Dear Mr. Alex Kimani

Re: Indicative Valuation of Olympia Capital Corporation Limited

Purpose of valuation In accordance with your instructions set out in our terms of engagement bearing reference number AS/20/0005/AG/VJ signed on 17 July, 2020 (the ‘Letter of engagement’), a copy of which is enclosed,

we have pleasure in enclosing a copy of our letter prepared in connection with the indicative valuation of 100% equity share capital of Olympia Capital Corporation Limited (hereinafter referred to as “OCCL”

or “the Company”). Details of the scope of our work are set out in the ‘Scope of engagement’ in the Letter of Engagement, which you should also read.

This indicative valuation of OCCL will be used to determine the conversion price of the shareholders’

loan, reported in the annual financial statements as at June 2020, of BWP 16,475,309 into equity capital.

Date of valuation

The date of valuation is 30 June, 2020 (based on recent mid-year management accounts of the company).

Botswana Institute of Chartered Accountants membership number: MeFBW 13029 (Non-Audit) Member of Grant Thornton International Ltd Offices in Gaborone & Francistown

Directors Kalyanaraman Vijay (Managing)*, Dinesh Mallan (Deputy Managing)*, Aswin Vaidyanathan* (*Indian) www.grantthornton.co.bw

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Indicative valuation

Grant Thornton has used the market multiplier method to arrive at an indicative value for OCCL. Such indicative valuation is limited in scope and provides an indicative view on the business’ value. It should be noted that a more detailed valuation approach could lead to different results.

Our indicative valuation is based primarily on information and explanations provided by the management of OCCL, plus review of publicly available information and market research. We have not carried out an in-depth research into the relevant market.

We estimate the indicative value of 100% equity share capital to be BWP 13,014,641 (Thebe 46 per share) for Olympia Capital Corporation Limited.

Valuation

The valuation of Olympia Capital was carried out using the adjusted Enterprise Value/Earnings Before Interest, Tax, Depreciation & Amortisation (EV/EBITDA) multiple of global building material, home building and building supply(retail) industries of 7.9x to its Normalised Earnings before Interest, Tax, Depreciation & Amortisation(EBITDA) for the year ended 30 June 2020.

• Relative valuation methodology includes Comparative Publicly Listed companies, Comparative Initial Public Offerings (“IPO”) and Comparative Recent Transactions, all of which aim to

identify suitable comparable companies to provide market value benchmarks. All methods refer to actual market values of a selected group of companies similar to the entity being

valued. A company's value is derived by applying the appropriately adjusted multiples to its relevant data (historic or forecast). Depending on valuation multiple selected, attention should

be paid to whether its application leads to the market value in terms of the enterprise value or equity value.

• The theoretical EV/EBITDA multiple of 7.9x derived for Olympia Capital is at a 20% discount to the adjusted median trailing EV/EBITDA of the global Building material, home building and

building supply (retail) industries of 9.9x (Source: Professor Aswath Damodaran, Stern School of Business, New York University). These industries are the nearest proxies to the industry

within which Olympia Capital’s operating subsidiary operates. Due to non-availability of listed companies within the same industry in Botswana, we have relied on the global trading multiples

for the above-mentioned industries. The discounts applied to the median EV/EBITDA multiples of comparable industries and their basis considers the following factors:

o Discount applied on the trailing EV/EBITDA multiple reported by Aswath Damodaran as at 1 January 2020: Since the date of reporting the EV/EBITDA

multiple (January, 2020), there has been downward movement in stock indices on a global scale primarily due to COVID-19 pandemic. In our view, stock indices and

trading multiples of non-defensive (and non-tech) sectors will be depressed in the short to medium term till the movement in profit margins and cash flows under the new

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normal for such sectors are factored in the trading prices. Therefore, to estimate a more accurate multiple, we discounted the EV/EBITDA multiples of benchmark global

industries by 7.7%. This discount is an average of movement in stock indices of select mature markets (viz., New York Stock Exchange, Australia, Nikkei, FTSE All Share,

and Johannesburg Stock Exchange), from 1 January 2020 to the current date of conducting this valuation of 11 August 2020. We deemed it fit to include JSE stock

price movements, as this is a more liquid Southern African market (compared to BSE) and thus would reflect a more accurate depiction of stock price movements in recent months.

o Adjusted Equity Market Risk Premium (EMRP) of Botswana: We have

incorporated an additional 2% risk to the 7.6% EMRP reported for Botswana by Aswath Damodaran on 1 April 2020. It is justifiable to factor in the additional risk in Botswana

due to an expected 8.9% contraction in the Gross Domestic Product (GDP) in the 2020-2021 fiscal year as a result of the COVID-19 pandemic (Source: Finance Minister Thapelo Matsheka). It is expected that majority of Botswana’s key industries that

contribute to more than half of Botswana’s GDP, (viz., trade, hotels and industries, mining, construction, real estate and business services and banks and insurance) are

likely to be adversely impacted by the pandemic. Hence, there are downside risks to the estimated contraction in Botswana’s GDP and in turn the EMRP for Botswana.

o Unsystematic Risk Premium (URP): We considered specific risks applicable to the

company. In our opinion, relative to other listed comparable companies, OCCL’s subsidiary has additional exposure to risks with regard to the following factors; declining competitive position due to multiple competitors in the industry, dependence

on suppliers of raw materials and equipment (thus making it more susceptible to disruptions in the supply chain), dependence on skilled personnel due to the unique

nature of work the subsidiary company does, its exposure to foreign exchange risks due to revenue received from exports and the degree of specialisation resulting from

dependency on the housing and construction industry. Other risk factors (viz., customer concentration, geographical concentration, inadequate corporate governance, limited product lines, lack of track record, limited access to appropriately

priced finance, degree of specialisation, nature of assets and small stock premium) have also been considered and the risk has been factored into the composition of

OCCL’s URP. Lastly, we also factored in an additional risk, viz. medium to long-term impact on business from the COVID-19 pandemic, to adjust for the probable decline

in cash flows as a result of economic activity slowdown and/or exposure of OCCL’s operating subsidiary to industries expected to be severely impacted.

• To arrive at the Normalised EBITDA we deducted other operating income (rental Income from investment property, bad debts recovered and other income) amounting to BWP 1,466,670

from the reported operating profit of BWP 3,218,420 leading to a Normalised EBITDA of BWP 1,751,750.

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• EV/EBITDA multiple of 7.9x was applied to the Normalised EBITDA arriving at an Unadjusted Enterprise Value of BWP 13,887,656. We added the value of investment property of BWP

13,800,368 and deducted net debt of BWP 14,673,383 (Inclusive of the shareholder’s loan) to the unadjusted enterprise value, arriving at 100% Equity value of Olympia Capital of BWP

13,014,641 (Thebe 46 per share).

Caveats

The provision of valuation recommendations and considerations of the issues described herein are areas of regular transactional advisory practice by Grant Thornton Capital Advisers (Pty) Ltd (“Grant Thornton”). The services do not represent accounting, audit, and financial due diligence review, consulting, transfer pricing or domestic tax-related services that may otherwise be provided by Grant Thornton.

Our analysis and review of the Company does not constitute an audit in accordance with Auditing Standards. We have reviewed the audited financials provided by the management of the Company.

Although, we have reviewed such data for consistency and reasonableness, we have not independently investigated or otherwise verified the data provided. Nothing has come to our attention to indicate that the information provided had material misstatements or would not afford reasonable grounds upon which to base the report. Our valuation is primarily from a business perspective and has not taken into account various legal and other corporate structures beyond the limited information made available to us. The scope of our work has been limited both in terms of the areas of the business and operations which we have reviewed and the extent to which we have reviewed them. There may be matters, other than those noted in this letter, which might be relevant in the context of the transaction and which a wi der scope might uncover. It may be noted that valuation is not an exact science and ultimately depends upon what the business is worth to a serious investor or buyer who may be prepared to pay a substantial goodwill.

The valuation analysis contained herein is not intended to represent the value at any time other than the date that is specifically stated in this letter. This letter is issued on the understanding that the management of the Company has drawn our attention to all matters of which they are aware concerning the financial position of the businesses, which may have an impact on our indicative valuation up to the date of issue. We have no responsibility to update this letter for events and circumstances occurring after the date of this letter.

We have no present or planned future interest in OCCL or any of the group companies and the fee for this letter is not contingent upon the values reported herein. Our valuation analysis should not be construed as investment advice; specifically, we do not express any opinion on the suitability or otherwise of entering into any transaction with the Company.

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Please feel free to contact us if you need any further information/clarifications.

Yours sincerely

Grant Thornton Capital Advisors (Pty) Ltd

Enclosed: 1. Valuation computation

2. Normalised EBITDA 3. Unsystematic Risk Premium 4. Signed Terms of Engagement

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Annexure 6: Renounceable Letter of Allocation

Dear [insert name of Shareholder] [Address]

Letter of Allocation and Acceptance Form (Including Application for Excess Shares)

This form has been created specifically for the Shareholder to whom this letter is addressed. This is an important document and requires your immediate attention. If you are in doubt as to the action to be taken, please consult your stockbroker, attorney or accountant or other professional advisor immediately.

The Circular dated 14 September, the documents referred to in Section 27 thereof and this Letter of Allocation have been registered with the Companies and Intellectual Properties Authority.

The Rights Issue closes on 20 November 2020.

35 820 000 Offer Shares in Olympia Capital Corporation Limited (Offer Shares) are offered by means of Renounceable Letters of Allocation to OCCL Shareholders registered as such at the close of business of 13 October 2020 (the Record Date) for subscription in cash at BWP0.46 per Offer Share in the ratio of 1.25 Offer Share for every Share held. The number of Offer Shares (35 820 000) divided by the number of issued shares (28 600 000) gives a ratio of 1.2524 Offer Shares for every issued Share held. For the purposes of the Offer this ratio has been rounded down to 1.25 Offer Share for every issued Share held.

Receipt by the Transfer Secretary, PricewaterhouseCoopers (Pty) Limited, of this Letter of Allocation and acceptance form by close of business on 20 November 2020 together with your payment or proof of payment utilizing the payment options detailed in the Circular and herein will constitute acceptance in accordance with the terms and conditions of the Circular dated 14 September 2020.

All Shareholders are required to insert their CSDB account numbers on the Letter of Allocation. Failure by a Shareholder to insert their CSDB account number will render the Letter of Allocation invalid and as a result Rights Offer shares will not be issued to such Shareholder.

If the offer is accepted in terms of a power of attorney, or this Letter of Allocation is signed in terms of a power of attorney, such power of attorney or a certified copy thereof must be lodged with the Transfer Secretary, unless the same has already noted it.

Please return the completed form to PricewaterhouseCoopers (Pty) Limited, Plot 50371 Fairgrounds Office Park, Gaborone for the attention of Dolly Mmereki or Itumeleng Saseng.

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A SHAREHOLDER ALLOCATION

Allocation of Offer Shares on a [ ] for [ ] basis Shares Amount Number of Shares held at the Record Date [ ] [ ]

Offer Shares allocated at BWP0.46 each [ ]

Please complete this form in block letter and in black ink.

Please insert your CSDB account number. Failure to do so will render your application invalid.

B CSDB account number

Number of Offer Shares applied for (limited to Offer Shares C allocated as per A above)

D Number of additional Offer Shares over and above your entitlement applied for (no restriction)

E Total number of Offer Shares applied for (sum of C and D)

F Amount due at BWP0.46 per Offer Share (Total at E multiplied by price per Offer Share)

In the event that you have applied for Excess Shares and you are allocated fewer than you applied for, a refund will be paid to the bank account you nominate in section G below.

G Bank name

Branch name

Branch number

Account number

Account name

If we need to speak to you about this form please provide contact details in section H below.

H Name of contact person

Date (dd/mm/2020)

Signature of Offeree:

Name

Date (dd/mm/2020) / / 2 020

In case of a minor, assisted by: [insert name and signature]

In case of a representative: 40 [Insert name,capacity and signature]

Please see next page for instructions on how to complete this form.

How to Complete the Acceptance Form (Including Application For Excess Shares)

These instructions are cross referenced to each section of the Letter of Allocation and Acceptance Form.

Details of your Allocation of Offer Shares This section provides information on the number of Offer Shares that have been allocated to you based on your a shareholding in the Company as at the Record Date, being 13 October 2020.

CSDB account number All Shareholders are required to insert their CSDB account numbers on the Letter of Allocation. Failure by a Shareholder to insert their CSDB account number will render the Letter of Allocation invalid and as a result Rights Offer shares will not be b issued to such Shareholder.

Number of Offer Shares applied for You can apply to accept either all or part of your allocation of Offer Shares (as detailed in Section A). Enter in Section C the number of Offer Shares you wish to accept from your allocation. Please note that if you do not wish to accept all of your allocation of Offer Shares you may renounce the remaining allocation of Offer Shares in favour of another person (who need c not be a shareholder entitled to participate in the Rights Issue) by completing the Section I and returning it to the Transfer Secretary.

Number of Excess Shares applied for In the event that Shareholders (or their Renouncees) do not take up their full allocation of Offer Shares, there will be excess Offer Shares that will be available to be allocated to those Shareholders who apply for additional Offer Shares over and above their entitlement. Should there be Excess Shares available, those Excess Shares will be allocated equitably, taking cognisance of the number of Shares held by the Shareholder (or their Renouncees) immediately prior to such allocation and th d Offer Sharese taken up as a result of the Rights Issue, and the number ofadditional Offer Shares over and above the Shareholders entitlement applied for by such Shareholder (or their Renouncees). Non- equitable allocations of Excess Shares will only be allowed in instances where they are used to round holdings up to the nearest multiple of 100.

Total number of Offer Shares applied for Enter the total number of Offer Shares you are applying for. This should equal the sum of the allocated Offer Shares you are e accepting (in Section C) and the additional Offer Shares (if any) that you are applying for (in Section D).

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Total amount due and acceptable forms of payment Calculate the total amount due by multiplying the number of shares detailed in Section E by the Offer Price per share of BWP0.46 and enter this total in Section F.

Payment of the amount due may be made by cheque drawn in Pula, EFT or direct deposit into the following bank account: Bank: First National Bank Of Botswana Branch name: First Place Branch Code: 281467 Bank Account: 62866396916 Bank Account name: Olympia Capital Corporation Limited SWIFT Code: FIRNBWGX f Bank address: P O Box 1552, Gaborone, Botswana.

The proof of payment as issued by the bank from which the EFT was made must be attached to this acceptance form. The

Transfer Secretary will deposit all cheques in an account to the benefit of OCCL and any interest on such deposits will accrue for the benefit of OCCL. Should payment be dishonoured for any reason whatsoever, OCCL may in its sole discretion regard the acceptance as invalid, or tender the relevant acceptance against proper payment, or legally compel proper payment against delivery of the relevant number of Offer Shares accepted. Any acceptance of the Offer Shares that does not comply with all the provisions of the Letter of Allocation may, in the sole discretion of OCCL, be accepted or rejected.

Refunds Any refund payments in respect of unsuccessful applications for Excess Shares by Shareholders (or their Renouncees) will be made on or about 27 November 2020. We instruct the Company to make refund payment by way of cheque, sent to the address as registered with the Company or by electronic funds transfer to the following account: Bank name: Branch name: Branch code: Bank account: Account name: g Swift code: Bank address:

All Shareholders should complete the account to which refunds are to be sent, accurately.

Please note that if the information in section G is not completed or is incorrect, payment of the amount due will be held by the Company until claimed by the Shareholder and no interest will accrue thereon in favour of the Shareholder.

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Contact details Enter the name of a contact person and a contact landline or mobile number. These details will only be used in the event that the Transfer Secretary has a query relating to this acceptance form.

If you have any queries concerning this Letter of Allocation and Form of Acceptance, please contact the Transfer Secretary, PricewaterhouseCoopers (Pty) Limited as follows:

In person: Plot 50371, Fairgrounds Office Park, Gaborone, Botswana Post: h P.O Box 294, Gaborone, Botswana Phone: (+267) 370 0900 Fax: (+267) 397 3901 Email: [email protected]

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Your Notes

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