CA Sales : CIRCULAR TO SHAREHOLDERS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 6 of this Circular apply mutatis mutandis to this cover.

ACTION REQUIRED BY SHAREHOLDERS

• This entire Circular is important and should be read with particular attention to the section entitled "Action required by Shareholders", which commences on page 2.
• If you are in any doubt as to what action to take, you should consult your broker, CSDP, CSDBP, banker, accountant, attorney or other professional advisor immediately.
• If you have disposed of all your CA&S Shares, please forward this Circular, the attached Form of Proxy (grey) and the Form of Election and Surrender for the Odd-lot Offer (blue) to the purchaser to whom, or the broker, CSDP, CSDBP, banker, attorney, accountant or other agent through whom, the disposal was effected.

DISCLAIMER

CA&S does not accept any responsibility and will not be held liable for any failure on the part of a CSDP, CSDBP or broker of a Dematerialised Shareholder to notify such Shareholder of the information set out in this Circular.

CA SALES HOLDINGS LIMITED

Incorporated in the Republic of South Africa

Registration number: 2011/143100/06

Registered as an external company in the Republic of Botswana

Botswana registration number: BW00001085331

JSE Limited share code: CAA

Botswana Stock Exchange share code: CAS-EQO

ISIN: ZAE400000036

("CA&S" or the "Company")

CIRCULAR TO SHAREHOLDERS

Regarding

• the Odd-lot Offer to Shareholders holding less than 100 Shares in the share capital of CA&S; and
• a specific authority for CA&S to repurchase its own Shares for purposes of implementing the Odd-lot Offer,

and incorporating

• a Notice of General Meeting;
• a Form of Proxy (grey) for the General Meeting (for use by Certificated Shareholders and Dematerialised Shareholders with "own name registration only");
• a Virtual Meeting Guide;
• a Registration Form; and
• a Form of Election and Surrender for the Odd-lot Offer (blue) (for use by Certificated Shareholders only).

PSG CAPITAL

Transaction Advisor and JSE Sponsor	BSE Sponsor

Date of issue: Friday, 26 May 2023

This Circular is available in English only. Copies may be obtained during normal business hours from the registered office and office in Botswana of CA&S and from the offices of the Transaction Advisor and JSE Sponsor, whose addresses are set out in the "Corporate Information" section of this Circular from Friday, 26 May 2023 until the General Meeting (both days inclusive). A copy of this Circular will also be available on CA&S's website (www.casholdings.co.za) from Friday, 26 May 2023.

CORPORATE INFORMATION

Directors

JA Holtzhausen (Chairman)*#

DS Lewis (Chief Executive Officer)

FJ Reichert (Financial Director)

FW Britz*#

LR Cronje*#

1. Marole*#
   E Masilela*#@ JS Moakofi*# B Patel*#
   B Mathews*# J Craven+

• non-executive
  # independent
  + alternate director to B Patel @ lead independent

Company secretary and registered office Bernadien Naude

1st Floor, Building C

Westend Office Park

254 Hall Street

Centurion, 0157

South Africa

Botswana office

Portion 867

Lobatse Road

Opposite Kgale Hill

Gaborone

Botswana

Date and place of incorporation 7 December 2011

South Africa

South African Transfer Secretaries JSE Investor Services Proprietary Limited (Registration number: 2000/007239/07) Fifth Floor

One Exchange Square Gwen Lane Sandown, 2196 South Africa

(PO Box 4844, Johannesburg, 2000)

Transaction Advisor and JSE Sponsor PSG Capital Proprietary Limited (Registration number: 2006/015817/07) 1st Floor, Ou Kollege Building

35 Kerk Street Stellenbosch, 7600 South Africa

(PO Box 7403, Stellenbosch, 7599)

and at

Suite 1105, 11th Floor

Sandton Eye Building

126 West Street

Sandton, 2196

South Africa

(PO Box 650957, Benmore, 2010)

BSE Sponsor

Imara Capital Securities Proprietary Limited Office 3A

3rd Floor Masa Centre Plot 54353 New CBD Gaborone Botswana

Botswana Transfer Secretaries

Central Securities Depository Company of Botswana Limited

Fourth Floor

Fairscape Precinct Plot 70667

Fairgrounds Office Park Gaborone

Botswana

Facilitator for shares listed on the BSE

Grant Thornton Capital Securities Services Proprietary Limited

Acumen Park

Plot 50370, Fairgrounds

Gaborone

Botswana

(PO Box 1157, Gaborone, Botswana)

	TABLE OF CONTENTS
		Page
CORPORATE INFORMATION	IFC
ACTION REQUIRED BY SHAREHOLDERS	2
SALIENT DATES AND TIMES	5
DEFINITIONS AND INTERPRETATIONS	6
CIRCULAR TO SHAREHOLDERS:	8
1.	Introduction and purpose of the Circular	8
2.	General Meeting	9
3.	The Odd-lot Offer	9
4.	Material changes	12
5.	Share capital	12
6.	Directors	13
7.	Directors' beneficial interests	13
8.	Major Shareholders	14
9.	Litigation	14
10.	Material risks	14
11.	Experts' consents	14
12.	Expenses	14
13.	Responsibility statement	14
14.	Documents available for inspection	15
15.	Shareholder approval	15
Notice of General Meeting	16
Form of Proxy (grey)	Attached
Virtual Meeting Guide	Attached
Registration Form	Attached
Form of Election and Surrender for the Odd-lot Offer (blue)	Attached

1

ACTION REQUIRED BY SHAREHOLDERS

The definitions and interpretations commencing on page 6 of this Circular apply to this section headed "Action required by Shareholders".

This Circular is important and requires your immediate attention. The action you need to take, is set out below. If you are in any doubt as to what action to take, please consult your broker, CSDP, CSDBP, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your CA&S Shares, this Circular, the attached Form of Proxy (grey) and the Form of Election and Surrender for the Odd-lot Offer (blue) should be handed to the purchaser to whom, or the CSDP, CSDBP, broker or other agent through whom, the disposal was effected.

Shareholders are invited to attend the General Meeting, convened in terms of the Notice of General Meeting, which will only be accessible through electronic participation, as permitted by the provisions of the Companies Act, the JSE Listings Requirements, the BSE Listings Requirements and CA&S' memorandum of incorporation at 10:00 am on Monday, 26 June 2023 or at any other adjourned or postponed time determined in accordance with the provisions of the Companies Act, the JSE Listings Requirements and the BSE Listings Requirements, at which General Meeting Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the Resolutions set out in the Notice of General Meeting.

Shareholders are to connect to the General Meeting utilising the details set out in the "Electronic attendance and participation" section below.

ACTION REQUIRED BY SHAREHOLDERS REGARDING THE GENERAL MEETING

1. ELECTRONIC ATTENDANCE AND PARTICIPATION

1. Connecting to the General Meeting electronically
2. 1. The General Meeting will be held at 10:00 am on Monday, 26 June 2023. The Meeting Specialist Proprietary Limited ("TMS") will host the General Meeting on an interactive electronic platform, in order to facilitate electronic participation and voting by Shareholders.
   2. In order to attend the General Meeting and participate electronically thereat Shareholders must register with TMS by either:
   3. 1. submitting the completed Registration Form (the form of which is attached to the Notice of General Meeting), to TMS at [e-mail], by no later than 10:00 am on Thursday, 22 June 2023, for administrative purposes; or
      2. delivering the completed Registration Form (the form of which is attached to the Notice of General Meeting), to TMS at JSE Building, One Exchange Square, 2 Gwen Lane, Sandown, 2196, so as to be received by TMS by no later than 10:00 am on Thursday, 22 June 2023, for administrative purposes, in order for TMS to arrange such participation for the Shareholder and for TMS to provide the Shareholder with the details as to how to access the General Meeting by means of electronic participation.
   4. Shareholders may still register/apply to participate in and/or vote electronically at the General Meeting after this date by submitting the completed Registration Form to TMS at [e-mail], provided, however, that for those Shareholders to participate in and/or vote electronically at the General Meeting those Shareholders must be verified and registered (as required in terms of section 63(1) of the Companies Act) before the commencement of the General Meeting.
   5. Each Shareholder, who has registered in accordance with paragraph 1.1.2, will be contacted between Thursday, 22 June 2023 and Monday, 26 June 2023 (both days inclusive) via email with a unique link to allow them to participate in the General Meeting electronically. The Shareholder's unique access credentials and voting link will be forwarded to the email/mobile number provided in the Registration Form. Shareholders are referred to the "Virtual Meeting Guide" attached to the Notice of General Meeting for further instructions for electronic participation.
   6. In person registration of General Meeting participants will not be permitted.
   7. Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the General Meeting. Any such charges will not be for the account of CA&S and/or TMS. Shareholders acknowledge that the telecommunication lines/webcast/web-streaming are provided by a third party and indemnifies CA&S, the JSE, the BSE, TMS (virtual platform service provider) and/or its third party service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the telecommunication lines/webcast/web-streaming, whether or not the problem is caused by any act or omission on the part of the Shareholder or anyone else. In particular, but not exclusively, Shareholders acknowledge that they will have no claim against CA&S, the JSE, the BSE, TMS and/or its third party service providers, whether for consequential damages or otherwise, arising from the use of the telecommunication lines/webcast/web-streaming or any defect in it or from total or partial failure of the telecommunication lines/ webcast/web-streaming and connections linking the telecommunication lines/webcast/web-streaming to the General Meeting.
3. Electronic voting at the General Meeting
4. 1. Shareholders connecting to the General Meeting electronically will be able to participate in the General Meeting and to vote (or abstain from voting) on the Resolutions set out in the Notice of General Meeting. Voting will be conducted by poll and Shareholders will be able to cast their votes electronically at the General Meeting.

2

1. 1. Despite being able to raise questions at the General Meeting, Shareholders are encouraged to submit any relevant questions to CA&S' Company Secretary prior to the General Meeting, preferably by no later than 10:00 am on Thursday, 22 June 2023, at [e-mail]. These questions will be addressed at the General Meeting.
2. IDENTIFICATION
3. 1. In terms of section 63(1) of the Companies Act, all General Meeting participants must present reasonably satisfactory identification.
   2. Upon receiving the Registration Form, TMS will follow a verification process to be reasonably satisfied that the right of any person to participate in and vote (whether as a Shareholder or as proxy for a Shareholder) has been verified. TMS will request certain particulars from Shareholders when receiving the Registration Form to comply with this verification process and the following identification will be required:
   3. 1. if the Shareholder is an individual, a certified copy of his/her identity document and/or passport and/or driver's licence;
      2. if the Shareholder is not an individual, a certified copy of a resolution by the relevant entity to represent the entity, and certified copies of the identity documents and/or passports and/or drivers' licences of the persons who passed the relevant resolution. This resolution must set out who from the relevant entity is authorised to represent the relevant entity at the General Meeting via electronic communication; and
      3. a valid email address and/or mobile number.
   4. TMS must be reasonably satisfied that the right of that person to attend, participate in and vote at the General Meeting as a Shareholder or a proxy or representative of a Shareholder, has been reasonably verified.
4. DEMATERIALISED SHAREHOLDERS WITHOUT "OWN-NAME" REGISTRATION
5. 1. Voting at the General Meeting
   2. 1. If you do not wish to, or are unable to, attend the General Meeting and you have not been contacted by your CSDP, CSDBP or broker, it is advisable for you to contact your CSDP, CSDBP or broker immediately and furnish your CSDP, CSDBP or broker with your voting instructions in the manner and by the cut-off time stipulated by your CSDP, CSDBP or broker in terms of the custody agreement between you and your CSDP, CSDBP or broker.
      2. If your CSDP, CSDBP or broker does not obtain voting instructions from you, your CSDP, CSDBP or broker will be obliged to act in accordance with the instructions contained in the custody agreement between you and your CSDP, CSDBP or broker.
      3. You must notcomplete the attached Form of Proxy (grey).
   3. Attendance and representation at the General Meeting
   4. 1. In accordance with the custody agreement between you and your CSDP, CSDBP or broker, you must advise your CSDP, CSDBP or broker if you wish to:
      2. 1. participate electronically, speak and vote at the General Meeting; or
         2. appoint a proxy to represent you electronically at the General Meeting.
      3. If you wish to electronically attend the General Meeting in person, your CSDP, CSDBP or broker should then issue the necessary letter of representation to you for you or your proxy to participate electronically, speak and vote at the General Meeting. In order to attend the General Meeting electronically you must register with TMS by following the procedure set out in paragraph 1 above and submit the letter of representation to TMS, as follows:
      4. 1. participants registering to participate in the General Meeting by submitting the completed Registration Form (the form of which is attached to the Notice of General Meeting), by submitting the letter of representation by e-mail to [e-mail]; or
         2. participants registering to participate in the General Meeting by delivering the completed Registration Form (the form of which is attached to the Notice of General Meeting) to TMS at JSE Building, One Exchange Square, 2 Gwen Lane, Sandown, 2196, by delivering the letter of representation at the above address.
      5. You must also connect to the General Meeting electronically, as explained in paragraph 1 above.
6. CERTIFICATED SHAREHOLDERS OR DEMATERIALISED SHAREHOLDERS WITH "OWN-NAME" REGISTRATION
7. 1. You may attend, speak and vote at the General Meeting electronically (or, if you are a company or other body corporate, be represented by a duly authorised natural person). Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached Form of Proxy (grey) in accordance with its instructions and returning it to the Secretaries at the address set out in that form, to be received by them for administrative purposes only no later than 10:00 am on Thursday, 22 June 2023, provided that any Form of Proxy (grey) not delivered to the Secretaries by this time may be emailed to the Secretaries (who will provide same to the chairman of the General Meeting) at any time before the appointed proxy exercises any Shareholder rights at the General Meeting.

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