Readmission Document 18 July 2014

Proof 6: 17.7.14

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE GENERAL MEETING OF PME AFRICAN INFRASTRUCTURE OPPORTUNITIES PLC TO BE HELD ON 11 AUGUST 2014. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER WHO IS AUTHORISED FOR THE PURPOSE OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. This document, dated 17 July 2014, comprises an admission document for the purposes of the AIM Rules and has been prepared in connection with the Company’s application for Readmission. This document does not constitute, and the Company is not making, an offer of transferable securities to the public requiring an approved prospectus under section 85 of the FSMA. Accordingly, this document does not constitute an approved prospectus for the purposes of the FSMA and has not been prepared in accordance with the Prospectus Rules or approved by or filed with, the Financial Conduct Authority or by any other authority which could be a competent authority for the purposes of the Prospectus Directive. Application will be made for the Enlarged Share Capital to be admitted to trading on the AIM market operated by the London Stock Exchange. The Existing PME Shares are not, and the Enlarged Share Capital will not, on Readmission, be dealt on any other recognised investment exchange and no application has been or is will be made for the Existing PME Shares or the Enlarged Share Capital to be admitted to any such exchange. It is expected that the Enlarged Share Capital will be admitted to trading on AIM, and that dealings in the PME Shares will commence, on 12 August 2014. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document.

PME African Infrastructure Opportunities plc (Incorporated under the Isle of Man Companies Acts 1931 to 2004 and registered in the Isle of Man with registered number 120060C)

Readmission to trading on AIM Notice of Extraordinary General Meeting

Nominated Adviser Smith & Williamson Corporate Finance Limited

Broker Oriel Securities Limited

The Company, the Existing Directors and the Proposed Directors, whose names appear on page 5 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company, the Existing Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect its import. Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser to the Company in connection with the arrangements set out in this document and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Smith & Williamson or for advising any other person in connection with the arrangements set out in this document. In addition, Smith & Williamson, as nominated adviser to the Company under the AIM Rules, owes certain responsibilities solely to the London Stock Exchange which are not owed to the Company or the Directors or to any other person. Smith & Williamson has not authorised the contents of any part of this document and without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Smith & Williamson for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which the Company, the Existing Directors and Proposed Directors are solely responsible. The information contained in this document has been prepared solely for the purposes of Readmission and is not intended to inform or be relied upon by any subsequent purchasers of PME Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the arrangements set out in this document and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Oriel Securities or for advising any other person in connection with the arrangements set out in this document. Oriel Securities has not authorised the contents of, or any part of, this document and (without limiting the statutory rights of any person to whom this document is issued) no liability whatsoever is accepted by Oriel Securities for the accuracy of any information or opinions contained in this document or for the omission of any material information from this document, for which the Company, the Existing Directors and Proposed Directors are solely responsible. Oriel Securities will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this document in respect of any acquisition of PME Shares. Your attention is drawn to Part IV of this document, which sets out the risk factors relating to an investment in PME Shares. All statements regarding the Enlarged Group’s business, financial position and prospects should be viewed in light of the factors set out in Part IV of this document. Other than the issue of the Consideration Shares to the Vendors, the Company is not offering any new PME Shares or any other securities in connection with Readmission. The PME Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States. Consequently, none of the PME Shares may be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States or to, or for the benefit of, US persons (within the definition of such term under Regulation S made under the US Securities Act) except in accordance with the US Securities Act or an exemption therefrom. Subject to certain exemptions, this document should not be distributed, forwarded, transferred, copied or otherwise transmitted to any persons within the United States or to US persons. The distribution of this document into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of any such jurisdictions. A notice convening an extraordinary general meeting of the Company to be held at its registered office at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB at 10:00 a.m. on 11 August 2014 is set out at the end of this document. To be valid the Form of Proxy accompanying this document must be completed and returned in accordance with the instructions printed thereon so as to be received by the Registrars as soon as possible but, in any event, not later than 48 hours before the time fixed for the meeting. Completion of a Form of Proxy will not preclude a member from attending the meeting and voting in person.

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD CONTENTS

Page

Readmission and Acquisition statistics 4

Expected timetable of principal events 4

Directors, secretary and advisers 5

Deﬁnitions 7

PART I Letter from the Chairman of PME 11

PART II Information on PME and the Acquisition 20

PART III Information on Sheltam 28

PART IV Risk Factors 33

PART V Financial Information 41

PART VI Additional Information 149

Notice of Extraordinary General Meeting 179

3 READMISSION AND ACQUISITION STATISTICS

Number of PME Shares in issue before the Acquisition 76,753,897 Number of Consideration Shares to be issued pursuant to the Acquisition 19,741,160 Consideration Shares as a percentage of Enlarged Share Capital 20.46% Number of PME Shares in issue on Readmission 96,495,057 Market capitalisation of the Company on Readmission US$19.30 million(1) TIDM PMEA TIDM following Readmission STAM ISIN number IM00B1WSL611

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Posting of this document and Form of Proxy 18 July 2014 Last time and date for receipt of Forms of Proxy for the Extraordinary General Meeting 10:00 a.m. on 9 August 2014 Extraordinary General Meeting 10:00 a.m. on 11 August 2014 Readmission effective and dealings in Enlarged Share Capital commence 12 August 2014 Completion of the Acquisition 12 August 2014, on Readmission

Notes (1) At a price of US$0.20 per share, the closing mid-market price on AIM on 25 June 2014, being the trading day immediately prior to the Suspension Date. (2) The above times and/or dates may be subject to change and in the event of any such change, the revised times and/or dates will be notiﬁed to Shareholders by an announcement through a Regulatory Information Service. (3) References to times in this document are references to London time unless otherwise stated. (4) Unless otherwise stated, the following exchange rates are used throughout this document, being the rates of exchange at the close of business on 16 July 2014 (the last practicable date prior to the date of this document): US$1.71: £1.00 ZAR10.70: US$1.00

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD DIRECTORS, SECRETARY AND ADVISERS

Existing Directors Paul Martin Macdonald (Executive Chairman)* Lawrence (Larry) Albert Kearns (Executive Director)*

* will become non-executive Directors following Readmission

Proposed Directors Roy Puffett (proposed Chief Executive Officer) Trevor Garth Karg (proposed Chief Operating Officer) Steyn Delport (proposed Chief Financial Officer) Wesley Kruger (proposed Commercial Director) Andrew James Peggie (proposed Non-Executive Director)

all of the registered ofﬁce below

Registered Ofﬁce Millennium House 46 Athol Street Douglas Isle of Man IM1 1JB

PME website www.pmeinfrastructure.com

Sheltam Group website and the website of www.sheltam.com the Enlarged Group from Readmission

Nominated Adviser Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY

Broker Oriel Securities Limited 150 Cheapside London EC2V 6ET

English Legal Adviser to the Company Hogan Lovells International LLP Atlantic House 50 Holborn Viaduct London EC1A 2FG

South African Legal Adviser to the Hogan Lovells (South Africa) Company 22 Fredman Drive Sandton Johannesburg 2196 South Africa

Isle of Man Legal Adviser to the Appleby (Isle of Man) LLC Company 33-37 Athol Street Douglas Isle of Man IM1 1LB

Legal Adviser to the Nominated Adviser McDermott Will & Emery LLP and Broker Heron Tower 110 Bishopsgate London EC2N 4AY

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD Reporting Accountants KPMG Audit LLC Heritage Court 41 Athol Street Douglas Isle of Man IM99 1HN

Auditors PricewaterhouseCoopers LLC Sixty Circular Road, 3rd Floor Douglas Isle of Man IM1 1SA

Administrator and Current Registrar Galileo Fund Services Limited Millennium House 46 Athol Street Douglas Isle of Man IM1 1JB

Offshore Registrar Capita Registrars (Isle of Man) Limited Clinch’s House Lord Street Douglas Isle of Man IM99 1RZ

Registrar on Readmission Capita Registrars (Isle of Man) Limited Clinch’s House Lord Street Douglas Isle of Man IM99 1RZ

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD DEFINITIONS

The following definitions shall apply throughout this document unless the context otherwise requires: ‘‘Acquisition’’ the proposed acquisition by PME RSACO from the Vendors of the 50 per cent. of the share capital of Sheltam not already owned by PME RSACO and the benefit of the Sheltam Shareholder Loans ‘‘Act’’ the Companies Acts 1931-2004 of the Isle of Man ‘‘acting in concert’’ this term has the meaning attributed to it in the City Code ‘‘AIM’’ the AIM market operated by the London Stock Exchange ‘‘AIM Rules’’ the AIM Rules for Companies and the AIM Rules for Nominated Advisers, both published by the London Stock Exchange, governing admission to and the operation of AIM ‘‘BEE’’ broad based black economic empowerment as provided for under the Broad-Based Black Economic Empowerment Act, No. 53 of 2003 of South Africa. ‘‘Board’’ the board of directors of PME (or any committee of the board) from time to time ‘‘C30 Locomotives’’ the ten General Electric C30 3,000 HP diesel electric locomotives owned by the Group and currently leased to Sheltam under the Finance Lease ‘‘CapAfrica’’ Bhambatha Capital (Pty) Limited trading as CapAfrica ‘‘City Code’’ or ‘‘Takeover Code’’ the City Code on Takeovers and Mergers of the United Kingdom issued from time to time by or on behalf of the Panel ‘‘Company’’ or ‘‘PME’’ PME African Infrastructure Opportunities plc ‘‘Consideration Shares’’ 19,741,160 PME Shares to be issued and allotted to the Vendors on completion of the Acquisition ‘‘CREST’’ the computerised settlement system to facilitate the transfer of title to securities in uncertificated form, operated by Euroclear UK & Ireland Limited ‘‘CREST Regulations’’ the Uncertificated Securities Regulations 2005 (SD 754/05) of the Isle of Man ‘‘Directors’’ the directors of the Company from time to time ‘‘Dovetel’’ Dovetel (T) Limited, a company incorporated in Tanzania ‘‘DRC’’ the Democratic Republic of Congo ‘‘Econet Wireless Burundi’’ Econet Wireless Global Ventures Limited, a company incorporated in Mauritius ‘‘Enlarged Group’’ the Company and its subsidiaries following Readmission and completion of the Acquisition and the Restructuring ‘‘Enlarged Share Capital’’ the issued share capital of the Company at Readmission comprising the Existing PME Shares and the Consideration Shares ‘‘Executive Share Option Plan’’ or the executive share option plan proposed to be adopted by the ‘‘ESOP’’ Company, subject to the approval of Shareholders at the EGM, as further described in paragraph 15 of Part VI of this document ‘‘Existing Board’’ or ‘‘Existing the directors of the Company as at the date of this document, Directors’’ whose names are set out on page 5 of this document ‘‘Existing PME Shares’’ the existing 76,753,897 PME Shares in issue as at the date of this document ‘‘Existing Shareholders’’ holders of Existing PME Shares

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD ‘‘Extraordinary General Meeting’’ the extraordinary general meeting of the Company convened for or ‘‘EGM’’ 10:00 a.m. on 11 August 2014, or any adjournment thereof, for the purposes of considering and, if thought fit, approving the Resolutions, a notice of which accompanies this document ‘‘FCA’’ or ‘‘Financial Conduct the UK Financial Conduct Authority Authority’’ ‘‘Finance Lease’’ the finance lease dated 15 April 2009 in respect of the C30 Locomotives owned by PME Locomotives, entered into by PME Locomotives, Sheltam and Sheltam Pty, as amended on 11 August 2011 ‘‘Form of Proxy’’ the form of proxy accompanying this document to be used by Existing Shareholders in respect of the EGM ‘‘FSMA’’ the Financial Services and Markets Act 2000 ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Introduction Agreement’’ the agreement relating to Readmission described in paragraph 10.3 of Part VI of this document ‘‘Investment Manager’’ PME Infrastructure Managers Limited, the Company’s investment manager from 2007 to 2012 ‘‘London Stock Exchange’’ London Stock Exchange plc ‘‘Merger Control Approval’’ approval of the Acquisition from the South African Competition Commission ‘‘Net Asset Value’’ the net asset value of the Company from time to time ‘‘Net Asset Value per PME Share’’ the Net Asset Value divided by the number of PME Shares ‘‘New Board’’ the Existing Directors and the Proposed Directors, who shall together comprise the board of directors of the Company upon Readmission ‘‘New Shareholder Group’’ the Vendors and PUG, who are acting in concert for the purposes of the Takeover Code ‘‘Notice of EGM’’ notice of the EGM accompanying this document ‘‘Official List’’ the Official List of the UK Listing Authority ‘‘Oriel Securities’’ Oriel Securities Limited, acting in its capacity as the Company’s broker ‘‘Panel’’ or ‘‘Takeover Panel’’ the Panel on Takeovers and Mergers ‘‘Peninsula House’’ Peninsula House, Plot No 251 Toure Drive, Oyster Bay, Dar es Salaam, Tanzania ‘‘PME Properties’’ PME Properties Limited, a wholly owned subsidiary of the Company ‘‘PME Locomotives’’ PME Locomotives (Mauritius) Limited, a wholly owned subsidiary of the Company ‘‘PME RSACO’’ PME RSACO (Mauritius) Limited, a wholly owned subsidiary of the Company ‘‘PME Shares’’ ordinary shares of US$0.01 each in the capital of the Company ‘‘Proposals’’ the Acquisition, Readmission, the Restructuring, the change of the Company’s name to ‘‘Sheltam plc’’, the ESOP and the adoption of revised memorandum and articles of association ‘‘Proposed Directors’’ the proposed directors of the Company following completion of the Acquisition, whose names are set out on page 5 of this document ‘‘Prospectus Directive’’ Directive 2003/71/EC of the European Parliament and of the Council of the European Union, as amended ‘‘Prospectus Rules’’ the prospectus rules made by the FCA under Part VI of the FSMA, as amended

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD ‘‘PUG’’ or ‘‘PUG Investments’’ PUG Investments Limited ‘‘QIA’’ Qatar Investment Authority ‘‘Readmission’’ admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules ‘‘Registrars’’ Galileo Fund Services Limited ‘‘Resolutions’’ the resolutions proposed to be passed by Shareholders at the EGM, as set out in the Notice of EGM ‘‘Restructuring’’ the restructuring of the Group and its operations proposed to be undertaken immediately following completion of the Acquisition, as further described in paragraph 2.3 of Part II of this document ‘‘Retail Prices Index’’ means the retail prices index published in the UK by the Ofﬁce for National Statistics ‘‘Shareholders’’ holders of PME Shares from time to time ‘‘Shareholders Agreement’’ the agreement described in paragraph 10.11 of Part VI of this document ‘‘Sheltam’’ Sheltam Holdings (Proprietary) Limited ‘‘Sheltam Group’’ Sheltam and its subsidiary undertakings from time to time ‘‘Sheltam Mozambique’’ Sheltam Mozambique Limitada ‘‘Sheltam Pty’’ Sheltam (Proprietary) Limited ‘‘Sheltam Rail’’ the Sheltam Group’s locomotive and rail division ‘‘Sheltam Rail Logistics’’ Sheltam Rail Logistics (Proprietary) Limited ‘‘Sheltam Rail Trust’’ the Sheltam Rail Trust, a trust duly registered with the Master of the High Court of the Republic of South Africa with IT number 1600/96 ‘‘Sheltam Shareholder Loans’’ the loans from the Vendors to Sheltam in an aggregate amount of ZAR 74,122,232 (approximately US$6.9 million) which are to be transferred to the Group pursuant to the Acquisition ‘‘Sheltam Shares’’ the 200 ordinary shares of ZAR 1 each in the capital of Sheltam to be acquired by the Group from the Vendors pursuant to the Acquisition ‘‘Smith & Williamson’’ Smith & Williamson Corporate Finance Limited, acting in its capacity as the Company’s Nominated Adviser ‘‘South Africa’’ the Republic of South Africa ‘‘SPA’’ the acquisition agreement dated 17 July 2014 between the Company, PME RSACO and the Vendors pursuant to which PME RSACO has conditionally agreed to acquire the Sheltam Shares and the Sheltam Shareholder Loans ‘‘Stabilisation and Relationship the stabilisation and relationship agreement between the Company, Agreement’’ Smith & Williamson, the Vendors and PUG described at paragraph 10.2 of Part VI ‘‘Sterling’’ or ‘‘£’’ the lawful currency of the UK ‘‘Suspension Date’’ 26 June 2014, being the date on which trading in PME Shares was suspended as a result of PME’s announcement of its intention to carry out the Acquisition ‘‘TMP Uganda’’ TMP Uganda Limited, a Ugandan telecommunication provider ‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland ‘‘UK Listing Authority’’ the FCA, in its capacity as the competent authority for the purposes of the admission of securities to the Ofﬁcial List

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD ‘‘US’’ or ‘‘United States’’ the United States of America (including any states of the United States of America and the District of Columbia), its possessions and territories, and all other areas subject to its jurisdiction ‘‘US person’’ a US person as deﬁned in Regulation S under the United States Securities Act of 1933 (as amended) ‘‘US Securities Act’’ the US Securities Act of 1933, as amended, and the rules and regulations promulgated by the US Securities and Exchange Commission thereunder ‘‘US$’’ the lawful currency of the US ‘‘Vendors’’ Roy Puffett and the Sheltam Rail Trust, each currently holders of 25 per cent. of the issued share capital of Sheltam ‘‘ZAR’’ or ‘‘Rand’’ the lawful currency of South Africa

c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD PART I

LETTER FROM THE CHAIRMAN OF PME PME African Infrastructure Opportunities plc (Incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 with registered number 120060C)

Existing Directors: Registered Ofﬁce: Paul Martin Macdonald (Executive Chairman) Millennium House, Lawrence Albert Kearns (Executive Director) 46 Athol Street, Douglas, Isle of Man IM1 1JB

17 July 2014 To holders of Existing PME Shares Dear Shareholder Proposed acquisition of Sheltam Holdings (Proprietary) Limited Readmission to AIM Change of name to ‘‘Sheltam plc’’ Executive Share Option Plan Revisions to the Company’s memorandum and articles of association to remove reference to C Shares

Introduction PME has announced that it has entered into an agreement pursuant to which the Group is to acquire the 50 per cent. of the issued share capital of Sheltam Holdings (Proprietary) Limited not already held by it from the Vendors (being Roy Puffett, the founder of Sheltam’s business and Managing Director of Sheltam, and the Sheltam Rail Trust), together with certain shareholder loans made by the Vendors to Sheltam. The Acquisition will be satisﬁed entirely by the issue of the Consideration Shares, being 19,741,160 new PME Shares, to the Vendors, with completion of the Acquisition being conditional, inter alia, on readmission of the Company’s Enlarged Share Capital to trading on AIM. The Acquisition, if completed, will result in the Company being re-named Sheltam plc and the cessation of the Company’s current investing policy, under which the Existing Directors have sought to realise the Company’s remaining assets and, eventually, wind up the Company. The Acquisition will result in PME becoming the holding company of a trading group focused on the provision of transportation services in Africa. The Directors believe that Sheltam’s consolidated shareholding structure under the Company will help facilitate the securing of debt ﬁnancing on more favourable terms than are currently available to the Sheltam Group as well as better development prospects for the Sheltam Group’s business through organic growth, and acquisition or joint venture opportunities. The enhanced access to capital should enable the business to capitalise on the opportunities available both in South Africa and more widely within Africa. The restructuring and re-alignment of the structure of the Enlarged Group will allow better assessment of the value of the business which, in turn, should encourage a more representative, and positive, market valuation of PME Shares. The Consideration Shares will be issued to the Vendors at an effective issue price of US$0.3040 per Share, representing a discount of approximately 33.9 per cent. to the audited Net Asset Value per PME Share of US$0.46 as at 31 December 2013 and valuing the Sheltam Shares and Sheltam Shareholder Loans at approximately US$6.0 million. The effective issue price represents a premium of 52.0 per cent. to the mid-market closing share price of PME Shares of US$0.20 on 25 June 2014, being the trading day immediately prior to the Suspension Date. The Consideration Shares will represent approximately 20.46 per cent. of the Enlarged Share Capital of the Company on Readmission. If the Acquisition is completed, the Enlarged Group will undertake a restructuring of the existing locomotive leasing and related arrangements, as further described under the heading ‘‘Restructuring’’ in this Part I and in section 2.3 of Part II of this document.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD Readmission to trading on AIM As the Acquisition will result in a fundamental change in PME’s business and board control, the Acquisition will constitute a reverse takeover of PME under the AIM Rules and the Company’s current investing policy will also cease on completion of the Acquisition. As a result, the Acquisition requires the approval of Shareholders. The Company has therefore convened an extraordinary general meeting of Shareholders, to be held at 10:00 a.m. on 11 August 2014 at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, to approve the Acquisition and pass certain related resolutions. Notice of the Extraordinary General Meeting is set out at the end of this document.

If Resolution 1 is duly passed at the EGM, the Company’s existing quotation on AIM will be cancelled and the Company will apply for the Enlarged Share Capital to be re-admitted to trading on AIM following the passing of Resolution 1.

In connection with the Acquisition, the Vendors have entered into the Shareholders Agreement with PUG, an Existing Shareholder, pursuant to which the Vendors will sell 5,715,667 PME Shares to PUG, following completion of the Acquisition and issue of the Consideration Shares. As a result, following Readmission and completion of such sale, the New Shareholder Group (comprising PUG and the Vendors) will each hold 14,025,493 PME Shares and an aggregate of 28,050,986 PME Shares representing 29.07 per cent. of the Enlarged Share Capital.

As a result of the Shareholders Agreement, PUG and the Vendors are deemed to be acting in concert for the purposes of the Takeover Code.

The purpose of this document is to provide you with information on the Proposals and to explain why the Existing Board considers the Proposals to be in the best interests of the Company and the Shareholders, and why they recommend that Existing Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.

Background to and reasons for the Acquisition On 19 October 2012, Shareholders approved, inter alia, a new investing policy for the Company pursuant to which the Existing Directors have sought to realise the remaining assets of the Company and return both the Company’s cash reserves and proceeds from realisations to Shareholders. In addition, Shareholders approved the return of cash through one or more tender offers and the Company has since returned a total of approximately US$19.6 million to Shareholders.

The Company’s remaining assets consist of its transport assets – being a 50 per cent. shareholding interest in, together with shareholder loans made to, Sheltam, a South African based transportation services business, and ten General Electric C30 diesel locomotives leased to Sheltam under the Finance Lease – together with the beneﬁt of the remaining 24 years of a 30 year lease of a commercial premises called Peninsula House in Dar es Salaam, Tanzania.

In line with the investing policy adopted in 2012, and with the aim of returning cash to Shareholders during 2013, the Existing Directors undertook a sale process in respect of the Group’s interests in Sheltam and the C30 Locomotives. However, during this process it became clear that, under the terms of the existing shareholders agreement between PME’s subsidiary, PME RSACO, and the Vendors in respect of Sheltam, there was a misalignment of interests in relation to the proposed divestment by the Group. This misalignment reduced the attractiveness of both Sheltam and the C30 Locomotives to any potential purchaser and it was not possible to reach agreement for sale on terms which the Directors considered acceptable. Furthermore the relationship between Sheltam and PME as both a shareholder and a provider of locomotives under the Finance Lease made it difﬁcult to structure any third party ﬁnancing for Sheltam.

Whilst no sale was concluded, the sale process did highlight Sheltam’s attractiveness as an investment in the transport services market in South Africa and how a re-alignment of the respective interests of its shareholders and its corporate and operational structure would beneﬁt the shareholders in Sheltam, and ultimately the shareholders in PME. Under the terms of the Acquisition (if completed), Sheltam will become a wholly-owned subsidiary of PME (through PME RSACO), and the other shareholders in Sheltam (being the Vendors) will exchange their shares in Sheltam for a stake in PME. Under the Restructuring, the corporate structure of the Enlarged Group and the leasing arrangements for the C30 Locomotives will also be changed.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD The advantages of these arrangements are as follows: * Sheltam is a significant player in the privately owned rail services market in southern Africa and overall has demonstrated an improving operating performance in recent years. It has been hampered in its development by the terms of the Finance Lease for the C30 Locomotives and arrears in payments under the Finance Lease which had built up with the Group from the early years of operations and severely restricted Sheltam’s ability to grow its operations. The removal of these obstacles under the Restructuring will improve cash flow and profitability and is expected by the Existing Directors and the Proposed Directors to, in time, provide additional financial resources for Sheltam management to pursue growth opportunities. By enhancing Sheltam’s cash flow, profitability and access to funding, the Acquisition and Restructuring may also help facilitate the development of relationships with future customers and potential business partners. * There are significant opportunities for Sheltam to exploit its position as a transport services provider, offering its current customer base additional services, and participating in new transportation solutions in a number of countries in which the Sheltam Group is not currently active. Sheltam would thus become an increasingly attractive partner for other businesses wishing to position themselves as full service providers to the mining, transportation and national railway industries. A number of opportunities are currently being examined. * The simplification of the Sheltam Group corporate structure pursuant to the Acquisition and the Restructuring is expected to allow PME to obtain future borrowings for the Enlarged Group on more favourable terms than have been available. * By reducing the pressure on Sheltam in servicing debt under the Finance Lease, the prospects of the Enlarged Group paying a dividend will be significantly enhanced. The Existing Directors and the Proposed Directors intend to review PME’s dividend policy in conjunction with the results for the year ending 31 December 2014. * The shareholding structure and leasing arrangements within the Group and the Sheltam Group has made it difficult for investors to assess the potential value of the Sheltam Group. The Acquisition and Restructuring will create a more transparent ownership structure and a more efficient operating and capital structure, which will enable investors and market analysts to better assess the value and performance of the Enlarged Group. * By focusing on a trading operation based on the development of rail assets in a growing southern Africa market, with a more robust capital structure, the Directors believe that the PME share price should more accurately reflect the underlying value of the business. * The restructuring of the Enlarged Group and the leasing and operating services arrangements between members of the Enlarged Group will enhance operational flexibility and is expected to improve revenue and profitability for the Enlarged Group.

Information on PME PME was admitted to AIM on 12 July 2007 having raised US$180.5 million, with the objective of investing in infrastructure projects and related opportunities across a range of countries in sub- Saharan Africa. The Group subsequently made three investments in the telecommunications sector – Econet Wireless Burundi, TMP Uganda and Dovetel, as well as its investment in transport assets, namely the 50 per cent. interest in Sheltam and twelve C30 Locomotives. The Group also acquired its interest in Peninsula House in Dar es Salaam. The aggregate investment value of these assets was approximately US$89.5 million. Against a backdrop of difﬁcult economic conditions following the global economic downturn in 2008, in February 2009 the Board implemented a policy to buy back PME Shares using cash balances at a substantial discount to the prevailing Net Asset Value, which it believed would enhance the value of the remaining PME Shares. In December 2009, the Group successfully realised its investment in Econet Wireless Burundi, achieving an annualised return of approximately 40 per cent. based on an initial investment of US$10 million. Unfortunately, the Group’s other two telecommunications assets were less successful, with the Board taking the decision to place TMP Uganda into a voluntary liquidation process and Dovetel being placed into voluntary administration, both in December 2011. The Group subsequently sold its interest in Dovetel for a nominal amount in June 2012 (although certain shareholder loans remained

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD payable by Dovetel, more detail on which is set out in paragraph 14 of Part VI of this document), but retained ownership of its property asset, Peninsula House. In July 2012 the agreement with the Investment Manager was terminated (following a 12 month notice period) and the Board assumed responsibility for the management of the Group’s remaining assets, with Lawrence Kearns and me taking on executive responsibilities. In October 2012 a revised investing policy was approved by Shareholders which mandated the Board to realise the assets of the Company, return capital to Shareholders and, eventually, wind up the Company. The Company has, since then, returned a total of US$19.6 million to Shareholders through two tender offers – completed in October 2012 and December 2013 respectively. As a result of these divestments and tender offers for PME Shares, the Company’s net asset value as at 31 December 2013 was US$35.0 million and the Group now has the following remaining investments:

Transport Assets The Company’s most signiﬁcant assets are its 50 per cent. shareholding interest in, and shareholder loans to, Sheltam (further described below) and the ten C30 Locomotives currently leased to Sheltam under the Finance Lease.

Dar es Salaam Property PME’s wholly owned subsidiary, PME Properties, has the beneﬁt of the remaining 24 years of a leasehold interest in Peninsula House. The leasehold interest, which runs for 30 years from January 2009, was acquired by PME Properties from Dovetel in June 2010. The property is located in a prime commercial/residential neighbourhood, 6 kilometres away from Dar es Salaam’s central business district, and overlooks the Indian Ocean. The property comprises a substantial three storey ofﬁce building with one generator house and two security gate houses. The property is currently fully let although part of the property is let to Dovetel, which is in administration. The Group is currently taking action in the Tanzanian Courts with a view to removing Dovetel as a tenant and recovering unpaid rent. Further details of the action are set out in paragraph 14 of Part VI of this document. The Company continues to seek to realise the property. The Existing Directors expect that a successful outcome to the action being taken in the Tanzanian Courts will permit the realisation of the property. Further information on the Group is set out in Part II of this document.

Information on Sheltam Sheltam’s business was founded in 1987 by Roy Puffett. Sheltam is currently owned 50 per cent. by PME (through its subsidiary PME RSACO) and 50 per cent. by the Vendors. Sheltam has developed into a transportation services business with operations throughout southern Africa, and from time to time in various other sub-Saharan countries including the Democratic Republic of Congo, Kenya, Uganda, Tanzania and Namibia, employing 400 employees. Sheltam’s locomotive and rail division, Sheltam Rail, has historically been Sheltam’s core business and, if the Acquisition is completed, it is intended that this will be the focus of the Enlarged Group’s activities going forward. Sheltam Rail is headquartered in Port Elizabeth in South Africa, with branches in Randfontein and Witbank in South Africa. Its 38 diesel electric locomotives constitute one of the largest privately owned and operated ﬂeets in southern Africa. The ﬂeet is currently deployed in South Africa, the Democratic Republic of Congo, Mozambique and Swaziland. Sheltam Rail leases, operates, refurbishes and maintains locomotives for, and provides operations and logistics management to, mining, industrial and public sector businesses – including businesses who own their own privately-owned railway networks. These are typically used for the transportation of products such as coal, gold ore, ferrochrome, platinum, iron ore, copper and cobalt. Clients include a number of multinational corporations and state owned enterprises. Being fully ISO 9001:2008 accredited and licensed in terms of the Railway Safety Regulator, services include the leasing of locomotives, with or without maintenance services, as well as the maintenance and repair of various makes of diesel and electrical locomotives operating in South Africa (together with rolling stock). Maintenance and repairs are undertaken in the Sheltam Group’s workshops and services range from the rebuilding and refurbishing of locomotives to the operation of closed railway

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD systems and logistics management in respect to the haulage of product. By way of example, Sheltam operates a closed rail system for a gold mining client in Randfontein as well as providing its overall maintenance and repairs. Sheltam provides a similar operational service to another client in Virginia. In addition, at Randfontein, Sheltam also maintains and manages the track and signalling system infrastructure. Sheltam’s engineers service the ﬂeet throughout southern Africa, providing technical support and emergency maintenance and repair to locomotives in remote areas. Capabilities include complete track maintenance as well as the installation of new railway lines. In addition to the above, through its training school, Sheltam provides railway related training solutions to the African market. As an example, Sheltam has recently assisted a state owned enterprise in Nigeria in its locomotive driver training requirements. In the year ending 31 December 2013, Sheltam recorded turnover of approximately ZAR 329.6 million, pre-tax losses of ZAR 48.8 million and as at 31 December 2013 had net assets of ZAR 143.2 million. Losses in 2013 arose primarily as a result of the US Dollar denominated Finance Lease and loan from PME Locomotives to the Sheltam Group. In 2013 there was a sharp decline in the value of the South African Rand, resulting in a relatively large unrealised exchange rate loss during 2013. Sheltam experienced similar losses in 2011. Sheltam’s ﬁnancial statements for the three years ended 31 December 2013 are set out in Section B of Part V of this document. Further information on Sheltam is set out in Part III of this document.

Intentions regarding the Company and the Enlarged Group On completion of the Acquisition, the Company will cease to operate as an investment company and will become the holding company of a trading group focused on the provision of African transportation services. The Board will continue to seek to dispose of Peninsula House in Dar es Salaam. The initial strategy for the Enlarged Group will be to continue to offer full levels of service to Sheltam’s current customer base. The New Board intends to expand Sheltam’s current workshop capabilities from which its African strategy will be supported. Going forward, the New Board intends to use the Sheltam management team’s experience of operating in a number of countries and across borders to participate in new logistics solutions in Africa, taking advantage of the anticipated continued expansion of rail networks in southern Africa, which is being supported by the World Bank, and is expected to be enhanced by direct investment in such infrastructure by host governments and inward investment by multi nationals active in the natural resources sector. It is anticipated that the Sheltam management team will seek to open up new opportunities, teaming up with national rail operators or their foreign partners to improve the utilisation of both existing and new rail networks. In many cases the development of new logistics solutions will best be served by offering customers packaged solutions, including rail and road transportation, as well as handling facilities. To participate in these developments, it is planned that Sheltam will partner with other companies who have the requisite experience in road transportation and freight handling. The private rail sector in southern Africa is still relatively small and the Board believes that there are opportunities to grow the Sheltam business through selective mergers, acquisitions and joint ventures as well as by organic growth. The Board will continue to evaluate the performance of Sheltam’s other businesses, namely the Sheltam Marine division and the Sheltam Aviation division on an ongoing basis to ensure the optimal allocation of the Enlarged Group’s resources.

The Acquisition Under the terms of the Acquisition, PME RSACO will acquire the Sheltam Shares and the Sheltam Shareholder Loans from the Vendors, for the allotment and issue by PME of the Consideration Shares at an effective issue price of US$0.3040 per Share. The effective issue price represents a discount of approximately 33.9 per cent. to the Net Asset Value per PME Share of US$0.46 as at 31 December 2013 and a premium of 52.0 per cent. to the mid-market closing share price of PME Shares of US$0.20 on 25 June 2014, being the trading day immediately prior to the Suspension Date. The Acquisition values the Sheltam Shares and Sheltam Shareholder Loans at approximately US$6.0 million. The carrying value of the Group’s existing 50 per cent. interest in Sheltam was

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD US$6.84 million as at 31 December 2013. The New Board believes that the combined holding will be value enhancing for Shareholders for the reasons stated above under the heading ‘‘Background to and reasons for the Acquisition’’. The Acquisition is conditional, inter alia, on the passing of Resolution 1 at the EGM, Merger Control Approval, receipt of consent from a third party lender to the Sheltam Group and Readmission taking place. Merger Control Approval and lender consent is expected to be granted prior to the date of the EGM. The Acquisition will not complete if these conditions have not been satisﬁed by 31 August 2014 or such later date as PME and the Vendors may decide.

Details of the Consideration Shares The Consideration Shares will be issued credited as fully paid and will, in aggregate, represent approximately 20.46 per cent. of the Enlarged Share Capital on Readmission. The Consideration Shares will rank pari passu with the Existing PME Shares in all respects, including the right to receive all dividends or other distributions declared, made or paid after the date of this document.

New Board and Management On Readmission, Lawrence Kearns and I will stand down from our roles as executive directors of the Company, becoming non-executive directors and in my case I shall remain as Chairman. In addition, with effect from Readmission, Roy Puffett, Trevor Karg, Steyn Delport, Wes Kruger and James Peggie will be appointed as directors of the Company. Roy Puffett will also become the Chief Executive Officer of the Company, Trevor Karg the Chief Operating Officer, Steyn Delport the Chief Financial Officer and Wes Kruger the Commercial Director. On Readmission, the Board of Directors will therefore comprise the following: Paul Macdonald (Non-Executive Chairman) Roy Puffett (Chief Executive Officer) Trevor Karg (Chief Operating Officer) Steyn Delport (Chief Financial Officer) Wes Kruger (Commercial Director) Larry Kearns (Non-Executive Director) James Peggie (Non-Executive Director) Biographies for each of the Existing Directors and the Proposed Directors can be found in Part II of this document. The Company intends to identify and appoint an additional independent non-executive director in due course. The New Board intends to put in place new management incentive arrangements with effect from completion of the Acquisition, in which executive Directors from time to time (other than Roy Puffett) and certain senior management of the Group will be eligible to participate, including the Executive Share Option Plan, subject to approval by Shareholders at the EGM. These proposed management incentive arrangements are described in Part II of this document.

Dealings and trading Application will be made by the Company for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Readmission will take place and trading in the PME Shares will commence on the first dealing day following that on which Resolution 1 is passed at the Extraordinary General Meeting, subject to receipt of Merger Control Approval and lender consent both of which are expected to be received prior to the date of the EGM. All PME Shares, including the Consideration Shares, may be held in either certificated or uncertificated form (i.e. in CREST).

CREST CREST is a paperless security transfer system, which enables securities to be held otherwise than by a certiﬁcate and transferred otherwise than by written instrument. The PME Shares will continue to be eligible for settlement in CREST following Readmission. Accordingly, settlement of transactions in the PME Shares may take place within the CREST system if the relevant holders so wish. CREST is a voluntary system and holders of PME Shares who wish to receive and retain share certiﬁcates will be able to do so.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD The Takeover Code The terms of the Shareholders Agreement give rise to certain considerations under the City Code. The City Code is issued and administered by the Panel. The City Code applies to all takeover and merger transactions, however effected, where the offeree company has its registered ofﬁce in the United Kingdom, the Channel Islands or the Isle of Man, and shares of the offeree company are admitted to trading on a regulated market or a multilateral trading facility (such as AIM) in the United Kingdom, the Channel Islands, or the Isle of Man. The Company is such a company and its shareholders are entitled to the protection of the City Code. Under Rule 9 of the City Code, when (i) a person acquires an interest in shares which, taken together with shares in which he and persons acting in concert with him are interested in, carry 30 per cent. or more of the voting rights of a company subject to the City Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of the voting rights of the company subject to the City Code, and such person, or any persons acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then in either case, that person together with the persons acting in concert with him, is normally required to make a general offer in cash, at the highest price paid by him, or any persons acting in concert with him, for shares in that company or an interest in shares in that company within the preceding 12 months, for all the remaining equity share capital of that company. Under the City Code, a ‘‘concert party’’ arises, inter alia, when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate, to obtain or consolidate control of that company. Under the City Code, control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. In this context, voting rights means all the voting rights attributable to the capital of the company which are currently exercisable at a general meeting. The members of the New Shareholder Group are or will be shareholders in the Company. Information on the members of the New Shareholder Group and the arrangements agreed between them is set out in Part VI of this document. The members of the New Shareholder Group are deemed to be acting in concert within the meaning of the City Code. Following completion of the Acquisition, the members of the New Shareholder Group will hold in aggregate 28,050,986 PME Shares, representing 29.07 per cent. of the Enlarged Share Capital. For as long as the members of the New Shareholder Group are considered as acting in concert for the purposes of the provisions of Rule 9 of the City Code, any increase in that aggregate interest in PME Shares to 30 per cent. or more will be subject to the provisions of Rule 9 of the City Code.

Related arrangements Shareholders Agreement In connection with the Acquisition, the Vendors have entered into the Shareholders Agreement with PUG, an Existing Shareholder, pursuant to which the Vendors will sell 5,715,667 PME Shares to PUG immediately following completion of the Acquisition and Readmission at a price of US$0.30 per PME Share. The Vendors and PUG have also agreed arrangements relating to voting their ongoing holdings of PME Shares. Further details of the Shareholders Agreement are set out in paragraph 10.11 Part VI of this document. Stabilisation and Relationship Agreement The members of the New Shareholder Group have entered into the Stabilisation and Relationship Agreement with the Company and Smith & Williamson pursuant to which they have agreed, with limited exceptions, not to, and to procure that their respective associates and concert parties do not, dispose of PME Shares to, or acquire PME Shares from any third party during a period of twelve months from completion of the Acquisition. In addition, the Vendors and PUG have agreed to exercise their rights as Shareholders so as to ensure that the Company is capable of carrying on its business independently of them. Further details of the Stabilisation and Relationship Agreement are set out in paragraph 10.2 of Part VI of this document. Restructuring On completion of the Acquisition, it is intended that the existing Finance Lease in place between PME Locomotives, Sheltam and Sheltam Pty (pursuant to which the Group leases the C30

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD Locomotives to the Sheltam Group) will be terminated and replaced by a master operating lease between Sheltam Pty and PME Locomotives, under which three locomotives will be leased to Sheltam Pty, two of which are the subject of a sublease to a third party. Another sublease under which a further three locomotives are leased by the Sheltam Group to a third party will be assigned to PME Locomotives with effect from completion of the Acquisition. In addition, Sheltam and Sheltam Pty will sell to PME Locomotives equity interests representing 99.9 per cent. of the equity capital of Sheltam Mozambique in consideration for payment of a cash amount calculated based on the net asset value of Sheltam Mozambique and Sheltam Pty will acquire certain tools used for operation and maintenance of the C30 Locomotives from PME Locomotives, provided such sale of equity interests in Sheltam Mozambique and tools will be conditional on grant of exchange control approval by the Bank of Mozambique. A new master operating lease will also be entered into between PME Locomotives and Sheltam Mozambique to facilitate the current sublease by Sheltam Mozambique of four C30 Locomotives to a third party. It is expected that two of the C30 Locomotives which are subject to the new operating lease with Sheltam Pty, together with one further C30 Locomotive which is subject to the Finance Lease and is used by Sheltam Pty, will revert to PME Locomotives on expiry of the relevant sublease and thereafter be leased directly by PME Locomotives to third parties so that over time all ten C30 Locomotives will be leased directly or indirectly by PME Locomotives to third party lessees. Sheltam Pty and PME Locomotives have entered into an operating and maintenance services agreement, effective on completion of the Acquisition, for the provision of services by Sheltam Pty to PME Locomotives, in respect of the C30 Locomotives other than those which are subject to the master operating lease between Sheltam Pty and PME Locomotives. On completion of the Acquisition, Sheltam and PME Locomotives will enter a master operating lease under which locomotives owned by Sheltam can be leased to PME Locomotives from time to time. Sheltam Pty and PME Locomotives will also enter into an operating and maintenance services agreement which will permit the provision of operating and maintenance services by Sheltam Pty to PME Locomotives for locomotives leased under the master operating lease. Further details of the agreements being entered into in order to effect this restructuring are set out in paragraph 10 of Part VII of this document.

Dividends and Shareholder returns The return of further capital to Shareholders, including payment of any future dividends, will depend on the future earnings of the Company. The Board intends to review the Company’s dividend policy in 2015 on the basis of the Group’s ﬁnancial results for the year ended 31 December 2014. The Board also intends, provided that it appears to the Directors to be commercially appropriate at the relevant time and subject to securing appropriate debt ﬁnancing for the Group, to undertake a tender offer after Readmission.

Taxation General information relating to United Kingdom and Isle of Man taxation of Shareholders in the context of Readmission is set out in paragraph 11 of Part VI of this document. If you are in any doubt as to your tax position, you should contact your professional adviser immediately.

Extraordinary General Meeting At the end of this document, you will ﬁnd a notice convening an Extraordinary General Meeting of the Company, which is to be held at 10:00 a.m. on 11 August 2014 at its registered ofﬁce at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB. The resolutions to be proposed at the EGM will be as follows: (1) to approve the Acquisition for the purposes of Rule 8 and Rule 14 of the AIM Rules; (2) to approve a new management incentive share option scheme of the Company; (3) to change the name of the Company to Sheltam plc; and (4) to amend the memorandum and articles of association of the Company to remove references to C Shares. Resolutions 1 and 2 will be proposed as ordinary resolutions while Resolutions 3 and 4 will be proposed as special resolutions. The Vendors are not Existing Shareholders and will not be eligible to vote on the Resolutions.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD Resolution 1 is a condition of the Acquisition and it will only proceed if this Resolution is carried. Resolutions 2, 3 and 4 are conditional on Resolution 1 being passed, and will only be proposed if Resolution 1 is carried.

Action to be taken You will ﬁnd enclosed with this document a Form of Proxy, for use in connection with the EGM. Whether or not you intend to be present at the EGM, you are asked to complete and return the Form of Proxy in accordance with the instructions printed on them so as to be received at the ofﬁces of the Registrars, Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB as soon as possible and, in any event, not later than 10:00 a.m. on 9 August 2014. Completion and return of the Form of Proxy will not preclude you from attending and voting at the meeting in person should you so wish.

Recommendation and voting intentions The Board recommends that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as Lawrence Kearns (being the only Existing Director who holds an interest in PME Shares) has irrevocably undertaken to do in respect of his own beneﬁcial holding, which amounts to 74,000 PME Shares representing approximately 0.1 per cent. of the Existing PME Shares. In addition, the Company has also received an irrevocable undertaking from PUG to vote in favour of the Resolutions in respect of the 8,309,826 Existing PME Shares it holds, representing approximately 10.83 per cent. of the Existing PME Shares. As a result, the Company has received irrevocable undertakings to vote in favour of the Acquisition in respect of a total of 8,383,826 Existing PME Shares, representing approximately 10.92 per cent. of the Existing PME Shares.

Further information Your attention is drawn to the further information set out in the remainder of this document and, in particular, to the risk factors set out in Part IV of this document.

Yours faithfully Paul Macdonald Chairman

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD PART II

INFORMATION ON PME AND THE ACQUISITION

1. INFORMATION ON PME 1.1 History PME was admitted to trading on AIM in 2007, having raised US$180.5 million with the objective of investing in infrastructure projects and related opportunities across a range of countries in sub- Saharan Africa. The Group subsequently made investments in the telecommunications sector, in various transportation assets and in a commercial property in Dar es Salaam, Tanzania. The aggregate investment value of these assets was approximately US$89.5 million. In telecommunications, PME invested in: * TMP Uganda: A start-up telecommunications enterprise that had been awarded licences to provide telecommunications, broadband services in particular, throughout Uganda. * Dovetel: A telecommunications start up in Tanzania, trading as SASATEL, which had been awarded a national licence to deploy and provide a 3G network, including broadband, data and voice services. * Econet Wireless Burundi: An existing GSM telecommunications network in Burundi. In transport, PME invested in: * Sheltam: A South African based business focused on providing locomotive and aviation leasing, maintenance, refurbishment and other related services to clients in South Africa and elsewhere in sub-Saharan Africa. PME acquired 50 per cent. of the shares in Sheltam and made certain shareholder loans to Sheltam. * Locomotives: twelve General Electric C30 diesel locomotives, of which ten are still owned by the Group and leased to Sheltam Pty under the Finance Lease. In property, PME invested in: * Peninsula House in Dar es Salaam, Tanzania, acquiring a leasehold interest running for 30 years from 2009 Against a backdrop of difﬁcult economic conditions following the global economic downturn in 2008, in February 2009 the Board implemented a policy to buy back PME Shares using cash balances at a substantial discount to the prevailing Net Asset Value, which it believed would enhance the value of the remaining PME Shares. In December 2009, the Group successfully realised its investment in Econet Wireless Burundi, achieving an annualised return of approximately 40 per cent. based on an initial investment of US$10 million. Unfortunately, the Group’s other two telecommunications assets were less successful, with the Board taking the decision to place TMP Uganda into a voluntary liquidation process and Dovetel being placed into voluntary administration, both in December 2011. The Group subsequently sold its interest in Dovetel for a nominal amount in June 2012 but retained ownership of the Group’s property asset in Dar es Salaam, Peninsula House. In May 2012, two of the C30 locomotives owned by the Group and leased to Sheltam under the Finance Lease were involved in a serious accident and were subsequently written off, with the Group agreeing a settlement amount with the insurance company in May 2013. These two locomotives have subsequently been salvaged by Sheltam, with a view to Sheltam re-commissioning them. In May 2014 two C30 Locomotives leased to, and operated by, a customer overturned in Mozambique when several of the coal wagons to which they were coupled derailed, pulling the two C30 Locomotives from the rails. These two C30 Locomotives have subsequently been moved to workshop facilities in Beira, Mozambique for damage assessment and repair. The cost of repairs will be met by Sheltam’s insurers on a pre-payment basis. Under the terms of the relevant lease for the two C30 Locomotives, if it is shown that the derailment was the result of the negligence or wilful act of the lessee or a third party, the lessee is obliged to continue making lease payments in full in accordance with the lease. An investigation into the cause of the incident is ongoing. However, based on the circumstances of the derailment and informal discussions with the lessee, Sheltam management believe that lease payments, including all unpaid arrears, will recommence following completion of the investigation. At this stage it is not intended that replacement locomotives will be provided to the lessee.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD The two C30 Locomotives are expected to re-enter active operation in the second half of 2014. In July 2012 the agreement with the Investment Manager was terminated (following a 12 month notice period) and the Board assumed responsibility for the management of the Group’s remaining assets, with Paul Macdonald and Lawrence Kearns taking on executive responsibilities. In October 2012 a revised investing policy was approved by Shareholders which mandated the Board to realise the assets of the Company, return capital to Shareholders and, eventually, wind up the Company. The Company has since then returned a total of US$19.6 million to Shareholders through two tender offers completed in October 2012 and December 2013 respectively.

Current investments As at the date of this document, the Group’s remaining assets are: * the 50 per cent. interest in Sheltam shares and the Sheltam Shareholder Loans; * the ten C30 Locomotives (which are currently leased to Sheltam under the Finance Lease); and * the interest in Peninsula House in Dar es Salaam. The Sheltam Group business and the Finance Lease contribute the majority of PME’s net assets and cash flows. These assets are cash generative and show potential for future growth. Further details about the Sheltam Group are given in Part III of this document. The Group’s interest in Peninsula House is held through PME’s wholly owned subsidiary, PME Properties. PME Properties has the benefit of the remaining 24 years of a 30 year leasehold interest in Peninsula House. Peninsula House is located in a prime commercial/residential neighbourhood, 6 kilometres away from Dar es Salaam’s central business district, and overlooks the Indian Ocean. The property comprises a substantial three storey office building with one generator house and two security gate houses. The property is currently fully let although part of it is let to Dovetel, which is in administration. The Group is currently taking action in the Tanzanian Courts with a view to removing Dovetel as a tenant and recovering unpaid rent. Further details of the action are set out in paragraph 14 of Part VI of this document. In March 2013 the current owners of Dovetel registered a caveat over Peninsula House requiring their consent for any sale of Peninsula House. The Directors intend to realise a sale of the property but such a sale is likely to occur only when the current legal process with Dovetel is resolved.

1.2 Current Group Structure The current corporate structure of the Group is illustrated in the following diagram.

The entities in the Group other than PME include the following. The Sheltam Group (which does not currently form part of the Group) is described in further detail in Part III of this document.

(a) PME TZ Property (Mauritius) Limited PME TZ Property (Mauritius) Limited owns a 99.99 per cent. interest in PME Properties Limited.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD (b) PME Tanco (Mauritius) Limited This is the Group entity that invested into Dovetel (which is currently in administration). This entity also holds 0.01 per cent. of the issued share capital of PME Properties Limited. (c) PME RSACO (Mauritius) Limited PME RSACO holds 50 per cent. of the issued share capital of Sheltam and has made certain shareholder loans to Sheltam. (d) PME Locomotives (Mauritius) Limited PME Locomotives owns the C30 Locomotives and is the Group entity which is party to the Finance Lease. (e) PME Properties Limited PME Properties has the benefit of the remaining 24 years of a 30 year lease over Peninsula House which commenced in 2009. The property is located in a prime commercial/residential neighbourhood, 6 kilometres from Dar es Salaam Central Business District, and overlooks the Indian Ocean. The property comprises a substantial three storey office building with one generator house and two security gate houses. The property is currently fully let although part of the office is let to Dovetel which is currently in administration. An independent valuation was carried out in December 2013, which valued the property at US$6.7 million (based on the assumption that the building is fully let). Dovetel occupies approximately 20 per cent. of the lettable area of the building but is currently not paying rent and there is litigation between PME and Dovetel, and between PME and the owners of Dovetel as described in paragraph 14 of Part VI of this document. Using certain of the valuation metrics and assumptions used in the independent valuation carried out in December 2013, and excluding Dovetel rentals, returns a valuation of US$4.8 million.

1.3 Corporate Governance, Directors and Senior Management Board of Directors The current Directors of the Company are Paul Macdonald (Executive Chairman) and Larry Kearns (Executive Director). With effect from Readmission it is intended that the following changes to the Board and senior management of the Company will take place: (a) Paul Macdonald and Larry Kearns will stand down from their roles as executive directors of the Company, becoming non-executive directors, with Paul Macdonald remaining as Chairman; (b) James Peggie will be appointed as a non-executive director of the Company; (c) Roy Puffett, Trevor Karg, Steyn Delport and Wes Kruger, each of whom are currently directors of Sheltam, will be appointed as executive directors of the Company; and (d) Roy Puffett will become the Chief Executive Officer of the Company, Steyn Delport will become the Chief Financial Officer, Trevor Karg will become the Chief Operating Officer and Wes Kruger will become the Commercial Director. The composition of the Board from completion of the Acquisition will therefore be as follows: Executive Directors * Roy Puffett (Chief Executive Officer) * Trevor Karg (Chief Operating Officer) * Steyn Delport (Chief Financial Officer) * Wes Kruger (Commercial Director) Non-Executive Directors * Paul Macdonald (Non-Executive Chairman) * Lawrence Kearns * James Peggie If the Acquisition is not effected, the existing Board structure and roles will continue. Brief biographical details of each of the Existing Directors and the Proposed Directors are set out below.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD Paul Martin Macdonald, Independent Non-Executive Chairman, aged 61 Paul Macdonald qualiﬁed as a chartered accountant in 1979. He worked for Pilkington plc for sixteen years, the last seven of these in Germany. In Germany he was managing director for Pilkington Deutschland GmbH (holding company) and managing director at both Flachglas AG (glass manufacturer) and Dahlbusch AG (property and holding company). For the last ﬁfteen years Paul has been active in the private equity market and has been successful in developing a number of companies covering a number of industries including Sirona Beteiligungs GmbH (Germany), a leverage buyout from Siemens. Paul is Chief Executive of Helvetica Deutschland GmbH, a Berlin based property services company and he is also a non-executive director of Qatar Investment Fund plc.

Roy Puffett, Chief Executive Ofﬁcer, aged 62 Roy Puffett is the Founder and Managing Director of the Sheltam Group. He founded the Sheltam Group in 1987 after the Electro-Motive Division of General Motors South Africa closed its manufacturing facility in Port Elizabeth where he had served for 10 years as Senior Field Service Engineer in the Sales and Service Department. He has grown the Sheltam Group to become one of the largest privately owned locomotive owners and service providers on the African continent. Roy led the Sheltam Group in winning the railway concession in Kenya and Uganda – where he founded the Rift Valley Railways group in October 2005 to manage the railway concession. Roy served as managing director of Rift Valley Railways for several years. His involvement with this company ended in November 2009, when the shareholding in Rift Valley Railways held by an entity controlled by Mr. Puffett was sold.

Trevor Garth Karg, Chief Operating Ofﬁcer, aged 62 After graduating from Rhodes University in 1974 with a B.Comm Honours degree, Trevor commenced his career in the banking sector, before joining Ford Motor Company in 1978. Trevor spent eight years with Ford Motor Company as Project Controller, with his responsibilities including the acquisition of board approval for all capital expenditure for the introduction of new model derivatives. Following Ford Motor Company’s decision to disinvest from South Africa, Trevor joined Executive Projects, a then newly formed business management and consultancy Company, which was founded by three of the senior directors of Ford Motor Company in South Africa. Trevor spent ﬁfteen years in consulting and joined the Sheltam Group in 2000 as Financial Manager, rising to the position of Finance Director in 2005. Trevor is a board member of the Sheltam Group companies and has been a key member of management in the growth of the Sheltam Group in its growth to its current position as one of the largest privately owned locomotive companies in South Africa.

Steyn Gerhard Delport, Chief Financial Officer, aged 35 Steyn has been a consultant to PME since November 2010 and was appointed as a non-executive director of the Sheltam board of directors in December 2010. Steyn graduated from the University of Johannesburg in 2001 with a B.Comm Honours degree in Accounting and joined the FirstRand Banking Group in 2002. Steyn worked in various areas of the bank which included First National Bank Retail, FNB Leverage Finance, Rand Merchant Bank Private Equity, FRB International, Tax and Internal Audit. Steyn left the group in 2006 and joined a niche regulatory and economic capital consultancy, Monocle Solutions, where he obtained international experience in the Basel II Regulatory and Economic Capital frameworks. Steyn joined Masazane Capital, a boutique advisory business, in 2007 where he gained a wide range of corporate finance, debt restructuring, non-recourse finance, general capital market and BEE advisory experience. Steyn joined Symphony Capital, which specialises in non-recourse finance with a particular application in BEE, in 2011 as a director. Steyn holds Chartered Accountant (South Africa) and Chartered Financial Analyst qualifications.

Wes Kruger, Commercial Director, aged 45 Wes Kruger joined the Sheltam Group in 1999 and has played key roles in the development and negotiation of successful bids for long term railway concessions in the Republic of the Congo (Brazzaville), Ethiopia and Djibouti and Wes also previously played a key role in the successful bid and ﬁnancial closure for the joint railway concession companies in Kenya and Uganda. Prior to joining the Sheltam Group, Wes spent ﬁve years with the Standard Bank of South Africa where he obtained an Associate Diploma from the Institute of Bankers (SA). He left banking to obtain an MBA from the University of Cape Town Graduate School of Business and then provided strategy consulting services to small businesses before joining the Sheltam Group. Wes is currently on the

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD board of several private companies of which three are Public Beneﬁt Organisations/not-for-proﬁt companies. Wes achieved a B Comm Honours degree in Economics in 1992.

Lawrence Albert Kearns, Independent Non-Executive Director, aged 66 Larry was formerly Chairman of Anglo Irish Bank Corporation (I.O.M.) P.L.C. and its subsidiaries in the Isle of Man. Prior to that he was Managing Partner of Ernst & Young in the Isle of Man from 1990 to 2002. After the sale of Ernst & Young ﬁduciary business in 2002 to Anglo Irish Trust Co Ltd, he became an executive director of that company. On his retirement in 2004 he assumed the position of Chairman. Following a management buyout in December 2006, Anglo Irish Trust Co Ltd was acquired by Equiom Limited, of which Larry is the Chairman. Larry was Chairman of the Isle of Man Society of Chartered Accountants in 1988 and President of the Chamber of Commerce from 1991-1993.

Andrew James Peggie, Non-executive Director, aged 43 James Peggie has a legal background in mergers and acquisitions. He is a director of Principle Capital Advisors Limited based in London, where he takes responsibility for the corporate finance, legal and transactional aspects of the Principle Capital group’s investment projects. He has extensive experience of the South African investment markets and has advised on a number of corporate transactions and property related investments in South Africa. He is a non-executive director of Sirius Real Estate Limited, a German real estate company and of Earthchild Clothing (Waterfront)(Pty) Limited, a South African childrenswear and womenswear retailer. Between 2006 and 2010 he was a non-executive director of Liberty plc, the owner of London’s famous store. Prior to the Principle Capital group, he was responsible for the corporate finance, legal and transactional affairs of the Active Value group. He is a qualified solicitor and prior to joining Active Value, he worked in the corporate finance division of Sinclair Roche & Temperley (now Stephenson Harwood), an international law firm. James graduated from Oxford University in 1992 and in 1994 from The College of Law (with Distinction). Details of the terms of appointment for the Existing Directors following the Acquisition and the Proposed Directors’ are set out in paragraph 7 of Part VI of this document. It is anticipated that certain executive directors and key employees will participate in the management incentive arrangements described below.

Management incentive arrangements The Directors believe that it is important that executive directors and senior management of the Group are appropriately motivated and rewarded and, accordingly, the Existing Directors and the Proposed Directors are proposing to seek Shareholder approval for the Executive Share Option Plan in which executive directors (other than Roy Puffett, who will not be eligible) and other senior management of the Enlarged Group will be eligible to participate. The Executive Share Option Plan would be implemented following completion of the Acquisition and option grants shall be determined by the remuneration committee of the Board, provided that at no time will options granted under the ESOP exceed 5 per cent. of the Enlarged Group’s issued ordinary share capital. Further details of the new Executive Share Option Plan are set out in paragraph 15 of Part VI of this document. The Directors have no intention at present to introduce an all-employee share plan. In addition to the new Executive Share Option Plan the Existing Directors and the Proposed Directors anticipate adopting a new executive bonus scheme, pursuant to which certain executive directors and other senior management of the Group will be eligible to receive an annual bonus. The terms of the new bonus scheme will be determined by the remuneration committee of the Board following completion of the Acquisition.

Corporate governance The Company is not obliged to comply with the UK Corporate Governance code or any Isle of Man corporate governance code. However, the Existing Directors and Proposed Directors recognise the importance of sound corporate governance and intend to continue to comply with the Quoted Companies Alliance’s Corporate Governance Guidelines for Small and Mid-Size Quoted Companies. In particular, the Directors are responsible for overseeing the effectiveness of the internal controls of the Company designed to ensure that proper accounting records are maintained, that the ﬁnancial information on which business decisions are made and which is issued for publication is reliable and that the assets of the Company are safeguarded.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD The Directors will meet regularly and will be responsible for strategy, performance, approval of major capital projects and the framework of internal controls. The Board will take all proper and reasonable steps to ensure compliance with the AIM Rules relating to directors’ dealings and will also take all reasonable steps to ensure compliance by the Company’s applicable employees and has adopted a share dealing code for this purpose. The Proposed Directors have determined that, following Readmission, Paul Macdonald and Lawrence Kearns will constitute independent non-executive directors of the Company. Whilst they each currently holder ofﬁce as executive directors of the Company, this has been as a temporary measure while the Company sought to realise its assets and they are considered by the Proposed Directors to be independent with regard to the Sheltam Group, which will comprise the primary business of the Enlarged Group following the Acquisition. Initially the New Board will not have a senior independent non-executive director but this will be reviewed in due course.

Audit, remuneration and nomination committees With effect from completion of the Acquisition and Readmission, the Board will reconstitute a new audit committee, remuneration committee and nomination committee, each with formally delegated duties and responsibilities, and each comprising not less than two independent non-executive directors of the Board. The Board will no longer have a management engagement committee as the Directors believe that this will not be relevant for the Enlarged Group. The composition of these new committees from Readmission will be as described below.

Audit Committee The audit committee will comprise Lawrence Kearns (as chairman), Paul Macdonald and James Peggie. Trevor Karg and Steyn Delport may be invited by the committee to attend meetings but will have no voting rights. The audit committee will meet at least twice a year and will be responsible for ensuring that the ﬁnancial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. The audit committee will receive and review reports from the Company’s management and auditors and will have unrestricted access to the Company’s auditors.

Remuneration Committee The remuneration committee will comprise James Peggie (as chairman), Paul Macdonald and Lawrence Kearns. The remuneration committee will, amongst other things, make recommendations to the Board on matters relating to the remuneration of the Chief Executive Ofﬁcer and other executive directors. The remuneration committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to the Executive Share Option Plan, or any other share option scheme or equity incentive scheme in operation from time to time and in relation to granting of bonuses under the management bonus scheme proposed to be adopted following completion of the Acquisition.

Nomination Committee The nomination committee will comprise Paul Macdonald (as chairman), James Peggie, Lawrence Kearns and Roy Puffett. The nomination committee will have responsibility for leading the process of new board appointments and will make recommendations to the Board. If the Acquisition does not complete, the existing structure and composition of Board committees (including the management engagement committee) will be retained.

2 THE ACQUISITION AND RESTRUCTURING 2.1 Background to the Acquisition On 19 October 2012, Shareholders approved, inter alia, a new investing policy for the Company pursuant to which the Existing Directors have sought to realise the remaining assets of the Company and return both the Company’s cash reserves and proceeds from realisations to Shareholders. In addition, Shareholders approved the return of cash through one or more tender offers and the Company has since returned a total of approximately US$19.6 million to Shareholders.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD The Company’s remaining assets consist of its transport assets – being a 50 per cent. shareholding interest in, together with shareholder loans made to, Sheltam, a South African based transportation services business, and ten C30 Locomotives leased to Sheltam under the Finance Lease – together with the benefit of the remaining 24 years of a 30 year lease of Peninsula House, in Dar es Salaam. In line with the investing policy adopted in 2012, with the aim of returning cash to Shareholders, the Existing Directors undertook a sale process in respect of the Group’s interests in Sheltam and the C30 Locomotives. This process resulted in a number of parties indicating interest but the Board considered that the indicative offers received did not ascribe adequate value to these assets and, that it would not be in the best interests of Shareholders to pursue any of these bids. During this process it became clear to the Directors that, under the terms of the existing shareholders agreement between PME’s subsidiary, PME RSACO, and the Vendors in respect of Sheltam, there was a misalignment of interests in relation to the proposed divestment by the Group. Moreover, this misalignment reduced the attractiveness of both Sheltam and the C30 Locomotives to any potential purchaser. Furthermore the relationship between Sheltam and PME as both a shareholder and a provider of locomotives under the Finance Lease made it difficult to structure any third party financing for Sheltam. Whilst no sale was concluded, the process did highlight Sheltam’s attractiveness as an investment in the transport services market in South Africa and how a re-alignment of the respective interests of its shareholders and its corporate and operational structure would benefit the shareholders in Sheltam, and ultimately the shareholders in PME. Subsequently, the Existing Directors entered into discussions with the Vendors with a view to the Group acquiring the remaining 50 per cent. of Sheltam’s shares which it did not already own and on 11 February 2014, the Company, the Vendors and PUG entered into a Co-operation Agreement to work toward implementation of the Acquisition, the Readmission, and the Restructuring, conditional on completion of the Acquisition. A summary of the Co-operation Agreement is set out in paragraph 10.12 of Part VI of this document.

2.2 The Acquisition The Company has entered into the SPA, a conditional share sale and purchase agreement with the Vendors and PME RSACO, under which PME RSACO will acquire the Sheltam Shares and Sheltam Shareholder Loans from the Vendors. In consideration for the acquisition of the Sheltam Shares and Sheltam Shareholder Loans, the Consideration Shares, being 19,741,160 new PME Shares, will be issued to the Vendors ranking pari passu with the existing ordinary shares in the Company. The effective issue price of the Consideration Shares is US$0.3040 per Share, representing a discount of approximately 33.9 per cent. to the Net Asset Value per PME Share of US$0.46 as at 31 December 2013 and a premium of 52.0 per cent. to the mid-market closing share price of PME Shares of US$0.20 on 25 June 2014, being the trading day immediately prior to the Suspension Date. The Consideration Shares value the Sheltam Shares and Sheltam Shareholder Loans at approximately US$6.0 million and will represent approximately 20.46 per cent. of the Enlarged Share Capital of the Company on Readmission. The Acquisition will constitute a reverse takeover for the Company under Rule 14 of the AIM Rules for Companies as the Acquisition (i) will result in a fundamental change in the Company’s business and board control, in particular the Company will cease to be an investing company and will become a trading company, and (ii) will result in a material departure by the Company from its current investing policy. Shareholders are therefore being asked to approve the Acquisition under Resolution 1. The Acquisition is also conditional on, amongst other things, receipt of Merger Control Approval, and Readmission taking place on or before 31 August 2014. Immediately following the Acquisition and the issue of Consideration Shares, 5,715,667 Consideration Shares, being approximately 29 per cent. of the Consideration Shares, will be acquired by PUG from the Vendors in cash pursuant to the Shareholders Agreement further described in Part VI of this document. The Sheltam Shares will be acquired by PME RSACO free from all liens, charges, equitable interests, encumbrances and third party rights and together with all rights attaching to the Sheltam Shares, including the right to all dividends and other distributions.

2.3 The Restructuring On completion of the Acquisition, it is intended that the existing Finance Lease in place between PME Locomotives, Sheltam and Sheltam Pty (pursuant to which the Group leases the C30 Locomotives to the Sheltam Group) will be terminated and replaced by a master operating lease

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD between Sheltam Pty and PME Locomotives, under which three locomotives will be leased to Sheltam Pty, two of which are the subject of a sublease to a third party. Another sublease under which a further three locomotives are leased by the Sheltam Group to a third party will be assigned to PME Locomotives with effect from completion of the Acquisition. In addition, Sheltam and Sheltam Pty will sell to PME Locomotives equity interests representing 99.9 per cent. of the equity capital of Sheltam Mozambique in consideration for payment of a cash amount calculated based on the net asset value of Sheltam Mozambique and Sheltam Pty will acquire certain tools used for operation and maintenance of the C30 Locomotives from PME Locomotives, provided such sale of equity interests in Sheltam Mozambique and tools will be conditional on grant of exchange control approval by the Bank of Mozambique. A new master operating lease will also be entered into between PME Locomotives and Sheltam Mozambique to facilitate the current sublease by Sheltam Mozambique of four C30 Locomotives to a third party. It is expected that two of the C30 Locomotives which are subject to the new operating lease with Sheltam Pty, together with one further C30 Locomotive which is currently subject to the Finance Lease and is used by Sheltam Pty, will revert to PME Locomotives on expiry of the relevant sublease and thereafter be leased directly by PME Locomotives to third parties so that over time all ten C30 Locomotives will be leased directly or indirectly by PME Locomotives to third party lessees. Sheltam Pty and PME Locomotives have entered into an operating and maintenance services agreement, effective on completion of the Acquisition, for the provision of services by Sheltam Pty to PME Locomotives, in respect of C30 Locomotives but other than those which are subject to the master operating lease between Sheltam Pty and PME Locomotives. On completion of the Acquisition, Sheltam and PME Locomotives will enter a master operating lease under which locomotives owned by Sheltam can be leased to PME Locomotives from time to time. Sheltam Pty and PME Locomotives will also enter into an operating and maintenance services agreement which will permit the provision of operating and maintenance services by Sheltam Pty to PME Locomotives for locomotives leases under the master operating lease. Further details of the agreements being entered into in order to effect this restructuring are set out in paragraph 10 of Part VI of this document.

2.4 Tax effect of the Acquisition and the Restructuring The Existing Directors have obtained advice from tax advisers as to the potential impact of the Acquisition and the Restructuring on the Group’s tax position. This advice conﬁrms that the Acquisition and the Restructuring and the manner in which the Board intends to conduct governance of the Enlarged Group following completion of the Acquisition will not cause any change in the tax residency of the Company or any of the other members of the Group. Certain tax charges may apply in South Africa, Mauritius and Mozambique in respect of the Acquisition and the Restructuring. However, on the basis of this advice, the Existing Directors consider that the Acquisition and the Restructuring will have no material adverse effect on the tax position of the Group as compared to the tax position of the Group prior to the Acquisition and the Restructuring.

c110275pu020 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD PART III

INFORMATION ON SHELTAM

Background Sheltam’s business was founded in 1987 by the current Managing Director, Roy Puffett. Since incorporation, Sheltam has grown from its beginnings as a provider of only technical services to the rail industry into a multi-faceted company delivering a wide range of services and systems to support the rail, marine, stationary power and aviation sectors. Sheltam currently employs 400 staff members and is currently active, or has previously operated, in South Africa, Zimbabwe, Angola, Mozambique, Zambia, Malawi, Swaziland, Botswana, Namibia, Kenya, Uganda, Tanzania, the Democratic Republic of Congo and the Seychelles. Sheltam continues to pursue operations further into Africa and this geographic expansion is considered a core part of Sheltam’s organic growth strategy going forward. Sheltam currently derives the majority of its revenues from outside South Africa.

Sheltam’s business and operations Sheltam’s operations are spread across three business divisions, through which it offers its services, namely Rail, Aviation and Marine with some work being performed in the stationary power market. Work is carried out for mining, manufacturing, general freight and timber clients in sub-Saharan Africa. The diagram below shows the current Sheltam Group structure.

Notes: (1) The Sheltam Rail Trust is a related party to Roy Puffett. The trustees of The Sheltam Rail Trust are Roy Puffett and his wife and the beneﬁciary of the trust is his family trust.

Sheltam Rail Sheltam’s rail division, Sheltam Rail, is headquartered in Port Elizabeth, South Africa, and has branches in Randfontein and Witbank in South Africa. Sheltam Rail leases, operates, refurbishes and maintains locomotives for its clients and provides operations and logistics management to mining and industrial businesses that have privately owned railway networks. These are typically used for the bulk transportation of products such as coal, gold ore, ferrochrome, platinum ore, iron ore, copper and cobalt. Sheltam Rail has historically been Sheltam’s core business – generating approximately 75 per cent. of Sheltam Group revenue in the year ended 31 December 2013.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD Sheltam Rail’s clients include various multi-national corporations operating in southern Africa. The locomotive fleet is one of the largest privately owned and operated fleets in southern Africa, consisting of 38 operational diesel locomotives. Of these, 28 locomotives are fully owned by Sheltam – including three low power support locomotives and certain locomotive cores awaiting rebuild. The remainder of the fleet consists of the ten heavy haul C30 Locomotives currently leased from PME Locomotives under the Finance Lease. In addition, Sheltam salvaged two C30 locomotives previously leased from the PME Group that were involved in an accident in Mozambique in 2012 and which were written off. It is anticipated that one of the locomotives could be made operational before the end of 2014, bringing the fleet owned or leased by Sheltam to 39 operational locomotives. All locomotives in the Sheltam fleet are serviced, maintained and overhauled by the Sheltam field services team, Sheltam Field Services. The locomotive fleet is currently deployed in South Africa, the Democratic Republic of Congo, Mozambique and Swaziland, servicing the industries set out below. As such, Sheltam Rail derives its revenues from a number of locomotive units servicing multiple industries:

Coal and Ferrochrome Industry Sheltam Rail provides services to the coal mining and ferrochrome metal industries in Mpumalanga situated near the city of Witbank, in the north east of South Africa. Services include the leasing of locomotives and the maintenance and repair of diesel and electrical locomotives (together with rolling stock). Maintenance and repairs are undertaken at workshops and services range from the rebuilding and refurbishing of locomotives to logistics management in respect to the haulage of coal and ferrochrome.

Gold Industry Sheltam operates a closed rail system for a gold mining client at Randfontein in South Africa and also provides a maintenance and repair service for third party locomotives and rolling stock in the region. The gold mines in this area have some of the longest privately owned railway lines in southern Africa. Sheltam Rail hauls gold ore from mine shafts to the reﬁnery, where gold is extracted from ore. At Randfontein, Sheltam Rail also provides track maintenance services.

Paper And Pulp Industry Sheltam Rail also provides services to the paper and pulp industries in southern Africa. Located in the Nelspruit area of South Africa, Sheltam focuses mainly on operating locomotives on a private rail system hauling timber products for clients. The locomotives used in providing services to this industry are maintained by Sheltam Field Services.

Platinum Industry Sheltam is contracted to support one of the world’s largest platinum miners in its railway operations. The miner purchased from Sheltam eight of the ﬁrst General Electric C30 locomotives that were brought into South Africa in 2007. Since then Sheltam has entered into a technical support contract to ensure the locomotives continue to operate with high levels of availability and reliability.

Activities outside South Africa Sheltam’s primary operations outside South Africa are railway activities in the Democratic Republic of the Congo, Swaziland and Mozambique. In the DRC, Sheltam supports the local para-statal railway company in meeting its operational haulage requirements from Lubumbashi in the south to Illebo in the north west, approximately 1,500 kilometres into the heart of the DRC. Products transported include copper, cobalt, agriculture, containers, petro chemical products and general freight. The second railway operation outside South Africa is the lease and operation of locomotives for the conveyance of iron ore from Swaziland to Mozambique, with Sheltam operating locomotives on the Swaziland and Mozambique railways. The third signiﬁcant non-South African operation is based on a contract under which Sheltam leases and maintains locomotives in connection with the conveyance of coal from the Tete region to the port of Beira in Mozambique.

Sheltam Field Services Sheltam Field Services consists of diesel electric technicians and their assistants and is based in Witbank and Randfontein in South Africa. The division is able to service the ﬂeet of Sheltam owned

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD and operated locomotives throughout southern Africa. A ﬂeet of service vehicles enables the provision of technical support and emergency maintenance and repairs to locomotives in remote areas. Sheltam Track Services This division is situated in Randfontein in South Africa and maintains and upgrades railway lines for customers on an ongoing basis. The division’s capabilities include complete track maintenance and the installation of new railway lines on a non-mechanised basis. Sheltam Rail Logistics (Pty) Ltd Certain South African operational contracts are contracted through Sheltam’s 74 per cent. owned subsidiary, Sheltam Rail Logistics. The remaining 26 per cent. of Sheltam Rail Logistics is owned by CapAfrica, a BEE investment vehicle. Sheltam Rail Logistics was formed for the purpose of applying a BEE component to the renewal of existing South Africa based operational (non-technical support) contracts, as well as for new South African freight management contracts. CapAfrica has the right to elect whether to participate in all existing South African railway operational contracts that are renewed/extended and any new freight management contracts. If this right is exercised, a 5 to 10 per cent. gross proﬁt margin on the relevant contract will be retained in Sheltam Rail Logistics and will be allocated between the shareholders of Sheltam Rail Logistics in proportion to their respective shareholdings.

Sheltam Aviation With facilities in Durban and Port Elizabeth, Sheltam’s aviation division is the Sheltam Group’s second largest operational division – contributing approximately 23 per cent. of Sheltam Group revenue and 19 per cent. of the Sheltam Group’s EBITDA in the year ended 31 December 2013. Sheltam owns a ﬂeet of ten aircraft and offers air charter for business and leisure travel in southern Africa, aircraft maintenance, fuel sales and hangar services. Sheltam Aviation’s staff are licensed to service and repair a range of piston and turbine aircraft. The ﬂeet consists of both pressurised and non-pressurised aircraft with helicopters available on request. Refuelling facilities and an after-hours call out service are also available. Sheltam Aviation Fleet Summary

Third Party Model Quantity Finance Beech Craft King Air B200 1 Yes Beech Craft Baron B58 1 No Rockwell Aero Commander 690B 1 Yes Piper Cherokee * 1 No Cessna Grand Caravan * 1 No Cessna 152 RG 5 No

*These assets are currently being offered for sale

Sheltam Marine Sheltam’s marine division is based in Cape Town and provides spare parts/components, maintenance and technical support services for a broad spectrum of diesel marine engines for vessels operated by offshore diamond mining and exploration companies, both onshore and at sea. Sheltam Marine generated approximately 2 per cent. of the Sheltam Group’s revenue for the year ending 31 December 2013. The Sheltam directors are currently considering the strategic options for Sheltam Marine.

Market Overview and Strategy of the Enlarged Group The Directors believe that the key short term growth opportunities for the Enlarged Group lie in the Sheltam Rail division for activities outside South Africa. The Directors consider that most of the mining developments with potential for Sheltam’s business are taking place in East and West Africa. Sheltam has a strong market reputation in southern Africa and is included in the procurement processes for most existing or new railway infrastructure developments that become available. Due to the high capital nature of developing railway projects, many of these new developments require ﬁnancial assistance from the state or from development ﬁnancial institutions from inception to

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD commissioning. As a result, new rail project opportunities in Sheltam’s market can require up to ten years to achieve all necessary approvals and full development. In South Africa the national mainline network is currently monopolised by the South African rail state owned enterprise, Transnet, which has shown reluctance to allow private freight players to compete with or even support its activities. As such, the initial strategy for the Enlarged Group is to continue to offer full levels of rail leasing, operating and maintenance services to Sheltam’s current customer base. The Board intends to expand Sheltam’s current workshop capabilities to meet current demand and to attract new business. In the longer term, the Board intends to use the Sheltam team’s experience of operating in a number of countries and across borders to participate in new logistics solutions in Africa, taking advantage of the anticipated sustained expansion of rail networks in southern Africa, which is supported by the World Bank, and is being facilitated by direct investment made by host governments, development ﬁnance institutions and by multi-nationals active in the natural resources sector. It is anticipated that Sheltam will seek to open up these new routes, teaming up with national rail operators or their foreign partners to improve the utilisation of both existing and new rail networks. In many cases the development of new logistics solutions will be best served by offering the market packaged solutions, including rail and road transport, as well as handling facilities. To participate in these developments, it is planned that Sheltam will partner with other companies who have the requisite experience in road transportation and freight handling. The private rail sector in southern Africa is still relatively small and the Board believes that there are opportunities to grow the Sheltam business through selective mergers, acquisitions and joint ventures, as well as through organic growth.

Financial Summary The table below sets out selected key historical ﬁnancial information for the Sheltam Group for the three years ended 31 December 2013 which has been extracted from the ﬁnancial information set out in Section B of Part V of this document.

12 months 12 months 12 months ended ended ended 31 December 31 December 31 December 2013 2012 2011 R’000 R’000 R’000 Revenue 329,635 349,481 240,208 Gross profit 220,744 233,202 153,517 Profit/(loss) before tax and impairments (note) (48,814) 9,528 (64,364) Profit/(loss) after tax (note) (36,932) 7,174 (46,356) Net assets 143,198 140,277 127,397

Note: Losses in 2013 and 2011 arose primarily as a result of the US Dollar denominated Finance Lease and loan from PME Locomotives to the Sheltam Group. In both 2013 and 2011 there was a sharp decline in the value of the South African Rand towards the end of the period, resulting in relatively large unrealised exchange rate losses during both 2013 and 2011.

Competition The African market is relatively underdeveloped and fragmented. However, large logistics companies consider rail to be an important component in offering a pit to port or pit to plant service, in addition to road and shipping services. Notwithstanding the above, very few private companies have the operating structure and experience to compete with Sheltam in the rail sector in southern Africa. With the lack of investment into skills and capital railway equipment in most countries in the region, Sheltam has capacity to offer support to African para-statal companies and commercial operators requiring assistance in rail services. Based on the experience of the Sheltam management team, the Directors believe that the domestic competitors to Sheltam in South and southern Africa are, and will continue to be, Grindrod Rail, African Rail, Traction Services and Saﬂog Locomotive Services. All of these competitors are active within South Africa, and certain of them have operations in other southern African countries in which Sheltam operates, or intends to operate. In southern Africa, Transnet, the South African state

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD owned integrated freight transport company with a ﬂeet of more than 2,000 locomotives, appears to have ambitions to compete in the private sector. Sheltam management understand that many large industrial organisations have, over a period of time, acquired their own rail capacities. Whilst these industrial organisations would not normally provide services to third parties or compete with Sheltam, this internal capacity within the industrial sector may serve to limit the overall size of the market to Sheltam and its competitors.

Recent Trends and Prospects Sheltam’s trading in 2014 has been in line with the Directors’ expectations and the Directors believe that the Enlarged Group will be well-positioned to take advantage of increasing African rail requirements. The New Board intends to expand Sheltam’s current workshop capabilities from which its African strategy will be supported.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD PART IV

RISK FACTORS

An investment in PME Shares is subject to a number of risks. Accordingly, investors should carefully consider the following risk factors in addition to the rest of the information contained or incorporated by reference in this document. Additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on the Group and, if the Acquisition is completed, the Enlarged Group.

If any of the risks described below were to occur, it could have a material adverse effect on the business, results of operations, ﬁnancial condition and/or growth prospects of the Group and, if the Acquisition is completed, the Enlarged Group. The risks described below should not be considered to be an exhaustive statement of all the potential risks and uncertainties that the Group faces and that the Enlarged Group may face if the Acquisition is completed. There may be additional risks that are unknown or that are considered to be immaterial at the date of this document that may become known and/or materially and adversely affect the Group and, if the Acquisition is completed, the Enlarged Group. If this were to lead to a decline in the market price of the PME Shares, investors may lose all or part of their investment.

The order in which the following risks are presented does not necessarily reﬂect the likelihood of their occurrence or the relative magnitude of their potential effect on the Group and, if the Acquisition is completed, the Enlarged Group, or the market price of the PME Shares.

RISKS RELATING TO THE ENLARGED GROUP’S BUSINESS, AND THE INDUSTRIES AND JURISDICTIONS IN WHICH IT OPERATES

The Enlarged Group’s business is exposed to operational risks Sheltam’s businesses, like all similar businesses, are subject to many and varied operational risks, which could result in losses, delays and business interruption and could adversely impact Sheltam’s ability to provide services to its customers or ensure the timely delivery of customer cargo. These risks include, but are not limited to the following:

* inadequate or failed internal systems and processes, including those for identifying, managing and controlling risks;

* equipment loss or failures in or unavailability of the infrastructure required to operate equipment;

* failure to comply with regulatory requirements;

* theft of copper cables and other infrastructure; and

* other operational risks relevant to the transportation services industry, including land disaster, mechanical failure, collisions, loss of life, injury, loss of or damage to ﬁxed and moveable assets, decreases or disturbances in demand for services, cargo loss or damage.

Although Sheltam has implemented risk controls and mitigation programmes and substantial resources are devoted to developing efﬁcient and effective procedures and to staff training, it is not possible to be certain that such procedures will be effective in identifying, managing and controlling each of the operational risks faced by Sheltam.

The operation of any transportation service activity carries with it an inherent risk of catastrophe, collision and loss of life or property as a result of equipment loss or failure, failure in or unavailability of infrastructure, natural disasters, severe weather, human error, acts of terrorism and other circumstances or incidents that are outside of Sheltam’s control. Collisions, spills, other environmental incidents or other accidents can result in business interruption, damage to or loss of Sheltam’s assets or cargoes and serious bodily injury, death and property loss and damage, particularly when such accidents occur in heavily populated areas. In such circumstances, Sheltam may not be able to rebuild or repair its property or restore operations in a timely manner, or at all, and could be subject to losses or third party liability.

If any of these risks materialise after the Acquisition is completed, it could have a material adverse effect on the Enlarged Group’s business, results of operations, ﬁnancial condition and prospects.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD The Enlarged Group is subject to risks associated with the availability and cost of key inputs for its business and the business of its key clients Key input items in Sheltam’s cost base, including salaries and other personnel costs, energy costs, material costs, maintenance costs, operating lease costs and equipment costs are sensitive to increases in general price levels in South Africa and elsewhere. The Enlarged Group’s business and proﬁtability could be adversely affected if the costs of its basic inputs materially increase and these costs cannot be recovered from customers.

Fuel Fuel represents one of Sheltam’s major operating costs, making up approximately 10 per cent. of total operating costs in the financial year ended 31 December 2013. As a result of this, even a small increase in the price of fuel could have a significant negative impact on the Enlarged Group’s operating costs. Instability caused by imbalances in the worldwide supply and demand for oil, and the global economic downturn, has resulted in significant fluctuations in fuel prices. The Directors expect this volatility to continue in at least the short to medium term. Although a majority of Sheltam’s customer contracts require the customer to pay all fuel costs or allow Sheltam to pass significant fuel price increases on to the customer, a significant continuing upward trend in fuel costs may not be immediately recoverable from customers and could therefore lead to material increases in Sheltam’s operating costs, and/or could cause customers to cease to obtain services from Sheltam, which in each case could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and/or growth prospects.

Electricity Although electricity costs have not historically formed a significant part of Sheltam’s operating costs they do form a substantial cost component for a number of Sheltam’s key customers and Sheltam is therefore exposed to continuing increases in energy costs which will result in increases in operating costs for Sheltam’s clients which are substantial consumers of electricity. In February 2013 NERSA determined that the electricity prices charged by Eskom, the state owned generator of electricity in South Africa, would be increased by 8 per cent. per annum over the next five years (from the financial year ended 31 December 2014). Eskom is the sole third-party supplier of electricity in South Africa, and no significant alternative sources of supply are available to Sheltam’s customers. Such increases could adversely impact the profitability of Sheltam’s clients, which could in turn result in reductions in volumes of goods transported by Sheltam, the reduction in trains leased and use of rail service from Sheltam, and downward pressure on Sheltam’s revenues. Furthermore, Sheltam’s operations and the operations of its key customers could be adversely affected by electricity shortages. In the last decade South Africa experienced electricity shortages that resulted in rolling blackouts and load shedding by Eskom. Additionally, Eskom has experienced and is continuing to experience electricity capacity expansion challenges mainly as a result of technical problems and labour unrest.

While slower economic growth has reduced demands for electricity, the Directors believe that electricity consumption in South Africa will increase signiﬁcantly, and that the increased demand for electricity may outstrip the increases in electricity generation capacity planned by Eskom for the medium-term, which could cause future load shedding and rolling blackouts. Such blackouts could severely disrupt or delay the businesses of Sheltam’s key customers, which could have a material adverse effect on the Enlarged Group’s business, results of operations, ﬁnancial condition and prospects.

Spare parts The locomotives used by Sheltam in the operation of its business are relatively old. Whilst spare parts are currently readily available, there can be no guarantee that spare parts for the types of locomotives used by Sheltam will continue to be manufactured or otherwise be available. While Sheltam is currently able to obtain a good supply of spare parts for its locomotives and the Directors have no reason to believe that this will change in the near term, there is no guarantee that this will continue in the longer term as the existing supply of locomotives of the same type declines through redundancy or by being provided to other operators. A signiﬁcant shortfall in the availability of appropriate spare parts for an extended period could cause a substantial disruption to Sheltam’s operations, which could materially adversely affect the Enlarged Group’s business, results of operations, ﬁnancial condition and/or growth prospects.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD Inflation in the cost of other inputs Consumer price inflation in South Africa, as measured by the consumer price index, averaged 5.0 per cent. in 2011, 5.6 per cent. in 2012 and 5.7 per cent. in 2013. While Sheltam’s customer contracts generally contain inflationary protection provisions which allow Sheltam to pass on increased operating costs to its customers, these cannot always be passed on as a result of competitive pressures, contractual provisions, regulatory limits on tariffs and other factors. Inflationary pressure may also lead to a reduction in demand for Sheltam’s services. Accordingly, if the recent inflationary trend continues, there can be no assurance that Sheltam will be able to maintain or increase its profit margins. Furthermore, many of Sheltam’s suppliers may seek to pass on increases in material or other costs to Sheltam. Any increases in the prices of materials or other goods or services purchased by Sheltam which cannot be passed on to customers could impair Sheltam’s ability to perform its services cost effectively. The occurrence of any of the foregoing could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects.

The Enlarged Group is exposed to risks associated with structural changes in commodity prices leading to a reduction of demand for Sheltam’s services A number of Sheltam’s key customers operate in the mining industry and their businesses are therefore dependent on the prices which they are able to obtain for the commodities which they produce. A structural change in the relevant commodity prices may render production uneconomic for some of Sheltam’s customers over the long term, which may cause them to curtail the level of their operations or cease operating entirely. Any such reduction in operations could cause the relevant Sheltam customers to reduce the level of services which they obtain from Sheltam and could therefore have an adverse effect on Sheltam’s revenues. A decline in commodity prices may also cause Sheltam’s customers to seek to obtain transport services from other non-rail sources. A signiﬁcant continuing downward trend in commodity prices over an extended period could therefore have a material adverse effect on the Enlarged Group’s business, results of operations, ﬁnancial condition and prospects.

The majority of Sheltam’s customer contracts are of a relatively short term and/or are terminable on short notice As the Directors believe is standard for the rail transport industry in South Africa, the majority of Sheltam’s customer contracts are for a relatively short term (12 to 24 months on average) or are terminable by the customer on short notice (typically 2 to 3 months). While most customers have generally continued to roll over their contracts with Sheltam, there can be no guarantee that they will continue to do so in the future. In particular, Sheltam’s customers may be affected by operating or market conditions which reduce their demand for services from Sheltam. In addition, Sheltam’s fixed costs are relatively high in respect of the assets to which the contracts relate, and a relatively small reduction in the level of Sheltam’s services can therefore have a disproportionate effect on its profit margins. If any event or events occurred which caused a significant number of Sheltam’s customers to terminate their existing contracts or to fail to renew those contracts on expiry, and such contracts cannot be replaced with new contracts on substantially similar terms in a short period of time, this could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects.

The Enlarged Group is subject to risks associated with the age and impairment of its equipment and infrastructure Sheltam’s business and operations depend on the performance of its equipment and other working assets, such as its locomotives and wagons, and of the infrastructure (and particularly the track network) used by Sheltam in the operation of its business. As its equipment and the infrastructure it uses ages, their performance and effectiveness becomes impaired, which can lead to reduced productivity as well as delays and costly maintenance. If Sheltam is unable to replace, maintain or repair its equipment, or if the infrastructure used in its operations is not replaced, maintained or repaired, in a timely manner, it will face increased costs, delays and lost revenue, which may have a material adverse effect on the Enlarged Group’s business, results of operations, ﬁnancial condition and prospects.

The Enlarged Group will be exposed to fluctuations in the exchange rate between the US dollar and the Rand While the Company’s financial information is presented in US dollars (and the Directors intend that the Group will continue to report its financial results in US dollars in the future), the majority of

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD Sheltam’s costs, including substantially all of its labour costs, are incurred in Rand. In addition, a majority of Sheltam’s revenue is denominated in Rand. Fluctuations in the exchange rate between the Rand and the US dollar could therefore adversely affect the Enlarged Group’s results of operations, ﬁnancial condition and prospects.

The insurance coverage available to the Enlarged Group may not cover all potential losses, liabilities and damages related to its business Sheltam maintains insurance that the Directors believe is consistent with industry practice within the countries in which Sheltam operates against the risks involved in the conduct of its business. However, this insurance may not be sufficient to cover, in whole or in part, damages to Sheltam or others and insurance may not continue to be available on similar terms or at commercially reasonable rates. In addition, the severity or frequency of events may result in losses or expose Sheltam to liabilities in excess of its insurance cover. Sheltam does not fully insure against certain risks. Should an incident occur in relation to which Sheltam has no insurance cover or inadequate insurance cover, it may be financially liable for related losses. Losses or third party claims for damages could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects.

Labour disputes could lead to disruptions in operations Labour relations is an important focus for the transport and associated industries in Africa, given there is always the potential for labour disputes relating to, for example, annual wage increases or working conditions, which can lead to disruption in production or services. This is particularly the case in South Africa, which has a progressive labour market and active trade unions. There was widespread labour unrest experienced in the country in 2012 and 2013 which has had an adverse effect on the mining industry. Sheltam generally has a strong track record of good labour relations and, while there has been industrial unrest affecting Sheltam in the past, this has not had any significant impact on operations. As at the date of this document, Sheltam’s labour relations are stable and the Directors are not aware of any specific issues with regard to labour disputes. However, there remains potential for future labour disputes in relation to Sheltam’s workforce (including disputes arising from periodic retrenchment exercises in relation to Sheltam’s workforce to reflect demand or anticipated demand for its services) as well as ongoing labour disputes in the transport sector in South Africa and in Sheltam’s other countries of operation. There is also potential for labour disputes in the industries in which Sheltam’s customers operate, in the mining industry in particular. Failure to resolve these disputes could result in industrial action which could, in turn, result in work stoppages and disruption to Sheltam and the transport sector, or significant disruptions to the business of Sheltam’s customers, and could thereby have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects.

The Enlarged Group may not be able to secure financing on suitable terms to finance the operation, development and expansion of its business in the longer term The Enlarged Group may need to make substantial future capital investment for the development and continuing operation of its business. The Enlarged Group may, therefore, seek to raise further funds through equity or debt financing, or to enter into joint ventures, or otherwise bring in a partner to share costs. There can be no assurance that such additional financing or a suitable partner will be available when needed or, if such financing is available, that the terms of the financing will be commercially acceptable to the Enlarged Group. Further, any such additional debt financing, if available, may involve onerous costs or restrictions on other financing and on operating activities. For example, the Enlarged Group may become subject to increased interest expenses, covenants requiring that the Group maintain prescribed financial ratios and/or covenants restricting certain aspects of its business, including, for example, restrictions on additional future borrowings and indebtedness levels and permitted future acquisition activity, as well as security interests placed over certain of its assets. If interest costs were to increase significantly in the future, this could hinder the Enlarged Group’s ability to raise new financing or service and renew existing indebtedness, reduce the funding options available to the Group and render it more vulnerable to economic downturns. Failure of the Enlarged Group to obtain sufficient financing for its activities and future projects could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and/or growth prospects.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD The Enlarged Group operates in a highly competitive market The level of competition in the African rail transportation industry is high. Rail operators compete primarily on freight charges, frequency and reliability of service, safety record and locomotive availability. Sheltam’s main competitors include South African based operators as well as alternative means of transport, including freight trucking and pipelines in the mining industry. Some of Sheltam’s competitors are much larger and have significantly greater financial and other resources (including some state owned enterprises seeking opportunities) which may enable such competitors to reduce charges and make Sheltam’s services less competitive. Sheltam’s competitors may also seek to protect or gain market share by offering discounted charges, introducing new routes, offering more frequent schedules or services. Sheltam is expected to provide a certain level of service as provided in its contracts and as expected by its customers, including as to quality, reliability and safety. Failure to meet service levels may result in liability or loss of revenue for Sheltam and failure to meet customer expectations in respect of service levels may result in contracts not being renewed, in favour of competitors, or customers choosing to use alternative means of transport. There can be no guarantee that Sheltam will be able to continue to compete effectively with other rail operators, any new entrants to the industry or with alternative forms of transport. The sustained loss of a significant number of Sheltam’s customers to competing rail operators or other forms of transport could have a material adverse effect on the Enlarged Group’s business, results of operations, growth prospects and/or financial condition.

The Enlarged Group will rely on certain key personnel Sheltam’s business is dependent on retaining the services of a small number of key personnel of the appropriate calibre. Sheltam’s success is, and will continue to be, to a significant extent dependent on the expertise and experience of the Directors and Senior Management. Whilst the Enlarged Group has entered into contractual arrangements with the aim of securing the services of the existing management team, the retention of their services cannot be guaranteed. In addition, the majority of senior management are on service contracts which can be terminated on relatively short notice (typically one month). The loss of key personnel could have a material adverse effect on the Enlarged Group’s business, financial condition, results of operations and prospects. In addition, the properly skilled technical staff needed for the operation of Sheltam’s business are generally in short supply in the countries in which Sheltam operates, and Sheltam has experienced shortages of such employees in the past. Sheltam may have to spend significant amounts of time recruiting and training employees with the appropriate expertise and experience, at a substantial cost to Sheltam. Any significant shortage of properly trained or specialised employees could cause disruptions to the operation of Sheltam’s business and/or lead to increased costs, which may have a material adverse effect on the Enlarged Group’s business, results of operations and prospects

The Enlarged Group is exposed to an event damaging Sheltam’s reputation or brand As part of its overall business model, Sheltam relies on its reputation and positive brand recognition, amongst other things, to attract and retain customers. Damage to Sheltam’s reputation or brand through either a single event or a series of events such as accidents or environmental or health and safety incidents could adversely impact Sheltam’s ability to market its services and attract and retain customers, and could ultimately have a material adverse effect on the Enlarged Group’s business, results of operations, growth prospects and/or ﬁnancial condition.

Emerging markets such as those in which the Group currently operates are subject to greater risks than more developed markets and any material adverse effect on the economies of such markets could disrupt the Enlarged Group’s business Generally, investment in companies with a significant proportion of their assets and/or operations located in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in such companies. Emerging markets such as those in which the Group and Sheltam currently operate are subject to rapid change and greater risks than more developed markets. If there is an economic or financial crisis in any of the jurisdictions in which the Enlarged Group operates, the Enlarged Group may face severe difficulties in the operation of its business and the value of its assets in such jurisdictions may decrease, resulting in a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD Changes in the political, fiscal and legal systems or conditions, or civil unrest in the countries in which the Group or Sheltam operate may affect the ownership or operation of the Enlarged Group’s interests Some of the countries in which the Group and Sheltam operate have been subject to political and economic uncertainty and civil unrest in recent years. The Enlarged Group may incur significant costs as a result of the continuing and/or any increase in the instability in the countries in which it operates. In addition, any changes that occur in their political, fiscal and legal systems may affect the ownership or operation of the Enlarged Group’s interests which may in turn materially and adversely affect the Enlarged Group’s financial position. These risks include terrorism, military conflict or repression, arbitrary interference with private ownership of contract or other rights, nationalisation, change in legislation, extreme fluctuations in currency exchange rates, high rates of inflation, and changes to exchange controls, taxation and other laws or policies affecting foreign trade, investment, taxation or business operations. Any changes in regulations and policies or a shift in political attitudes in the countries where the Enlarged Group operate may adversely affect the Enlarged Group’s business, results of operations, financial condition and prospects.

Compliance with BEE requirements could impose significant costs on the Enlarged Group and a failure to comply with those requirements could have a material adverse effect on the Enlarged Group’s business In South Africa, Sheltam is required to consider in its commercial activities the Broad Based Black Economic Empowerment Act, No. 53 of 2003(the ‘‘B-BBEE Act’’), the primary objective of which is to broaden entrepreneurial ownership and management opportunities for ‘‘black people’’, as that term is defined in the B-BBEE Act. In terms of the B-BBEE Act and the codes which have been promulgated in terms of its provisions, every entity can be measured according to prescribed categories in order to determine its broad-based black economic empowerment (‘‘BEE’’) status. The greater an entity’s BEE rating the more favourably the entity will be regarded by various branches of the South African government when considering whether to enter into commercial dealings with the entity concerned and an entity’s BEE status is often a significant factor taken into consideration by government when implementing bid processes for the awarding of commercial contracts. One of the elements assessed in determining an entity’s BEE status is the extent to which such entity procures its goods and services from ‘‘black persons’’ or entities that while not being, ‘‘black people’’, have a BEE status of a particular rating. The risk that this creates for an entity such as Sheltam, is that any customers which need to maintain a certain BEE status in order to continue or increase business dealings with the government, may seek to increase their BEE status by sourcing their services from entities which have a higher BEE rating than Sheltam. In addition, there is a risk that the authorities will take a more aggressive approach towards BEE if, in the authorities’ view, sufficient progress is not being made towards advancing black economic empowerment in the industries in which customers and potential customers of Sheltam operate.

Local health conditions could have an adverse effect on the Enlarged Group’s business HIV and AIDS, tuberculosis, malaria and other diseases are prevalent in the areas in which the Sheltam Group operates. Increased mortality rates due to these diseases and viruses could result in loss of employee man-hours, loss of trained and experienced employees, increased absenteeism, depressed morale and reduced productivity, in addition to increased recruitment and replacement costs, insurance premiums, beneﬁts payments and other costs of providing treatment. These could have an adverse effect on the Enlarged Group’s business, ﬁnancial condition or results of operations.

Capital ﬂows to and from South Africa are limited by exchange controls The ability of Sheltam and its South African subsidiaries and their operations, to transfer funds out of South Africa and to enter into agreements which require or potentially require the transfer of funds out of South Africa (for example through payment of the amounts due under the operating lease between PME Locomotives and the Sheltam Group or in the event of a breach of warranties given under the SPA) is subject to South African exchange control regulations. The legal framework of South African exchange control is the Currency and Exchanges Act 1933 and the Exchange Control Regulations 1961. The Minister of Finance has delegated the day to day administration of the exchange control rules to the South African Reserve Bank (‘‘SARB’’), which administers the exchange control rules through its Financial Surveillance Department. These South African exchange controls restrict the export of capital without approval from the SARB and potentially limit the extent to which Sheltam can borrow funds from non-South African sources

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD for use in South Africa. From 1993, the authorities began phasing out existing exchange controls and since then there has been continued gradual relaxation of the controls and the way in which they are applied, which the Directors expect to continue in the future. However, there can be no assurance that transfers will be approved or guarantee that this continued relaxing of the exchange control restrictions will occur or that the current approach will not be reversed and that exchange controls will not be tightened again in the future. Any failure to obtain the necessary exchange control approval, in particular in connection with any future financing of Sheltam, or the imposition of any restrictions on Sheltam or its South African subsidiaries in respect of any transfer of funds may have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects. The exchange control rules permit the transfer of dividends and profit distributions from quoted companies, non-quoted companies and other entities to non-residents in proportion to their percentage shareholding and/or ownership. Such transfers are subject to the production of documentary evidence such as the annual financial statements and, where applicable, the board resolution confirming the amount of the dividend/profits due to shareholders.

The Group’s operations are subject to strict environmental regulation and enforcement Sheltam’s operations are subject to existing and any future environmental legislation, regulations and actions governing, amongst other things, the loading, unloading and storage of hazardous materials and the protection of the environment which impose significant costs and burdens on Sheltam Group both in terms of compliance and potential penalties, liabilities and remediation or decommissioning costs. The cost of compliance with environmental laws and regulations has been significant and is expected to continue to be significant due to a growing body of environmental legislation. Breach of any environmental obligations could result in penalties and civil liabilities and/or suspension of operations, any of which could adversely affect the Enlarged Group. Any failure to comply with applicable environmental laws or regulations, even if based on historical industry practice, or due to changes in laws or regulations (or the interpretation or enforcement thereof) or otherwise inadvertent, and any applications for rectification could result in a material interruption or restriction of Sheltam Group’s operations, and/or in the imposition of fines, penalties or other liabilities, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects.

Sheltam is exposed to risks and costs related to health and safety Sheltam’s operations are subject to health and safety laws and regulations designed to improve and to protect the safety and health of employees and the public. Although the Directors believe that Sheltam has an excellent health and safety record and complies in all material respects with applicable regulations, there can be no guarantee that injuries or fatalities will not occur as a result of Sheltam’s operations. Safety incidents may lead to business interruptions, loss of assets, harm to employees and the public, damage to the environment and adverse publicity resulting in damage to Sheltam’s reputation. The costs of complying with health and safety laws and regulations, the imposition of civil or criminal liability for violations and/or liability for damages arising under personal injury or other legal actions could have a material adverse effect on the Enlarged Group’s business, results of operations, ﬁnancial condition and prospects. In addition, if these laws and regulations were to change and if material expenditure were then required in order to comply with such new laws and regulations, this could adversely affect the Enlarged Group’s business, results of operations, ﬁnancial condition and prospects.

RISKS RELATING TO THE ACQUISITION There are a number of conditions that must be satisfied for the Acquisition to be completed The Acquisition is conditional on a number of factors, including: (a) the Company having received approval for the Acquisition from the merger control authorities in South Africa; (b) lender consent; (c) the passing of Resolution 1 at the Extraordinary General Meeting; and (d) Readmission becoming effective. There is no guarantee that all of these conditions will be satisfied or waived (as applicable). If these conditions are not satisfied or waived, the Acquisition will not be able to be completed.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD RISKS RELATING TO THE PME SHARES Investments in AIM companies may attract a high degree of risk The prices of publicly quoted securities can be volatile. The price of securities is dependent upon a number of factors, some of which are general or market or sector specific and others that are specific to the Company. The PME Shares will not be listed on the Official List of the UK Listing Authority and, although the PME Shares will be traded on AIM, this should not be taken as implying that there will always be a liquid market in the PME Shares. In addition, the market for shares in smaller public companies is less liquid than for larger public companies. Therefore, an investment in the PME Shares may be difficult to realise and the price of the PME Shares may be subject to greater fluctuations than might otherwise be the case. An investment in shares quoted on AIM may carry a higher risk than an investment in shares quoted on the Official List of the UK Listing Authority. AIM has been in existence since June 1995 but its future success and liquidity in the market for the PME Shares cannot be guaranteed. Investors should be aware that the value of the PME Shares may be volatile and may go down as well as up and investors may therefore not recover their original investment.

The Company may not pay cash dividends on the PME Shares The Company has not declared or paid any dividends on the PME Shares since July 2011 and cannot assure investors that it will pay dividends in the future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, applicable law, regulations, restrictions, results of operations, ﬁnancial condition, cash requirements, contractual restrictions, future projects and plans and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may depend on the extent to which it receives dividends from its subsidiaries and there can be no assurance that its subsidiaries will pay dividends.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD PART V

FINANCIAL INFORMATION

Section A: PME Historical Financial Information 1. Financial information on the Company The following information is incorporated into this document by reference.

Information Source of information Turnover, net profit or loss before and after PME annual report and accounts 2012; page 10 taxation, the charge for tax, extraordinary PME annual report and accounts 2013; page 10 items, minority interest, the amount absorbed by dividends and earnings and dividends per share for the Group for each of the three years ended 31 December 2013 A statement of the assets and liabilities shown PME annual report and accounts 2012; pages 12 and 13 in the audited accounts for the Group and the PME annual report and accounts 2013; pages 12 and 13 Company for each of the three years ended 31 December 2013 A cash flow statement as provided in the PME annual report and accounts 2012; page 16 audited accounts for the Group and the PME annual report and accounts 2013; page16 Company for each of the three years ended 31 December 2013 Significant accounting policies together with PME annual report and accounts 2011; page 21 any points from the notes to the accounts which PME annual report and accounts 2012; page 18 are of major relevance to an appreciation of the PME annual report and accounts 2013; page 18 figures Audit reports PME annual report and accounts 2011, page 11 PME annual report and accounts 2012; page 8 PME annual report and accounts 2013; page 8

2. Availability of documentation The Company’s results for each of the three years ended 31 December 2013 are available free of charge on the Company’s website www.pmeinfrastructure.com or in hard copy (on request only) from Smith & Williamson, 25 Moorgate, London EC2R 6AY, telephone 020 7131 4000. Except to the extent expressly set out above in paragraph 1 of Section A of this Part V above, neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this document and investors should not rely on it.

c110275pu030 Proof 6: 17.7.14_15:28 B/L Revision: 0 Operator ChoD Section B: Sheltam Historical Financial Information

42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 Section C: Pro forma Statement of Net Assets Unaudited Pro forma ﬁnancial information

Basis of preparation The following unaudited pro forma statement of net assets of the Group set out below has been prepared to illustrate the effect of the Acquisition and the Restructuring as if the Acquisition and the Restructuring had taken place on 31 December 2013 and also providing for costs and expenses incurred by the Group in connection with the Acquisition, Restructuring and Readmission. The unaudited pro forma statement of net assets has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and therefore does not represent the Group’s actual ﬁnancial position or results.

Adjustments Enlarged Acquisition Expenses Group Group of Vendors’ associated unaudited pro audited net interests in with the forma net assets as at Sheltam and Acquisition assets as at 31 December the and 31 December 2013 Restructuring Readmission 2013 US$’000 US$’000 US$’000 US$’000 Note 1 Note 2 Note 3 Note 4 Assets Non-current assets Investment in property 4,226 4,226 Intangible assets — 6,257 — 6,257 Investment in associate — — — — Loan due from associate — — — — Property plant and equipment — 54,321 — 54,321 Finance lease receivables 15,490 (15,490) — — Trade and other receivables — — — —

Total non-current assets 19,716 45,088 — 64,804

Current assets Finance lease receivables 2,670 (2,670) — — Inventory — 3,785 — 3,785 Loan due from associate 11,063 (11,063) — — Trade and other receivables 570 3,457 — 4,027 Cash and cash equivalents 2,005 1,861 — 3,866

Total current assets 16,308 (4,630) — 11,678

Total assets 36,024 40,458 — 76,482

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c110275pu050 Proof 6: 17.7.14_15:29 B/L Revision: 0 Operator ChoD Adjustments Enlarged Acquisition Expenses Group Group of Vendors’ associated unaudited pro audited net interests in with the forma net assets as at Sheltam and Acquisition assets as at 31 December the and 31 December 2013 Restructuring Readmission 2013 US$’000 US$’000 US$’000 US$’000 Note 1 Note 2 Note 3 Notes 4 Equity Capital and reserves attributable to owners of the Parent: Issued share capital 768 197 — 965 Share premium — 5,803 — 5,803 Foreign currency translation reserve (1,654) 19,775 — 18,121 Capital redemption reserve 1,037 — — 1,037 Revaluation reserve — 6,840 — 6,840 Retained earnings 34,828 (10,306) (3,190) 21,332

34,979 22,309 (3,190) 54,098 Non-controlling interests — — — —

Total equity 34,979 22,309 (3,190) 54,098

Non-current liabilities Long term liabilities — 2,528 — 2,528 Bank loan payable — — — —

Total non-current liabilities — 2,528 — 2,528

Current liabilities Trade and other payables 327 15,621 3,190 19,138

327 15,621 3,190 19,138 Liabilities of disposal group classiﬁed as held for sale 718 — — 718

Total current liabilities 1,045 15,621 3,190 19,856

Total liabilities 1,045 18,149 3,190 22,384

Total equity and liabilities 36,024 40,458 — 76,482

Notes 1. The Group net assets as at 31 December 2013 have been extracted without adjustment from the ﬁnancial information presented in the audited annual accounts as at 31 December 2013 incorporated into this document by reference. No account has been taken of the results of the Group since this date. 2. The Group will acquire the remaining 50 per cent. interest in Sheltam from the Vendors in consideration for the issue of 19,741,160 PME Shares. 3. The aggregate expenses payable by the Company associated with the Acquisition, the Restructuring and Readmission are estimated to be approximately US$3.2 million. 4. The Enlarged Group’s unaudited pro forma net assets as at 31 December 2013 following Readmission.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD PART VI

ADDITIONAL INFORMATION

1. Responsibility 1.1 The Existing Directors and the Proposed Directors, whose names, business addresses and functions appear on page 5 of this document, accept responsibility for all the information contained in this document and including collective and individual responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Existing Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. The Company and its subsidiaries (a) The Company is registered and domiciled in the Isle of Man, having been incorporated with limited liability in the Isle of Man under the Act with registered number 120060C on 19 June 2007. The Company has an unlimited life. (b) The principal companies legislation under which the Company operates is the Act and the regulations made thereunder. (c) The Company’s registered ofﬁce and its principal place of business are in the Isle of Man and are located at Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB. Its telephone number is +44 (0)1624 698000. (d) Following the Acquisition, the Company’s activity will be that of a holding company and the main activity of the Enlarged Group will be as described in Part I under the heading ‘‘Intentions Regarding the Company’’. (e) On 12 July 2007, the Company’s PME Shares were admitted to trading on AIM.

3. Share capital (a) At incorporation the authorised share capital of the Company was US$10 million divided into 500 million PME Shares of US$0.01 each and 5 million C shares of US$1 each – of which two PME Shares were issued as subscriber shares to the two subscribers to the Memorandum and Articles of Association of the Company. Neither the Act nor the Articles impose pre-emption rights on the issue of new shares. Accordingly, at incorporation, the Directors were generally and unconditionally authorised to allot securities in the Company up to the authorised but unissued share capital of the Company and such power was not limited in duration. (b) As at 1 January 2011 (being the start of the period covered by the historical ﬁnancial information included or incorporated by reference in this document) the issued share capital of the Company was 143,744,752 PME Shares. Since 1 January 2011 the following changes to the issued share capital of the Company have occurred: * On 31 October 2012 the Company bought back 41,283,992 PME Shares from its shareholders pursuant to a tender offer. These shares have all been cancelled. * On 11 December 2013 the Company bought back 25,706,863 PME Shares from its shareholders pursuant to a tender. These shares have all been cancelled. (c) Should Shareholders pass the Resolutions, it is expected that the Consideration Shares to be issued under the Acquisition will be allotted (conditional upon Readmission) pursuant to a resolution of the Board to be passed shortly before Readmission. (d) The existing authorised, issued and fully paid up share capital of the Company as at the date of this document is:

Issued and fully paid Authorised PME Shares up PME Shares Number Amount Number Amount 500,000,000 US$10,000,000 76,753,897 US$767,538.97 (e) No C Shares have been allotted by the Company and the Resolutions include a resolution to amend the Memorandum and Articles of Association of the Company so that the C Shares no longer form part of the authorised share capital of the Company.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (f) The International Securities Identification Number (ISIN) for the PME Shares is IM00B1WSL611. (g) Following Readmission, the PME Shares may be held in either certificated or uncertificated form. (h) The Existing Shares and the Consideration Shares will be in registered form. Otherwise than pursuant to the Acquisition, none of the issued or to be issued PME Shares have been sold or are available in whole or in part to the public in conjunction with the application for such PME Shares to be admitted to AIM. (i) The Company does not have in issue any securities not representing share capital and there are no outstanding convertible securities issued by the Company. (j) The Existing PME Shares have been admitted to trading on AIM. They are not listed or dealt in on any other recognised investment exchange. Trading in the Existing PME Shares was suspended on 26 June 2014, as a result of PME’s announcement of its intention to carry out the Acquisition and pursuant to the requirements of the AIM Rules. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. (k) Save as disclosed in this document: (i) no share or loan capital of the Company has been issued or is proposed to be issued; (ii) no person has any preferential subscription rights for any share capital of the Company; (iii) no share or loan capital of the Company is under option or agreed conditionally or unconditionally to be put under option; and (iv) no commissions, discounts, brokerages, or other special terms have been granted by the Company since its incorporation in connection with the issue or sale of any share or loan capital of the Company. (l) The holders of Existing PME Shares will be diluted by the issue of the Consideration Shares. The effective dilution rate of the Acquisition is 25.7 per cent.

4. Subsidiary Undertakings PME acts as the holding company of the Group. Following the Acquisition, the Company’s main activity will be that of a holding company and the main activity of the Enlarged Group will be as described in Part I under the heading ‘‘Intentions Regarding the Company’’. The following table sets out the Company’s subsidiaries before and after completion of the Acquisition:

% share capital owned by the Company or its Place of wholly-owned Incorporation/ Name subsidiaries residence Current Subsidiaries PME TZ Property (Mauritius) Limited 100% Mauritius PME Tanco (Mauritius) Limited 100% Mauritius PME RSACO (Mauritius) Limited 100% Mauritius PME Locomotives (Mauritius) Limited 100% Mauritius PME Properties Limited 100% Tanzania

Entities which will become subsidiaries of the Company on completion of the Acquisition Sheltam Holdings (Proprietary) Limited 100%(1) South Africa Sheltam (Proprietary) Limited 100% South Africa Sheltam Rail Logistics (Proprietary) Limited 74% South Africa Sheltam Mozambique Limitada 100% Mozambique

Notes (1) Indicates the Company’s percentage holding following completion of the Acquisition.

5. Memorandum and Articles of association Set out below is a summary of the Articles as at the date of this document. Pursuant to the Proposals, the Shareholders will be asked to approve amendments to the Articles to delete the

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD provision for C Shares. If the Resolutions are passed, the Company’s share capital will not include any C Shares and the provisions relating to C Shares described at 5.2 below will no longer apply. The Memorandum of Association of the Company does not restrict the way in which it may exercise its rights, powers and privileges. The Company’s share capital is US$10,000,000 divided into 500,000,000 ordinary shares of US$0.01 each and 5,000,000 C Shares of US$1.00 each. Persons seeking a detailed explanation of any provisions of Isle of Man law or the differences between it and the laws of England and Wales or any jurisdiction with which they may be more familiar are recommended to seek legal advice.

5.1 Shares (a) Issuance Subject to the Articles, the unissued shares are at the disposal of the Board, who may allot, grant options over or otherwise dispose of them to such persons and on such terms and conditions as they determine, provided that no shares are to be issued at a discount. (b) Commission and brokerage The Company may also pay such brokerages and/or commissions as may be lawful. (c) Non-recognition of trusts Unless the Articles, the law or a competent court requires otherwise, the Company may not recognise the holding of any shares on trust and will not be bound by or recognise any interest in any share or fractional part of a share that is not an absolute right to the entirety of the share. (d) Variation of Rights The special rights attached to any class of shares may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of the class or with the authority of a resolution passed at a separate meeting of the holders of such shares. The quorum for such meeting is two persons holding (or representing by proxy) one third of the issued shares of the class. If such a meeting is adjourned, the quorum of the adjourned meeting will be one person.

5.2 C Shares and Deferred Shares The Articles provide for the Board to issue C Shares, convertible into new ordinary shares and Deferred Shares at a specified ratio in certain specified circumstances. C Shares would entitle their holders to participate in dividends and distributions, and Deferred Shares would entitle their holders to a non-cumulative dividend at a fixed rate and C Shares and Deferred Shares would entitle their holders to specific rights in a distribution of capital. The Deferred Shares would also be redeemable. No C Shares have ever been issued by the Company.

5.3 Power to require disclosure (a) Disclosure of substantial interests in shares Members must notify the Company without delay if their percentage of directly or indirectly held voting rights: (i) reaches, exceeds or falls below 3 per cent., 4 per cent., 5 per cent., 6 per cent., 7 per cent., 8 per cent., 9 per cent. or 10 per cent. and each 1 per cent. threshold thereafter up to 100 per cent.; or (ii) reaches, exceeds or falls below an applicable threshold in (i) as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with this paragraph. A notiﬁcation given to the Company in accordance with this paragraph 5.3(a) must include the following information: (i) the percentage of voting rights held, or the resulting situation in terms of voting rights and the date on which the relevant threshold was reached or crossed; (ii) if applicable, the chain of controlled undertakings through which voting rights are effectively held;

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (iii) so far as it is known, the identity of the shareholder (even if that shareholder holds shares on behalf of another person) and of the person entitled to exercise the relevant voting rights; (iv) the price, amount and class of shares concerned; (v) in the case of a holding of qualifying financial instruments (as defined in DTR 5.2.3R of the Disclosure and Transparency Rules of the FCA): A. for qualifying financial instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable; B. the date of maturity or expiration of the qualifying financial instruments; C. the identity of the holder; D. the name of the underlying company; and E. the detailed nature of the qualifying financial instruments, including full details of the exposure to ordinary shares; and (vi) any other information required by the Company. On receipt of such a notification, the Company must promptly pass on the information it contains to a Regulatory Information Service for distribution to the public. The Company must, at the end of each calendar month during which an increase or decrease has occurred, disclose to the public the total number of voting rights and capital in respect of each class of share which it issues. (b) Register of substantial interests The Board must keep a register of substantial interests for the purposes of paragraph 5.3 and ensure that any information received by the Company pursuant to paragraph 5.3(a) is entered into this register against the person’s name, together with the date of inscription, within three working days. (c) Power to require disclosure The Board may serve notice on any member requiring that member to disclose to the Company the identity of any other person who has an interest in the shares held by the member and the nature of such interest. Such a notice will require any information in response to be given within such reasonable time (no less than ten days and no more than thirty days from the date of despatch) as the Directors shall specify in the notice. If any member fails to supply the required information within the prescribed period, the Board has an absolute discretion, at any time following 14 days from the expiry of the prescribed period, to serve a disenfranchisement notice on the member. In this notice, the Board may take away the member’s right to vote (in general meetings or class meetings) with respect to the shares concerned. Where these shares represent at least 0.25 per cent. of the class of shares concerned, the disenfranchisement notice will also provide for dividends on such shares to be retained by the Company (without interest) and for no transfer of the shares (other than a transfer authorised under the Articles) to be registered until the default is rectified.

5.4 Transfer The Articles are consistent with CREST membership and allow for the holding and transfer of shares in uncertificated form. Any member may transfer certificated shares by instrument of transfer, in any form which the Board approves, signed by or on behalf of the transferor. Uncertificated shares may be transferred without a written instrument in accordance with the CREST Regulations. The Board may refuse to register any transfer of shares unless the instrument of transfer is lodged at the registered office accompanied (except where a certificate was not required to be issued) by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (a) Registration of a certificated share transfer The Board may in its absolute discretion and without giving any reason refuse to register a transfer of a certificated share unless: (i) the relevant share is fully paid up; (ii) the Company has no lien on the relevant share; (iii) the transfer only concerns one class of shares; (iv) the transfer is to a single transferee or no more than four joint transferees; and (v) the transfer is delivered for registration to the registered office of the Company or such other place as the Board may determine, accompanied (except where a certificate was not required to be issued) by the certificate for the shares being transferred and such other evidence as the Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf, the authority of that person to do so. The Board may not exercise this discretion in such a way as to prevent dealings from taking place on an open and proper basis. The Board may suspend the registration of transfers for such a period as they determine, up to a maximum of 30 days in any year.

(b) Registration of an uncertiﬁcated share transfer The Board must register a transfer of title to any uncertiﬁcated share in accordance with the CREST Regulations. However, subject to any relevant requirements applicable to AIM or any other investment exchange to which the shares of the Company are admitted, the Board may refuse to register any such transfer which is in favour of more than four persons jointly or in any other circumstance permitted by the CREST Regulations.

5.5 Alteration of capital Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) in any manner authorised by the Act. The Company may by ordinary resolution increase its share capital, consolidate and/or divide any of its share capital into shares of larger or smaller amounts than its existing shares; subdivide any of its shares into shares of a smaller amount than is ﬁxed by the Company’s memorandum of association; convert any of its share capital into different classes of shares than its existing shares; cancel any shares which at the date of the resolution have not been taken or agreed to be taken and diminish its authorised share capital accordingly; and convert any fully paid up shares into stock and reconvert that stock into paid up shares of any denomination. The Company may by special resolution reduce its share capital, any capital redemption reserve, any share premium account or any undistributable reserve in any manner permitted by and with and subject to any rights attached to the shares and any consent required by the Act.

5.6 Directors (a) Powers and duties of the Board The management and control of the business of the Company is to be from the Isle of Man or such other place outside the United Kingdom as the Board may determine. Subject to the Act, the Company’s Memorandum of Association and the Articles and to any directions given by special resolution of the Company, the business of the Company is to be managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business or not.

(b) Voting at Board meetings Save as mentioned below, a director of the Company may not vote or be counted in the quorum on any resolution of the Board (or a committee of the Board) in respect of any matter in which, directly or indirectly, he has, together with any person connected with him, a material interest (other than by virtue of his interest, directly or indirectly, in shares or debentures or other securities of or otherwise through the Company) or a duty which conﬂicts with the interests of the Company.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Subject to the Act, a director of the Company is entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters: (i) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person for the benefit of the Company or any of its subsidiaries; (ii) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiaries for which the relevant director himself has assumed responsibility, in whole or in part and whether alone or jointly with others, under guarantee or indemnity or by the giving of security; (iii) a contract, arrangement, transaction or proposal concerning the offer of shares, debentures or other securities of the Company or its subsidiaries where he is or may be entitled to participate in the offer or in its underwriting or sub-underwriting; (iv) a contract, arrangement, transaction or proposal concerning any other company in which he is interested, directly or indirectly, as an officer, creditor, shareholder or otherwise, provided that he, together with persons connected with him, is not to his knowledge the holder of or beneficially interested in 1 per cent. or more of any class of the equity share capital of any such company (or of any third company through which his interest is derived) or of the voting rights of such company; (v) a contract, arrangement, transaction or proposal for the benefit of employees of the Company or any of its subsidiaries which accords to the relevant director only such privileges and advantages as are generally accorded to the employees to whom the arrangement relates; or (vi) a contract, arrangement, transaction or proposal for the purchase or maintenance of insurance for the benefit of the relevant director or persons including the relevant director. Subject to the Act, any director of the Company may act by himself or by his firm in a professional capacity for the Company, other than as auditor. Such a director or his firm shall be entitled to remuneration for professional services as if he were not a director on such terms as the remuneration committee may arrange. Subject to the Act, any director may be a director, managing director, manager or other officer or member of a company promoted by or promoting the Company or in which the Company is otherwise interested, and any such director will not be accountable to the Company for any remuneration or other benefits received by him.

(c) Notification of interest A director of the Company who, to his knowledge, is directly or indirectly interested in any contract, arrangement, transaction or proposal with the Company must declare the nature of his interest at the meeting of the Board when the question of entering into the contract, arrangement, transaction or proposal is first considered if he knows his interest then exists or, in any other case, at the first meeting of the Board after he becomes aware of his interest.

(d) Remuneration of directors The directors of the Company are entitled to fees for their services, to be determined by the Board, provided that the aggregate amount of such fees shall not exceed £300,000 per annum (or such greater sum as may be determined by ordinary resolution of the Company). The directors are also entitled to be paid all reasonable out of pocket expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their duties. A director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of director on such terms as to tenure of office and otherwise as the Board may determine. The Board may from time to time appoint one or more of their body to hold any executive office including the office of managing director on such terms and for such periods as they may determine.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (e) Retirement of directors A director of the Company who was elected or last re-elected at or before the annual general meeting held three years prior will retire by rotation at the next annual general meeting. The Company may, by ordinary resolution, remove any director before the expiration of his period of ofﬁce and appoint another willing person to be a director in his place.

5.7 Dividends The Company may by ordinary resolution (in accordance with the Act) declare that dividends be paid to members out of profits available for distribution according to the respective rights and interests of such members. No dividend shall exceed the amount recommended by the Board. The Board may, if it thinks fit, pay the members such interim dividends as appear to be justified by the profits of the Company in accordance with the Act. No dividend or other amount payable to any shareholder shall bear interest against the Company. All dividends and other amounts payable to shareholders left unclaimed for 12 months after becoming repayable may be invested or otherwise used for the benefit of the Company until claimed and the Company shall not become a trustee in respect of such amounts. All dividends unclaimed for a period of 5 years after having been declared or becoming due for payment will be forfeited and revert to the Company. If cheques, warrants or orders for dividends or other sums payable in respect of a share sent by the Company to the relevant shareholder by post are returned to the Company undelivered or left uncashed on two consecutive occasions, the Company is not obliged to send any further dividends or other moneys payable in respect of that share to that person until he notifies the Company of an address to be used for that purpose. Subject to prior authority being granted by ordinary resolution of the Company and to such conditions as the Board may determine, and provided that the Company has sufficient unissued shares and undistributed profits or reserves to give effect to it, the Board may offer to any holder of shares the right to receive shares of the same class credited as fully paid, in whole or in part, instead of cash in respect of the whole or some part (to be determined by the Board) of any dividend specified by the ordinary resolution. On the recommendation of the Board, the Company may direct by ordinary resolution that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular, of fully paid up shares or debentures of any other company or in any one or more of such ways. The Board is also empowered to create reserves before recommending or declaring any dividend. All such reserves may be applied, at the discretion of the Board, for any other purpose to which the profits of the Company may be applied and pending such application may either be employed in the business of the Company or be invested in such investments as the Board thinks fit. In such a case, there is no need to keep any investment from the reserve separate or distinct from any other investment of the Company. The Board may divide the reserve into such special funds as it thinks fit and may consolidate into one fund any such special fund (or any part thereof) as it thinks fit. The Board must not mix sums it carries to reserve out of the unrealised profit of the Company with any reserve to which profits available for distribution have been carried. The Directors may also, without placing the same to reserve, carry forward any profits as they think prudent not to distribute. The members shall be entitled to receive and participate in any dividends or other distributions out of the profits of the Company arising from the assets of the Company attributable to the ordinary shares and resolved to be distributed in respect of any accounting period or any other income or rights to participate therein in accordance with the Articles.

5.8 Distribution of assets on a winding up The Board has the power, on behalf of the Company, to present a petition to the court for the Company to be wound up. If the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the capital paid on their respective shares at the commencement of the winding up. If such surplus assets are insufﬁcient to repay the whole

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD of the paid up capital, they are to be distributed so that, as much as possible, the losses are borne by the members in proportion to the capital paid up on their respective shares at the commencement of the winding up. If the Company is wound up, the liquidator may, with the authority of a special resolution and subject to the Act, divide amongst the members in specie the whole or any part of the assets of the Company (whether or not the assets consist of property of one or different kinds), and may for such purposes set what value he deems fair and determine how such division should be carried out as between the members or different classes of members. The liquidator may, with the same authority, vest the whole or any part of the assets in trustees on such trusts for the beneﬁt of the members as he determines but no member shall be compelled to accept any assets on which there is a liability. A special resolution authorising a transfer or sale to another company and duly passed pursuant to section 222 of the Isle of Man Companies Act 1931 may authorise the distribution of any shares or other consideration receivable by the liquidator among the members otherwise than in accordance with their existing rights. Any such determination shall be binding on all the members, subject to the right of dissent and consequential rights conferred by section 222.

5.9 Borrowing Subject to the Act, the Board may exercise all powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or any third party.

5.10 Meetings of shareholders (a) Quorum No business should be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. The absence of a quorum does not preclude the choice or appointment of a chairman, which will not be treated as part of the business of the meeting. The quorum for a general meeting is two persons entitled to attend and to vote on the business to be transacted, each being a member present in person, a proxy for a member or a duly authorised representative of a corporation which is a member. If a quorum is not present within 15 minutes (or such longer interval, not exceeding one hour, as the chairman in his absolute discretion thinks ﬁt) from the time appointed for the meeting, or ceases to be present during the meeting, the meeting, if convened on the requisition of members, will be dissolved. In any other case, the meeting must be adjourned to a week later, at the same time and place, or to such other day, time and place as the chairman (or, in default, the Board) may determine. If at such an adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting, one member present in person or by proxy or (for a corporation) by a duly authorised representative will constitute a quorum. If no such quorum is present or, if during the adjourned meeting a quorum ceases to be present, the adjourned meeting will be dissolved.

(b) Voting Members have the right to receive notice of, and to vote at, general meetings of the Company. Each member who is present in person at a general meeting has one vote on a show of hands. On a poll, every member who is present in person or by proxy has one vote in respect of each share held. At any general meeting a resolution put to a vote of the meeting will be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded in accordance with the Articles.

(c) Proxies Any person (whether a member of the Company or not) may be appointed to act as a proxy. The deposit of an instrument of proxy does not preclude a member from attending and voting in person at the meeting for which the proxy is appointed or at any

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD adjournment of it. At the expense of the Company, the Board must send forms of appointment of proxy, together with the notice convening any general meeting, to members entitled to vote at the meeting. (d) Frequency of meetings Subject to the Act, annual general meetings are to be held at such time and place as the Board may determine. All general meetings other than annual general meetings are to be called extraordinary general meetings. The Board may convene an extraordinary general meeting whenever it thinks ﬁt. At any such meeting (or any meeting requisitioned pursuant to section 113 of the Isle of Man Companies Act 1931) no business must be transacted except that stated by the requisition or proposed by the Board. If there are not within the Isle of Man sufﬁcient members of the Board to convene a general meeting, any Director or any member of the Company may call a general meeting. (e) Notice of meetings An annual general meeting and an extraordinary general meeting convened for the passing of a special resolution, a resolution appointing a person to the Board or (save as provided by the Act) a resolution of which special notice has been given to the Company must be convened by no less than 21 clear days’ notice in writing. Other extraordinary general meetings must be convened by no less than 14 clear days’ notice in writing. The accidental omission to send a notice of meeting or an instrument of proxy (in cases where it is intended that it be sent out with the notice) or the non-receipt of either by any person entitled to receive it will not invalidate the proceedings at that meeting The above is a summary only of certain provisions of the Articles, the full provisions of which are available for inspection as set out in paragraph 18(a) of this Part VI.

6. Interests of Directors and others (a) The interests, all of which are beneﬁcial unless stated otherwise, of the Existing Directors and the Proposed Directors and their families (within the meaning of the AIM Rules) in the share capital of the Company as at the date of this document and after Readmission are as follows:

At present After Readmission Percentage Percentage Number of of Existing Number of of Enlarged PME PME PME Share Director Shares Shares Shares Capital Paul Macdonald 0 0.00% 0 0.00% Roy Puffett 0 0.00% 14,025,493(1) 14.53% Trevor Karg 0 0.00% 0 0.00% Steyn Delport 0 0.00% 0 0.00% Wes Kruger 0 0.00% 0 0.00% Larry Kearns 74,000 0.1% 74,000 0.08% James Peggie 0 0.00% 0 0.00%

Notes 1. Including 7,012,747 PME Shares held by the Sheltam Rail Trust, of which Mr. Puffett is a trustee

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (b) Irrevocable undertakings to vote in favour of all the Resolutions to be proposed at the EGM have been given by the following Shareholders in respect of the following numbers of PME Shares (the only circumstances in which these undertakings will cease to be binding is if the EGM has not been held by 31 August 2014):

Percentage Number of of Existing PME PME Shareholder Shares Shares PUG Investments Limited 8,309,826 10.83% Larry Kearns 74,000 0.1%

Total 8,383,826 10.92%

(c) No loan or guarantee has been granted or provided by the Company to any Existing Director or Proposed Director or any person connected with them. (d) Save as disclosed above, none of the Existing Directors or the Proposed Directors nor any member of their respective families (within the meaning of the AIM Rules) has any interest, whether beneﬁcial or non-beneﬁcial, in any share capital of the Company. (e) Save for the following holdings and those disclosed in paragraph 6(a) above, the Company is not aware of any persons who, directly or indirectly, at the date of this document and on Readmission, have an interest of 3 per cent. or more in the ordinary issued share capital of the Company:

At present After Readmission Percentage Percentage Number of of issued Number of of Enlarged PME share PME Share Shareholder Shares capital Shares Capital Qatar Investment Authority 30,886,653 40.24% 30,886,653 32.01% PUG Investments Limited 8,309,826 10.83% 14,025,493 14.53% (f) None of the major shareholders of the Company set out above has different voting rights from any other holder of PME Shares in respect of any PME Shares held by them. (g) Neither the Company, nor the Directors are aware of any arrangements which may at a subsequent date result in a change of control of the Company.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (h) Save as set out below, no directorship of any company, other than the members of the Enlarged Group, has been held or occupied over the previous ﬁve years by any of the Existing Directors or Proposed Directors nor over that period has any of the Existing Directors or Proposed Directors been a partner in a partnership:

Current Previous Paul Macdonald Aragon 12 VV GmbH Amber Funfte VV GmbH Aragon 13 VV GmbH Amber Sechste VV GmbH Aragon 14 VV GmbH Amber Sechste VV GmbH Aragon 15 VV GmbH Amber Siebente VV GmbH Aragon 16 VV GmbH Amber Achte VV GmbH Beragon VV GmbH Amber Zehnte VV GmbH Ceragon VV GmbH Amber Elfte VV GmbH Deragon VV GmbH Amber Zwolfte VV GmbH Eragon VV GmbH Amber Dreizehnte VV Gmbh Faragon VV GmbH Amber Vierzehnte VV GmbH Geragon VV GmbH Amber Funfzehnte VV GmbH Heragon VV GmbH TMP Uganda Limited (1) Helvetica Deutschland GmbH Dovetel (T) Limited (2) Helvetica Construction GmbH Iragon VV GmbH Jaragon VV GmbH Karogan VV GmbH Laragon VV GmbH Maragon VV GmbH Naragon VV GmbH Oragon VV GmbH Paragon VV GmbH Prospect Epicure J-REIT Value PLC Amber Erste VV GmbH Amber Zweite VV GmbH Amber Dritte GmbH Amber Vierte VV GmbH Amber Neunte VV GmbH Helvetica Services GmbH Epicure Qatar Opportunities Holdings Limited Qatar Investment Fund plc Roy Puffett Comazar (Pty) Limited Railroad Association of South Africa The Port Elizabeth Apple Express Inc. (3) RPG Leasing (Pty) Limited Cheemun Corporation Rift Valley Ferry Services Uganda Ltd Rift Valley Railways Holdings Ltd Rift Valley Railways (Kenya) Limited Rift Valley Railways (Uganda) Limited RVR Investments (Pty) Ltd Sheltam Rail Company (Pty) Ltd Trevor Karg Comazar (Pty) Limited — Steyn Delport Ethical Generics Pty Limited Kupela Holdings CC Symphony Capital Pty Limited Thabilo Financial Consulting Services CC Wes Kruger Comazar (Pty) Ltd RPG Leasing (Pty) Limited The Port Elizabeth Apple Express Inc. (3) Rift Valley Ferry Services Uganda Ltd Trumpets and Torches Leadership Rift Valley Railways Holdings Ltd (trading as The Developing Leaders Rift Valley Railways (Kenya) Limited Foundation) Rift Valley Railways (Uganda) Limited Harvest Christian School RVR Investments (Pty) Ltd

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Current Previous

Larry Kearns Restart Limited Speymill Macau PLC Skanco Consultancy Limited Anglo Irish Bank (IOM) Limited Gibbs Amphibian Holdings Limited Galileo Fund Services Limited Chelsﬁeld Limited Gibbs Properties Limited Plexor Group Limited Bifrost Limited Loki Limited Demanda Limited Demanda (Two) Limited Demanda (Three) Limited Coelacanth Limited Snaker Properties Limited Novabridge Limited Greenpoint Investments Limited Corina Limited Equiom Group Limited Equiom Holdings Limited Fordex Limited Agrimark Limited Cambridge Place (IOM) & Aston Partners LTD. Ccucas PLC Loxwood Limited

James Peggie Principle Capital Advisors Limited Liberty plc Earthchild Clothing (Pty) Limited Principle Capital African Private Equity Proteus Property Advisors (Pty) Limited Advisors (Pty) Limited Principle Capital Advisors (South Principle Oil (Pty) Limited Africa)(Pty) Limited Varla Group Limited Pointer Investments Limited SAPSPV Clayville Property Investments JJP Limited (Pty) Limited PGW Productions Limited SAPSPV Holdings RSA (Pty) Limited Sirius Real Estate Limited Crimson King Properties 378 (Pty) Limited Madison Park Properties 36 (Pty) Limited SAPSPV Imbonini Property Investments (Pty) Limited Royal Albatross Properties 313 (Pty) Limited Imbonini Park (Pty) Limited Madison Park Properties 33 (Pty) Limited Madison Park Properties 40 (Pty) Limited 8 Mile Investments 504 (Pty) Limited Madison Park Properties 34 (Pty) Limited Wonderwall Investments 18 (Pty) Limited Longland Investments (Pty) Limited Breeze Court Investments 31 (Pty) Limited Breeze Court Investments 35 (Pty) Limited Dream World Investments 551 (Pty) Limited Business Venture Investments No 1239 (Pty) Limited Business Venture Investments No 1189 (Pty) Limited Business Venture Investments No 1191

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Current Previous (Pty) Limited Business Venture Investments No 1172 (Pty) Limited Business Venture Investments No 1152 (Pty) Limited Business Venture Investments No 1187 (Pty) Limited Business Venture Investments No 1237 (Pty) Limited Business Venture Investments No 1238 (Pty) Limited Business Venture Investments No 1269 (Pty) Limited Business Venture Investments No 1268 (Pty) Limited Business Venture Investments No 1270 (Pty) Limited Living 4 U Developments (Pty) Limited Crane’s Crest Investments 28 (Pty) Limited Tangmere Investment Corporation (Pty) Limited Business Venture Investments No. 1205 (Pty) Limited Blue Waves Properties 2 (Pty) Limited Business Venture Investments No 1256 (Pty) Limited Business Venture Investments No 1306 (Pty) Limited

Notes: (1) The Board placed TMP Uganda into a voluntary liquidation in December 2011. (2) Dovetel owes PME approximately US$356,000 in respect of outstanding shareholder loans made by PME and Dovetel is also in arrears on its rental payments in respect its tenancy of part of Peninsula House. Further details of the winding up order lodged by the Company and an administration order in respect of Dovetel are detailed at paragraph 14 of Part VI of this document. (3) It is intended that a liquidator will be appointed in respect of The Port Elizabeth Apple Express Inc. in the near future. A preliminary estimate of credtiors’ deﬁciencies is currently estimated to be in the order of approximately ZAR 500,000 to ZAR 1,000,000. This estimation is both preliminary and subject to conﬁrmation on appointment of a liquidator.

(j) Save as disclosed above, none of the Existing Directors or Proposed Directors: (i) has any unspent convictions in relation to any indictable offences or has been made bankrupt or has been made the subject of an individual voluntary arrangement; or (ii) has been a director of any company at the time of or within the twelve months preceding any receivership, compulsory liquidation, creditors voluntary liquidation, administration or voluntary arrangement of the company or any composition or arrangement with its creditors generally or any class of creditors; or (iii) has been a partner of any partnership at the time of or within twelve months preceding any compulsory liquidation, administration or partnership voluntary arrangement of the partnership; or (iv) has had any asset which has been subject to a receivership or has been a partner of any partnership at the time of or within the twelve months preceding any assets of the partnership being subject to a receivership; or (v) has been publicly criticised by any statutory or regulatory authority (including any recognised professional body) or has been disqualiﬁed by a court from acting as a director of, or in the management or conduct of, the affairs of any company.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (k) No Existing Director or Proposed Director nor any family member of an Existing Director or Proposed Director nor any persons connected with such persons within the meaning of the AIM Rules has any ﬁnancial product (including a ﬁxed odds bet) whose value is determined directly or indirectly by reference to the price of the PME Shares.

7. Existing Directors’ and Proposed Directors’ Service Contracts and Letters of Appointment (a) The Existing Directors and the Proposed Directors have each entered into new service contracts (in the case of executive directors) or letters of appointment (in the case of non-executive directors) with the Company which are conditional on and take effect from Readmission. In the case of the Existing Directors these letters of appointment also terminate their existing letters of appointment. If Readmission does not occur, the Existing Directors will remain subject to their existing letters of appointment. The service contracts between the Company and the new executive Directors relate to services to be provided to the Group other than the members of the Sheltam Group. The executive directors have also entered into service contracts with Sheltam which relate to services to be provided to the Sheltam Group and which also take effect from Readmission. The terms of the new service contracts and letters of appointment for each of the Existing Directors and the Proposed Directors (together with, in the case of the Existing Directors, their existing letters of appointment in place as at the date of this document) is set out below.

Executive Directors Roy Puffett (Chief Executive Ofﬁcer)

Service contract with PME Roy Puffett will enter into a service contract with PME which will become effective on Readmission, on which date Roy Puffett’s continuous employment with the Company will commence. Roy Puffett’s appointment is terminable on six months’ notice by either party. Roy Puffett’s salary is £30,000 per annum. The agreement does not provide for any other beneﬁts.

Service contract with Sheltam Roy Puffett will enter into a service contract with Sheltam which will become effective on Readmission. Roy Puffett’s period of continuous employment under the contract is deemed to have commenced on 1 November 1987. Roy Puffett’s appointment is terminable on six months’ notice by either party. Roy Puffett’s appointment will also terminate at the end of the month in which he turns 65 years of age, unless he and Sheltam agree otherwise. Roy Puffett’s salary is ZAR 2,229,800 per annum. The agreement also entitles Roy Puffett to be a member of a pension scheme, to which the Sheltam Group will contribute on his behalf, and of the Sheltam Group’s medical aid scheme.

Trevor Karg (Chief Operating Ofﬁcer) Service contract with PME Trevor Karg will enter into a service contract with PME which will become effective on Readmission, on which date his continuous employment with the Company will commence. Trevor Karg’s appointment is terminable on six months’ notice by either party. Trevor Karg’s salary is £30,000 per annum. Under the contract, Trevor Karg is also entitled to participate in the Executive Share Option Plan (details of which can be found below at paragraph 15 of this Part VI) and any bonus scheme of the Company, the applicability of which in each case is subject to the Board’s discretion.

Service contract with Sheltam Trevor Karg will enter into a service contract with Sheltam which will become effective on Readmission. Trevor Karg’s period of continuous employment under the contract is deemed to have commenced on 1 May 2000. Trevor Karg’s appointment is terminable on six months’ notice by either party. Trevor Karg’s appointment will also terminate at the end of the month in which he turns 65 years of age, unless he and Sheltam agree otherwise.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Trevor Karg’s salary is ZAR 831,000 per annum. The agreement also entitles Trevor Karg to be a member of a pension scheme, to which the Sheltam Group will contribute on his behalf, and of the Sheltam Group’s medical aid scheme. Trevor Karg has an existing contract of employment with the Sheltam Group which will terminate upon Readmission. Trevor Karg has agreed to receive a cash amount in lieu of accrued leave under the existing agreement. Steyn Delport (Chief Financial Ofﬁcer) Service contract with PME Steyn Delport will enter into a service contract with PME which will become effective on Readmission, on which date his continuous employment with the Company will commence. Steyn Delport’s appointment is terminable on six months’ notice by either party. Steyn Delport’s salary is £30,000 per annum. Under the contract, Steyn Delport is also entitled to participate in the Executive Share Option Plan (details of which can be found below at paragraph 15 of this Part VII) and any bonus scheme of the Company, the applicability of which in each case is subject to the Board’s discretion. Consultancy agreement with Sheltam From Readmission, Steyn Delport will provide services to Sheltam as a director under a consultancy agreement between Thabilo Financial Consulting Services CC and Sheltam. The consultancy agreement is for an initial term of twelve calendar months from Readmission, after which it will continue on a rolling basis until terminated by either party on three months’ written notice. Sheltam may also terminate the agreement without notice in speciﬁed circumstances. An annual fee of ZAR 1,052,720 is payable to Thabilo Financial Consulting Services CC under the consultancy agreement. Wes Kruger (Commercial Director) Service contract with PME Wes Kruger will enter into a service contract with PME which will become effective on Readmission, on which date his continuous employment with the Company will commence. Wes Kruger’s appointment is terminable on six months’ notice by either party, or in the event that Readmission does not occur by 31 August 2014. Wes Kruger’s salary is £30,000 per annum. Under the contract, Wes Kruger is also entitled to participate in the Executive Share Option Plan (details of which can be found below at paragraph 15 of this Part VI) and any bonus scheme of the Company, the applicability of which in each case is subject to the Board’s discretion. Service contract with Sheltam Wes Kruger will enter into a service contract with Sheltam which will become effective on Readmission. Wes Kruger’s period of continuous employment under the contract is deemed to have commenced on 19 August 1999. Wes Kruger’s appointment is terminable on six months’ notice by either party, or in the event that Readmission does not occur by 31 August 2014. Wes Kruger’s appointment will also terminate at the end of the month in which he turns 65 years of age, unless he and Sheltam agree otherwise. Wes Kruger’s salary is ZAR 775,293 per annum. The agreement also entitles Wes Kruger to be a member of a pension scheme, to which the Sheltam Group will contribute on his behalf, and of the Sheltam Group’s medical aid scheme. Wes Kruger has an existing contract of employment with the Sheltam Group which will terminate upon Readmission and Wes Kruger has agreed to receive a cash payment (in multiple installments) in lieu of leave accrued under the existing agreement.

Non-Executive Directors Paul Macdonald Existing letter of appointment Paul Macdonald entered into a letter of appointment as an executive director of the Company on 5 February 2013, effective as of 6 July 2012. The appointment is subject to retirement by rotation in accordance with PME’s Articles of Association and earlier termination with

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD immediate effect in specified circumstances. The annual fee payable to Paul Macdonald under the letter of appointment is £75,000 and Paul Macdonald is not entitled to any other benefits. The appointment will continue until Readmission, on which date a new letter of appointment (described below) will come into effect, terminating the existing letter of appointment. New letter of appointment Paul Macdonald has entered into a letter of appointment with PME which will become effective on and from Readmission, terminating his existing letter of appointment. The appointment will be subject to retirement by rotation in accordance with PME’s Articles of Association and earlier termination with immediate effect in specified circumstances. The annual fee payable to Paul Macdonald under the new letter of appointment will be £45,000 per annum. Larry Kearns Existing letter of appointment Larry Kearns entered into a letter of appointment as an executive director of the Company on 5 February 2013, effective as of 6 July 2012. The appointment is subject to retirement by rotation in accordance with PME’s Articles of Association and earlier termination with immediate effect in specified circumstances. The annual fee payable to Larry Kearns under the letter of appointment is £75,000 and Larry Kearns is not entitled to any other benefits. The appointment will continue until Readmission, on which date a new letter of appointment (described below) will come into effect, terminating the existing letter of appointment. New letter of appointment Larry Kearns has entered into a letter of appointment with PME which will become effective on and from Readmission, terminating his existing letter of appointment. The appointment will be subject to retirement by rotation in accordance with PME’s Articles of Association and earlier termination with immediate effect in specified circumstances. The annual fee payable to Larry Kearns under the new letter of appointment will be £35,000 per annum. James Peggie New letter of appointment James Peggie has entered into a letter of appointment with PME which will become effective on and from Readmission, terminating his existing letter of appointment. The appointment will be subject to retirement by rotation in accordance with PME’s Articles of Association and earlier termination with immediate effect in specified circumstances. The annual fee payable to James Peggie under the letter of appointment will be £30,000 per annum. Save as set out above, and in paragraph 13 of this Part VI, no contracts with any of the Existing Directors or Proposed Directors have been entered into or amended within six months of the date of this document. (b) The aggregate emoluments (including benefits in kind and pension contributions) of the Existing Directors in respect of the current financial period ending on 31 December 2014 is estimated to amount to £157,000 and, from Readmission, the aggregate emoluments (including benefits in kind and pension contributions) of the Proposed Directors in respect of the current financial period ending on 31 December 2014, assuming Readmission, is estimated to amount to £138,000 under the arrangements in force at the date hereof. (c) Save as disclosed in this document, none of the Existing Directors nor the Proposed Directors has or has had any interest in transactions effected by the Company since its incorporation which are or were unusual in their nature or conditions or which are or were significant to the business of the Company. (d) Save as disclosed above there are no service contracts between any director and the Company providing for benefits upon termination.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD 8. Employees (a) Other than the Existing Directors, the Company currently has no employees. (b) At 10 July 2014, the Sheltam Group had 400 employees. The number of employees of the Sheltam Group at the end of the last three ﬁnancial years, the last of which ended on 31 December 2013, was as follows:

Dec 11 Dec 12 Dec 13

Total 450 500 441

9. New Shareholder Group (a) The New Shareholder Group is acting in concert within the meaning of the City Code. Roy Puffett and the Sheltam Rail Trust are currently shareholders of Sheltam and PUG is currently a shareholder in PME. On completion of the Acquisition all members of the New Shareholder Group will be shareholders in PME.

10. Material contracts The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company or members of the Group and members of the Sheltam Group in the two years preceding the date of this document and are, or may be, material:

10.1 Sheltam Share Purchase Agreement On 17 July 2014, the Company entered into an agreement with PME RSACO and the Vendors pursuant to which PME RSACO has agreed to acquire the Sheltam Shares and the Sheltam Shareholder Loans from the Vendors (the ‘‘SPA’’). The consideration under the SPA is the issue by the Company and allotment to the Vendors of the Consideration Shares. Completion of the SPA is conditional upon the satisfaction or waiver of various conditions including: (i) the receipt of merger approval and all other necessary consents and approvals in relation to the Acquisition, including the approval of the Acquisition by the Existing Shareholders; (ii) the receipt of consent in relation to the Acquisition from First Rand Bank Limited (acting through its First National Bank Division) in connection with the facility provided by it to Sheltam Pty; and (iii) each condition to the PME Shares being readmitted to trading on AIM being satisﬁed. Each of the Vendors and PME and PME RSACO have provided warranties in relation to their capacity and authority to enter into the SPA and, in the case of the Vendors, in relation to title in the Sheltam Shares that are to be transferred under the SPA. Each of the warranties is to be repeated immediately prior to completion. The SPA also provides for the termination of the shareholders’ agreement to which the Vendors and PME RSACO are party in relation to Sheltam. In consideration for the allotment and issue by the Company to the Vendors of the Consideration Shares under the SPA, PME RSACO has agreed to issue a loan note in favour of the Company in an amount equal to the aggregate effective issue price of the Consideration Shares.

10.2 Stabilisation and Relationship Agreement On 17 July 2014, the Vendors, PUG, the Company and Smith & Williamson entered into a Stabilisation and Relationship Agreement pursuant to which the Vendors and PUG have agreed that, subject to completion of the Acquisition, each of them and their respective associates and concert parties will not: (i) dispose of PME Shares to any third party; or (ii) acquire PME Shares from any third party which would result in any of them (together with their respective concert parties) holding interest in 30 per cent. or more of the voting rights in PME (provided that, if a whitewash is granted under rule 9 of the City Code and the New Shareholder Group holds more than 30 per cent. of the voting rights in PME as

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD a result of other Shareholders disposing of PME Shares in connection with any tender offer or buyback conducted by PME, such event will not breach the terms of the Stabilisation and Relationship Agreement), during a period of twelve months from completion of the Acquisition (the ‘‘Stabilisation Obligations’’). The Stabilisation and Relationship Agreement contains certain exceptions to the Stabilisation Obligations including: (i) disposals pursuant to any tender offer or buyback conducted by PME; (ii) disposals between members of the New Shareholder Group; (iii) disposals to a person having made a general offer to acquire the entire issued share capital of PME; or (iv) disposals made following a compromise or arrangement between PME and its creditors. In addition, the Vendors and PUG have given certain undertakings to the Company relating to the exercise of their rights as Shareholders and the exercise of rights of any Directors appointed by them, so as to ensure that the Company is capable of carrying on its business independently of the members of the New Shareholder Group and that transactions and other arrangements between members of the New Shareholder Group and the Company are at arm’s length and on normal commercial terms.

10.3 Introduction Agreement The Company, the Directors, Smith & Williamson and Oriel Securities entered into an agreement on 17 July 2014 pursuant to which the Company has appointed Smith & Williamson to act as nominated adviser and Oriel Securities to act as broker in connection with the Readmission (the ‘‘Introduction Agreement’’). Under the Introduction Agreement and the engagement letters with Smith & Williamson and Oriel Securities respectively, the Company has agreed to pay certain fees to Smith & Williamson and Oriel Securities, in connection with the Proposals. The Introduction Agreement contains customary warranties from the Company in favour of Smith & Williamson and Oriel Securities in relation to PME, its business, this document and certain related matters, and more limited warranties from the Directors. The liability of the Directors in respect of the warranties given by them and otherwise under the Introduction Agreement is limited. PME has also agreed to indemnify Smith & Williamson and Oriel Securities and their respective associated companies, ofﬁcers and employees in respect of losses incurred in connection with the Readmission, subject to certain carve-outs. Smith & Williamson and Oriel Securities may (acting jointly) terminate the Introduction Agreement in certain circumstances, including as a result of any material breach of the Introduction Agreement by PME or a Director, a material adverse change in either Sheltam or PME’s ﬁnancial position or prospects having occurred since the date of the Introduction Agreement or Readmission not having become effective by 31 August 2014.

10.4 Deed of Termination in respect of the Finance Lease On 17 July 2014, PME Locomotives, Sheltam and Sheltam Pty entered into a deed of termination in relation to the Finance Lease (the ‘‘Deed of Termination’’). Under the Deed of Termination, the parties have agreed that subject to and with effect from completion of the Acquisition, the Finance Lease will be terminated and the parties will release each other from their mutual rights and obligations under the Finance Lease.

10.5 Master Operating Lease Agreement between PME Locomotives and Sheltam Pty On 17 July 2014, PME Locomotives and Sheltam Pty entered into a master operating dry lease arrangement in respect of certain of the C30 Locomotives owned by PME Locomotives (the ‘‘Sheltam Pty MOLA’’). The obligations of the parties under the Sheltam Pty MOLA are conditional on termination of the Finance Lease.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Under the Sheltam Pty MOLA, the parties have agreed that either party may, from time to time, request that PME Locomotives shall lease to Sheltam Pty certain of the C30 Locomotives owned by PME Locomotives, provided that the parties agree on the other commercial terms applicable to the leasing of the relevant locomotives by executing a separate lease confirmation. Sheltam Pty has agreed that upon execution of any lease confirmation, it will operate the relevant leased locomotives and carry out regular maintenance, refurbishment and repair of the relevant leased locomotives in accordance with the relevant manufacturer’s locomotive manual requirements and good industry practice. Unless agreed otherwise by the parties in a lease confirmation, Sheltam Pty is obliged to maintain, at its cost, insurance in respect of any relevant leased locomotive on terms reasonably satisfactory to PME Locomotives and, where applicable, its financiers. The Sheltam Pty MOLA and/or the leasing of any locomotive under any lease confirmation is terminable on occurrence of certain agreed termination events which include, among others, non-payment of rent and failure to comply with the insurance obligations relating to the relevant leased locomotive, and automatically on destruction of the relevant leased locomotive. Unless agreed otherwise by the parties in a lease confirmation, the leasing of any locomotive under any lease confirmation is also terminable by either party on giving 45 business days’ written notice. In addition, if a leased locomotive which is currently the subject of a sublease to a third party becomes no longer the subject of such sublease following expiry or termination of such sublease, the leasing of the relevant locomotive will automatically terminate. On termination or expiry of the leasing of any locomotive under any lease confirmation, Sheltam Pty will be required to redeliver, at its risk and cost, the relevant locomotive held by it to a location agreed with PME Locomotives. Sheltam Pty will also be required to ensure that any redelivered locomotive will be in a good, safe and serviceable condition and state of repair (other than fair wear and tear) and comply with the specific redelivery conditions set out in the Sheltam Pty MOLA. As at the date of this document, the parties have executed two lease confirmations pursuant to which Sheltam Pty has agreed to lease two C30 Locomotives (which are currently the subject of a sublease to a third party) and one C30 Locomotive respectively, in each case subject to and with effect from termination of the Finance Lease and with the scheduled expiry date of 28 February 2015.

10.6 Master Operating Lease Agreement between PME Locomotives and Sheltam Mozambique On 17 July 2014, PME Locomotives and Sheltam Mozambique entered into a master operating lease agreement in respect of certain locomotives owned by the Enlarged Group (the ‘‘Sheltam Mozambique MOLA’’). The obligations of the parties under the Sheltam Mozambique MOLA are conditional on termination of the Finance Lease. Under the Sheltam Mozambique MOLA, the parties have agreed that either party may, from time to time, request that: (i) PME Locomotives shall lease to Sheltam Mozambique certain of the C30 Locomotives owned by PME Locomotives; and/or (ii) PME Locomotives shall lease to Sheltam Mozambique such other locomotives as PME Locomotives and Sheltam Mozambique may specify in writing from time to time (which may include certain of the locomotives owned by Sheltam which are leased to PME Locomotives pursuant to the PME Locomotives MOLA as defined and discussed in paragraph 10.7 below), provided that the parties agree on the other commercial terms applicable to the leasing of the relevant locomotives by executing a separate lease confirmation. A lease confirmation under the Sheltam Mozambique MOLA is permitted to stipulate that PME Locomotives, instead of Sheltam Mozambique, supply the operators for the relevant leased locomotives, carry out regular maintenance, refurbishment and repair of the relevant leased locomotives in accordance with the relevant manufacturer’s locomotive manual requirements and good industry practice and provide insurance in respect of the leased locomotives. Where PME Locomotives assumes operation and maintenance obligations in lieu of Sheltam Mozambique, a lease confirmation would also disapply certain other provisions of the Sheltam Mozambique MOLA, including, among others, inspection and condition of the redelivered locomotives and payment of sums on destruction of the leased locomotive. The other terms of the Sheltam Mozambique MOLA largely mirror those of the Sheltam Pty MOLA save that Sheltam Mozambique is the relevant lessee.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD As at the date of this document, the parties have executed one lease confirmation pursuant to which Sheltam Mozambique has agreed to lease four C30 Locomotives (which are currently the subject of a sub-lease to a third party), subject to and with effect from termination of the Finance Lease and with the scheduled expiry date of 21 March 2015. Under this lease confirmation, PME Locomotives has agreed to operate and maintain the relevant C30 Locomotives and intends that such obligations will be outsourced to Sheltam Pty by way of the C30 OMSA (as defined and discussed in paragraph 10.7 below).

10.7 Master Operating Lease Agreement between Sheltam and PME Locomotives On 17 July 2014, Sheltam and PME Locomotives entered into a master operating wet lease agreement in respect of the locomotives owned by Sheltam (the ‘‘PME Locomotives MOLA’’). The obligations of the parties under the PME Locomotives MOLA are conditional on termination of the Finance Lease.

Under the PME Locomotives MOLA, the parties have agreed that either party may, from time to time, request that Sheltam shall lease to PME Locomotives certain of the locomotives owned by Sheltam, provided that the parties agree on the other commercial terms applicable to the leasing of such locomotives by executing a separate lease conﬁrmation. The other terms of the PME Locomotives MOLA largely mirror those of the Sheltam Pty MOLA save that Sheltam is the relevant lessor and PME Locomotives is the relevant lessee.

As at the date of this document, no lease conﬁrmation has yet been executed by the parties.

10.8 Operating and Maintenance Services Agreement relating to certain C30 Locomotives On 17 July 2014, PME Locomotives and Sheltam Pty entered into an operation, maintenance and services agreement in respect of certain C30 Locomotives owned by PME Locomotives (the ‘‘C30 OMSA’’). The obligations of the parties under the C30 OMSA are conditional on termination of the Finance Lease.

Under the C30 OMSA, the parties have agreed that Sheltam Pty will act as the agent and lease manager of PME Locomotives in respect of the C30 Locomotives owned by PME Locomotives which may be leased by PME Locomotives to lessees including any C30 Locomotives to be leased by PME Locomotives to Sheltam Mozambique under the Sheltam Mozambique MOLA, but excluding any C30 Locomotives to be leased by PME Locomotives to Sheltam Pty under the Sheltam Pty MOLA. PME Locomotives has agreed to pay Sheltam Pty a management fee calculated by reference to the services called on under the C30 OMSA.

In relation to management of leases entered into between PME Locomotives and lessees, Sheltam Pty has agreed to provide services to PME Locomotives which include, among others, and on request calculation, invoicing and collection of rental payments, record keeping, accounts management, tax management, dispute management, giving of notices and management and/or provision of insurance in respect of the C30 Locomotives leased by PME Locomotives. Sheltam Pty has also agreed to advise PME Locomotives in respect of the obligations of PME Locomotives under a relevant lease on the occurrence of certain agreed events, as well as procuring performance of the relevant leases by PME Locomotives and enforcing performance of the relevant leases by the relevant lessees.

In addition, Sheltam Pty has agreed to procure regular maintenance, refurbishment, inspection and repair of the C30 Locomotives which are the subject of the C30 OMSA, whether or not they are leased to lessees at any given time. Sheltam has agreed to provide marketing services for any C30 Locomotives which are from time to time cease to be the subject of a lease as a result of expiry or termination of any lease, to secure new operating leases.

The services provided under the C30 OMSA in respect of any C30 Locomotive are terminable by either party giving the other party not less than 60 days’ written notice. On such termination Sheltam Pty will be required to redeliver to PME Locomotives any off-lease C30 Locomotive which is in its possession as well as all documents and records within its possession which relate to any relevant lease, C30 Locomotive or other arrangement contemplated under the C30 OMSA.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD 10.9 Operating and Maintenance Services Agreement relating to the locomotives owned by Sheltam On 17 July 2014, PME Locomotives and Sheltam Pty entered into an operation, maintenance and services agreement in respect of certain locomotives owned by Sheltam leased to PME Locomotives under the PME Locomotives MOLA (the ‘‘Non-C30 OMSA’’). The obligations of the parties under the Non-C30 OMSA are conditional on termination of the Finance Lease. Under the Non-C30 OMSA, the parties have agreed that Sheltam Pty will act as the agent and lease manager of PME Locomotives in respect of the locomotives owned by Sheltam which are leased by Sheltam to PME Locomotives pursuant to the PME Locomotives MOLA. PME Locomotives has agreed to pay Sheltam Pty a management fee calculated by reference to the services called on under the Non-C30 OMSA. The other terms of the Non-C30 OMSA largely mirror those of the C30 OMSA save that the Non-C30 OMSA only covers the locomotives owned by Sheltam which are leased to PME Locomotives under the PME Locomotives MOLA and does not cover maintenance or marketing of the other locomotives owned by Sheltam.

10.10 Other restructuring agreements (a) Assignment Agreement in respect of the Salgaocar lease On 17 July 2014, Sheltam Pty and PME Locomotives entered into an assignment agreement (the ‘‘Assignment Agreement’’) pursuant to which Sheltam has agreed to cede to PME Locomotives its rights and obligations under the operating lease, maintenance and support services agreement dated 28 December 2011 and entered into between Sheltam Pty and Salgaocar Resources Africa Limited (the ‘‘Salgaocar Lease’’). Under a separate addendum to the Salgaocar Lease, Salgaocar Resources Africa Limited has given its consent to the cession and assignment of the Salgaocar Lease by Sheltam Pty to PME Locomotives. The cession and assignment under the Assignment Agreement is conditional on completion of the Acquisition.

(b) Purchase Agreement On 17 July 2014, PME Locomotives, Sheltam and Sheltam Pty entered into an agreement pursuant to which: (i) PME Locomotives has agreed to acquire the equity interests representing in aggregate, 99.9 per cent. of the capital of Sheltam Mozambique which are held by Sheltam and Sheltam Pty; and (ii) Sheltam Pty has agreed to acquire certain tools used for operation and maintenance of the C30 Locomotives (the ‘‘Purchase Agreement’’). Completion of the Purchase Agreement is conditional on, among others, completion of the Acquisition and the prior written consent of the Bank of Mozambique in connection with the foreign exchange laws of the Republic of Mozambique. The consideration for the transfer of shares in Sheltam Mozambique is a cash amount calculated based on the net asset value of Sheltam Mozambique (the ‘‘Share Consideration’’), and the consideration for the transfer of tools owned by PME Locomotives is nominal (the ‘‘Asset Consideration’’). The parties have agreed that the amount of Asset Consideration shall be set off against the amount of Share Consideration, and that PME Locomotives shall pay the balance of the sums to an account designated by any of Sheltam and Sheltam Pty, so that such sum can be allocated between Sheltam and Sheltam Pty in accordance with the terms of the Purchase Agreement. Each of Sheltam, Sheltam Pty and PME Locomotives has provided warranties in relation to their capacity and authority to enter into the Purchase Agreement. Sheltam and Sheltam Pty have jointly and severally provided additional warranties in relation to title in the shares in Sheltam Mozambique Limitada that are to be transferred under the Purchase Agreement, whereas PME Locomotives has provided additional warranties to Sheltam Pty in relation to the assets to be transferred under the Purchase Agreement. Each of the warranties is to be repeated immediately prior to completion.

10.11 New Shareholder Group’s Shareholders Agreement In connection with the Acquisition the members of the New Shareholder Group entered into a shareholders agreement in relation to the Company. The obligations of the parties under the Shareholders’ Agreement are conditional on the satisfaction or waiver of various conditions including the completion of the Acquisition and Readmission.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Under the Shareholders Agreement, the Vendors have agreed to sell 5,715,667 PME shares to PUG immediately following completion of the Acquisition and Readmission at a price of US$0.30 per PME Share (the ‘‘Share Sale’’). The Shareholders Agreement contains a provision according to which the obligation to carry out the Share Sale cannot be waived or amended without prior written consent of the Company (provided that the Company may not unreasonably withhold or delay its consent). Under the Shareholders Agreement, the New Shareholder Group have also agreed to be bound by certain conduct provisions relating to their holding of the PME Shares following completion of the Share Sale, which cover, among others, exercise of shareholder votes, conduct of the parties so as to not trigger an offer under Rule 9 of the City Code, compliance with relevant laws and regulations in respect of market abuse, and restrictions on transfers of PME Shares to third parties. The Shareholder Agreement is terminable (i) after the expiry of an initial two year period by a party on giving not less than one years’ written notice or (ii) in certain other circumstances, including if the New Shareholder Groups’ aggregate holding in PME shares reduces to below 10 per cent.

10.12 Co-operation Agreement The Company, the Vendors and PUG entered into a Co-operation Agreement dated 11 February 2014 (as amended on 30 May 2014 and as further amended and restated on 24 June 2014), which sets out the parties’ intentions regarding the structure and implementation of the Acquisition, the Readmission and the Restructuring. Under the Co-operation Agreement, the parties have agreed, among others, to co-operate with each other and do and execute, or procure the doing and executing of, each necessary or desirable act, document and thing reasonably within its power to implement these transactions. The parties have also agreed not to take any action which would or might reasonably be expected to be materially prejudicial to the implementation of these transactions. In consideration of their entry into the Co-operation Agreement, the Vendors and the Company agreed to pay certain third party costs and expenses incurred by each other in connection with implementing these transactions where either of them breaches its or their material obligations under the Co-operation Agreement. Unless terminated earlier in accordance with its terms (including as a result of any material breach by a party), the Co-operation Agreement will be in full force and effect until completion of the Acquisition.

10.13 Administration Agreement The Company and Galileo Fund Services Limited (the ‘‘Administrator’’) have entered into an Administration Agreement which will enter into force upon Readmission, pursuant to which the Administrator is appointed to act as administrator of the Company and to provide a company secretary and registered office facilities. For the provision of a company secretary and registered office facilities, the Administrator will make an annual charge, in advance, of £3,000. The Administrator shall provide general administrative, accounting and secretarial services to the Company for which it shall receive a minimum monthly fee of £3,000. Additional fees, calculated by reference to time spent and hourly rates to be agreed with the Company, will apply where the cost of hours worked in any month exceeds the minimum monthly fee. For attendance at meetings not held in the Isle of Man an additional attendance fee of £1,000 per day or part thereof will be charged. The Administrator shall assist in the preparation of the interim and annual financial statements of the Company for which it shall receive a minimum fee of £1,500 per set. The Administrator shall also be entitled to reimbursement of out-of-pocket expenses properly incurred by the Administrator in carrying out its duties. The Agreement contains an indemnity in favour of the Administrator against claims against it except to the extent that the claim is due to the negligence, wilful default or fraud of the Administrator. The Agreement may be terminated by either party giving to the other not less than 90 days’ notice in writing or otherwise in certain circumstances, including inter alia, if one of the parties goes into liquidation.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD 10.14 Registrar Agreement The Company and Capita Registrars (Isle of Man) Limited have entered into a Registrar Agreement dated 17 July 2014 (the ‘‘Registrar Agreement’’). Pursuant to the Registrar Agreement, the Shares will at all times be registered on the register of members kept in the Isle of Man. The Company appoints the Registrar to act as the registrar in respect of the Shares with effect from Readmission. The Registrar’s fees shall be payable to the Registrar by the Company based on the number of shareholder accounts appearing on the register in the relevant year. The Registrar is entitled to a minimum annual fee of £5,442.20 and is entitled to increase the fees annually at the rate of the Retail Prices Index prevailing at that time. The Company agrees to indemnify the Registrar, its affiliates and their respective directors, agents, officers and employees from and against all liabilities which may be suffered or incurred by the Registrar or its directors, agents, officers and employees which arise in connection with the Registrar Agreement except if the liabilities arise out of the fraud, negligence or wilful default of the Registrar, its affiliates, or their respective directors, agents, officers or employees. The Registrar Agreement may be terminated by either party giving not less than three months’ notice of termination to other party, on specified notice if a party materially breaches the agreement, or if either party goes into liquidation or administration or similar processes.

11. Taxation The following statements are intended as a general guide only to the ownership or disposal of the PME Shares and do not concern the consequences of Readmission or the Acquisition. No statements are made with respect to the tax treatment of the ownership or disposal of the PME Shares in any jurisdiction other than the Isle of Man and the UK. They are not intended to be exhaustive and investors who are subject to tax in any jurisdiction other than the United Kingdom or the Isle of Man or who are in any doubt as to their tax position are strongly advised to seek independent professional advice without delay in connection with the tax consequences of investing in, trading in and disposing of the PME Shares.

11.1 United Kingdom taxation The comments set out below summarise certain aspects of the UK taxation treatment of holders of the PME Shares following the Acquisition and Readmission. They are based on existing law and on what is understood to be current HM Revenue & Customs practice, which is subject to change at any time. The comments are intended as a general guide only and apply to Shareholders resident for tax purposes in the UK (save where express reference is made to persons resident outside the UK) who hold PME Shares, who are the absolute beneﬁcial owners thereof and may not apply to certain types of shareholders such as dealers in securities or insurance companies. Shareholders who are in any doubt about their taxation position, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers immediately.

Tax treatment of UK resident holders UK resident companies that are small, as deﬁned in Part 9A Corporation Tax Act 2009, will be liable to UK tax on the dividend paid by the Company at the prevailing corporation tax rate. However a UK resident company that is small for these purposes may seek relief for the underlying tax, if any, associated with the dividend where the UK company owns 10 per cent. or more of the voting rights in the Company. However, the credit given in the UK for overseas tax suffered on the dividend cannot exceed the UK corporation tax liability on the dividend. A UK resident company that is not small for the purposes of Part 9A Corporation Tax Act 2009 will generally be exempt from UK corporation tax on dividends received from the Company, subject to certain speciﬁc anti-avoidance rules. An individual who is resident in the UK will generally be chargeable to income tax on dividends received from the Company. The rate of tax due on the dividends received from the Company will depend upon the level of income of the individual in the relevant tax year and the percentage interest that the individual holds in the Company. Where a UK resident individual owns an interest of less than 10 per cent. in the Company that individual will be entitled to a notional tax credit equal to 1/9th of the amount of the dividend paid. Consequently, a basic rate taxpayer will have no further UK tax to pay on the dividend,

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD whilst higher rate and additional rate taxpayers will suffer effective tax rates of 25 per cent. and 30.6 per cent. respectively on the cash dividend received. Where a UK individual holds an interest of in excess of 10 per cent. of the Company the applicable rates of tax will be higher as that individual is not entitled to the notional 10 per cent. tax credit. A disposal of PME Shares by a holder who is (at any time in the relevant UK tax year) resident in the UK for tax purposes may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation on chargeable gains, depending on the holder’s circumstances and subject to any available exemption or relief. The attention of individuals resident in the United Kingdom is drawn to the provisions contained in Chapter 2 of Part 13 of the UK Income Tax Act 2007. These provisions are aimed at preventing the avoidance of income tax by individuals through transactions resulting in the transfer of assets or income to persons (including companies) resident or domiciled abroad and may render them liable to taxation in respect of undistributed income and proﬁts of the Company on an annual basis. More generally, the attention of Shareholders is also drawn to the provisions contained in Chapter 1 of Part 13 of the income Tax Act 2007 (for individual Shareholders) and Part 15 of the Corporation Tax Act 2010 (for corporate shareholders) which give powers to HM Revenue & Customs to cancel tax advantages derived from certain transactions in securities. The following comments are intended as a guide to the general UK Stamp Duty and SDRT position and do not relate to persons such as market makers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services, to whom special rules apply. No UK stamp duty or SDRT will be payable on the issue of PME Shares. Following changes to be introduced in Finance Act 2014 with effect from 28 April 2014, it is not expected that stamp duty or stamp duty reserve tax will be payable in connection with a transfer of PME Shares (provided that PME Shares are not listed on a Recognised Stock Exchange).

11.2 Isle of Man taxation The statements set out below are intended only as a general guide to certain current Isle of Man taxation aspects of ownership of PME Shares. The summary does not purport to be an exhaustive analysis of all potential Isle of Man tax and does not cover certain categories of Shareholders such as employees of PME or any of its subsidiaries. If you are in any doubt as to your tax position or if you may be subject to tax in any other jurisdiction, you are strongly recommended to consult an appropriate professional adviser. (a) Tax residence in the Isle of Man PME is resident for taxation purposes in the Isle of Man by virtue of being incorporated in the Isle of Man. (b) Isle of Man taxes The Isle of Man Government levies income tax, applicable to both individuals and companies. The Isle of Man does not operate any capital gains tax, stamp duty, stamp duty land tax or inheritance taxes. A probate fee may be payable in respect of the estate of a deceased Shareholder, these fees currently range from £25 for an estate with a value below £10,000 to £7,500 for estates above £1 million. The standard rate of income tax in the Isle of Man for companies is a zero per cent. with the exception of certain banking income, income from Isle of Man land and property and the proﬁts from certain retailing activity which are all taxed at the 10 per cent. rate. Under this regime, the Company is subject to taxation on its income in the Isle of Man, but the rate of tax is zero per cent. Holders of PME Shares resident in the Isle of Man will, depending on their particular circumstances, be liable to Isle of Man income tax on dividends received from the Company. Furthermore, in the event of a buyback of shares by the Company, or the receipt of proceeds on a winding up of the Company, Isle of Man resident shareholders may, depending upon their circumstances, be liable to income tax in the Isle of Man on the income element of the proceeds received.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD An Isle of Man company has no requirement to make any deduction or withholding of tax on dividends paid to shareholders, wherever resident. Shareholders resident outside the Isle of Man will have no liability to Isle of Man income tax on dividends received from the Company, or on the proceeds of any share buyback by the Company or on any winding up of the Company.

12. Working capital In the Existing Directors and the Proposed Directors’ opinion, having made due and careful enquiry, the working capital available to the Enlarged Group will, from Readmission, be sufﬁcient for its present requirements, that is, for at least the twelve months from Readmission.

13. Related party transactions

The Company Save as set out below and in note 22 to the Company’s audited financial statements for the year ended 31 December 2011, note 21 to the Company’s audited financial statements for the year ended 31 December 2012 and note 20 to the Company’s audited financial statements for the year ended 31 December 2013 (each of which is incorporated by reference in this document), the Group did not enter into any transactions with related parties during the three years ended 31 December 2013. Save for the documents entered into in connection with the Acquisition, the Restructuring and Readmission (including the Directors’ new service contracts and letters of appointment), the Group has not entered into any transactions with related parties in the period from 1 January 2014 to the date of this document. PME is a party to a consultancy agreement dated 15 May 2013 with Thabilo Financial Consulting Services CC (‘‘Thabilo’’), a company of which Steyn Delport is a director and the sole member, under which Thabilo provides certain consultancy services relating to the Company’s investments in Sheltam through the services of Steyn Delport. Under the consultancy agreement, Thabilo has received from the Company a monthly fee of US$10,000, and will receive from the Company a final fee equal to six months of the monthly payment on completion of the Acquisition. This consultancy agreement will be terminated subject to and with effect from completion of the Acquisition pursuant to a deed of termination executed between PME and Thabilo. The Company and James Peggie entered into a consultancy services letter agreement on 1 January 2013, under which James Peggie provides certain consultancy services in relation to PME Locomotives and PME Properties. Under this consultancy agreement, James Peggie receives a monthly fee of US$2,500 from the Company. This agreement will be terminated subject to and with effect from completion of the Acquisition pursuant to a deed of termination executed between PME and James Peggie.

Sheltam Save as set out below and in note 31 to Sheltam’s audited financial statements for the year ended 31 December 2012 and note 32 to Sheltam’s audited financial statements for the year ended 31 December 2013 (each of which is set out in Part V of this document), the Sheltam Group did not enter into any transactions with related parties during the three years ended 31 December 2013. Save for the documents entered into in connection with the Acquisition, the Restructuring and Readmission (including the new service contracts to be entered into with Sheltam by certain Proposed Directors), the Sheltam Group has not entered into any transactions with related parties in the period from 1 January 2014 to the date of this document. The following premises are leased by Sheltam Pty from trusts controlled by Roy Puffett, who is currently the Managing Director of, and a shareholder in, Sheltam: (a) Offices at 127 Villiers Road, Walmer, Port Elizabeth. This premises is used as the head office of Sheltam Pty and is leased by Sheltam Pty from Hyde Park Trust, an entity controlled by Roy Puffett, for an initial monthly rental of ZAR 13,950,000. The rental is subject to an annual increase at the latest annual Producer Price Index effective on the anniversary date of the lease. The lease was entered into on 5 March 2007 with an initial term of 12 months from the deemed commencement date of 1 March 2007 and has continued since that time on a rolling basis. The lease is terminable on two months’ notice from either party to the other.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (b) A property at 11 Auckland Street, Cape Town. The lease of this property was entered into between Sheltam Pty and 11 Auckland Park Trust (an entity controlled by Roy Puffett) on 5 March 2007 with an initial term of 12 months from the deemed commencement date of 1 March 2007 and has continued since that time on a rolling basis. The lease is terminable on two months’ notice from either party to the other. The initial rental was ZAR 13,950.00 per month, subject to an annual increase at the latest annual Producer Price Index effective on the anniversary date of the lease.

(c) A property at 25 Auckland Street, Cape Town. The lease of this property was entered into between Sheltam Pty and 25 Auckland Park Trust (an entity controlled by Roy Puffett) on 5 March 2007 with an initial term of 12 months from the deemed commencement date of 1 March 2007 and has continued since that time on a rolling basis. The lease is terminable on two months’ notice from either party to the other. The initial rental was ZAR 29,060.00 per month, subject to an annual increase at the latest annual Producer Price Index effective on the anniversary date of the lease.

(d) Three residential properties at 5 Kerk Street, Waterfall Boven; 7 Alpha Avenue, Waterfall Boven; and 51 Zasm Avenue, Waterfall Boven, leased from the Sheltam Property Trust (an entity controlled by Roy Puffett) to Sheltam Pty.

The leases of 5 Kerk Street and 7 Alpha Avenue were entered into on 5 March 2007 with an initial term of 12 months from the deemed commencement date of 1 March 2007 and have continued since that time on a rolling basis. These leases are terminable on two months’ notice from either party to the other. The initial rental under both of these leases was ZAR 1,745.00 per calendar month and the rental is subject to an annual increase at the latest annual Producer Price Index effective on the anniversary date of the lease.

The lease of 51 Zasm Avenue was entered into on 5 March 2007 with an initial term of 12 months from the commencement date of 1 December 2007 and has continued since that time on a rolling basis. The lease is terminable on two months’ notice from either party to the other. The initial rental under this lease was ZAR 1,162.00 per calendar month and the rental is subject to an annual increase at the latest annual Producer Price Index effective on the anniversary date of the lease.

Each of 5 Kerk Street, 7 Alpha Avenue and 51 Zasm Avenue is currently sublet to individual employees of the Sheltam Group. In each case, the sublease between Sheltam Pty and the individual occupying the premises is on substantially the same terms as the leases with the Sheltam Property Trust, save for the initial monthly rentals which is ZAR 900.00 for all three subleases. This amount is subject to an annual increase at the latest annual Producer Price Index.

14. Litigation Save as set out below, there are no governmental, legal or arbitration proceedings (and no such proceedings are pending or threatened of which the Company is aware) during the 12 months prior to the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company, the Group or any member of the Enlarged Group.

Dovetel Litigation Dovetel owes PME approximately US$356,000 in respect of outstanding shareholder loans made by PME and Dovetel is also in arrears on its rental payments in respect its tenancy of part of Peninsula House. PME accordingly served a winding-up petition on Dovetel in January 2013. However, as a result of a separate third party application, Dovetel was placed into administration in late April 2013. On 15 May 2013, PME’s winding up petition was stayed pending appeals against the administration order. PME is also in the process of applying for leave of the court to evict Dovetel as tenant from Peninsula House. PME will continue to press for a repayment of its debts through the winding-up petition alongside the eviction process set out above.

The Directors do not anticipate that there will be any ﬁnancial implications for the Company other than the necessary legal and court costs to protect PME’s interest.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD 15. Executive Share Option Plan The Company is proposing to establish an Executive Share Option Plan, subject to Shareholder approval and conditional on Readmission. A summary of the main terms of the ESOP is set out below.

15.1 Administration The ESOP will be administered by the Board (or a duly constituted committee of the Board) in accordance with its rules and, in the case, of executive directors a committee of non-executive directors of the Company.

15.2 Eligible Employees Options may be granted to any employees or executive directors of the Group except that no options may be granted under the ESOP to Roy Puffett.

15.3 Grant of options Options may be granted: (a) within the period of three months following: * Readmission; or * the date of adoption of the ESOP; or (b) during the period of 42 days following: * the announcement of the Company’s annual results for any ﬁnancial period; * the expiry of restrictions imposed on the Company; * the announcement or coming into force of any amendments to legislation affecting share option plans; or * at any other time if the Board resolves that it is appropriate to grant options. Options will be granted over PME Shares. No option may be granted later than ten years from the date of adoption of the ESOP. Options granted under the Plan are personal to the optionholder and may not be transferred. No consideration is payable for the grant of an option. Beneﬁts under the ESOP are not pensionable.

15.4 Exercise price The exercise price at which options may be exercised will be set by the Board and cannot be less than the greater of: (a) the nominal value of a PME Share (if PME Shares are to be subscribed); and (b) at any time when the PME Shares are listed, the middle-market quotations of a PME Share as derived from the AIM Appendix to the Ofﬁcial List on the dealing day immediately preceding the date of grant of an option (or if the Board determines, the average of the quotations for the three dealing days immediately before the date of grant of an option).

15.5 Plan Limits The following limits apply to limit the number of new PME Shares which may be issued under the ESOP: (a) no option may be granted under the ESOP if, as a result, the aggregate number of PME Shares issued and issuable pursuant to options granted under the ESOP, or under any other employees’ share plan adopted by the Company in general meeting would in any period of ten years exceed 10 per cent. of the issued ordinary share capital of the Company; (b) no option may be granted under the ESOP if, as a result, the aggregate number of PME Shares issued and issuable pursuant to options granted under the ESOP or any other executive share option plan adopted by the Company in general meeting would in any period of ten years exceed 5 per cent. of the issued share capital of the Company; and PME Shares issued or issuable on exercise of options granted under the ESOP within the period of three months from Readmission will not count towards these limits.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD The ESOP permits options to be granted over newly issued PME Shares.

15.6 Individual Limits The Board will not, in any ﬁnancial year, grant to an eligible employee options under the ESOP over PME Shares worth more on the date of grant than a maximum of 400 per cent. of the employee’s annual remuneration. Normally the Board will not in any ﬁnancial year grant options in excess of 200 per cent. of an eligible employee’s annual remuneration.

15.7 Exercise of options An option will normally be exercisable between the third and tenth anniversary of the date of grant if any performance target imposed by the Board has been satisﬁed. If the optionholder dies, or if the optionholder’s employment terminates because of injury, disability, ill-health, redundancy, retirement, his employer ceasing to be a member of the Enlarged Group or because the business in which he is employed is transferred out of the Enlarged Group his option will be exercisable for 12 months from the third anniversary of the date of grant if any performance target is met. If an optionholder ceases to be employed for any other reason his options will lapse unless the Board determines otherwise, in which case his option will be exercisable if any performance target is met. The Board may permit options to become exercisable on cessation of employment earlier than three years from the date of grant. Options will lapse ten years from the date of grant. Special provisions will apply in the event of a takeover or liquidation of the Company. Options will be exercisable for a ﬁxed period if any performance target has been met at the relevant date.

15.8 Performance measures If it is determined that the exercise of options under the ESOP is to be subject to performance targets, the most appropriate performance measures will be determined by the Board based on current market practice, any relevant institutional investor guidelines and the environment within which the Enlarged Group operates.

15.9 PME Shares PME Shares issued on the exercise of an option will rank pari passu with existing PME Shares except for any rights attached to the PME Shares by reference to a record date before the date of allotment. The Company will use its reasonable endeavours to obtain admission to trading on AIM (or other relevant stock exchange) for any PME Shares so allotted.

15.10 Variation of Share Capital On any variation of the share capital of the Company by way of capitalisation or rights issue or by consolidation, sub-division or reduction of capital or otherwise, the Board must consult the Company’s auditors and consider their proposal. The Board may then make adjustments it considers appropriate to the exercise price and/or the number and/or the denomination of PME Shares comprised in an option and/or the limits on the number of PME Shares subject to the ESOP, but so that there is no increase in the exercise price or reduction below nominal value.

15.11 Amendments to the ESOP The Board may amend the ESOP at any time in any respect. The rules of the ESOP relating to eligibility, limits on the number of PME Shares available under the ESOP, the basis for determining an eligible employee’s participation and adjustments for a variation of capital and to the amendment of the ESOP may not, however, be amended to the advantage of existing or future optionholders without the prior approval of the Shareholders except that the Board may: (a) make any amendments necessary to take account of a change in legislation and to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any of its subsidiaries or any optionholder; and (b) make minor amendments to beneﬁt the administration of the ESOP. No amendment may be made to alter to the material disadvantage of any optionholder any rights already acquired by him without the consent of optionholders holding options over at least 75 per cent. of the total number of PME Shares under option under the ESOP.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD Eligible employees to whom options are granted under the ESOP are recommended to seek independent advice in connection with their participation in the ESOP. In particular, they are recommended to seek advice on the tax implications and any exchange control issues arising from the grant, holding or exercise of rights under the ESOP. For optionholders in South Africa, beneﬁts under the ESOP may affect their foreign exchange capital allowance.

16. General (a) The accounting reference date of the Company is 31 December. (b) Smith & Williamson has given and not withdrawn its written consent to the inclusion in this document of its name and the references to it in the form and context in which it appears. (c) Oriel Securities has given and not withdrawn its written consent to the inclusion in this document of its name and the references to it in the form and context in which it appears. (d) The total costs and expenses payable by the Company in connection with the Proposals (including professional fees, commissions, the costs of printing and the fees payable to the Registrars) are estimated to amount to approximately £1.9 million (approximately US$3.2 million) (excluding VAT). (e) The PME Shares will be in registered form and may be held in uncertificated form in CREST. In the case of PME Shares held in uncertificated form, Share Registrars Limited will be in charge of keeping the records. CREST accounts are expected to be credited with entitlements to PME Shares to be held in uncertificated form as soon as practicable after Readmission. For those Vendors who elect to receive PME Shares to be issued pursuant to the Acquisition in certificated form, definitive share certificates are expected to be despatched to such persons by post at their own risk within seven days of Readmission. Temporary documents of title will not be issued in connection with the Acquisition. (f) Where information in this document has been sourced from a third party, the Company confirms that it has been accurately reproduced and, as far as it is aware and is able to ascertain from the information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. (g) The Company’s principal investments in progress and since incorporation are as set out in Part II of this document together with details of the proposed increase of its investment in Sheltam. Neither Sheltam nor any member of the Enlarged Group has made any other firm commitment in respect of any other investments, including in relation to the Enlarged Group. (h) There has been no material or significant change in the financial or trading position of the Company or any member of the Enlarged Group since the last published audited accounts of the Company and the audited accounting information on Sheltam set out (or incorporated by reference) in Part V of this document. (i) There has been no public takeover bid for the whole or any part of the share capital of any member of the Enlarged Group prior to the date of this document. There are no mandatory takeover bids and/or squeeze out and sell out rules in relation to the PME Shares. (j) Save as otherwise disclosed in this document, no person (excluding professional advisers as stated in this document and trade suppliers) has received directly or indirectly, from the Company, within the 12 months preceding the date of the Company’s application for Readmission, and no persons have entered into contractual arrangements to receive, directly or indirectly from the Company on or after Readmission: (i) fees totalling £10,000 or more; (ii) securities in the Company with a value of £10,000 or more calculated by reference to the middle market price of the PME Shares as at the close of business on 25 June 2014, being the trading day immediately prior to the Suspension Date; or (iii) any other benefit with a value of £10,000 or more at the date of Readmission. (k) There are no arrangements contemplated involving any member of the New Shareholder Group where the payment of interest on, repayment of or security for any liability (contingent or otherwise) will depend to any significant extent on the business of the Company.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD (l) Save as disclosed in paragraph 7 of this Part VI, there is no agreement, arrangement or understanding (including any compensation arrangement) that exists between the New Shareholder Group or any person acting in concert with it and any of the Existing Directors, recent Directors, the Proposed Directors, recent Shareholders or Shareholders which has any connection with or dependence on the Acquisition. (m) Save for the Shareholders Agreement and the Stabilisation and Relationship Agreement there is no agreement, arrangement or understanding that exists for the transfer of any PME Shares held by the New Shareholder Group following the Acquisition to any other person. (n) Save as set out in this document, there have not been any significant trends concerning the development of the Enlarged Group’s business since 31 December 2013, the date of the latest published accounts of the Group. (o) Save as disclosed in this document, there are no patents or other intellectual property rights, licences, particular contracts or new manufacturing processes which are of fundamental importance to the business of the Group or material to the business or profitability of any member of the Enlarged Group. (p) There are no arrangements in place under which dividends on the PME Shares are to be waived or are agreed to be waived. (q) Save as disclosed in this document, so far as the Company and Directors are aware, there are no environmental issues that may affect the Group’s utilisation of its tangible fixed assets.

17. Availability of this document Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the ofﬁces of Smith & Williamson, 25 Moorgate, London EC2R 6AY (+44 (0)20 141 4000) for a period of not less than one month from the date of Readmission. This document is also available for download at the Company’s website at www.pmeinfrastructure.com and will be available from the Enlarged Group’s website at www.sheltam.com from Readmission.

18. Documents available for inspection Copies of the following documents will be available for inspection at the offices of Hogan Lovells International LLP 50 Holborn Viaduct London EC1A 2FG during normal business hours on any day (Saturdays, Sundays and public holidays excepted) until the date of Readmission. The below documents are also available for download at the Company’s website at www.pmeinfrastructure.com: (a) the memorandum and articles of association of PME; (b) the audited financial statements of PME for the three years ended 31 December 2013; (c) the audited financial statements of Sheltam for the three years ended 31 December 2013; (d) the service and other contracts referred to in paragraph 7 above; and (e) this document.

17 July 2014

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD PME AFRICAN INFRASTRUCTURE OPPORTUNITIES PLC (the ‘‘Company’’) (Incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 with registered number 120060C)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at 10:00 a.m. on 11 August 2014 at its registered ofﬁce at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB for the purposes of considering and, if thought ﬁt, passing the following resolutions:

ORDINARY RESOLUTIONS

1. THAT, subject to the satisfaction or waiver by the Company of the conditions speciﬁed in the acquisition agreement entered into on 17 July 2014 by the Company, PME RSACO, Roy Puffett and the Sheltam Rail Trust, the acquisition by PME RSACO of the issued share capital of Sheltam Holdings (Proprietary) Limited not already owned by PME RSACO and certain shareholder loans, in accordance with the terms of such acquisition agreement, be approved, together with the resulting cessation of the Company’s investing policy and fundamental change in its business and board control, in accordance with Rule 8 and Rule 14 of the AIM Rules for Companies published by London Stock Exchange plc. 2. THAT, conditional upon the passing of resolution 1 above: (a) the PME African Infrastructure Opportunities Plc Executive Share Option Plan (the ‘‘Plan’’), the principal features of which are summarised in the admission document issued by the Company and dated 17 July 2014 and the draft rules of which have been produced to the meeting and, for the purposes of identiﬁcation only, initialled by the Chairman, be adopted; and (b) the directors of the Company be authorised to do all acts and things necessary to implement the Plan including making any changes to the rules of the Plan as may be necessary to obtain any approvals which the directors consider necessary or desirable to obtain and/or to comply with London Stock Exchange (including AIM) requirements and/ or any institutional investor guidelines or requirements.

SPECIAL RESOLUTIONS

3. THAT, conditional upon the passing of resolution 1 above and upon completion of the acquisition contemplated by resolution 1 above, the name of the Company be changed to ‘‘Sheltam plc’’. 4. THAT the form of memorandum and articles of association produced to the meeting and, for the purposes of identiﬁcation only, initialled by the Chairman be adopted as the memorandum and articles of association of the Company in substitution for, and the exclusion of, the existing memorandum and articles of association of the Company.

Registered Ofﬁce: By Order of the Board Millennium House Ian Dungate 46 Athol Street Assistant Secretary Douglas Isle of Man IM1 1JB British Isles Dated: 17 July 2014

Notes: A copy of the Company’s existing memorandum and articles of association and the proposed new memorandum and articles of association marked to show all the changes will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at the Company’s registered ofﬁce address. The proposed new memorandum and articles of association will also be available for inspection at the extraordinary general meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him/her; a proxy need not be a member of the Company. In the case of joint-holders, if more than one of such joint-holder is present, only the person whose name stands ﬁrst in the Register of Members in respect of the relevant joint-holding will be entitled to vote, whether in person or by proxy. A form of proxy accompanies this Notice. Completion and return of the form of proxy will not preclude a member from attending and voting at the Meeting, if he/she so wishes. In the event that a member who has lodged a form of proxy attends the Meeting, his/her form of proxy will be deemed to have been revoked. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certiﬁed copy of such power of attorney or authority, should be deposited at Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles (Attention: Ian Dungate on Fax: +44 (0)1624 692 601) by no later than 48 hours before the date appointed for holding the meeting. Please advise if you are attending the meeting in person by contacting Galileo Fund Services Limited, on the telephone number +44 (0)1624 692 600. Terms referred to in this Notice have the meaning given to them in the admission document of the Company dated 17 July 2014.

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c110275pu050 Proof 6: 17.7.14_15:30 B/L Revision: 0 Operator ChoD imprima — C110275