THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 4 of this Circular have been used in this front cover. If you are in any doubt as to the action you should take, please consult your CSDP, Broker, banker, legal advisor, accountant or other professional advisor immediately. ACTION REQUIRED Shareholders are referred to page 3 of this Circular, which sets out the detailed action required of them in respect of this Circular. DAWN does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of a Dematerialised Shareholder to notify such Shareholder of the details of this Circular. This Circular is issued in compliance with the Listings Requirements, for the purpose of providing information with regards to DAWN. The rights that are represented by the Form of Instruction in respect of the Letters of Allocation are valuable and may be sold on the JSE. Letters of Allocation can, however, only be traded in dematerialised form and accordingly, all Letters of Allocation have been issued in dematerialised form. The Rights Offer Shares, upon their issue, will rank pari passu with all other DAWN Shares of the same class. There are no conversion or redemption provisions relating to the Rights Offer Shares. The allocation of Rights Offer Shares will be such that only whole numbers of Rights Offer Shares will be issued and Shareholders will be entitled to rounded numbers of Rights Offer Shares based on the conventional rounding principle (as set out in Annexure 2 to this Circular). The Rights Offer may be affected by the laws of the relevant jurisdictions of foreign Shareholders. Such foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of this Circular that may affect them, including the Rights Offer. It is the responsibility of any foreign Shareholder to satisfy himself as to the full observation of the laws and regulatory requirements of the relevant jurisdiction in connection with the Rights Offer, including the obtaining of any governmental, exchange control or other consent or the making of any filings which may be required, the compliance with other necessary formalities, the payment of any issue, transfer or other taxes or other requisite payments due in such jurisdiction. The Rights Offer is governed by the laws of South Africa and is subject to any applicable laws and regulations, including the Exchange Control Regulations. Any foreign Shareholder who is in doubt as to his position, including without limitation, his tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay. In this regard, the attention of foreign Shareholders is drawn to paragraph 9 of this Circular which sets out in detail the position of foreign Shareholders. DISTRIBUTION AND WAREHOUSING NETWORK LIMITED (Incorporated in the Republic of South Africa) (Registration number 1984/008265/06) Share code: DAW & ISIN code: ZAE000018834 ("DAWN" or "the Company") CIRCULAR TO SHAREHOLDERS relating to: A partially underwritten renounceable Rights Offer to Shareholders of a total of 358 million Rights Offer Shares at a Rights Offer Issue Price of R1.00 each, in the ratio of 147.83904 Rights Offer Shares for every 100 DAWN Shares held on Friday, 7 April 2017, which Rights Offer opens on Monday 27 March 2017; and enclosing: a Form of Instruction for Shareholders (for use by Certificated Shareholders only). Financial Advisor and Transaction Sponsor to the Rights Offer Legal Advisor to DAWN Underwriter to the Rights Offer Date of issue: Monday, 20 March 2017 This Circular is only available in English. Copies of this Circular may be obtained at the registered offices of the Company at the address set out in the "Corporate Information" section of the Circular from Monday, 20 March 2017 to Friday, 7 April 2017 and is also available on the Company's website www.dawnltd.co.za from Monday, 20 March 2017. CORPORATE INFORMATION Company secretary iThemba Governance and Statutory Solutions Proprietary Limited (Registration number 2008/008745/07) Route 21 Corporate Park 72 Regency Drive Block A, Irene 0157 (PO Box 25160, Monument Park, 0105, South Africa) Legal Advisor to DAWN White & Case LLP (Registration number 2010/003226/10 4th Floor, Tower 2 102 Rivonia Road Sandton 2196 (PO Box 784440, Sandton, 2146) Financial Advisor and Transaction Sponsor The Corporate Finance division of Investec Bank Limited (Registration number 1969/004763/06) 2nd Floor 100 Grayston Drive Sandown Sandton, 2196 (PO Box 785700, Sandton, 2146) Underwriter to the Rights Offer RECM and Calibre Limited (Registration number 2009/012403/06) 6th Floor, Claremont Central 8 Vineyard Road Claremont Cape Town, 7700 (PO Box 45040, Claremont, 7735) Registered Office of DAWN (Registration number 1984/008265/06) Corner Barlow Road and Cavaleros Drive Jupiter, Extension 3 Germiston, 1401 (PostNet Suite number 100, Private Bag X1037, Germiston, 1400, South Africa) Date and Place of Incorporation: 17 August 1984, Pretoria, South Africa Company website: www.dawnltd.co.za Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) Rosebank Towers 15 Biermann Avenue Rosebank 2196 (PO Box 61051, Marshalltown, 2107) Sponsor to DAWN Deloitte & Touche Sponsor Services (Pty) Ltd (Registration number 1996/000037/07) Building 8, Deloitte Place The Woodlands 20 Woodlands Drive Woodmead, 2196 (Private bag X6 Gallo Manor, 2052) 1 TABLE OF CONTENTS The definitions and interpretations commencing on page 4 of this Circular have been used in the following table of contents. Page Corporate information Inside cover Important dates and times 2 Action required by Shareholders 3 Definitions and interpretations 4 Circular to Shareholders 1. Introduction 7 2. Purpose of the Rights Offer 7 3. Particulars of the Rights Offer 8 4. Underwriting 9 5. Procedure for acceptance, renunciation and sale of rights 10 6. Statement as to listing on stock exchange 12 7. South African law 12 8. Exchange Control Regulations 12 9. Foreign Shareholders 13 10. Tax consequences of the Rights Offer 14 11. Jurisdiction 14 12. Nature of business and prospects of the Company 14 13. Information relating to Directors 15 14. Share capital 16 15. Price and volume history of DAWN Shares on the JSE 17 16. Litigation statement 17 17. Expenses of the Rights Offer 17 18. Consents 17 19. Disclosure of conflict 18 20. Directors' responsibility statement 18 21. Documents and consents available for inspection 18 Annexure 1: Price and volume history of DAWN Shares on the JSE 19 Annexure 2: Table of entitlement 20 Annexure 3: Information on the Underwriter 22 Form of Instruction (for Certificated Shareholders in respect of a Letter of Allocation) Attached 2 IMPORTANT DATES AND TIMES 2017 Declaration date announcement released on SENS on Monday, 13 March Finalisation date announcement released on SENS on Wednesday, 15 March Last day to trade in DAWN Shares in order to participate in the Rights Offer Monday, 20 March Listing and trading of Letters of Allocation on the JSE under JSE code: DAWN and ISIN: ZAE000242293 commences at 09:00 Wednesday, 22 March DAWN Shares commence trading on the JSE ex-Rights Offer entitlement Wednesday, 22 March Rights Offer Circular and Form of Instruction distributed to Certificated Shareholders Thursday, 23 March Record Date for determination of Shareholders entitled to participate in the Rights Offer (Initial Record Date) Friday, 24 March Dematerialised Shareholders will have their accounts at their CSDP or Broker automatically credited with their entitlement Monday, 27 March Certificated Shareholders on the Register will have their entitlement credited to their accounts held with the Transfer Secretaries Monday, 27 March Rights Offer opens at 09:00 on Monday, 27 March Rights Offer Circular distributed to those Dematerialised Shareholders who have elected to receive documents in hard copy Tuesday, 28 March Last day to trade Letters of Allocation on the JSE Tuesday, 4 April Rights Offer Shares listed and trading therein commences on the JSE Wednesday, 5 April Payment to be made and Form of Instruction to be lodged with the Transfer Secretaries by Certificated Shareholders by 12:00 Friday, 7 April Rights Offer closes at 12:00 Friday, 7 April Record Date for Letters of Allocation (Final Record Date) Friday, 7 April Rights Offer Shares issued Monday, 10 April Dematerialised Shareholders' accounts updated and debited by CSDP or Broker (in respect of payment for Rights Offer Shares) Monday, 10 April Certificates distributed to Certificated Shareholders (in respect of the Rights Offer Shares) Monday, 10 April Results of Rights Offer announced on SENS Monday, 10 April Notes: 1. All references to dates and times are to local dates and times in South Africa. 2. Dematerialised Shareholders are required to inform their CSDP or Broker of their instructions in terms of the Rights Offer in the manner and time stipulated in the agreement governing the relationship between the Shareholder and their CSDP or Broker. 3. Share certificates may not be dematerialised or rematerialised between Wednesday, 22 March 2017 and Friday, 24 March 2017, both days inclusive. 4. Dematerialised Shareholders will have their accounts at their CSDP or Broker automatically credited with their rights and Certificated Shareholders will have their rights credited to their accounts at the Transfer Secretaries. 5. CSDPs effect payment in respect of Dematerialised Shareholders on a delivery-versus-payment method. 3 ACTION REQUIRED BY SHAREHOLDERS The definitions and interpretations commencing on page 4 of this Circular apply to this section. 1. DEMATERIALISED SHAREHOLDERS If you hold DAWN Shares in dematerialised form (including where you have elected own-name registration) you will not receive a printed Form of Instruction. Your CSDP or Broker will contact you to ascertain: whether you wish to follow all or some of your rights in terms of the Rights Offer and in respect of how many Rights Offer Shares; whether you wish your CSDP or Broker to endeavour to procure the sale of your rights on the JSE on your behalf and if so, in respect of how many rights; whether you wish to renounce your rights and if so, how many rights you wish to renounce and the details of the renouncee; or whether you wish for your rights in respect of the Rights Offer to lapse. Your CSDP or Broker will credit your account with the number of rights to which you are entitled in terms of the Rights Offer. If you do not hear from your CSDP or Broker, you should contact them and furnish them with your instructions. If your CSDP or Broker does not obtain instructions from you, they are obliged to act in terms of the custody agreement entered into between you and them. 2. CERTIFICATED SHAREHOLDERS A Form of Instruction is enclosed for use by Certificated Shareholders only. The rights in respect of such form are negotiable and can be sold on the JSE. If you hold your DAWN Shares in certificated form and you wish to subscribe for some or all of the Rights Offer Shares allocated to you, you must complete the Form of Instruction enclosed herewith in accordance with the instructions contained therein and lodge it, together with payment for the amount due in respect thereof, with the Transfer Secretaries, whose details are set out on the inside front cover of this Circular, by no later than 12:00 on Friday, 7 April 2017. If you do not wish to subscribe for all of the Rights Offer Shares allocated to you, you may sell or renounce your rights or allow them to lapse. In such event, you must complete the relevant section of the Form of Instruction and return it to the Transfer Secretaries to be received by no later than 12:00 on Tuesday, 4 April 2017, if you wish to sell, and by no later than 12:00 on Friday, 7 April 2017, if you renounce your rights. If you intend to allow your rights to lapse, you need not take any action. 3. IF YOU HAVE DISPOSED OF YOUR SHARES If you have disposed of your DAWN Shares, please forward this Circular and form of instruction to the purchaser of such DAWN Shares or to the Broker or agent through whom the disposal was effected. Note: If you are in any doubt as to the action you should take, please consult your CSDP, Broker, banker, legal advisor, accountant or other professional advisor immediately. DAWN does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of a Dematerialised Shareholder to notify such Shareholder of the Rights Offer. 4 DEFINITIONS AND INTERPRETATIONS In this Circular and the Annexures hereto, unless a contrary intention is indicated, an expression which denotes a gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa, and the expressions set out in the first column bear the meanings assigned to them in the second column "Board" or "Directors" the board of directors of DAWN, as set out on page 7 of this Circular; "Broker" any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act; "Business Day" any day other than a Saturday, Sunday or official public holiday in South Africa; "Certificated DAWN Shares" DAWN Shares which are evidenced by physical Documents of Title which have not yet been surrendered for Dematerialisation in terms of Strate; "Certificated Shareholders" holders of Certificated DAWN Shares; "CIPC" Companies and Intellectual Property Commission, established in terms of the Companies Act; "Circular" all documents and Annexes bound herein, dated Monday, 20 March 2017; "Committed Shareholders" Certain Shareholders who irrevocably committed to follow their rights equal to the amounts listed in paragraph 3.3; "Common Monetary Area" collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; "Coronation" Coronation Asset Management Proprietary Limited (Registration number 1993/002807/07); "CSDP" a Central Securities Depository Participant appointed by a shareholder for purposes of, and in regard to, Dematerialisation and to hold and administer securities or an interest in securities on behalf of a shareholder; "DAWN" or "Company" Distribution and Warehousing Network Limited (Registration number 1984/008265/06) a limited liability public company duly incorporated and registered in accordance with the company laws of South Africa, the entire issued share capital of which is listed on the main board of the JSE; "DAWN Ordinary Shares" ordinary shares of no par value in the share capital of DAWN, currently numbering 1 990 000 000 of the authorised share capital of DAWN; "DAWN Shares" ordinary shares in DAWN; "DAWN Shareholders" or "Shareholders" all Certificated Shareholders and Dematerialised Shareholders; "Dematerialisation" the process whereby certificated shares are converted to an electronic form as uncertificated shares and recorded in the Sub-Register of shares maintained by a CSDP; "Dematerialised DAWN Shares" DAWN Shares which have been incorporated into the Strate system, title to which is no longer represented by physical Documents of Title; "Dematerialised Shareholders" holders of Dematerialised DAWN Shares; "Documents of Title" share certificates and/or certified transfer deeds and/or balance receipts or any other documents of title in respect of DAWN Shares; "EFT" electronic funds transfer; "Emigrant" an emigrant from South Africa whose address is outside the Common Monetary Area; 5 "Exchange Control Regulations" the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act (Act 9 of 1933), as amended; "Financial Markets Act" the Financial Markets Act, No. 19 of 2012, as amended, which has replaced the Securities Services Act, (Act No. 36 of 2004); "Final Record Date" the Record Date for determining the persons to whom the Rights Offer Shares will be issued, being Friday, 7 April 2017; "Form of Instruction" the form of instruction in respect of the Letter of Allocation reflecting the entitlement of Certificated Shareholders to subscribe for Rights Offer Shares and on which Certificated Shareholders should indicate whether they wish to take up, sell or renounce all or some of their rights, which form is enclosed with this Circular; "General Meeting Circular" the circular to DAWN Shareholders, dated Thursday, 2 February 2017, including the annexures thereto, the Notice of the general meeting and the form of proxy in respect of the general meeting; "Group" DAWN and its subsidiaries; "Initial Record Date" the record date for determination of Shareholders entitled to participate in the Rights Offer, being Friday, 24 March 2017; "Investec" or "Financial Advisor and Transaction Sponsor" Investec Bank Limited (Registration number 1969/004763/06), a limited liability public company duly incorporated in South Africa, acting through its Corporate Finance division; "JSE" the JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act (Act No. 19 of 2012); "Last Practicable Date" the last practicable date prior to finalisation of this Circular, being Friday 17 March 2017; 'Legal Advisor to DAWN" or "White & Case") White & Case LLP of 102 Rivonia Road, 4th Floor Block B, Sandton; "Letters of Allocation" renounceable nil paid letters of allocation to be issued to Shareholders in electronic form, conferring the right to subscribe and pay for a pro rata portion of the allotment of Rights Offer Shares and which are also referred to in this Circular, in respect of holders of Certificated DAWN Shares, as the Form of Instruction; "Listings Requirements" the JSE Listings Requirements, as amended from time to time; "MOI" Memorandum of Incorporation; "Own-name Registration" Dematerialised Shareholders who have instructed their CSDP to hold their DAWN Shares in their own name on the uncertificated securities registers of DAWN; "RAC" or the "Underwriter" RECM and Calibre Limited (Registration number 2009/012403/06) a limited liability company duly incorporated in accordance with the laws of the Republic of South Africa; "Rand" or "R" the South African Rand, the lawful currency of South Africa; "Register" the Register of Certificated Shareholders maintained by the Transfer Secretaries, including the Sub-Register; "Regulations" the Companies Regulations, 2011, published pursuant to section 223 of the Companies Act; 6 "Rights Offer" the renounceable rights offer by DAWN to Shareholders to subscribe for 358 129 576 Rights Offer Shares at an issue price of R1.00 per share per Rights Offer Share, in the ratio of 147.83904 for every 100 DAWN Shares held by them on the Initial Record Date; "Rights Offer Issue Date" the third Business Day following the date upon which DAWN Shares are issued in terms of the Rights Offer; "Rights Offer Issue Price" the issue price of R1.00 per Rights Offer Share issued pursuant to the Rights Offer; "Rights Offer Quantum" an amount of approximately R350 million (three hundred and fifty million Rand) (excluding the 8 129 576 Rights Offer Shares attached to the Treasury DAWN Shares); "Rights Offer Shares" The 358 129 576 DAWN Shares to be issued pursuant to the Rights Offer, "Shareholders" holders of DAWN Shares, including Certificated Shareholders and Dematerialised Shareholders; "Securities Transfer Tax" Securities Transfer Tax in terms of the Securities Transfer Tax Act, 2007 (Act No. 25 of 2007); "SENS" the Stock Exchange News Service, being the news service operated by the JSE; "South Africa" the Republic of South Africa; "Strate" Strate Proprietary Ltd (Registration number 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system on the JSE; "Sub-Register" the list of shareholders maintained by a CSDP and forming part of the Register; "Subsidiaries" has the meaning given to that term in the Companies Act; "Transfer Secretaries" Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company duly incorporated under the laws of South Africa; "Treasury DAWN Shares" the DAWN Shares held by Subsidiaries of DAWN from time to time (being 5 498 937 DAWN Shares as at the Last Practicable Date); "Ukhamba" Ukhamba Holdings Proprietary Limited (registration number 1998/017702/07), a private company duly in accordance with the with the company laws of South Africa; "Underwriter" RAC; "Underwriting Agreement" the underwriting agreement entered into between DAWN and RAC in terms of which RAC has agreed to underwrite the Underwritten Shares Value on the terms and conditions set out therein; "Underwriting Fee" the amount payable by DAWN to the Underwriters for providing the underwriting commitment, being 4% of the Underwritten Shares Value by the Underwriters; "Underwritten Shares" such number of Rights Offer Shares, subject to a maximum of 201 026 865 (two hundred and one million twenty six thousand eight hundred and sixty five) Rights Offer Shares; "Underwritten Shares Value" the amount of R201 026 865 (two hundred and one million twenty six thousand eight hundred and sixty five Rand); "VAT" value added taxation, in terms of the Value Added Tax Act (Act 89 of 1991), as amended; and "VWAP" volume weighted average share price. 7 DISTRIBUTION AND WAREHOUSING NETWORK LIMITED (Incorporated in the Republic of South Africa) (Registration number 1984/008265/06) Share code: DAW & ISIN code: ZAE000018834 ("DAWN" or "the Company") Directors Executive Stephen Connelly (Chief Executive Officer), David Austin (Chief Financial Officer) Ren Roos (Executive Director) Non-executive Diederik Fouch (Non-Executive Chairman) Lou Alberts* George Nakos Dinga Mncube* Veli Mokoena *Independent CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION. On Thursday, 2 February 2017, DAWN made an announcement to Shareholders advising them that the Company intends to raise gross proceeds of R350 million (excluding the c.R8 million proceeds from the rights attached to the Treasury DAWN Shares) through a rights offer in order to strengthen its balance sheet and provide the Company with a sustainable platform for its ongoing operations. At a general meeting of Shareholders held on Monday, 6 March 2017, Shareholders approved the following resolutions in order to implement the Rights Offer: the conversion of DAWN's entire authorised and issued share capital from par value shares to shares with no par value; the increase of DAWN's authorised share capital from 725,893,603 ordinary shares and 10,000,000 deferred ordinary shares to authorised share capital of 2,000,000,000 by the creation of a further 1,264,106,397 ordinary shares; the amendment of the MOI to take into account the conversion and increase in DAWN's authorised share capital; the authorisation to issue additional ordinary shares with voting power that will, upon issue, exceed 30% of the existing voting power of the ordinary shares currently in issue; and the granting of a general authority to Directors to issue such number of additional ordinary shares in the authorised but unissued share capital of DAWN as may be required for the purpose of implementing the Rights Offer. The purpose of this Circular is to advise Shareholders of the terms and conditions of the Rights Offer and to provide Shareholders with instructions on participating in the Rights Offer. 2. PURPOSE OF THE RIGHTS OFFER 2.1 Overview DAWN's primary business is the wholesale distribution of quality branded hardware, sanitaryware, plumbing and kitchen items to a substantial customer base of buying groups, independent plumbing merchants and hardware stores. DAWN also supplies pipes and fittings used in water infrastructure by municipalities, mines, industries and farms. DAWN has two key operating segments, namely building and infrastructure. 8 DAWN has significant proprietary brands and agency agreements with prominent suppliers and also sources branded products from a well-established supplier network, both locally and internationally. DAWN's business model is to be the master distributor in targeted industry sectors. The model's competitive advantage centres on the broad disposable income and population distribution in the markets it serves. This creates a number of barriers to entry for competitors, such as a high establishment cost, together with a requirement for technical expertise in its warehouse and logistics services. Traditional carriers are not geared for break-bulk storage and distribution. DAWN's key competitive advantage is vested in its 100% coverage of southern African markets through its "milk-run" distribution model, combined with its break-bulk and just-intime service. 2.2 Rationale DAWN reported a loss of R763 million for the year ended 31 March 2016 after recognising impairments of R633 million. The impairments arose principally from a reduction in the carrying value of 49% owned GDW and the write-off of intangible assets at wholly-owned Incledon. Consequently bank covenants with DAWN's prime lender, Absa, were breached. Absa agreed to condone the breach subject to certain conditions which included a phased R100 million reduction in the revolving credit facility. An aggressive turnaround programme has commenced and continues to be undertaken, since, inter alia, the appointment of Stephen Connelly (CEO), on 1 June 2016. In pursuit of this strategic initiative, a number of loss-making operations were subsequently closed and a cost and working capital reduction programme commenced. Notable progress has been made in both areas and the programme is ongoing. Results for the first half of the 2016 financial year, were reported on 16 November 2016. A loss of R367 million was reported which included R255 million of restructuring costs related to the turnaround programme described above. A second cost reduction programme has now commenced which targets reducing operating expenditure by a further R80 million. Whilst the financial benefits of the turnaround programme are evident, the losses for the first six months will impact the results for the full year ending 31 March 2017. The benefits of the turnaround programme are planned to be reflected in the 2018 financial year results. DAWN repaid R25 million of the required R100 million Absa repayment in October 2016 and will repay the remaining R75 million from the proceeds of the Rights Offer. A new additional R50 million facility is currently under negotiation with Absa to address the lack of working capital financing facilities, which is impeding DAWN's ability to trade at optimal levels. In order to achieve and implement the turnaround strategies described above, increase available working capital facilities and repay R75 million of the revolving credit facility, the Company seeks to raise gross proceeds of R350 million through the Rights Offer. The gross proceeds of the Rights Offer will strengthen the balance sheet and provide the Company with a sustainable platform for its ongoing operations. Furthermore, DAWN has entered into a bridge loan facility with Investec Bank Limited for an amount of R200 million, which will be used, inter alia, to fund DAWN's working capital requirements until the proceeds of the Rights Offer are received. The bridge loan facility will be fully repaid out of the proceeds of the Rights Offer. 3. PARTICULARS OF THE RIGHTS OFFER 3.1 Terms of the Rights Offer DAWN is seeking to raise the Rights Offer Quantum through an offer of the Rights Offer Shares. In terms of the Rights Offer: Shareholders will be offered 147.83904 Rights Offer Shares for every 100 DAWN Shares held by them on the Initial Record Date; the Rights Offer Issue Price will be R1.00 per Rights Offer Share; the Rights Offer is partially underwritten and no minimum subscription is applicable; and the Rights Offer will not allow for excess applications. 3.2 Rights Offer Issue Price The Rights Offer Issue Price of R1.00 per Rights Offer Share represents a 53.1% discount to the closing price of DAWN Shares on the JSE on Friday, 10 March 2017. 9 3.3 Shareholder commitments As at the last practicable date, the following shareholders have irrevocably undertaken to follow their rights in terms of the Rights Offer as set out below: Name of shareholder Number of ordinary shares held in DAWN before the Rights Offer Number of Rights Offer Shares in the ratio of 147.83904 for every 100 DAWN Shares held Letters of allocation irrevocably committed to be followed Percentage of total Rights Offer Shares Coronation 67 622 962 99 973 138 99 973 138 28.56% Ukhamba 78 133 488 115 511 799 49 000 000 14.00% Total 145 756 450 215 484 937 148 973 138 42.56% The Committed Shareholders will be paid a commitment fee equal to 2% of the Rand value of the Rights Offer Shares subscribed for. 3.4 Entitlement Shareholders will receive the right to subscribe for 147.83904 Rights Offer Shares for every 100 DAWN Shares held on the Initial Record Date (being Friday, 24 March 2017). Shareholders who do not hold a multiple of 100 DAWN Shares, will be entitled, in respect of such holdings, to participate in the Rights Offer in accordance with Annexure 2. The allocation of Rights Offer Shares will be such that Shareholders will not be allocated a fraction of a Rights Offer Share and as such any entitlement to receive a fraction of a Rights Offer Share which: is less than one-half of a Rights Offer Share, will be rounded down to the nearest whole number; and is equal to or greater than one-half of a Rights Offer Share but less than a whole Rights Offer Share, will be rounded up to the nearest whole number. Certificated Shareholders will have their rights credited to their accounts held with the Transfer Secretaries on their behalf. The enclosed Form of Instruction reflects the number of Rights Offer Shares for which the Certificated Shareholder is entitled to subscribe. The procedure to be followed by Certificated Shareholders for the acceptance, sale or renunciation of their rights is reflected on the Form of Instruction. Dematerialised Shareholders will have their rights to subscribe for Rights Offer Shares credited in electronic form to their account held by their appointed CSDP or Broker. The CSDP or Broker will advise Dematerialised Shareholders of the procedure to be followed and the timing for the acceptance, sale, renunciation or lapsing of such rights. The Letters of Allocation to which the Form of Instruction relates are negotiable and can be traded on the JSE. 4. UNDERWRITING The Rights Offer is partially underwritten by the Underwriter up to a maximum of 201 026 865 (two hundred and one million twenty six thousand eight hundred and sixty five) Rights Offer Shares. In terms of the Underwriting Agreement, an underwriting fee equal to 4% of the Underwritten Shares Value is payable by the Company to the Underwriter. The Board has made due and careful enquiry to confirm that the Underwriter can meet its underwriting commitments in terms of the Underwriting Agreement. The Underwriting Agreement will become irrevocable not later than 16h30 on the day prior to the finalisation date being 15 March 2017. 10 5. PROCEDURE FOR ACCEPTANCE, RENUNCIATION AND SALE OF RIGHTS 5.1 Certificated DAWN Shares 5.1.1 Acceptance Full details of the procedure for acceptance of the Rights Offer by Certificated Shareholders are contained in the Form of Instruction enclosed with this Circular. It should be noted that: acceptances are irrevocable and may not be withdrawn; acceptances may be made only by means of the enclosed Form of Instruction; any instruction to sell or renounce all or part of the rights may only be made by means of the Form of Instruction; the properly completed Form of Instruction together with proof of EFT payment or banker's draft (in the case of foreign Shareholders) in Rand in payment of the aggregate Rights Offer Issue Price payable for the relevant Rights Offer Shares must be received by the Transfer Secretaries by no later than 12:00 on Friday, 7 April 2017. All acceptances of the Rights Offer sent by post by the beneficial holders will be accepted provided the envelope is received by no later than 12:00 on Friday, 7 April 2017; the Form of Instruction to take up the rights in question will be regarded as complete only when proof of EFT payment or banker's draft (in the case of foreign Shareholders) has been cleared for payment; such payment will constitute an irrevocable acceptance of the Rights Offer upon the terms and conditions set out in this Circular and in the Form of Instruction once the cheque or banker's draft has been cleared for payment; the Transfer Secretaries should be contacted on +27 11 370 5000 during business hours from 08:00 to 16:30 in order to obtain the necessary banking details; and if any Form of Instruction is not received as set out above, the Rights Offer will be deemed to have been declined and the right to subscribe for the Rights Offer Shares in terms of the Form of Instruction will lapse regardless of who holds it. 5.1.2 Renunciation or sale of rights DAWN has issued all Letters of Allocation in dematerialised form and the electronic record for Certificated DAWN Shares is being maintained by the Transfer Secretaries. This has made it possible for Certificated Shareholders to enjoy the same rights and opportunities as Dematerialised Shareholders. Certificated Shareholders not wishing to subscribe for all or some of the Rights Offer Shares allocated to them as reflected in the Form of Instruction, may sell or renounce all or some of their rights or allow them to lapse. Certificated Shareholders who wish to sell all or some of the Rights Offer Shares allocated to them as reflected in the Form of Instruction, must complete the relevant section of the Form of Instruction and return it to the Transfer Secretaries in accordance with the instructions contained therein, to be received by no later than 12:00 on Tuesday, 4 April 2017. The Transfer Secretaries will endeavour to procure the sale of the rights on the JSE on behalf of such Certificated Shareholders and will remit the proceeds in accordance with the payment instructions reflected in the Form of Instruction, net of Brokerage charges and associated expenses. Neither the Transfer Secretaries nor the Company nor any Broker appointed by it will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising out of the timing of such sales, the price obtained or any failure to sell such rights. References in this paragraph to a Certificated Shareholder include references to the person or persons executing the Form of Instruction and any person or persons on whose behalf such person or persons executing the Form of Instruction is/are acting. In the event of more than one person executing the Form of Instruction, the provisions of this paragraph shall apply to them, jointly and severally. Certificated Shareholders who do not wish to sell all or some of the rights to the Rights Offer Shares allocated to them as reflected in the Form of Instruction, and who do not wish to subscribe for Rights Offer Shares offered in terms of the Form of Instruction, but who wish to renounce their rights, must 11 complete the relevant section of the Form of Instruction and return it to the Transfer Secretaries in accordance with the instructions contained therein to be received by no later than 12:00 on Friday, 7 April 2017. Certificated Shareholders who wish to subscribe for only a portion of the Rights Offer Shares allocated to them must indicate the number of Rights Offer Shares for which they wish to subscribe on the Form of Instruction. If by 12:00 on Friday, 7 April 2017, Certificated Shareholders do nothing in response to this Rights Offer, their rights will lapse. 5.1.3 Payment The amount due on acceptance of the Rights Offer is payable in Rand. 5.1.4 Payment terms A duly completed Form of Instruction, together with proof of EFT payment, must be lodged by Certificated Shareholders and/or their renouncees by no later than 12:00 on Friday, 7 April 2017 in accordance with the instructions contained in the Form of Instruction and clearly marked "DAWN - Rights Offer": by hand to: Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank 2196 or sent by post, at the risk of the Shareholder concerned to: Computershare Investor Services Proprietary Limited PO Box 61763 Marshalltown 2107 Form of Instructions which are not posted must be faxed to +27 11 688 5210 or emailed to c..s@computershare.co.za. The Transfer Secretaries will not be responsible for any loss and/or damage whatsoever in relation to or arising from the late or non-receipt of faxed or emailed election forms or owing to Forms of Instruction being forwarded to any other facsimile or email address other than those provided above. Forms of Instruction shall be deemed to be received on the date reflected in the Transfer Secretaries' electronic or facsimile systems. Notwithstanding anything to the contrary, it is the Shareholder's responsibility to ensure that their Form of Instruction is received by the Transfer Secretaries. The Transfer Secretaries should be contacted on +27 11 370 5000 during business hours from 08:00 to 16:30 in order to obtain the necessary banking details for the purposes of making EFT payments. The above is in respect of the subscription for Rights Offer Shares only. All bankers' drafts received (in the case of foreign Shareholders) by the Transfer Secretaries will be deposited immediately for payment. In the event that any banker's draft (in the case of foreign Shareholders) is dishonoured, DAWN, in its sole discretion, may treat the relevant acceptance as void or may tender delivery of the relevant Rights Offer Shares to which it relates against payment in cash of the aggregate Rights Offer Issue Price for such Rights Offer Shares. Money received in respect of an application which is rejected or otherwise treated as void by DAWN, or which is otherwise not validly received in accordance with the terms stipulated in this paragraph, will be refunded (without interest) by way of an EFT in Rand to the applicant concerned on or about Wednesday, 12 April 2017. If DAWN is not able to effect the refund by EFT for any reason whatsoever, then the relevant refund will be held by DAWN until collected by the applicant. No interest in respect of such refund will be paid by DAWN. 12 5.1.5 DAWN Share certificates Certificates in respect of Rights Offer Shares will be distributed by registered post by the Transfer Secretaries, at the risk of the Certificated Shareholders concerned, on or about Monday, 10 April 2017. As DAWN uses the certified transfer deeds and other temporary Documents of Title procedure approved by the JSE, only "block" certificates will be issued in respect of Rights Offer Shares. 5.1.6 Transaction costs Certificated Shareholders wishing to sell all or some of their rights will be liable to pay a cost of R154.48 (all inclusive of VAT) for trades of less than or equal to R40 000 and R154.48 (all inclusive of VAT) plus 0.35% of the value of trades for amounts equal to or greater than R40 000. 5.2 Dematerialised DAWN Shares 5.2.1 Acceptance, renunciation or sale of rights The CSDP or Broker appointed by Dematerialised Shareholders is obliged to contact such Shareholders to ascertain: whether such Dematerialised Shareholders wish to follow their rights in terms of the Rights Offer or renounce their rights and in respect of how many Rights Offer Shares; or if such Dematerialised Shareholders do not wish to follow all or any of their rights, whether they wish to sell their rights and how many of their rights they wish to sell. If you are not contacted by your CSDP or Broker, you should contact your CSDP or Broker and furnish them with your instruction. Should a CSDP or Broker not obtain instructions from a Dematerialised Shareholder, they are obliged to act in terms of the mandate granted to them by such Dematerialised Shareholder, or if the mandate is silent in this regard, they are obliged not to accept the rights on behalf of such Shareholder. 5.2.2 Payment Your CSDP or Broker will effect payment directly on your behalf, in Rand, on Monday, 10 April 2017 on a delivery-versus-payment basis. 5.2.3 Rights Offer Shares Dematerialised Shareholders will have their accounts credited with the Rights Offer Shares subscribed for in terms of the Rights Offer, on Monday, 10 April 2017. 6. STATEMENT AS TO LISTING ON STOCK EXCHANGE The JSE has granted listings for the Letters of Allocation and the Rights Offer Shares as follows: Letters of Allocation in respect of 358 129 576 Rights Offer Shares will be listed from the commencement of business on Wednesday, 22 March 2017 to the close of business on Tuesday, 4 April 2017, both days inclusive, under the JSE code: DAWN and ISIN: ZAE000242293; and the Rights Offer Shares will be listed from the commencement of business on Wednesday, 5 April 2017. 7. SOUTH AFRICAN LAW All transactions arising from the provisions of this Circular and the Form of Instruction shall be governed by and be subject to the laws of South Africa. 8. EXCHANGE CONTROL REGULATIONS The following summary is intended only as a guide and is therefore not a comprehensive statement of the Exchange Control Regulations. Shareholders who are in any doubt as to the appropriate course of action to take should consult their professional advisors. The Rights Offer Shares to be issued pursuant to the Rights Offer are not freely transferable from South Africa and must be dealt with in terms of South African Exchange Control Regulations. 13 Shareholders who are not resident in the Common Monetary Area should obtain advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to follow their rights in terms of the Rights Offer. 8.1 Non-residents of the Common Monetary Area In terms of the Exchange Control Regulations, non-residents, excluding former residents, of the Common Monetary Area will be allowed to: take up rights allocated to them in terms of the Rights Offer; purchase rights on the JSE; and subscribe for Rights Offer Shares in terms of the Rights Offer, provided payment is in Rand from a non-resident account. Share certificates issued pursuant to the application must be endorsed "non-resident". All applications by non-residents for the above purposes must be made through a South African authorised dealer. Where rights are sold on the JSE on behalf of non-residents, the proceeds of such sale are freely remittable through a South African authorised dealer in foreign exchange. 8.2 Former residents of the Common Monetary Area Where a right in terms of the Rights Offer falls due to an Emigrant, which right is based on DAWN Shares blocked in terms of the Exchange Control Regulations, then only blocked funds may be used to: take up rights allocated to such Emigrant in terms of the Rights Offer; purchase rights on the JSE; and subscribe for Rights Offer Shares in terms of the Rights Offer. Applications by Emigrants using blocked Rands for the above purposes must be made through the South African authorised dealer controlling their blocked assets. DAWN Share certificates issued pursuant to blocked Rand transactions must be endorsed "non-resident" and placed under the control of the authorised dealer through whom the payment was made. Where rights are sold on the JSE on behalf of Emigrants, which rights are based on DAWN Shares which are blocked in terms of the Exchange Control Regulations, the proceeds of such sales will be credited to the blocked Rand accounts of the Shareholders concerned. Non-resident and Emigrant Dematerialised DAWN Shares will have all aspects relating to Exchange Control managed by their CSDP or Broker. 9. FOREIGN SHAREHOLDERS 9.1 Introduction Foreign Shareholders may be affected by the Rights Offer, having regard to prevailing laws in their relevant jurisdictions. Such foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdiction in relation to all aspects of this Circular that may affect them, including the Rights Offer. It is the responsibility of each foreign Shareholder to satisfy himself as to the full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the Rights Offer, including the obtaining of any governmental, exchange or other consents or the making of any filing which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or other requisite payments due in such jurisdiction. The Rights Offer is governed by the laws of South Africa and is subject to applicable laws and regulations, including the Exchange Control Regulations. 9.2 Affected foreign Shareholders Any Shareholder who is in doubt as to his position with respect to the Rights Offer in any jurisdiction, including, without limitation, his tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Foreign Shareholders are reminded that they may dispose of their DAWN Shares on or prior to the last day to trade, in which case they will not participate in the Rights Offer. 14 Foreign Shareholders accordingly must take their own advice on whether they are entitled, after the Rights Offer, to continue to beneficially hold any DAWN Shares distributed to them and take the appropriate action in accordance with that advice. 9.3 Note to U.S. Shareholders The Rights Offer Shares will not be registered with the U.S. Securities and Exchange Commission ("SEC") under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Neither the SEC nor any U.S. federal or state securities commission has registered, approved or disapproved the Rights Offer Shares or passed comment or opinion upon the accuracy or adequacy of this Circular. Any representation to the contrary is a criminal offence in the U.S. Shareholders who are citizens or residents of the U.S. are advised that the Rights Offer Shares have not been and will not be registered under the U.S. Securities Exchange Act of 1934, as amended. 9.4 Sale of rights It is the responsibility of any person outside the Common Monetary Area (including, without limitation, nominees, agents and trustees for such persons) receiving this Circular and wishing to take up Rights Offer Shares under the Rights Offer, to satisfy themselves as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. If a premium can be obtained over the expenses of the sale, the rights of Shareholders in the jurisdictions in which it is illegal to make an offer will be sold by the Transfer Secretaries on the JSE for the benefit of such Shareholders, in accordance with this section. Any premium over the expenses of the sale of the rights of Shareholders in these jurisdictions (including applicable taxes, Brokerage fees and commissions) shall be remitted to such Shareholders. None of DAWN, the Transfer Secretaries or any Broker appointed by them or DAWN, will have any obligation or be responsible for any loss or damage whatsoever in relation to, or arising out of, the timing of such sales or the remittance of the net proceeds of such sales. 10. TAX CONSEQUENCES OF THE RIGHTS OFFER Securities Transfer Tax will not be levied on the Rights Offer Shares issued in terms of the Rights Offer. The Directors are of the opinion that the purchase, holding and disposal of the Letters of Allocation or Rights Offer Shares should, for taxation purposes, be treated according to the usual rules relating to the categorisation of an asset and its return as capital or revenue, however, Shareholders are advised to consult their professional advisers regarding the tax consequences of the Rights Offer. 11. JURISDICTION The distribution of this Circular and/or accompanying documents and/or the transfer of the Rights Offer Shares and/ or the rights to subscribe for Rights Offer Shares in jurisdictions other than South Africa may be restricted by law and failure to comply with any of those restrictions may constitute a violation of the laws of any such jurisdiction in which it is illegal to make such a Rights Offer. In such circumstances, this Circular and the Form of Instruction are sent for information purposes only. 12. NATURE OF BUSINESS AND PROSPECTS OF THE COMPANY 12.1 Nature of business DAWN's primary business is the wholesale distribution of quality branded hardware, sanitaryware, plumbing and kitchen items to a substantial customer base of buying groups, independent plumbing merchants and hardware stores. DAWN also supplies pipes and fittings used in water infrastructure by municipalities, mines, industries and farms. DAWN has two key operating segments, namely building and infrastructure. 15 12.2 Prospects Considerable action has been taken to improve the future financial performance of DAWN including: closing loss making operations; appointing new management into key positions; improving profit margins and lowering expense levels; reducing working capital levels, improving inventory availability and enhancing the collectability of trade receivables; and recapitalising the business pursuant to the Rights Offer. The overall effectiveness of these actions will be heavily dependent on the economic climate that prevails in the year ahead. 13. INFORMATION RELATING TO DIRECTORS 13.1 Details of directors The Directors' details (i.e. business address and function) are set out below: Director Business Address Occupation Executive Stephen Connelly Cnr Barlow Road and Caveleros Drive Chief executive officer Jupiter Ext 3, Germiston, 1401 David Alan Austin Cnr Barlow Road and Caveleros Drive Chief financial officer Jupiter Ext 3, Germiston, 1401 Ren Roos Cnr Barlow Road and Caveleros Drive Executive director Jupiter Ext 3, Germiston, 1401 Non-executive Diederik Fouch Cnr Barlow Road and Caveleros Drive Non-executive chairman Jupiter Ext 3, Germiston, 1401 Lou Alberts Cnr Barlow Road and Caveleros Drive Independent non-executive director Jupiter Ext 3, Germiston, 1401 George Nakos 79 Boeing Road East Non-executive director Bedfordview, 2007 Johannesburg Dinga Mncube Cnr Barlow Road and Caveleros Drive Independent non-executive director Jupiter Ext 3, Germiston, 1401 Veli Mokoena 32 Electron Road Non-executive director Isando, 1609 13.2 Directors remunerations and emoluments There will be no variation in the remuneration payable to Directors as a consequence of the Rights Offer. 16 13.3 Directors' interest in DAWN Shares The direct and indirect beneficial interests of the Directors (and their associates) in the issued Share capital of DAWN as at 31 March 2016 is set out in the table below: Beneficial Direct Indirect Total % Executive directors Jan Beukes1 3 513 021 - 3 513 021 1.5% Dries Ferreira2 372 333 - 372 333 0.2% Ren Roos 1 126 667 - 1 126 667 0.5% Derek Tod3 6 145 577 5 034 840 11 180 417 4.7% Non-executive directors Lou Alberts 1 989 285 - 1 989 285 0.8% Diederik Fouch 200 000 - 200 000 0.1% Veli Mokoena 21 771 - 21 771 0.0% Total 13 168 654 5 234 840 18 403 494 7.8% 1. Resigned 14 July 2016, effective 31 October 2016 2. Resigned 14 July 2016, effective 31 October 2016 3. Retired on 31 May 2016 Dealings in DAWN ordinary shares for the period beginning 31 March 2016 and ending on the Last Practicable Date by the DAWN Directors, including Directors who have resigned during the 18 months prior to the Last Practicable Date, are as follows: Director Date Transaction type Volume Price Ren Roos 19-Jul-2016 Sell 610 000 R 2.99 Diederik Fouch 22-Feb-2017 Off market transfer of shares from the trust to own name 100 000 R1.95 The following directors will follow their rights pursuant to the Rights Offer in respect of their existing shareholdings: Diederik Fouch; and Lou Alberts (up to 200 000 of his Letters of Allocation and the remaining Letters of Allocation will be sold). The remaining directors intend to sell their Letters of Allocation pursuant to the Rights Offer in respect of their existing shareholdings. 14. SHARE CAPITAL Provided below is information relating to the authorised and issued Share capital of the Company. 14.1 DAWN's Share capital before the Rights Offer The authorised and issued Share capital of DAWN before the Rights Offer, as at the Last Practicable Date, is as follows: Number of DAWN Shares (R'000) Authorised shares Ordinary shares of no par value 1 990 000 000 Deferred ordinary shares of no par value 10 000 000 Issued DAWN Shares Ordinary shares of no par value 242 242 904 376 170 Treasury DAWN Shares Ordinary shares of no par value 5 498 937 7 984 Issued DAWN Shares excluding Treasury DAWN Shares Ordinary shares of no par value 236 743 967 368 186 17 14.2 DAWN's Share capital after the Rights Offer The authorised and issued Share capital of DAWN after the Rights Offer will be as follows: Number of DAWN Shares (R'000) Authorised shares Ordinary shares of no par value 1 990 000 000 Deferred ordinary shares of no par value 10 000 000 Issued DAWN Shares Ordinary shares of no par value 600 372 480 734 300 Treasury DAWN Shares Ordinary shares of no par value 13 628 513 16 114 Issued DAWN Shares excluding Treasury DAWN Shares Ordinary shares of no par value 586 743 967 718 186 The holders in respect of the Treasury DAWN Shares intend to follow their rights in respect of the Rights Offer. 15. PRICE AND VOLUME HISTORY OF DAWN SHARES ON THE JSE The Share price and volume history of DAWN Shares: in the 12 months preceding the date of issue of the Circular; and in the 30 days preceding the Last Practicable Date, are set out in Annexure 1 16. LITIGATION STATEMENT The Competition Commission of South Africa referred a complaint to the Competition Commission Tribunal regarding allegations of market allocation between DPI Plastics Proprietary Limited and Sangio Pipe Proprietary Limited. Based on legal advice, the matter will be defended and the Group expects the matter will be favourably concluded. 17. EXPENSES OF THE RIGHTS OFFER The following expenses and provisions are expected or have been provided for by the Group in connection with the Rights Offer and will be settled out of the proceeds of the Rights Offer. All costs are stated exclusive of VAT: Description Payable to Estimated amount (excluding VAT) R'000 JSE documentation JSE 27 JSE listing fee JSE 146 Printing and publication Ince (Pty) Limited 40 Transfer Secretaries Computershare Investor Services Proprietary Limited 60 Financial Advisor and Transaction sponsor Investec 8 244 Legal fees White & Case 450 Commitment fee Coronation and Ukhamba 2 979 Underwriting fee RAC 8 041 Estimated costs 19 987 18. CONSENTS The Financial Advisor and Transaction Sponsor, Underwriter, Committed Shareholders and the Legal Advisor to DAWN have consented in writing, and have not withdrawn their consent, to their names being included in the Circular in the form and context in which they are included. 18 19. DISCLOSURE OF CONFLICT Shareholders are advised that Investec has been appointed as Transaction Sponsor and Financial Advisor in relation to the Rights Offer. Investec, acting through its corporate and institutional banking team ("ICIB") has the following funding arrangements in place with DAWN: ZAR Bridge loan facility 200 000 000 Term rental facility for the procurement of IT equipment 10 770 110 The bridge loan facility will be used, inter alia, to fund DAWN's working capital requirements until the proceeds of the Rights Offer are received. The bridge loan facility will be fully repaid out of the proceeds of the Rights Offer which are expected to be available to DAWN on or about 12 April 2017. In its capacity as Transaction Sponsor, Investec has confirmed to the JSE and DAWN that there is no matter that would impact on its ability to exercise reasonable care and judgement to achieve and maintain independence and objectivity in professional dealings in relation to DAWN and that would impact on its ability to act within the Code of Conduct as set out in the Listings Requirements of the JSE. Investec has various internal procedures in place to ensure that its ability to act independently as JSE sponsor, is not compromised. Pursuant to these internal procedures, Investec has a Compliance Control Room function that identifies and manages conflict risks and ensures that strict "Chinese Walls" are maintained to ensure that as JSE sponsor, it is able to act independently from other divisions within Investec. Investec also enforces and implements physical and logical access restrictions to information, which is limited to deal teams for whom the information is relevant, for the purpose of fulfilling the client mandate. 20. DIRECTORS' RESPONSIBILITY STATEMENT The Directors, whose names are given on page 7 of the Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts which have been omitted that would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the Listings Requirements. 21. DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection during normal business hours at the registered office of DAWN from Monday, 20 March 2017 up to and including Friday, 7 April 2017: the MOI of DAWN and its major subsidiaries, as the case may be; copies of service agreements (or a summary of such agreements) with directors, managers or secretaries, underwriters, vendors and promoters entered into during the last three years; the audited financial statements of DAWN for the three years ended 31 March 2016; the unaudited interim results of DAWN for the 6 months ended 30 September 2016; the Underwriting Agreement; this Circular, signed by or on behalf of the directors; and the letters of consent referred to in paragraph 18 of this Circular. For and on behalf of: Distribution and Warehousing Network Limited Stephen Connelly David Austin Chief Executive Officer Chief Financial Officer Monday, 20 March 2017 Johannesburg Registered Office Corner Barlow Road and Cavaleros Drive Jupiter, Extension 3 Germiston, 1401, South Africa (PostNet Suite number 100, Private Bag X1037, Germiston, 1400, South Africa) 19 Annexure 1 PRICE AND VOLUME HISTORY OF DAWN SHARES ON THE JSE Period High (cents) Low (cents) Close (cents) Volume Value (R) Monthly 2016 March 418 350 400 4 388 500 16 268 720 April 440 355 435 5 423 177 21 551 530 May 435 380 409 2 320 073 9 499 621 June 400 330 375 1 102 912 4 099 095 July 350 228 295 4 780 534 14 182 740 August 292 201 250 3 200 342 7 955 635 September 255 207 253 4 946 138 11 398 000 October 280 226 259 1 408 151 3 695 966 November 259 195 230 2 011 654 4 516 390 December 258 205 257 2 596 746 6 004 374 2017 January 270 187 212 2 178 137 5 516 052 February 225 170 215 2 015 290 4 055 364 Daily 2017 06 February 2017 190 183 183 22 651 42 531 07 February 2017 190 185 190 17 176 32 308 08 February 2017 190 185 190 33 491 62 183 09 February 2017 199 190 199 19 603 38 281 10 February 2017 200 199 199 91 070 181 447 13 February 2017 210 209 210 54 800 115 030 14 February 2017 213 205 209 92 803 190 874 15 February 2017 218 205 218 50 275 109 320 16 February 2017 225 217 225 462 238 1 018 196 17 February 2017 225 215 215 26 006 55 994 20 February 2017 210 184 197 86 240 167 529 21 February 2017 200 195 195 32 500 64 467 22 February 2017 195 195 195 - - 23 February 2017 194 180 194 74 300 135 219 24 February 2017 192 180 192 32 000 59 980 27 February 2017 198 170 198 100 945 187 816 28 February 2017 215 194 215 151 331 302 054 01 March 2017 215 200 215 187 434 399 679 02 March 2017 235 215 215 55 000 121 805 03 March 2017 214 175 213 26 360 51 923 06 March 2017 215 198 215 271 823 545 637 07 March 2017 190 190 190 1 494 2 839 08 March 2017 190 190 190 - - 09 March 2017 215 200 215 69 130 138 866 10 March 2017 214 200 213 49 661 101 988 13 March 2017 210 190 190 114 359 230 093 14 March 2017 191 190 190 1 099 245 2 088 800 15 March 2017 200 180 190 201 070 392 391 16 March 2017 190 190 190 5 000 9 500 17 March 2017 200 190 200 57 299 110 829 Source: Bloomberg 20 Annexure 2 TABLE OF ENTITLEMENT No fractions of Rights Offer Shares will be issued to Shareholders and the Rights Offer Shares will be issued based on the rounding principle (up or down, as the case may be). The table of entitlement of Shareholders to receive Rights Offer Shares is set out below. Number of existing Shares Number of Rights Offer Shares to which a Shareholder is entitled Rounded number of Rights Offer Shares to which a Shareholder is entitled Number of existing Shares Number of Rights Offer Shares to which a Shareholder is entitled Rounded number of Rights Offer Shares to which a Shareholder is entitled 1 1.47839 1 53 78.35469 78 2 2.95678 3 54 79.83308 80 3 4.43517 4 55 81.31147 81 4 5.91356 6 56 82.78986 83 5 7.39195 7 57 84.26825 84 6 8.87034 9 58 85.74664 86 7 10.34873 10 59 87.22503 87 8 11.82712 12 60 88.70342 89 9 13.30551 13 61 90.18181 90 10 14.78390 15 62 91.66020 92 11 16.26229 16 63 93.13860 93 12 17.74068 18 64 94.61699 95 13 19.21908 19 65 96.09538 96 14 20.69747 21 66 97.57377 98 15 22.17586 22 67 99.05216 99 16 23.65425 24 68 100.53055 101 17 25.13264 25 69 102.00894 102 18 26.61103 27 70 103.48733 103 19 28.08942 28 71 104.96572 105 20 29.56781 30 72 106.44411 106 21 31.04620 31 73 107.92250 108 22 32.52459 33 74 109.40089 109 23 34.00298 34 75 110.87928 111 24 35.48137 35 76 112.35767 112 25 36.95976 37 77 113.83606 114 26 38.43815 38 78 115.31445 115 27 39.91654 40 79 116.79284 117 28 41.39493 41 80 118.27123 118 29 42.87332 43 81 119.74962 120 30 44.35171 44 82 121.22801 121 31 45.83010 46 83 122.70640 123 32 47.30849 47 84 124.18479 124 33 48.78688 49 85 125.66318 126 34 50.26527 50 86 127.14157 127 35 51.74366 52 87 128.61996 129 36 53.22205 53 88 130.09836 130 37 54.70044 55 89 131.57675 132 38 56.17884 56 90 133.05514 133 39 57.65723 58 91 134.53353 135 40 59.13562 59 92 136.01192 136 41 60.61401 61 93 137.49031 137 21 Number of existing Shares Number of Rights Offer Shares to which a Shareholder is entitled Rounded number of Rights Offer Shares to which a Shareholder is entitled Number of existing Shares Number of Rights Offer Shares to which a Shareholder is entitled Rounded number of Rights Offer Shares to which a Shareholder is entitled 42 62.09240 62 94 138.96870 139 43 63.57079 64 95 140.44709 140 44 65.04918 65 96 141.92548 142 45 66.52757 67 97 143.40387 143 46 68.00596 68 98 144.88226 145 47 69.48435 69 99 146.36065 146 48 70.96274 71 100 147.83904 148 49 72.44113 72 1 000 1 478.39040 1 478 50 73.91952 74 10 000 14 783.90400 14 784 51 75.39791 75 100 000 147 839.04000 147 839 52 76.87630 77 1 000 000 1 478 390.40000 1 478 390 22 Annexure 3 INFORMATION ON THE UNDERWRITERS The Rights Offer is underwritten by RAC. Details pertaining to the Underwriter as required by the Listings Requirements are set out below. Full legal and entity name: RECM and Calibre Limited Directors: T de Bruyn (Executive director) Z Matlala (Independent non-executive director) T Rossini (Independent non-executive director) JG Swiegers (Independent non-executive director) JC van Niekerk (Executive financial director) PG Viljoen (Executive chairman) Company secretary: G Simpson Date and place of incorporation: Incorporated in 2009 in the Republic of South Africa Registration number: 2009/012403/06 Registered office: 6th Floor, Claremont Central 8 Vineyard Road Claremont Cape Town, 7700 Auditors: Ernst & Young Inc. Bankers: The Standard Bank of South Africa Ltd Authorised share capital: 5 000 000 ordinary shares of R0.01 each 200 000 000 non-cumulative redeemable participating preference shares of no par value 250 000 000 redeemable preference shares of no par value 1 500 000 000 perpetual preference shares of no par value Issued share capital: 3 750 000 ordinary shares of R0,01 each 47 400 000 non-cumulative redeemable participating preference shares 23 24 PRINTED BY INCE (PTY) LTD REF: JOB012799 1 EXCHANGE CONTROL REGULATIONS ENDORSEMENT (see page 2 paragraph 8) For use by Certificated Shareholders only FORM OF INSTRUCTION FOR A CERTIFICATED SHAREHOLDER IN RESPECT OF A LETTER OF ALLOCATION IMPORTANT: If you are in doubt as to what action to take in relation to this Form of Instruction, please consult your CSDP, Broker, attorney, accountant, banker or other professional ad