THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the action you should take in relation to this document, please consult your stockbroker, banker, legal advisor or other professional advisor immediately. This document is issued in compliance with the Listings Requirements of the Botswana Stock Exchange to the Shareholders of Sefalana Cash and Carry Limited (“Sefcash”) for the purpose of explaining the proposed acquisition by Sefalana Holding Company Limited (“Sefhold”), of the remaining stated capital in Sefcash not held by Sefhold from the Minority Shareholders thereof (“the Minority Shareholders”), in consideration for which the Minority Shareholders shall be issued shares in the stated capital of Sefhold. In order to effect the acquisition aforesaid the Sefcash Board of Directors have instituted an application for a scheme of arrangement (“the Scheme of Arrangement”) between Sefcash and the Minority Shareholders in terms of Section 240 of the Companies Act (Cap 42:01) (“the Act”). In terms of the Scheme of Arrangement, the High Court has requisitioned a meeting of the Minority Shareholders to consider, and if deemed fit, to approve, the Scheme of Arrangement (“the Scheme Meeting) details of which are recorded herein.

Action required:

1 If you have disposed of all of your Sefcash shares, this Circular should be sent to the agent through whom you have disposed of such Sefcash shares, for onward delivery to the purchaser of those Sefcash shares.

2 A notice convening the Scheme Meeting to be held at 17:00 on 7 September 2010 at the Gaborone Sun Hotel Conference Centre, Gaborone, is attached hereto, which notice forms an integral part of this Circular. The relevant form of proxy is also attached. Shareholders who are unable to attend the Scheme Meeting should complete the attached form of proxy and return it to the office of the Company Secretary so as to be received by no later than 16:00 on 6 September 2010. Submission of a form of proxy will not preclude Shareholders from attending and voting in person at the Scheme Meeting, should they so desire.

Sefalana Cash and Carry Limited(“Sefcash” or the “Company”)

Share code: Sefcash ISIN: BW 000 000 0090Incorporated in the Republic of Botswana on 29 September 1994

Company No. 94/1481

SCHEME OF ARRANGEMENT IN TERMS OF SECTION 240 OF THE COMPANIES ACT (CAP 42:01) AS PROPOSED BETWEEN SEFCASH AND ITS SHAREHOLDERS

OTHER THAN THE EXCLUDED SHAREHOLDER

Transaction Advisors Legal Advisors Auditors and Reporting Accountants

Transfer Secretaries Sponsoring Broker Independent Financial Advisors

DATE OF ISSUE – 16 AUGUST 2010

Page 2

CORPORATE INFORMATION

Board of Directors: Company Secretary:Hans Kampmann – Managing Director MJW MakinChandra Chauhan Plot 10235Venkit Iyer Corner Lejara and Moporoporo RoadsJenny Marinelli Broadhurst Industrial SitesAndrew Pegge Gaborone

Sponsoring Broker: Registered Office:Stockbrokers Botswana Limited Plot 10235Plot 22, Letshego Place, Khama Crescent Corner Lejara and Moporoporo RoadsPrivate Bag 00113 Broadhurst Industrial SitesGaborone Gaborone

Transaction Advisors: Legal Advisors:Transaction Management Services (Proprietary) Limited BookbinderKhant/a Corpserve Botswana Transfer Secretaries First Floor Standard HouseFirst Floor, Unit 3, Kwena House The MallPlot 117 Gaborone International Finance Park Private Bag 382Kgale Gaborone CentralPrivate Bag 149 Suite 117 GaboroneGaborone

Auditors and Reporting Accountants: Independent Financial AdvisorsPricewaterhouseCoopers Imara Botswana LimitedPlot 50371 Plot 117,Unit 3, Block AFairgrounds Office Park Kwena HouseP O Box 294 Millennium Office Park Gaborone Kgale Hill Private Bag 00186Gaborone

Transfer Secretaries: DPS Consulting Services (Proprietary) Limited Plot 50371 Fairgrounds Office Park P O Box 294 Gaborone

Page 3

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATIONS 42. NUMBER OF SHARES IN ISSUE 63. OBJECTIVE OF THE SCHEME 64. THE SCHEME 65. THE SCHEME CONSIDERATION 76. SETTLEMENT OF THE SCHEME CONSIDERATION 77. SURRENDER OF DOCUMENTS OF TITLE 88. TAXATION 89. CONDITIONS PRECEDENT 810. REASONS FOR SCHEME AND INTENTIONS REGARDING THE DIRECTORS OF SEFCASH 811. DIRECTORS REMUNERATION 912. DIRECTORS SERVICE CONTRACTS 913. DIRECTORS’ OPINIONS AND RECOMMENDATIONS 914. DIRECTORS’ RESPONSIBILITY 915. UNDERTAKINGS IN RELATION TO THE SCHEME 916. SEFHOLD’S HOLDINGS OF SHARES AND DEALINGS THEREIN 1017. SEFCASH’S HOLDINGS OF SHARES AND DEALINGS THEREIN 1018. FINANCIAL INFORMATION 1019. MATERIAL CONTRACTS 1020. INSTRUCTIONS AND AUTHORITIES 1021. EXPERTS AND ADVISORS CONSENTS 1022. GENERAL 1023. DOCUMENTATION AVAILABLE FOR INSPECTION 11

SCHEDULES

Schedule 1 - Extracted Historical Financial Information In Respect Of SefcashSchedule 2 - Extracted Historical Financial Information In Respect Of SefholdSchedule 3 - Auditors Report On Extracted Historical Financial Information In Respect Of SefcashSchedule 4 - Auditors Report On Extracted Historical Financial Information In Respect Of SefholdSchedule 5 - Summarised Terms Of The Scheme Consideration Extracted From The Constitution Of Sefhold Schedule 6 - Fair And Reasonable ReportSchedule 7 - Scheme ApplicationSchedule 8 - Form Of Proxy For The Scheme MeetingSchedule 9 - Form Of Surrender And Transfer

IMPORTANT DATES AND TIMES

RECORD DATE WEDNESDAY 11 AUGUST 2010

APPLICATION DATE FOR EX PARTE ORDER FRIDAY 13 AUGUST 2010

SEFHOLD EGM 16:00 TUESDAY 7 SEPTEMBER 2010

SCHEME MEETING 17:00 TUESDAY 7 SEPTEMBER 2010

RETURN DATE FOR SCHEME FRIDAY 10 SEPTEMBER 2010

FINALISATION DATE FRIDAY 10 SEPTEMBER 2010

ISSUE OF SCHEME CONSIDERATION MONDAY 13 SEPTEMBER 2010

OPERATIVE DATE MONDAY 13 SEPTEMBER 2010

LISTING OF SCHEME CONSIDERATION WEDNESDAY 15 SEPTEMBER 2010

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

Page 4

1 DEFINITIONS AND INTERPRETATIONS

In this Scheme Circular and the schedules hereto, unless the context indicates a contrary intention, an expression which denotes any 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 words in the first column have the meaning stated opposite them in the second column as follows: “Business Day” any day other than a Saturday, Sunday or public holiday in Botswana;“Botswana” the Republic of Botswana;“BSE” the Botswana Stock Exchange;“Certificated Minority Shareholders” Minority Shareholders whose interest in the Scheme Shares are represented by a share

certificate or other physical Documents of Title which have not been surrendered for Dematerialisation;

“Certificated Scheme Consideration” that portion of the Scheme Consideration payable to a Certificated Minority Share-holder and as represented by a share certificate or other Document of Title;

“CSDB” Central Securities Depository Company of Botswana which entity operates an elec-tronic share register for securities listed on the Botswana Stock Exchange, including, inter alia, the Sefcash Electronic Register and the Sefhold Electronic Register;

“Companies Act” the Companies Act (Cap 42:01) and any amendment thereto;“Company Secretary” M J W Makin at the Registered Office; “Dematerialisation” the process by which Certificated Shares are converted or held in electronic form; “Dematerialised Minority Shareholders” a Minority Shareholder who holds his interest in Scheme Shares in Dematerialised

Scheme Shares;“Dematerialised Scheme Consideration” that portion of the Scheme Consideration payable to a Dematerialised Minority Share-

holder in a Dematerialised form; “Dematerialised Scheme Shares” Scheme Shares which have been Dematerialised in terms of the requirements of the

CSDB and held in electronic form on the Sefcash Electronic Share Register;“Documents of Title” valid share certificate(s), certified transfer forms, balance receipts and/or any other

documents acceptable to Sefcash in respect of the Shares;“Excluded Shareholder” Sefhold;“Ex Parte Order” the order to be granted by the High Court of Botswana to requisition the Scheme Meet-

ing; “Fair and Reasonable Report” the opinion by the Independent Financial Advisor in respect of the fairness of the num-

ber of Sefhold Shares to be issued to the Minority Shareholders in order to constitute the Scheme Consideration;

“Finalisation Date” the date on which all of the Conditions Precedent have been fulfilled and on which the Scheme becomes unconditional and binding, which Finalisation Date is expected to be 10 September 2010;

“Free Float” that proportion of the Shares held by the Minority Shareholders, representing 20.65% of the issued Shares;

“Independent Financial Advisor” Imara Botswana Limited; “Listings Requirements” the listings requirements of the BSE;“Major Shareholders” certain major shareholders and/ or their authorised representatives as further defined in

paragraph 15;“Minority Shareholders” shareholders of Sefcash who are the holders of the Free Float and are the participants

in the Scheme;“Operative Date” the Business Day immediately following the Finalisation Date of the Scheme, which

operative date is expected to be 13 September 2010;“Record Date” the close of business on 11 August 2010 or such later date as may be announced being

the last date to be recorded in the share registers of Sefcash in order to be eligible to receive the Scheme Consideration and to participate and vote in the Scheme Meeting;

“Registered Office” the registered office of Sefcash at Plot 10235, Corner Lejara and Moporoporo Roads, Broadhurst Industrial Sites, Gaborone, Botswana;

“Scheme” this scheme of arrangement in terms of Section 240 of the Companies Act as proposed by Sefcash between Sefcash and the Minority Shareholders whereby all of the Scheme Shares will be acquired by Sefhold and the Minority Shareholders will receive the Scheme Consideration as contemplated in this Scheme Circular;

“Scheme Application” the application to be made by Sefcash to the High Court of Botswana in order to effect the Scheme;

“Scheme Consideration” the consideration offered to the Minority Shareholders being 4.5 Sefhold Shares for 1 Scheme Share;

“Scheme Circular” this Scheme Circular, dated 27 July 2010 and schedules annexed hereto; “Scheme Meeting” the extraordinary general meeting of Shareholders, to be held at 17:00 on Tuesday 7

September 2010 at the Gaborone Sun Hotel Conference Centre, Gaborone and as req-uisitioned by the High Court of Botswana in terms of the Ex Parte Order, a draft notice of which Scheme Meeting forms part of Schedule 7 hereto;

“Scheme Shares” the ordinary shares in the stated capital of Sefcash as held by the Minority Shareholders as of the Record Date;

“Sefcash” or the “Company” Sefalana Cash and Carry Limited;“Sefcash Board” the board of directors of Sefcash;“Sefcash Electronic Register” the electronic register of the Sefcash as maintained by the CSDB on which register the

Dematerialised Scheme Shares are recorded;“Sefhold” Sefalana Holding Company Limited;

Page 5

“Sefhold Board” the board of directors of Sefhold;“Sefhold EGM” the extraordinary general meeting of shareholders of Sefhold Shares, to be held at 16:00

on Tuesday 7 September 2010 at the Gaborone Sun Hotel Conference Centre,Gaborone for the purposes of, inter alia, approving the issuance by Sefhold of the Scheme Con-sideration;

“Sefhold Electronic Register” the electronic register of the Sefhold as maintained by the CSDB on which register Dematerialised Sefhold Shares are recorded;

“Sefhold Resolutions” means the special and ordinary resolutions of Sefhold required to enable it to offer the Scheme Consideration to the Minority Shareholders in terms of this Scheme;

“Shareholders” holders of Shares;“Shares” all of the issued stated capital of Sefcash; and“Transfer Secretaries” DPS Consulting Services (Proprietary) Limited.“Sefhold Shares” all of the issued stated capital of Sefhold;

Page 6

INTRODUCTIONThis document contains the Scheme proposed by Sefcash between Sefcash and its shareholders other than the Excluded Shareholder. A detailed explanation of the effects of the Scheme is contained in paragraph 4 below. It was announced to Shareholders on 11 August 2010 that Sefhold had submitted a notice to the Sefcash Board expressing a firm intention to make an offer to acquire the Scheme Shares. On acceptance of the offer the Sefcash Board thereafter have taken a decision to propose the following Scheme.

2 NUMBER OF SHARES IN ISSUEORDINARY SHARES HELD BY THE MINORITY SHAREHOLDERS 4,198,000ORDINARY SHARES HELD BY THE EXCLUDED SHAREHOLDER 16,132,000TOTAL ISSUED ORDINARY SHARES 20,330,000

3 OBJECTIVE OF THE SCHEME

3.1 The objective of the Scheme is to procure that Sefhold, which presently holds 79.35% of the Shares, will acquire the interests of the Minority Shareholders represented by the Free Float in consideration for which the Minority Shareholders will receive the Scheme Consideration. The Scheme will result in Sefcash becoming a wholly-owned subsidiary of Sefhold.

3.2 Pursuant to the successful implementation of the Scheme, the Shares will be delisted from the BSE and the Minority Shareholders will become ordinary shareholders in Sefhold.

4 THE SCHEME

4.1 Subject to the Scheme becoming operative, Minority Shareholders shall be deemed, with effect from the Operative Date, to have:-

4.1.1 disposed of their Scheme Shares to Sefhold in exchange for the Scheme Consideration, and Sefhold will be deemed to have acquired ownership of the Scheme Shares, from the Operative Date, in exchange for the delivery by Sefhold of the Scheme Consideration to Sefcash, as stated below;

4.1.2 authorised Sefcash (as principal) to cause the Scheme Shares to be transferred and registered in the name of Sefhold;

4.1.3 authorised Sefcash (as principal) to cause the Certificated Scheme Consideration to be posted to and transferred into the names of the Certificated Minority Shareholders; and

4.1.4 authorised Sefcash (as principal) to cause the Dematerialised Scheme Consideration to be transferred to the relevant Dematerialised Minority Shareholders by procuring the appropriate entries being made in the Sefhold Electronic Register;

4.2 The mechanics of the Scheme upon the Scheme becoming operative are as follows:-

4.2.1 Certificated Minority Shareholders will be obliged to surrender their Documents of Title to the Transfer Secretaries, acting as agent for and on behalf of Sefcash, under the cover of the form of surrender and transfer attached to this Scheme Circular;

4.2.2 no action regarding the transfer of Documents of Title is required from Dematerialised Minority Shareholders;

+4.2.3 against transfer to Sefhold of the Dematerialised Scheme Shares from the Dematerialised Minority Shareholders, Sefcash will procure delivery of the Dematerialied Scheme Consideration due to Dematerialised Minority Shareholders;

4.2.4 Sefhold will deliver to Sefcash or the Transfer Secretaries, acting as agents for and on behalf of Sefcash, the Certificated Scheme Consideration in certificated form due to the Certificated Minority Shareholders;

4.2.5 Sefcash or the Transfer Secretaries, acting as agents for and on behalf of Sefcash, will post at the risk of the Minority Shareholders, the Certificated Scheme Consideration due to Certificated Minority Shareholders in certificated form to Certificated Minority Shareholders who have surrendered their Documents of Title.

4.3 Upon the Scheme becoming operative, Sefcash, as principal, will be obliged:-

4.3.1 to surrender to Sefhold all the Scheme Shares in certificated or electronic form, provided that Sefhold has complied with its obligations in terms of paragraph 4.2.4 and the Minority Shareholders have complied with their obligations in paragraph 4.2.1 above; and

4.3.2 at the request of Sefhold, to register, or procure the registration of the Scheme Shares in the names of Sefhold.

4.4 The delivery by Sefhold to Sefcash of the Scheme Consideration in certificated form shall be the sole and exclusive manner of discharge by Sefhold of its obligation to settle the Certficated Scheme Consideration due to the Certificated Minority Shareholders against receipt of the relevant Scheme Shares by Sefcash.

4.5 The procuring by Sefcash that the appropriate entries are made in the Sefhold Electronic Register shall be the sole and exclusive manner of discharge by Sefhold of its obligations to the Dematerialised Minority Shareholders to settle the Dematerialised Scheme Consideration due to the Dematerialised Minority Shareholders against transfer of the relevant Scheme Shares to Sefhold.

4.6 The rights of Minority Shareholders to receive the Scheme Consideration will be a right enforceable by Minority Shareholders against Sefcash only. Minority Shareholders will be entitled to require Sefcash to enforce its rights arising in terms of this Scheme against Sefhold, which rights Sefcash undertake to enforce.

4.7 In terms of the Scheme, the surrender of Documents of Title or Dematerialised records in respect of the Scheme Shares and settlement of the Scheme Consideration will be effected exclusively through Sefcash, or the Transfer Secretaries acting as the agent for and on behalf of Sefcash.

Page 7

4.8 Upon the Scheme becoming operative, Sefcash will become a wholly owned subsidiary of Sefhold and the listing of the Shares on the BSE will be terminated.

4.9 Each of Sefcash and Sefhold undertake not to declare a dividend until the earlier of the Operative Date and the date upon which any of the Conditions Precedent fail.

5 THE SCHEME CONSIDERATION

5.1 In consideration for the disposal of the Scheme Shares to Sefhold, Minority Shareholders will, subject to the Scheme becoming operative, be entitled to receive the Scheme Consideration comprising 4.5 Sefhold Shares for every 1 Scheme Share.

5.2 No fractions will be issued and any fraction of a Sefhold Share to which any Minority Shareholder is entitled to after the disposal of all of the Scheme Shares held by such Minority Shareholder will if it comprises 0.5 or more of a Sefhold Share be rounded up, otherwise it will be rounded down to the nearest whole Sefhold Share.

5.3 Completed forms of surrender and transfer together with the relevant Documents of Title must be lodged by Certificated Minority Shareholders with and received by the Transfer Secretaries at the address referred to in the form of surrender and transfer in order to receive the Scheme Consideration.

5.4 Should a Certificated Minority Shareholder(s) not deliver the form of surrender and transfer by 12:00 on the Finalisation Date, the said Certificated Minority Shareholder(s) shall be deemed to have accepted the Certificated Scheme Consideration in respect of their Scheme Shares. The Certificated Scheme Consideration due to such Certificated Minority Shareholders will only be due upon receipt by the Transfer Secretaries of the Documents of Title in respect of all the relevant Scheme Shares, together with the duly signed forms of surrender and transfer.

5.5 Dematerialised Minority Shareholders are requested to notify the Transfer Secretaries of their intention to effect transfer of the relevant Dematerialsed Scheme Shares to Sefhold in consideration for the issue and allotment to them of the Dematerialised Scheme Consideration by 12:00 on the Finalisation Date. If no instruction has been given to the Transfer Secretaries such Dematerialised Minority Shareholders will be deemed to have accepted the Dematerialised Scheme Consideration in respect of their Scheme Shares.

5.6 No action regarding the Documents of Title is mandated from Dematerialised Minority Shareholders.

6 SETTLEMENT OF SCHEME CONSIDERATION

6.1 The Dematerialised Scheme Consideration due in respect of the Dematerialised Scheme Shares will be delivered to Dematerialised Minority Shareholders on the Operative Date, by Sefcash procuring that appropriate entries are made on the Sefhold Electronic Register so that the Dematerialised Scheme Consideration is registered in the names of respective Dematerialised Minority Shareholders, provided that the Dematerialised Scheme Shares have been registered in the name of Sefhold in the Sefcash Electronic Share Register;

6.2 The Scheme Consideration due in respect of the Certificated Scheme Shares will be posted to the Certificated Minority Shareholders at their risk, to those Certificated Minority Shareholders who have surrendered their Documents of Title, together with duly signed forms of surrender and transfer in accordance with the instructions contained therein. Where the Documents of Title in respect of the Scheme Shares have been surrendered to the Transfer Secretaries, together with duly signed forms of surrender and transfer;

6.2.1 prior to the Finalisation Date, which is expected to be 10 September 2010 the Scheme Consideration will be posted on the Operative Date which is expected to be 13 September 2010;

6.2.2 after the Finalisation Date, the Scheme Consideration will be posted within five Business Days of the receipt of the duly surrendered Documents of Title in relation to the Scheme Shares and forms of surrender and transfer; and

6.2.3 such posting will be made at the risk of the Minority Shareholders.

6.3 Where on or subsequent to the Operative Date a person who is not a registered holder of Scheme Shares tenders to the Transfer Secretaries Documents of Title together with a form of surrender and transfer purporting to have been executed on or before the Record Date on behalf of the registered holder of such shares and provided that the Scheme Consideration shall not already have been posted by post or delivered to the registered holder, such transfer may, subject to Sefhold and Sefcash being given an indemnity on terms acceptable to them and at the cost of the Minority Shareholder, be accepted by Sefcash and Sefhold as if it were a valid transfer to such person of the Scheme Shares concerned. The Scheme Consideration will be posted to such person in accordance with the provisions of 6.2 above within five Business Days of such acceptance.

6.4 If the Scheme Consideration is not sent to Certificated Scheme Participants entitled thereto because the relevant Documents of Title and forms of surrender and transfer have not been submitted in accordance with paragraph 4.2.1 or if the Scheme Consideration is returned undelivered to the Transfer Secretaries, the Scheme Consideration will be held by Sefcash or the Transfer Secretaries, on behalf of such Minority Shareholders until the expiry of 6 months from the Operative Date until claimed. Upon the expiry of the said 6 month period the obligation to hold the unclaimed Scheme Consideration shall thereafter be an obligation which is imposed solely upon Sefcash.

6.5 The settlement of the Scheme Consideration to which any Minority Shareholder becomes entitled in terms of the Scheme will be effected in full in accordance with the Scheme without regard to any lien, right of set-off, counter-claim or any other analogous right to which Sefhold or Sefcash may be entitled.

Page 8

7 SURRENDER OF DOCUMENTS OF TITLE This paragraph 7 only applies to Certificated Minority Shareholders and does not apply to Dematerialised Minority

Shareholders

7.1 Certificated Minority Shareholders must surrender their Documents of Title in respect of all their Certificated Scheme Shares in order to claim the Scheme Consideration.

7.2 Certificated Minority Shareholders who wish to surrender their Documents of Title in anticipation of the Scheme becoming operative must complete the attached form of surrender and transfer and return it together with the Documents of Title in respect of the Certificated Scheme Shares to the Transfer Secretaries.

7.3 Alternatively, Certificated Minority Shareholders may wait until the Scheme becomes operative and surrender their Documents of Title under cover of a completed form of surrender and transfer, as attached hereto, at that time.

7.4 No receipts will be issued for Documents of Title surrendered unless specifically requested in writing.

7.5 Documents of Title surrendered by Certificated Minority Shareholders prior to the Operative Date in anticipation of the Scheme becoming operative will be held on behalf and for the benefit of the surrendering Minority Shareholder by the Transfer Secretaries pending the Scheme becoming operative. If the Scheme does not become operative for any reason whatsoever, the Transfer Secretaries will, within five Business Days of the date upon which it becomes known that the Scheme will not become operative, return the Documents of Title, by post, to the Certificated Minority Shareholder concerned, at the risk of such Certificated Minority Shareholder.

7.6 Certificated Minority Shareholders who surrender their Documents of Title before the Finalisation Date will not be able to Dematerialise their Documents of Title or trade their Scheme Shares after such surrender.

7.7 Sefcash may dispense with the surrender of such Documents of Title upon production of evidence satisfactory to Sefcash and Sefhold that the Documents of Title have been lost or destroyed and upon the provision of a suitable indemnity satisfactory to Sefcash at the cost of such Certificated Minority Shareholder. Indemnity forms are obtainable from the Transfer Secretaries on request and will be regarded as the only suitable form for submission in such case.

7.8 If a Certificated Minority Shareholder does not surrender his Documents of Title in respect of his holding of Scheme Shares, then the Certificated Scheme Consideration as delivered by Sefhold to Sefcash will be deemed to have been received and held in terms of paragraph 6.4 above, pending the surrender by the Certificated Minority Shareholder of his Documents of Title in respect of his holding of Scheme Shares.

8 TAXATION

Shareholders are advised to consult their professional advisors about their personal tax positions regarding their receipt of the Scheme Consideration.

9 CONDITIONS PRECEDENT

9.1 The Scheme will become binding on the Finalisation Date, subject to the fulfillment by 10 September 2010 of the following Conditions Precedent (and will become operative on the Operative Date):-

9.1.1 the passing of the Sefhold Resolutions approving the issue and allotment of sufficient Sefhold Shares to satisfy the Scheme Consideration due to all Minority Shareholders to enable them to participate in the Scheme as required in terms of the Companies Act, being duly passed at the Sefhold EGM in accordance with the Companies Act.

9.1.2 the Scheme being approved at the Scheme Meeting by a majority of the Minority Shareholders representing not less than three-fourths of the votes exercisable by Minority Shareholders present and voting, either in person or by proxy, or by representative, at a duly quorate Scheme Meeting (it being recorded that the quorum for the Scheme Meeting shall be at least two Minority Shareholders who between them hold at least 51% of the Free Float);

9.1.3 the Scheme being sanctioned by the Court; and

9.1.4 the conditional approval of the BSE to the listing of the Scheme Consideration.

9.2 In the event that the Conditions Precedent have not been met by 10 September 2010 or such later date as agreed to by Sefcash and Sefhold, the Scheme will fail to become operative and will be of no force and effect.

10 REASONS FOR SCHEME AND INTENTIONS REGARDING THE DIRECTORS OF SEFCASH

The Sefcash Board are of the opinion that the Scheme is in the best interests of the Minority Shareholders and shareholders of Sefhold for the following reasons:

10.1 the low free float in Sefcash means that there is very little liquidity in the market for Sefcash shares. By effecting the Transaction, the free float of Sefhold shares will increase and will potentially increase liquidity in the market for Sefhold shares;

10.2 the restructure will simplify the corporate and operating structure of Sefcash and Sefhold, allowing for cost savings and further potential operational efficiencies;

10.3 the restructure will improve Sefcash’s and Sefhold’s financial leverage, financial capability and critical mass;

10.4 the restructure will provide Sefhold with greater control over its cash flows to gear its operations and to allocate its capital more efficiently and effectively to its group companies including Sefcash;

10.5 the Sefcash Board of Directors believes that the proposed Transaction represents an attractive opportunity for the Minority Shareholders to become part of a larger, more diversified group, with a strong balance sheet, while providing the Minority Shareholders with a premium on their shareholding in Sefcash in recognition of the limited liquidity of their current shareholding.

Page 9

11 DIRECTORS REMUNERATION

There will be no changes to the remuneration policy of the Directors of Sefcash arising out of the transaction envisaged in the Scheme.

12 DIRECTORS SERVICE CONTRACTS

12.1 Hans Kampmann is the sole executive director of Sefcash and has been a member of the Board of the Sefcash Board since 2009. The material terms of his contract are as follows:-

12.1.1 has a term which expires on 30 April 2011;

12.1.2 provides for a monthly remuneration of P82,500.00 per month together with a performance related bonus up to 75% of annual salary;

12.1.3 18 leave days per annum; and

12.1.4 is terminable on one months notice.

12.2 No further executive director contracts have been entered into or amended within the past six months from the date of this Scheme Circular.

13 DIRECTORS’OPINIONS AND RECOMMENDATIONS

13.1 The directors of Sefcash are of the opinion that the terms and conditions of the Scheme are fair and reasonable and will be to the long-term benefit of the Minority Shareholders. In effecting this decision, and with the specific approval of the BSE, the Sefcash Board established a sub-committee to consider the methodology incorporated in the Fair and Reasonable Report and thereafter to provide their findings to the Sefcash Board which sub-committee was comprised of the managing director of Sefcash and two independent qualified persons (“the Sub-Committee”).

13.2 The two independent persons co-opted to the Sub-Committee were Messrs. Duncan Majinda and John Hinchcliffe. Mr Majinda has a MBA from the University of Manchester and is presently the CEO of the Botswana Institute of Accountants and Mr Hinchcliffe is a chartered accountant, and is the Managing Director of an international consulting entity.

13.3 The Sub-Committee met and considered the methodology incorporated in the Fair and Reasonable Report and concluded that the methodology employed by the Independent Financial Advisor in terms of the Fair and Reasonable Report was appropriate.

13.4 Accordingly, the Sefcash Board resolved to accept the offer and to recommend that the Scheme Meeting be requisitioned in terms of the Act to consider the Scheme. The Sefcash Board further recommends that the Minority Shareholders vote in favour of the Scheme. The directors record that there have been no alternative offers.

14 DIRECTORS’RESPONSIBILITY

The directors, whose names are given in the section entitled corporate information in this Scheme 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 that there are no other facts the omission of which would make any statement false or misleading, and that they have made all reasonable enquiries to ascertain such facts and (if applicable) that this Circular contains all information required by the law.

The directors confirm that the Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisers would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company.

15 UNDERTAKINGS IN REALATION TO THE SCHEME

The Sefcash Board has received written irrevocable undertakings from the following major shareholders and/or their duly authorised representatives (“the Major Shareholders”), pursuant to which the Major Shareholders have irrevocably agreed, in the event that the High Court requisitions the Scheme Meeting, to vote the shares which are beneficially held by them, or in the case of a duly authorised representative, under their discretion to control, to vote such shares in favour of the Scheme:-

NAME OF MAJOR SHAREHOLDER NUMBER OF SHARESMotor Vehicle Accident Fund 324,625Fleming Asset Management 1,101,206Investec Asset Management 554,869Botswana Insurance Fund Management 941,178

16 SEFHOLD’S HOLDINGS OF SHARES AND DEALINGS THEREIN

16.1 Mr Chandra Chauhan, who is both a director of Sefhold and Sefcash, holds 900 shares in Sefcash. In the premises, Mr Chauhan is precluded from voting at the Scheme Meeting.

16.2 The number of Shares held by Sefhold is 16,132,000 and as further recorded in paragraph 2 above.

16.3 The Sefcash Board record that there are no persons acting in concert with Sefhold in respect of the Scheme.

16.4 None of the parties recorded above have dealt for value in the Shares within six months preceding the date of this Scheme Circular.

Page 10

17 SEFCASH’S HOLDINGS OF SHARES AND DEALINGS THEREIN

17.1 Sefcash does not hold any interest in the stated capital of Sefhold.

17.2 There are no persons acting in concert with Sefcash.

17.3 Certain Shareholders hold the following significant interest in the shares in Sefhold and as follows:-

NAME OF SHAREHOLDER NUMBER OF SHARES

PERCENTAGE INTEREST IN STATED CAPITAL

Motor Vehicle Accident Fund 18,535,956 11.19%BBN (Pty) Limited Re: IAM 03/14 18,403,386 11.11%Stanbic Nominees Re: BIFM BPOPF 17,634,219 10.64%BBN (Pty) Limited Re:- FAM 358276 11,350,127 6.85%Stanbic Nominees Re:- BIFM 9,949,799 6.00%

17.4 None of the parties recorded above have dealt for value in Sefhold Shares within six months preceding the date of this Scheme Circular.

18 FINANCIAL INFORMATION

18.1 Please refer to Schedule 1 attached hereto in respect of abridged financial reports of Sefcash for the previous four financial years ended 30 April 2006 to 2009, as well as the last interim reports dated 31 October 2009. The full accounting policies, notes to the accounts and auditor’s reports can be found in the annual reports of Sefcash which documents are available for inspection at the registered offices of Sefcash.

18.2 There have been no material changes in the financial or trading position of Sefcash subsequent to the publication of the interim reports dated 31 October 2009 and the notes recorded in such interim reports.

18.3 The auditor’s report on the extracted historical financial information of Sefcash in Schedule 1 can be found in Schedule 3.

18.4 Please refer to Schedule 2 attached hereto in respect of abridged financial reports of Sefhold for the previous four financial years ended 30 April 2006 to 2009, as well as the last interim reports dated 31 October 2009. The full accounting policies, notes to the accounts and auditor’s reports can be found in the annual reports of Sefhold which documents are available for inspection at the registered office of Sefhold.

18.5 There have been no material changes in the financial or trading position of Sefhold subsequent to the publication of the interim reports dated 31 October 2009 and the notes recorded in such interim reports.

18.6 The auditor’s report on the extracted historical financial information of Sefhold in Schedule 2 can be found in Schedule 4.

19 MATERIAL CONTRACTS

There are no material contracts save as are disclosed in the annual reports of the Company.

20 INSTRUCTIONS AND AUTHORITIES

20.1 Sefcash and Sefhold shall be entitled to accept and act on all documents recorded with Sefcash relating to the status and capacity of any Minority Shareholder.

20.2 Each mandate, instruction or authority with regard to the Scheme Shares recorded with Sefcash at the Record Date will be deemed, unless and until revoked, to be a mandate, instruction or authority to Sefcash and Sefhold in respect of any right accruing in respect of the Scheme Consideration.

21 EXPERTS AND ADVISORS CONSENTS

The Independent Financial Advisor, auditors and reporting accountants, sponsoring broker, legal advisor, transaction advisor and Transfer Secretaries have consented in writing to act in their respective capacities and to their names being stated in this Circular and have not withdrawn their respective consents prior to the publication of this Circular.

22 GENERAL

22.1 Sefcash and Sefhold hereby irrevocably undertake to each other that immediately after the Scheme becomes operative, each of them will sign and/or procure the signing of all documents which are necessary to be signed and will carry out and/or procure the carrying out of all acts which are necessary to be carried out to give effect to the Scheme.

22.2 Upon the Scheme becoming operative, Documents of Title relating to the Scheme Shares will cease to be of any value, other than for the purpose of surrender in terms of the Scheme, and no certificates or deeds or documents will be issued by Sefcash in place thereof.

22.3 On the Operative Date, every director of Sefcash and every director of the Transfer Secretaries will irrevocably be deemed to be the attorney and agent in rem suam of each of the Minority Shareholders to implement the Scheme and registration of transfer referred to in paragraph 4 above or elsewhere in this Scheme above and to sign any instrument of transfer in respect thereof or any other documents required to implement the Scheme.

22.4 Subject to the written consent of Sefhold, the directors of Sefcash may consent:-

22.4.1 before or at the Scheme Meeting, at any time prior to the voting in respect of the Scheme, to any amendment, variation or modification of the Scheme;

22.4.2 to any amendment, variation or modification which the Court may think fit to approve or impose;

Page 11

provided that no amendment, variation or modification made after the Scheme Meeting may have the effect of diminishing the rights which will accrue to a Minority Shareholders in terms of the Scheme or increase the obligations of Sefhold in terms of the Scheme.

22.5 A certificate signed by any director of Sefcash and Sefhold stating that all the conditions of the Scheme have been fulfilled and that the Scheme has become operative shall be binding on Sefcash, Sefhold and Minority Shareholders.

22.6 All dates and times referred to in the Scheme are subject to amendment. Details of any such amendments will be published in the press.

22.7 The Excluded Shareholder will not vote at the Scheme Meeting.

22.8 Sefhold shall bear the costs of the Independent Financial Advisor. Sefcash shall bear and pay the costs of the Scheme Application and all other regulatory fees of any nature whatsoever.

23 DOCUMENTATION AVAILABLE FOR INSPECTION

Copies of the documents listed below will be available for inspection during normal business hours on Business Days from the date of issuance of this Circular until the date of the Scheme Meeting at the Registered Office:

23.1 the constitutions of Sefcash and Sefhold;

23.2 the Fair and Reasonable Report;

23.3 the letters of consent of the Independent Financial Advisor, auditors, sponsoring broker, legal advisor, transaction advisor and Transfer Secretaries;

23.4 the Scheme Application;

23.5 the Ex Parte Order;

23.6 any irrevocable undertakings received prior to the date of the Scheme Circular;

23.7 the full audited financial statements of Sefhold and Sefcash for the past 4 financial years ended 30 April 2006 to 2009, including the accounting policies, notes to the financial statements and auditor’s report.

FOR AND ON BEHALF OF THE BOARD OF SEFCASH

Dated at Gaborone this 27th day of July 2010.

……………………………. …………………………….

CHANDRA CHAUHAN (Director) VENKIT IYER (Director)

SEFALANA CASH AND CARRY LIMITED

FOR AND ON BEHALF OF THE BOARD OF SEFHOLD

Dated at Gaborone this 27th day of July 2010.

……………………………. …………………………….

CHANDRA CHAUHAN (Director) VENKIT IYER (Director)

SEFALANA HOLDING COMPANY LIMITED

Page 12

Sefalana Cash & Carry Limited Income Statement

Audited results for the 12 months ended 30 April:- 2006 2007 2008 2009P’000 P’000 P’000 P’000

Revenue 998 206 1 046 216 1 244 067 1 569 028 Cost of sales ( 982 860) (1 017 021) (1 195 137) (1 476 551)Gross profit 15 346 29 195 48 930 92 477 Administration expenses ( 11 245) ( 12 755) ( 18 524) ( 29 103)Other operating costs ( 2 189) ( 1 993) ( 4 043) ( 3 684)Operating profit 1 912 14 447 26 363 59 690 Finance income 7 937 6 932 4 844 5 999 Finance costs ( 4 773) ( 4 735) ( 4 604) ( 4 835)Share of loss of associates ( 2 669)Profit before tax 5 076 16 644 26 603 58 185 Income tax expense 5 282 ( 3 517) ( 4 525) ( 14 237)Profit for the year 10 358 13 127 22 078 43 948

Earnings per share (thebe) 50.95 64.57 108.60 216.17

Dividends paid per share (thebe) 208 114 67 50

Number of shares 20 330 000 20 330 000 20 330 000 20 330 000

Statement of Changes in Equity Stated Share Retained capital premium earnings Total P’000 P’000 P’000 P’000

Balance at 30 April 2005 203 12 601 104 349 117 153 Profit for the year 10 358 10 358 Dividends paid ( 42 286) ( 42 286)Balance at 30 April 2006 203 12 601 72 421 85 225 Profit for the year 13 127 13 127 Dividends paid ( 23 176) ( 23 176)Balance at 30 April 2007 203 12 601 62 372 75 176 Transfer of share premium to stated capital 12 601 ( 12 601) Profit for the year 22 078 22 078 Dividends paid ( 13 621) ( 13 621)Balance at 30 April 2008 12 804 70 829 83 633 Profit for the year 43 948 43 948 Dividends paid ( 10 165) ( 10 165)Balance at 30 April 2009 12 804 104 612 117 416

SCHEDULE 1EXTRACTED FINANCIAL INFORMATION IN RESPECT OF SEFCASH

Page 13

Sefalana Cash & Carry Limited Balance Sheet

Audited results as at 30 April:- 2006 2007 2008 2009P’000 P’000 P’000 P’000

ASSETS

Non-current assetsProperty, plant and equipment 28 484 23 635 29 868 28 016 Goodwill 2 393 2 393 8 444 5 803 Property development loan 1 410 1 320 1 220 1 105 Deferred tax assets 8 385 8 795 9 842 12 808 Investment in associate 7 510

40 672 36 143 49 374 55 242

Current assets

Inventories 104 579 104 356 151 970 158 606 Trade and other receivable 56 777 37 083 63 955 59 643 Cash and bank balances 69 771 85 633 46 191 84 050

231 127 227 072 262 116 302 299

TOTAL ASSETS 271 799 263 215 311 490 357 541

EQUITY AND LIABILITIES

Capital and reservesStated capital 12 804 12 804 12 804 12 804 Retained earnings 72 421 62 372 70 829 104 612 Total equity 85 225 75 176 83 633 117 416

Non-current liabilitiesFinance lease obligations 25 476 24 293 22 333 19 394

Current liabilities Trade and other payables 153 303 158 193 191 683 194 504 Finance lease obligations 570 1 182 1 960 2 939 Current tax liabilities 2 631 999 3 856 12 547 Provisions 3 212 3 372 8 025 10 741 Dividend payable 1 382

161 098 163 746 205 524 220 731

Total liabilities 186 574 188 039 227 857 240 125

TOTAL EQUITY AND LIABILITIES 271 799 263 215 311 490 357 541

Page 14

Sefalana Cash & Carry Limited Cash Flow Statement

Audited results for the period ended 30 April:- 2006 2007 2008 2009P’000 P’000 P’000 P’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before tax 5 076 16 644 26 603 58 185 Net finance income ( 3 164) ( 2 197) ( 240) ( 1 164)(Gain) Loss on disposal of property plant and equipment ( 9) ( 164) 594 ( 84)Depreciation & Amortisation of intangible assets 5 836 5 542 9 117 9 511 Operating profit / (loss) before working capital changes 7 739 19 825 36 074 66 448 Movements in working capital:Movement in trade and other receivables ( 7 589) 19 694 ( 26 872) 4 312 Movement in inventories 9 376 223 ( 47 614) ( 6 636)Movement in trade and other payables and provisions 22 248 5 050 38 143 5 537 Cash generated from operations 31 774 44 792 ( 269) 69 661 Income taxes paid ( 975) ( 9 035) ( 4 750) ( 10 012)Net cash generated /(utilised) by operating activities 30 799 35 757 ( 5 019) 59 649

CASH FLOWS IN INVESTING ACTIVITIES

Interest received 7 937 6 932 4 844 5 999 Purchase of computer software rights ( 8 378) ( 220)Purchase of property, plant and equipment ( 1 637) ( 693) ( 13 624) ( 4 798)Proceeds from disposal of property, plant and equipment 9 164 7 84 Receipts from loans advanced 32 90 100 115 Investment in associates ( 7 510)Net cash flows in investing activities 6 341 6 493 ( 17 051) ( 6 330)

CASH FLOWS IN FINANCING ACTIVITIES

Movement in long term borrowings ( 4 866) ( 5 306) ( 5 786) ( 6 795)Dividends paid ( 34 561) ( 21 082) ( 11 586) ( 8 665)Net cash flows in financing activities ( 39 427) ( 26 388) ( 17 372) ( 15 460)

NET MOVEMENT IN CASH AND CASH EQUIVALENTS ( 2 287) 15 862 ( 39 442) 37 859 CASH AND CASH EQUIVALENTS at beginning of year 72 058 69 771 85 633 46 191 CASH AND CASH EQUIVALENTS at end of year 69 771 85 633 46 191 84 050

Page 15

Sefalana Cash & Carry Limited (Unaudited Financial Results for the six months ended 31 October 2009)

Abridged Statement of Comprehensive Income

31 October 2009 P’000

Sales 742 267 Cost of sales ( 710 368)Gross profit 31 899 Administration costs ( 15 582)Other operating costs ( 2 215)Operating profit 14 102 Net finance income 387 Share of loss of associates ( 1 133)Profit before income tax 13 356 Income tax 495 Profit for the period 13 851

Shares in issue (‘000s) 20 330 Earnings per share (thebe) 68.13

Dividends per share (thebe) - ordinary - paid 150.00

Abridged Statement of Changes in Equity Stated

Capital Retained Earnings Total

P’000 P’000 P’000

Balance at 30 April 2009 12 804 104 612 117 416 Profit for the period 13 851 13 851 Dividend paid ( 30 495) ( 30 495)Balance at 31 October 2009 12 804 87 968 100 772

Page 16

Sefalana Cash & Carry Limited(Unaudited Financial Results for the six months ended 31 October 2009)

Abridged Statement of Financial Position

31 October 2009

P’000

ASSETS

Non-current assetsProperty, plant and equipment 27 504 Intangible assets 4 370 Investments in associates 6 762 Loan receivable 1 039 Deferred income tax assets 13 290

52 965

Current assetsInventories 155 782 Trade and other receivables 63 208 Cash and cash equivalents 68 443

287 433

Total Assets 340 398

EQUITY AND LIABILITIES

EquityStated capital 12 804 Retained earnings 87 968 Total equity 100 772

Non-current liabilitiesFinance lease liabilities 16 700

Current liabilitiesTrade and other payables 209 746 Provisions 7 975 Finance lease liabilities 4 164 Current income tax liabilities 1 041

222 926

Total Equity and Liabilities 340 398

Page 17

Sefalana Cash & Carry Limited(Unaudited Financial Results for the six months ended 31 October 2009)

Abridged Statement of Cash Flows31 October 2009

P’000

Operating profit before working capital changes 16 355 Decrease/(increase) in working capital 14 501 Cash generated from/(utilised in) operations 30 856 Income tax paid ( 15 996)Net cash generated from/(utilised in) operations 14 860 Net cash utilised in investing activities ( 1 028)Net cash utilised in financing activities ( 29 439)Net increase/(decrease) in cash and cash equivalents ( 15 607)Cash and cash equivalents at beginning of period 84 050 Cash and cash equivalents at end of period 68 443

Page 18

SCHEDULE 2EXTRACTED HISTORICAL FINANCIAL INFORMATION IN RESPECT OF SEFHOLD

Sefalana Holding Company Limited

Consolidated Income Statement

Audited results for the 12 months ended 30 April:- 2006 2007 2008 2009P’000 P’000 P’000 P’000

Revenue 70 565 1 019 844 1 402 745 1 875 500 Cost of sales ( 24 970) ( 940 674) (1 293 401) (1 703 116)Gross profit 45 595 79 170 109 344 172 384

Other gains 1 186 7 184 11 490 695 Investment revenue 5 049 7 772 5 474 7 317 Administration expenses ( 20 563) ( 54 699) ( 68 435) ( 66 604)Finance costs ( 9) ( 8 119) ( 10 082) ( 13 295)Share of loss from associates 1 997 98 ( 2 669)

Profit before tax 33 255 31 406 47 791 97 828 Income tax expense 516 ( 4 709) ( 10 054) ( 25 253)Profit for the year 33 771 26 697 37 737 72 575

Attributable to:Equity holders of the parent 33 771 22 708 30 164 56 887 Minority interest 3 989 7 573 15 688

33 771 26 697 37 737 72 575

Shares in issue at beginning of year (number) 16 000 000 16 000 000 16 422 414 165 649 067 Shares issued during the year (number) 422 414Increase due to share split (number) 147 801 726 Capitalisation shares issued (number) 1 424 927 Shares in issue at end of year (number) 16 000 000 16 422 414 165 649 067 165 649 067

Weighted average shares in issue (number) 16 000 000 16 316 811 164 356 873 165 649 067

Dividends per share (thebe) - ordinary - paid* 100.00 50.00 5.00 10.00

Dividends per share (thebe) - ordinary - proposed* 100.00 50.00 10.00 20.00

Earnings per share (thebe) * 21.10 13.92 18.35 34.34

*The earnings and dividends per share have been restated to take into account the share split in 2007.

Page 19

Sefalana Holding Company Limited

Consolidated Balance Sheet

Audited results as at 30 April:- 2006 2007 2008 2009P’000 P’000 P’000 P’000

ASSETS

Non-current assetsProperty, plant and equipment 11 900 97 073 137 962 161 701 Investment property 77 397 19 810 26 117 39 968 Goodwill 24 880 30 931 28 290 Property development loan 1 320 1 220 1 105 Deferred rental 4 977 197 916 Deferred tax assets 7 121 8 900 11 770 Investment in associate 34 625 7 510

128 899 150 204 205 327 251 260

Current assetsInventories 2 186 123 190 170 310 190 560 Trade and other receivable 11 568 65 430 93 137 92 077 Amounts due from related parties 270 Deferred taxation 1 443 1 548 Current tax assets 842 1 567 Cash and bank balances 26 846 93 615 59 483 143 299 Non - current asset held for resale 6 350

41 442 290 422 324 373 427 484

TOTAL ASSETS 170 341 440 626 529 700 678 744

EQUITY AND LIABILITES

Capital and reservesStated capital 2 115 8 271 14 612 14 612 Reserves 39 324 8 816 24 454 24 454 Retained earnings 104 754 133 759 147 499 187 821 Equity attributable to equity holders of the parent 146 193 150 846 186 565 226 887 Minority interest 29 326 33 728 46 445 Total equity 146 193 180 172 220 293 273 332

Non-current liabilitiesFinance lease obligations 24 293 22 333 19 394 Deferred tax liabilities 15 495 14 900 19 552 19 806 Borrowings 14 353 Deferred lease obligations 403 740 342

15 495 39 596 42 625 53 895

Current liabilities Trade and other payables 6 277 164 929 199 332 243 298 Amounts due to related parties 1 166 Finance lease obligations 1 273 1 960 2 939 Borrowings 1 025 Current tax liabilities 358 1 346 4 355 13 414 Bank overdrafts 44 550 46 620 71 002 Provisions 2 018 7 594 14 515 19 839

8 653 220 858 266 782 351 517

Total liabilities 24 148 260 454 309 407 405 412

TOTAL EQUITY AND LIABILITIES 170 341 440 626 529 700 678 744

Page 20

Sefalana Holding Company LimitedConsolidated Statement of Changes in Equity

Issued share

capital

Properties revaluation

reserve

Associate’s undistributed

income

Group P’000 P’000 P’000

Balance at 30 April 2005 2 115 10 361 41 513 Release of revaluation surplus (626)Profit for the yearAssociate’s undistributed result (11 924)Dividends paid - 2005 finalDividends paid - 2006 interimBalance at 30 April 2006 2 115 9 735 29 589

Shares issued during the year 6 156 On acquisition of subsidiariesRelease of revaluation surplus (919)Profit for the yearAssociate’s retained earnings transferred (29 589)Dividends paid - 2006 finalDividends paid - 2007 interimBalance at 30 April 2007 8 271 8 816

Balance at 30 April 2007 8 271 8 816 On additional interest in subsidiaryProfit for the year Dividends paid - 2007 final Dividends paid - 2008 interimCapitalisation of dividend - 2008 interim 6 341 Net revaluation of properties 15 638 Balance at 30 April 2008 14 612 24 454

Balance at 30 April 2008 14 612 24 454 Profit for the yearChange in fair value Dividends paid - 2008 finalAdditionsBalance at 30 April 2009 14 612 24 454

Page 21

Retained earnings

Attributable to equity holders of

the parent

Minority Interest Total

P’000 P’000 P’000 P’000

107 059 161 048 161 048 (626) (626)

33 771 33 771 33 771 11 924 (32 000) (32 000) (32 000)(16 000) (16 000) (16 000)

104 754 146 193 146 193

104 754 146 193 146 193 6 156 6 156

30 224 30 224 919

22 708 22 708 3 989 26 697 29 589 (16 000) (16 000) (16 000)

(8 211) (8 211) (4 887) (13 098) 133 759 150 846 29 326 180 172

133 759 150 846 29 326 180 172 (274) (274)

30 164 30 164 7 573 37 737 (8 211) (8 211) (2 099) (10 310)(1 872) (1 872) (798) (2 670)(6 341)

15 638 15 638 147 499 186 565 33 728 220 293

147 499 186 565 33 728 220 293 56 887 56 887 15 688 72 575

(16 565) (16 565) (2 993) (19 558) 22 22

187 821 226 887 46 445 273 332

Page 22

Sefalana Holding Company LimitedConsolidated Cash Flow Statement

Audited results for the period ended 30 April:- 2006 2007 2008 2009P’000 P’000 P’000 P’000

CASH FLOWS FROM OPERATING ACTIVITIESProfit for the year 33 771 26 697 37 737 72 575 Income tax expense (516) 4 709 10 054 25 253 Finance costs 9 8 119 10 082 13 295 Investment revenue (5 049) (7 772) (5 474) (7 317)Gain on disposal of investment property (991) (500) (4 650)Change in fair value of investment property (6 688) 732 Straight line adjustment on rental income 140 (1 117)Deferred lease income (3 669) (482) Impairment of property, plant and equipment 1 371 (Gain) Loss on disposal of property plant and equipment (29) 23 593 (344)Share of profits of associates (1 997) (98)Amortisation of intangible assets 2 327 2 861 Depreciation of property, plant and equipment 845 6 879 11 043 12 208 Operating profit / (loss) before working capital changes 22 374 37 575 56 535 118 146 Movements in working capital:Movement in trade and other receivables 1 165 3 763 (27 707) 1 060 Movement in inventories 433 (925) (47 120) (20 250)Movement in trade and other payables and provisions 2 490 3 252 41 324 49 290 Movement in balances with related parties 896 (896) Cash generated from operations 26 462 44 561 22 136 148 246 Interest on loans and finance leases paid (9) (8 119) (10 082) (13 295)Income taxes paid (4 892) (4 875) ( 8 053) (18 915)Net cash generated /(utilised) by operating activities 21 561 31 567 4 001 116 036

CASH FLOWS IN INVESTING ACTIVITIESInterest received 5 049 7 772 5 474 7 317 Dividends received from associates 13 600 544 Purchase of computer software rights (8 378) (220)Purchase of property, plant and equipment (4 165) (1 898) (33 923) (36 254)Purchase and additions to investment property (15 248)Proceeds from disposal of property, plant and equipment 17 178 51 1 316 Receipts from loans advanced 100 115 Proceeds from disposal of investment property 2 210 2 661 11 000 Additional investment in subsidiaries (274)Investment in associates (7 510)Acquisition of subsidiaries (51 681)Minority share in acquisition of subsidiaries 22 Net cash flows in investing activities 16 711 (42 424) (25 950) (50 462)

CASH FLOWS IN FINANCING ACTIVITIESMovement in long term borrowings 7 000 (439) (1 273) 13 418 Cash dividends paid - to equity holders of the parent (40 800) (24 211) (10 083) (16 565) - to minority interests (4 887) (2 897) (2 993)Net cash flows in financing activities (33 800) (29 537) (14 253) (6 140)NET MOVEMENT IN CASH AND CASH EQUIVALENTS 4 472 (40 394) (36 202) 59 434 CASH AND CASH EQUIVALENTS at beginning of year 22 374 26 846 49 065 12 863 CASH AND CASH EQUIVALENTS acquired 62 613 CASH AND CASH EQUIVALENTS at end of year 26 846 49 065 12 863 72 297

Represented by:Bank overdraft (44 550) (46 620) (71 002)

Bank balances and cash 26 846 93 615 59 483 143 299 26 846 49 065 12 863 72 297

Page 23

Sefalana Holding Company Limited(Unaudited Group Financial Results for the six months ended 31 October 2009)

Abridged Consolidated Statement of Comprehensive Income

31 October 2009P’000

Revenue 831 294 Cost of sales ( 764 308)Gross profit 66 986 Other gains or losses 3 933 Distribution costs ( 7 757)Administration expenses ( 35 770)Operating profit 27 392 Finance income 3 421 Finance costs ( 6 265)Share of loss of associates ( 1 133)Profit before income tax 23 415 Income tax expense ( 3 729)Profit for the period 19 686 Profit for the period attributable to: Equity holders of the company 15 642 Minority interest 4 044

19 686

Shares in issue (number) 165 649 067 Earnings per share (thebe) 9.44

Dividends per share (thebe) - ordinary - paid 20.00

Abridged Consolidated Statement of Changes in Equity

Attributable to owners of the company

Stated capital Reserves Retained

earnings Total MinorityInterest

Total equity

P’000 P’000 P’000 P’000 P’000 P’000

Balance at 30 April 2009 14 612 24 454 187 821 226 887 46 445 273 332 Profit for the period 15 642 15 642 4 044 19 686 Dividends paid - 2009 final (33 130) (33 130) (6 297) ( 39 427)Balance at 31 October 2009 14 612 24 454 170 333 209 399 44 192 253 591

Page 24

Sefalana Holding Company Limited(Unaudited Group Financial Results for the six months ended 31 October 2009)

Abridged Consolidated Statement of Financial Position31 October 2009

P’000Assets Non-current assets Property, plant and equipment 160 110 Investment property 39 643 Goodwill 24 880 Intangibles-software 1 977 Investment in associates 6 762 Property development loan 1 039 Deferred lease assets 1 234 Deferred income tax assets 12 525

248 170 Current assets Inventories 185 477 Trade and other receivables 92 337 Current income tax assets 3 366 Cash and cash equivalents 123 540

404 720 Total assets 652 890 Capital & reserves Stated capital 14 612 Reserves 24 454 Retained earnings 170 333 Equity attributable to equity holders of parent 209 399 Minority interest 44 192 Total equity 253 591 Liabilities Non-current liabilities Finance lease obligations 16 700 Deferred lease obligations 524 Borrowings and loans 13 297 Deferred income tax liabilities 19 358

49 879 Current liabilities Trade and other payables 247 823 Finance lease obligations 4 164 Borrowings and loans 1 692 Current income tax liabilities 3 342 Bank overdrafts 77 377 Provisions 15 022

349 420 Total liabilities 399 299 Total equity and liabilities 652 890

Page 25

Sefalana Holding Company Limited(Unaudited Group Financial Results for the six months ended 31 October 2009)

Abridged consolidated statement of cash flows 31 October 2009

P’000 Net cash flows in operating activities 19 601 Net cash flows in investment activities ( 4 450)Dividend paid ( 39 427)Net cash flows in other financing activities ( 1 858)Net movement in cash and cash equivalents ( 26 134)Cash and cash equivalents at beginning of period 72 297 Cash and cash equivalents at end of period 46 163

Represented by: Cash and bank balances 123 540 Bank overdraft ( 77 377)Cash and cash equivalents 46 163

Page 26

Senior Partner: B D PhiriePartners: R Binedell, R P De Silva, N B SoniAssociates: A S Edirisinghe, M Lalithkumar, S Sinha, S K K Wijesena

PricewaterhouseCoopersPlot 50371Fairground Office ParkGaboroneP O Box 294Gaborone, BotswanaTelephone (267) 395 2011Facsimile (267) 397 3901www.pwc.com

Report of the auditorsTo the shareholders and board of directors of Sefalana Cash and Carry Ltd

The accompanying summarised balance sheets, income statements, statements of changes inequity and cash flow statements have been derived from the financial statements of Sefalana Cashand Carry Ltd for the years ended 30 April 2006, 30 April 2007, 30 April 2008 and 30 April 2009.

These summarised balance sheets, income statements, statements of changes in equity and cashflow statements are the responsibility of the company's management. Our responsibility is toexpress an opinion on whether these summarised balance sheets, income statements, statementsof changes in equity and cash flow statements are consistent, in all material respects, with thefinancial statements from which they were derived.

We have audited the financial statements of Sefalana Cash and Carry Ltd for the years ended 30April 2007, 30 April 2008 and 30 April 2009, from which the summarised balance sheets, incomestatements, statements of changes in equity and cash flow statements for the correspondingperiods were derived, in accordance with International Standards on Auditing.

In our reports dated 6 July 2007, 29 August 2008 and 31 July 2009, we expressed unqualifiedopinions on the respective financial statements from which the summarised balance sheets,income statements, statements of changes in equity and cash flow statements for thecorresponding periods were derived.

We were not the appointed auditors of Sefalana Cash and Carry Ltd for the year ended 30 April2006. The financial statements of Sefalana Cash and Carry Ltd for the year ended 30 April 2006,from which the summarised balance sheets, income statements, statements of changes in equityand cash flow statements for the corresponding period were derived, were audited by Messrs Ernst& Young, Certified Reporting Accountants, Botswana, in accordance with International Standardson Auditing.

In their report dated 23 October 2006, Messrs Ernst & Young expressed an unqualified opinion onthe respective financial statements for the year ended 30 April 2006 from which the summarisedbalance sheets, income statements, statements of changes in equity and cash flow statements forthe corresponding period were derived.

In our opinion, the accompanying summarised balance sheets, income statements, statements ofchanges in equity and cash flow statements are consistent, in all material respects, with thefinancial statements from which they were derived.

For a better understanding of the company's financial position and the results of its operations forthe period and of the scope of our audit, the summarised balance sheets, income statements,statements of changes in equity and cash flow statements should be read in conjunction with thefinancial statements from which the summarised balance sheets, income statements, statements ofchanges in equity and cash flow statements were derived and the respective audit reports thereon.

GaboroneCertified Public Accountants 15 July 2010

SCHEDULE 3AUDITORS REPORT ON EXTRACTED HISTORICAL FINANCIAL INFORMATION IN RESPECT OF SEFCASH

Page 27

Senior Partner: B D PhiriePartners: R Binedell, R P De Silva, N B SoniAssociates: A S Edirisinghe, M Lalithkumar, S Sinha, S K K Wijesena

PricewaterhouseCoopersPlot 50371Fairground Office ParkGaboroneP O Box 294Gaborone, BotswanaTelephone (267) 395 2011Facsimile (267) 397 3901www.pwc.com

Report of the auditorsTo the shareholders and board of directors of Sefalana Holding Company Ltd

The accompanying summarised consolidated balance sheets, income statements, statements ofchanges in equity and cash flow statements have been derived from the consolidated financialstatements of Sefalana Holding Company Ltd for the years ended 30 April 2006, 30 April 2007, 30April 2008 and 30 April 2009.

These summarised consolidated balance sheets, income statements, statements of changes inequity and cash flow statements are the responsibility of the company's management. Ourresponsibility is to express an opinion on whether these summarised consolidated balance sheets,income statements, statements of changes in equity and cash flow statements are consistent, in allmaterial respects, with the consolidated financial statements from which they were derived.

We have audited the consolidated financial statements of Sefalana Holding Company Ltd for theyear ended 30 April 2009, from which the summarised consolidated balance sheet, incomestatement, statement of changes in equity and cash flow statement for the corresponding periodwere derived, in accordance with International Standards on Auditing.

In our report dated 31 July 2009, we expressed an unqualified opinion on the consolidated financialstatements for the year ended 30 April 2009 from which the summarised consolidated balancesheet, income statement, statement of changes in equity and cash flow statement for thecorresponding period were derived.

We were not the appointed auditors of Sefalana Holding Company Ltd for the years ended 30 April2006, 30 April 2007 and 30 April 2008. The consolidated financial statements of Sefalana HoldingCompany Ltd for the years ended 30 April 2006, 30 April 2007 and 30 April 2008, from which thesesummarised consolidated balance sheets, income statements, statements of changes in equity andcash flow statements were derived, were audited by Messrs Deloitte & Touche, Certified ReportingAccountants, Botswana, in accordance with International Standards on Auditing.

In their report dated 28 September 2006, Messrs Deloitte & Touche expressed a qualified opinionon the consolidated financial statements for the year ended 30 April 2006 from which thesummarised consolidated balance sheet, income statement, statement of changes in equity andcash flow statement for the corresponding period were derived, on the basis that those financialstatements included the unaudited results of an associate. The income included in theconsolidated income statement for the year ended 30 April 2006 with respect to this associate wasP1.997 million and the investment in the associate was reflected in the consolidated balance sheetat P34.625 million at that date.

In their reports dated 30 July 2007 and 29 August 2008, Messrs Deloitte & Touche expressedunqualified opinions on the consolidated financial statements for the years ended 30 April 2007 and30 April 2008 from which the summarised consolidated balance sheets, income statements,statements of changes in equity and cash flow statements for the corresponding periods werederived.

SCHEDULE 4AUDITORS REPORT ON EXTRACTED HISTORICAL FINANCIAL INFORMATION IN RESPECT OF SEFHOLD

Page 28

(2)

In our opinion, the accompanying summarised consolidated balance sheets, income statements,statements of changes in equity and cash flow statements are consistent, in all material respects,with the consolidated financial statements from which they were derived.

For a better understanding of the group's financial position and the results of its operations for theperiod and of the scope of our audit, the summarised consolidated balance sheets, incomestatements, statements of changes in equity and cash flow statements should be read inconjunction with the consolidated financial statements from which the summarised consolidatedbalance sheets, income statements, statements of changes in equity and cash flow statementswere derived and the respective audit reports thereon.

GaboroneCertified Public Accountants 15 July 2010

Page 29

The following are extracts of the main terms of the Scheme Consideration as extracted from the constitution of Sefhold, the full constitution is available for inspection at the Registered Office of Sefcash from the date of issuance of the Circular to the date of the Scheme Meeting. The constitution must be read as modified by the Companies Act:

SHARES AND CERTIFICATES OF SHARES

3. Subject to the provisions, if any, in the memorandum of association of the company, and without prejudice to any special rights previously conferred on the holders of existing shares in the company, any share may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the company may from time to time by special resolution determine, and any preference share may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the company, is liable to be redeemed.

4. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to a certificate specifying the share or shares held by him and the amount paid up thereon.

5. If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding twenty five cents, and on such terms, if any, as to evidence and indemnity as the directors think fit.

6. Share certificates shall be issued under the authority of the directors in such manner and form as the directors shall from time to time prescribe. If any shares are numbered all such shares shall be numbered in numerical progression beginning with the number one and each share shall be distinguished by its appropriate number.

If any shares are not numbered all share certificates in respect of such shares shall be numbered in numerical progression and each share certificate distinguished by its appropriate number and any such endorsement as may be required under the Companies Act, or any amendment thereof.

7. Each member shall be entitled to one certificate for all the shares registered in his name, or to several certificates, each for a part of such shares. Every share certificate shall specify the number of shares in respect of which it is issued, and the amount paid up thereon. Every original member shall be entitled to one share certificate gratis, but for every subsequent certificate the directors may make such charge as from time to time they may think fit. Every such certificate shall be delivered to the member if he so requests within two months after the allotment or lodging with the company of the transfer, as the case may be, of the shares comprised therein.

8. A certificate for shares registered in the names of two or more persons shall be delivered to the person first named in the register as a holder thereof, and delivery of a certificate for a share to that person shall be a sufficient delivery to all joint holders of that share.

MODIFICATION OF RIGHTS

9. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Act, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class but not otherwise.

To every such separate general meeting the provisions of these regulations relating to general meetings shall mutatis mutandis apply but so that the necessary quorum shall be two persons holding or representing by proxy at least one-third of the issued shares of that class, and that any holder of shares of the class present in person or by proxy may demand a poll.

TRANSFER AND TRANSMISSION SHARES

20. (a) The instrument of transfer of any shares in the Company shall be executed both by the transferor and transferee and shall be in such form as may be approved by the Directors who shall be entitled however to dispense with the signature of the transferee. The transferor shall be deemed to remain a holder of the share until the name of transferee is entered in the register of members in respect thereof.

(b) The directors may decline to recognise any instrument of transfer unless the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer.

21. Every instrument of transfer shall be left at the registered office of the company, accompanied by the certificate of the

SCHEDULE 5SUMMARISED TERMS OF THE SCHEME CONSIDERATION EXTRACTED FROM THE CONSTITUTION OF SEFHOLD

Page 30

shares to be transferred. Every power of attorney given by a shareholder authorising the transfer of shares shall, when lodged, produced or exhibited to the company or any of its proper officers, be deemed as between the Company and the grantor of the power to continue and remain in full force and effect, and the Company may allow that power to be acted upon until such times as express notice in writing of its revocation has been lodged at such of the company’s registered offices as the power was lodged, produced or exhibited as aforesaid. The company shall not be bound to allow the exercise of any act or matter by an agent for a shareholder unless a duly certified copy of that agent’s authority be produced and lodged with the Company.

ALTERATION OF SHARE CAPITAL

34. The company may from time to time by special resolution, increase the capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.

35. Subject to any direction to the contrary that may be given by the resolution increasing the share capital, all new shares shall before issue be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of the same in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by the persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this regulation.

36. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original capital.

37. The company may, by special resolution:

a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

b) Subdivide its existing shares or any of them, into shares of smaller amount than is fixed by the memorandum of associa-tion, subject nevertheless, to the provisions of paragraph (d) of sub-section (1) of section sixty three of the Companies Act, or any amendment thereof;

c) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person;

d) Reduce its share capital and any capital redemption fund, or any share premium fund in any manner authorised by law.

VOTES FOR MEMBERS

55. On a show of hands, every member present in person shall have one vote. On a poll every member shall have one vote for each of the shares of which he is the holder.

DIVIDENDS AND RESERVES

89. The company in general meeting or the directors may declare dividends.

90. (a) The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.

(b) No dividend shall be paid otherwise than out of profits.

91. Subject to the rights of persons (if any) entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares but if and so long as nothing is paid up on any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this regulation as paid on the share.

Page 31

SCHEDULE 6FAIR AND REASONABLE REPORT

BBOOTTSSWWAANNAA LL IIMMIITTEEDD(( RR ee gg ii ss tt rr aa tt ii oo nn nn uu mm bb ee rr :: 22 00 00 22 // 22 77 77 00 ))

BB ll oo cc kk AA ,, UU nn ii tt 33 ,, PP ll oo tt 11 11 77 ,, MM ii ll ll ee nn nn ii uu mm OO ff ff ii cc ee PP aa rr kk ,, KK gg aa ll ee HH ii ll ll ,,

PP BB aa gg 00 00 11 88 66 ,, GG aa bb oo rr oo nn ee ,, BB oo tt ss ww aa nn aa

TT ee ll :: ++ 22 66 77 33 11 88 88 77 00 88 ,, 33 11 88 88 77 11 00

FF aa xx :: ++ 22 66 77 33 11 88 88 11 11 33

WW ee bb ss ii tt ee :: ww ww ww .. ii mm aa rr aa hh oo ll dd ii nn gg ss .. cc oo mm

DD ii rr ee cc tt oo rr ss :: MM BB uu rr rr ee ll ll ,, NN KK gg aa bb uu nn gg ,, RR HH .. MM aa cc LL ee oo dd ,, DD EE SS tt oo nn ee ,, AA TT hh oo mm aa ss ,, MM JJ SS TT uu nn mm ee rr **** ZZ ii mm bb aa bb ww ee aa nn

27 July 2010

The Directors Sefalana Holding Company Limited Plot 10247/50 Corner Lejara & Noko Roads Broadhurst Industrial Gaborone

Dear Sirs,

INDEPENDENT FAIR AND REASONABLE OPINIONIN RESPECT OF THE SHARE SWAP RATIO

TO BE OFFERED TO THE SHAREHOLDERS OF SEFALANA CASHAND CARRY LIMITED (“SEFCASH”) FOR THEIR SHARES IN

SEFCASH IN EXCHANGE FOR SHARES IN SEFALANA HOLDINGCOMPANY LIMITED (“SEFHOLD”)

1 INTRODUCTION

(a) Background

Imara Botswana Limited (“Imara”) has been mandated to give its professional opinion as to whether the share swap ratio that is being offered to the shareholders of SefCash by SefHold, for the purposes of constituting SefCash a wholly owned subsidiary of SefHold, is fair and reasonable to the shareholders of SefHold and SefCash.

(b) Applicable BSE Rules

This opinion has been prepared in accordance with Schedule 5 of the Botswana Stock Exchange (“BSE”) Listing Requirements. In addition, Rule 3 of The Securities Regulation Code and Rules of the Securities Regulation Panel of South Africa has been adhered to, as required by paragraph 9.34 of the BSE Listing Requirements.

(c) Definition of Fairness

Fairness is primarily based on quantitative factors. Fairness according to the Oxford English dictionary is the treatment of a group of people equally and justly or appropriately in the circumstances. In the context of this transaction, the term “fair” applies to the equal and just treatment of the shareholders of SefHold and SefCash to determine that the shareholders do not receive an unequal or unjust transfer of value on a quantitative basis.

(d) Definition of Reasonableness

Reasonableness is the measurement of fairness or sensibility, as appropriate, as applied to a particular situation.

Page 32

2 PROCEDURES

(a) Information and Sources Of Information

In arriving at our opinion set out below, we have considered, inter alia the following:

i) The fact that both SefHold and SefCash are publicly listed companies;

ii) The question of whether the inherent treatment of the shareholders of SefHold in the circumstances is equal and just or appropriate;

iii) The question of whether the inherent treatment of the shareholders of SefCash in the circumstances is equal and just or appropriate;

iv) Annual financial statements of both SefHold and SefCash for the years ended 30 April 2008 and 2009;

v) Interim financial statements for SefHold and SefCash for the six month period ended 31 October 2009;

vi) Valuation multiples derived from comparable listed companies, obtained from companies’ financial statements and Bloomberg L.P;

vii) BSE market statistics; and

viii) Various discussions with the directors and executives of SefHold, SefCash and their advisers.

(b) Valuation

In order to assess the fairness of the terms and conditions relating to the transaction, Imara confirms that it has carried out the following:

i) A review of the Botswana Stock Exchange (“BSE”) market indicators:-

Although not always entirely reliable they can provide a set of strong guidelines as to how market participants perceive the value of listed entities. These indicators can often be distorted by factors such as the lack of relevant information and illiquidity in the trading of the counter. In order to temper the effect of any distortion, Imara considered both current as well as trade weighted prices for both counters.

ii) The valuation of SefCash using the Market Approach:-

• The Market Approach was used as a valuation methodology to determine a reasonable value for SefCash;

• A number of JSE Limited (“JSE”) and other listed companies were deemed to be comparable on an adjusted basis to SefCash for the purpose of valuing SefCash, which is primarily engaged in the operation and distribution of fast moving consumer goods in Botswana; and

• Since the Market Approach is unable to capture any specific operating characteristics of the company being valued, a qualitative assessment was also performed in order to assess the valuation results.

iii) The valuation of SefHold using the Sum of the Parts (“SOTP”) methodology:-

• Since there are no directly comparable BSE or JSE listed companies to SefHold, the SOTP valuation methodology (on a price earnings ratio basis) was used as a methodology for the purpose of valuing SefHold;

• SefHold has diverse business interests and as such has investments in the retail, commercial vehicle, mechanised farming, travel and tourism and property industries. SefHold therefore has widely divergent factors influencing the group as a whole; and

• There is a general lack of reliable information available from comparable transactions.

The key internal and external value drivers and assumptions are as follows:

i) Sustainability of earnings;

2

Page 33

ii) Sustainability of cost profile;

iii) Accuracy of reporting of historical information;

iv) Profile and quality of historic revenue sources; and

v) Market and Commercial risks within the industry.

(c) Appropriateness And Reasonableness Of Information And Assumptions Used

In regard to the publicly available information on SefHold and SefCash, Imara is of the view that same is reasonably reliable.

In regard to the historical financial information on both SefHold and SefCash, Imara has satisfied itself that such information is reasonably accurate and reliable based on its investigations of the relevant documentation, and testing these against known market information for reasonableness and appropriateness.

In regard to the comparative information, Imara is satisfied that the data extracted from companies’ financial statements and Bloombergs is reasonable and appropriate.

In regard to the statistical data on the market, Imara is satisfied that the data received from the BSE is reasonable and appropriate.

(d) Limiting Conditions

Imara has relied upon and assumed the accuracy and completeness of the information used by it in deriving its opinion and its opinion is dependent on such information being complete and accurate in all material respects.

The opinion as expressed herein is necessarily based upon the information available to us, including the financial, regulatory, securities market and other conditions and circumstances existing and disclosed to Imara as at the date hereof. Imara has furthermore assumed that all conditions precedent including any material regulatory, other approvals and consents required in connection with the transaction have been or will be fulfilled/obtained. Accordingly, future developments may affect our opinion, which we are under no obligation to update, revise or re-affirm.

Where practical Imara has corroborated the reasonableness and appropriateness of the information provided for the purpose of this opinion, whether in writing or obtained through discussions with the directors of SefHold and/or SefCash.

This opinion does not constitute, nor does it include, an audit conducted in accordance with generally accepted auditing standards. Consequently, such information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods. On the basis of these enquiries and such other procedures as Imara considers appropriate to the circumstances, Imara believes that the information provided has been prepared with due care and consideration.

3 OPINION

(a) Summary

Based upon and subject to the foregoing, Imara is of the opinion that a share swap ratio of 4.5 SefHold shares for each SefCash share would be fair and reasonable to the shareholders of SefHold and SefCash.

(b) Significant Factors and Key Considerations

The following are the significant factors and key considerations taken into account in arriving at our opinion:

i) Equity Value is typically a company’s value after subtracting net debt (i.e. long term debt less cash) at the latest balance sheet date. For the purposes of calculating SefCash’s Equity Value, net debt was considered to be the company’s current long-term debt less cash.

ii) The Market Approach was used to determine a fair value for the Equity Value of SefCash. Potentially comparable listed companies were identified through a search for

3

Page 34

retail and wholesale distributors and operators of fast moving consumer goods listed on recognised African and other well-known stock exchanges. This review generated a list of 20 companies that were potentially comparable to SefCash, some of which were discarded due to them not being directly comparable to SefCash from a business model perspective. However, based upon further analysis, Imara concluded that only 7 of the identified companies would be used in the valuation as they had reasonably similar business models to that of SefCash.

In determining the SefCash Equity Value, a weighting was applied to each of the four valuation bases used in the Comparable Company valuation.

iii) The SOTP valuation methodology was used to determine SefHold’s Equity Value. Once again, comparable listed companies were identified through a search for companies that were deemed comparable to each of SefHold’s subsidiaries. The results from this valuation were corroborated, by way of a qualitative analysis of the results.

iv) The DCF valuation methodology was discarded for the purposes of the Relative Valuation Opinion, due to a lack of long-range financial forecasts, reliable economic indicators, reliable statistics for the deriving of beta values and a scarcity of comparable transactions.

v) We have thus performed an indicative valuation of 100% of the equity of SefCash and SefHold, by way of a combination of a SOTP and Comparable Company valuation, in order to determine the fairness and reasonableness of the share swap ratio.

Imara has based this opinion on the state of the market and the trading conditions and circumstances of SefHold and SefCash as at the date of this letter. Shareholders of both companies should note that subsequent developments may affect this opinion, but Imara is under no obligation to update, revise or re-affirm this opinion should any such developments transpire.

(c) Independent Advice

Note that this opinion is not a recommendation to any shareholder of SefHold or SefCash as to the manner in which they should vote, nor is it advice given on the appropriate course of action for such directors or shareholders to take.

Shareholders should note that each individual shareholder’s decision may be influenced by such shareholder’s particular circumstances and accordingly that such shareholder should consult an independent advisor if in any doubt as to the merit or otherwise of the transaction.

(d) Independent Expert Details

The Independent expert is Imara Botswana Limited.

Contact details are as follows:

Physical Address Block A, Unit 3,

Plot 117, Millennium Office Park,

Kgale Hill,

Gaborone, Botswana

Postal Address P Bag 00186,

Gaborone, Botswana

Telephone +267 3188708

Fax +267 3188113

E-mail info@imaracf.co.za

Web site www.imaraholdings.com

Authorised Signatory Grant H. Molyneaux

4

Page 35

(e) Disclosure

Save for the fees payable to Imara for providing this opinion and assisting with certain documentation, which fees are payable irrespective of whether or not the transaction is approved by the shareholders of SefHold and SefCash, Imara has no interest, direct or indirect, beneficial or non-beneficial, in SefHold or SefCash.

Yours Faithfully

Grant H. Molyneaux For and on behalf of Imara Botswana Limited

5

Page 36

IN THE HIGH COURT OF THE REPUBLIC OF BOTSWANA

HELD AT LOBATSE Case No.MAHLB000446-10

In the ex parte application of:

SEFALANA CASH & CARRY LIMITED Applicant

FILING NOTICE

FILED HEREWITH:-

1. Notice of Set Down;

2. Notice of Motion;

3. Founding Affidavit and Annexures thereto including Draft Order.

DATED AT GABORONE THIS 5th DAY OF AUGUST 2010

BookbinderKhan Applicant’s Attorneys 1st Floor Standard House Main Mall Private Bag 382 GABORONE

TO The Registrar High Court of Botswana Private Bag 1

LOBATSE

SCHEDULE 7SCHEME APPLICATION

Page 37

IN THE HIGH COURT OF THE REPUBLIC OF BOTSWANA

HELD AT LOBATSE Case No.MAHLB000446-10

In the ex parte application of:

SEFALANA CASH & CARRY LIMITED Applicant

NOTICE OF SET DOWN

BE PLEASED TO TAKE NOTICE THAT the above matter is hereby set down for hearing of the above application on Friday 13 August, 2010 at 9:.30 am or so soon thereafter as Counsel may be heard.

DATED AT GABORONE THIS 5th DAY OF AUGUST 2010

BookbinderKhan Applicant’s Attorneys 1st Floor Standard House Main Mall Private Bag 382 GABORONE

TO The Registrar High Court of Botswana Private Bag 1

LOBATSE

Page 38

IN THE HIGH COURT OF THE REPUBLIC OF BOTSWANA

HELD AT LOBATSE Case No.MAHLB000446-10

In the ex parte application of:

SEFALANA CASH & CARRY LIMITED Applicant

NOTICE OF MOTION

BE PLEASED TO TAKE NOTICE THAT the above-named Applicant will make application to the above Honourable Court sitting at Lobatse

on 13 August 2010 at 9h30 or so soon thereafter as the matter may be heard for an Order in the following terms:

1. that a meeting (“the Scheme Meeting”) of the holders of the Applicant’s shares registered as such by 16h00, 11 August 2010 (“the

Scheme Members”) be convened by the chairman referred to in paragraph 2 below in terms of section 240(2) (b) of the Companies Act

(Cap 42.01) as amended (“the Companies Act”) which Scheme Meeting is to be held at the Gaborone Sun Hotel Conference Centre,

Gaborone, Botswana on 7 September 2010 at 17h00 for the purpose of considering and, if deemed fit, approving, with or without

modification the scheme of arrangement proposed by the Applicant between the Applicant and the Scheme Members details of which

are recorded in annexure “FA3” to the founding affidavit in this matter (“the Scheme Circular”). It is specifically recorded that Sefalana

Holding Company Limited (“Sefhold”), which is the majority shareholder of the Applicant’s issued share capital, shall not participate

in the Scheme of Arrangement in its capacity as a shareholder of the Applicant and for the purpose of the Scheme shall be deemed not

to be a “Scheme Member”;

2. that Robin Tilney or, failing him, any other person appointed by this Honourable Court be and is hereby appointed as chairman of the

Scheme Meeting, holding offices for all relevant purposes at the registered office of the Applicant situate at c/o Plot 10235, Corner

Lejara and Moporoporo Roads, Broadhurst Industrial, Private Bag 00422,Gaborone (“the Official Offices”);

3. that the chairman of the Scheme Meeting is authorised to determine:-

3.1 whether or not any form of proxy submitted for use at the Scheme Meeting should be accepted;

3.2 the procedure to be followed at the Scheme Meeting or any adjournment thereof;

3.3 to adjourn the Scheme Meeting from time to time if he considers it necessary or desirable to do so;

3.4 to appoint a scrutineer for the purpose of the Scheme Meeting;

3.5 to accept proxies handed to him not later than 10 (ten) minutes prior to the scheduled time for the commencement of the

Scheme Meeting;

4. that this Order of Court and the notice convening the Scheme Meeting substantially in the form of Annexure “FA4” to the founding

affidavit (“the Notice”) be published by the chairman of the Scheme Meeting once in each of the Government Gazette and in a

newspaper circulating in Gaborone at least 14 days before the Scheme Meeting. Such notice shall state:-

4.1 the time, date and venue of the Scheme Meeting;

4.2 that the Scheme Meeting has been summoned to consider, and if deemed fit, approve, with or without modification, the

Scheme;

4.3 that a copy of the Order, the Notice, the Scheme Circular, the form of proxy and the form of acceptance and surrender may

be obtained on request by any Scheme Member free of charge or inspected during normal business hours for a period of

not less than 14 (fourteen) calendar days prior to the Scheme Meeting up to the date fixed by the Honourable Court for the

Page 39

chairman to report back to it at the Official Offices;

4.4 that the Scheme Meeting is convened pursuant to this Order and:-

4.4.1 the Scheme Meeting will be convened on the basis that the quorum requirement will be at least two Scheme

Members representing not less than 51% of the issued share capital held by the Scheme Members, it being

recorded that in the event that a quorum is not extant at the date and time the Scheme Meeting is initially

requisitioned in terms hereof, the Scheme Meeting shall be adjourned for a period of seven days to the same

location and at the same time (“the Adjourned Meeting”) and the Scheme Members present at the Adjourned

Meeting shall be deemed to form a quorum thereat regardless of numbers of Scheme Members present or

percentage of shares held by those Scheme Members present;

4.4.2 each of Sefhold and Chandra Chauhan will be excluded from forming part of the quorum requirement and from

voting on the business to be transacted at the Scheme Meeting; and

4.4.3 the ordinary resolution to be voted upon at the Scheme Meeting will be passed at the duly quorate Scheme

Meeting by the holders of not less than three-fourths of the Scheme Shares present and voting in person or by

proxy, which votes shall be counted according to the number of Scheme Shares held by each Scheme Member

present;

4.5 that the Scheme, if implemented, will result in the Applicant becoming a wholly-owned subsidiary of Sefhold, the Scheme

Members will cease to hold 100% of their shares in Applicant in consideration for which they will receive 4.5 shares in the

ordinary share capital of Sefhold for each Scheme Share, subject to rounding provisions, whereafter it is the intention of

the Applicant to delist its share capital from the Botswana Stock Exchange;

5. that copies of:-

5.1 the Scheme Circular substantially in the form of Annexure “FA3” to the founding affidavit;

5.2 the form of proxy to be used at the Scheme Meeting substantially in the form of annexure “FA3 – Schedule 8” to the

founding affidavit;

5.3 the form of acceptance and surrender substantially in the form of annexure “FA3– Schedule 9” to the founding affidavit;

and

5.4 the notice convening the Scheme Meeting substantially in the form of Annexure “FA4” to the founding affidavit; and

5.5 this Order;

shall be posted by mail by the Applicant to each Scheme Member not later than 21 (twenty-one) calendar days before the Scheme

Meeting at his address as recorded in the register of shareholders of the Applicant at the close of business on 11 August 2010 ;

6. that the date of posting of the documents referred to in paragraph 5 above shall be evidenced by an affidavit deposed to by a representative

of the Applicant;

7. that the chairman of the Scheme Meeting shall report the results of the Scheme Meeting to this Honourable Court on 10 September

2010 at 09.30 or as soon thereafter as Counsel may be heard;

8. that in the report required by this Honourable Court from the chairman of the Scheme Meeting, details shall be given of:

8.1 the number of Scheme Members present in person at the Scheme Meeting;

8.2 the number of Scheme Members represented by proxy at the Scheme Meeting with information as to the number of shares

represented by the chairman in terms of proxies;

Page 40

8.3 the number of shares held by all Scheme Members;

8.4 any proxies which have been disallowed and the reasons therefor;

8.5 all resolutions passed at the Scheme Meeting with particulars of the numbers of votes cast in favour of and against such

resolutions and of any absentations, indicating how many votes were cast by the chairman in terms of proxies;

8.6 all rulings made and directions given by the chairman at the Scheme Meeting;

8.7 the relevant portions of documents and reports submitted or tabled at the Scheme Meeting which bear on the merits or

demerits of the Scheme, including copies thereof;

8.8 the main points of any other proposal which was submitted to the Scheme Meeting;

9. that the chairman of the Scheme Meeting shall make available at the registered office of the Applicant (and the notice of Scheme

Meeting which is published and sent to members shall include a statement that it is so available) a copy of the chairman’s report to this

Honourable Court, free of charge, to any Scheme Member on request;

10. that any Scheme Member wishing to vote by proxy should tender as his/her proxy the form of proxy referred to in paragraph 5.2 of

the Order; and

11. granting the Applicant such further and/or alternative relief as this Honourable Court may deem fit.

BE PLEASED TO TAKE NOTICE FURTHER THAT the Founding Affidavit of HANS KAMPMANN annexed hereto will be used in support

of the above application.

Kindly place the matter on the roll accordingly.

DATED AT GABORONE THIS 5th DAY OF AUGUST 2010

BookbinderKhan Applicant’s Attorneys 1st Floor Standard House Main Mall Private Bag 382 GABORONE

TO The Registrar High Court of Botswana Private Bag 1

LOBATSE

Page 41

IN THE HIGH COURT OF THE REPUBLIC OF BOTSWANA

HELD AT LOBATSE Case No.MAHLB000446-10

In the ex parte application of:

SEFALANA CASH & CARRY LIMITED Applicant

FOUNDING AFFIDAVIT

I, the undersigned,

HANS KAMPMANN,

do hereby make oath and say as follows:

1. I am an adult male businessman and the managing director of the Applicant, residing in Gaborone. I am duly authorised to depose to

this affidavit on behalf of the Applicant as appears from the resolution and power of attorney of the Applicant annexed hereto marked

“FA1”.

2. The facts deposed to in this affidavit are, save as otherwise stated, within my personal knowledge and are to the best of my knowledge

and belief true and correct.

3. The Applicant is a public company duly registered and incorporated in the Republic of Botswana in terms of the Companies Act (Cap

42.01) as amended (“the Companies Act”) and having company number 94/1481. The registered office of the Applicant is c/o Plot

10235, Corner Lejara and Moporoporo Roads, Broadhurst Industrial, Private Bag 00422, Gaborone.

4. Sefalana Holding Company Limited (“Sefhold”) is a public company duly registered and incorporated in the Republic of Botswana

in terms of the Companies Act and having company number 86/1025. The registered office of Sefhold is situated c/o Plot 10247/50,

Corner Lejara and Noko Roads, Broadhurst Industrial, Private Bag 0080, Gaborone.

5. The Applicant intends proposing the scheme of arrangement between Applicant and its qualified shareholders details of which are

described in this affidavit.

6. The shares of the Applicant are listed on the Botswana Stock Exchange (“BSE”). The following is pertinent in respect of such shares:-

6.1 the issued stated capital of the Applicant comprises 20,330,000 ordinary shares of no par value;

6.2 the main register of members of the Applicant is situate at the offices of the Applicant’s transfer secretaries, DPS Consulting

Services (Proprietary) Limited, Plot 50371 Fairgrounds Office Park, , P O Box 294, Gaborone

6.3 the issued stated capital of the Applicant as at date hereof is held in accordance with the share register of the applicant

which is annexed hereto marked “FA2“:

6.4 Sefhold’s interest in the shares in the Applicant comprises 79.35% of all the issued stated capital;

6.5 the following shareholders above have irrevocably undertaken to vote in favour of the Scheme being sanctioned in respect

of the shares which they hold or control:-

6.5.1 Stanbic Nominees Re:- BIFM;

6.5.2 Botswana Motor Vehicle Insurance Fund

6.5.3 BBN (Pty) Limited IAM 030/14

6.5.4 Stanbic Nominees Re: BIFM BPOPF

Page 42

6.5.5 BBN (Pty) Limited Re:- FAM 3582376

7. It is at this stage appropriate to set out a brief history of the Applicant. The Applicant commenced business in November 1994 and was

listed on the BSE in June 1995. The Applicant operates the following businesses:-

7.1 24 cash and carry outlets located throughout Botswana which trade under the name “Sefalana Cash & Carry”;

7.2 3 Hyper Stores located in Gaborone, Francistown and Mahalapye, trading under the name “Sefalana Hyper Store”;

7.3 a distribution centre and a cigarette distribution outlet located in Gaborone trading under the name “Capital Tobacco”;

7.4 a volunteer retail franchise network comprising 400 members throughout Botswana trading under the following names:

“Super 7”, “Supa Deal”, “Citi Saver”, “Bonanza”, “Pula Value” and “Triple Seven Liquor”;

7.5 in joint venture with Venture Partners Botswana and 13 citizen investors, Hyperbola (Pty) Ltd, trading as “Sefalana Home

& Liquor Store” in Orapa; and

7.6 5 supermarkets trading through out Botswana under the trading name “Shoppers”.

8. Applicant intends to propose a scheme of arrangement in terms of section 240 of the Companies Act (“the Scheme”) between the

Applicant and its shareholders (“Scheme Members”) who are registered as such on the record date being the date upon which Scheme

Members must be registered as such in order to receive the consideration payable by Sefhold under the Scheme. Sefhold is specifically

excluded from participating in the Scheme in its capacity as a shareholder of the Applicant and for the purposes of this affidavit shall

be deemed not to be a “Scheme Member”. It is expected that the record date will be 11 August 2010.

9. The details of the Scheme is set out in the shareholders’ circular of the Applicant and annexures thereto (a copy of which shareholders’

circular is annexed hereto marked “FA3”) (“the Scheme Circular”). The said Scheme Circular incorporates the following documents:

9.1 “FA3(1) – 27” being a copy of the scheme of arrangement proposed to be implemented between the Applicant and

qualifying shareholders constituting a circular in terms of the Listings Requirements of the Botswana Stock Exchange

(“the BSE”);

9.3 “FA3- Schedule 8” being the proposed proxy form for the Scheme Meeting;

9.4 “FA3- Schedule 9” being the proposed form of surrender and transfer for Scheme Members.

10. In addition, Annexure “FA4” is the proposed notice of Scheme Meeting convening a meeting of the Scheme Members for purposes of

considering the Scheme.

11. The Scheme, if sanctioned and implemented, will result in the Applicant becoming a wholly-owned subsidiary of Sefhold, the Scheme

Members will cease to hold 100% of their shares in Applicant in consideration for which they will receive 4.5 shares in the ordinary

stated capital of Sefhold for every 1 Scheme Share they hold, subject to rounding provisions (“the Scheme Consideration”), whereafter

it is the intention of the Applicant to delist its stated capital from the Botswana Stock Exchange.

12. The directors of the Applicant consider the terms of the proposed Scheme to be fair and reasonable and have accordingly given their

support and approval to the Scheme which is the subject matter of this Application.

13. The terms of the Scheme are set out in the Scheme Circular. In terms of the Scheme, Scheme Members will be deemed, with effect

from the operative date, which is expected to be 13 September 2010 (“the Operative Date”) to have:-

13.1 disposed of the shares held by them in the Applicant (“the Scheme Shares”) to Sefhold which will be deemed to have

acquired ownership of the Scheme Shares from the Operative Date in exchange for the delivery by Sefhold of the Scheme

Consideration;

13.2 authorised the Applicant to transfer the Scheme Shares into the name of Sefhold on or at any time after the Operative Date;

Page 43

13.3 authorised the Applicant to collect from Sefhold the Scheme Consideration for issuance to the Scheme Members.

14. In consideration for the disposal of all Scheme Shares to the Applicant each Scheme Member shall, subject to the Scheme becoming

operative, be entitled to receive the Scheme Consideration and to be registered as the due holder of the Scheme Consideration on the

shareholders’ registers of Sefhold.

15. Subject to the passing of a special resolution of the shareholders of Sefhold referred to in paragraph 17.1 below, Sefhold will have

confirmed by the return date of this Application and to the satisfaction of the BSE that Sefhold has received all such corporate consents

necessary to issue the Scheme Consideration required to implement the Scheme.

16. Upon the Scheme becoming operative:

16.1 Sefhold will deliver the Scheme Consideration to Applicant and/or the Applicant’s transfer secretary, acting as agent for

and on behalf of the Applicant, it being recorded that settlement of the Scheme Consideration due to the Scheme Members

will be effected exclusively by the Applicant and/or the said transfer secretaries;

16.2 where a Scheme Member (“a Certificated Scheme Member”) holds its Scheme Shares in paper form (“a Certificated

Scheme Share”) against surrender by the Certificated Scheme Members of their documents of title (in negotiable form) in

respect of such Certificated Scheme Share the portion of Scheme Consideration due to such Certificated Scheme Members

will be posted to the Certificated Scheme Member by the transfer secretaries of Applicant, acting as agent for and on behalf

of the Applicant;

16.3 where a Scheme Member (“a Dematerialised Scheme Member”) holds its Scheme Shares in electronic form (“a

Dematerialised Scheme Share”) payment of the portion of Scheme Consideration due to such Dematerialised Scheme

Members will be effected by procurement by Applicant and/or the Applicant’s transfer secretaries of the relevant entry of the

transfer of the Scheme Consideration to such Dematerialied Scheme Members on the electronic register of dematerialised

Sefhold shares as maintained by the Central Securities Depository of Botswana (“the CSDB”);

16.4 delivery by Sefhold to Applicant’s transfer secretaries, acting as agent for and on behalf of the Applicant, of that portion of

the Scheme Consideration due to Certificated Scheme Members, and the procurement by Applicant and/or the Applicant’s

transfer secretaries of the relevant entry of the transfer of the portion of Scheme Consideration to such Dematerialied

Scheme Members on the electronic register of dematerialised Sefhold shares as maintained by the CSDB shall be the sole

and exclusive manner of discharge by Sefhold of its obligations in terms of the Scheme;

16.5 the Applicant will be obliged, subject to Sefhold having complied with its obligations in terms of this paragraph 16 and

subject to the Certificated Scheme Members having surrendered their documents of title to the Scheme Shares, to:

16.5.1 surrender to Sefhold all the Certificated Scheme Shares in negotiable form;

16.5.2 procure the registration of the Certificated Scheme Shares in the name of Sefhold on the register of Sefcash

shareholders maintained by Applicant’s transfer secretaries;

16.5.3 procure the registration of the Dematerialised Scheme Shares in the name of Sefhold on the electronic register

of Sefcash shareholders maintained by the CSDB;

16.5.4 the rights of the Scheme Members to receive the Scheme Consideration will be rights enforceable by Scheme

Members against the Applicant only and such Scheme Members will in turn be entitled to require the Applicant

to enforce its rights in terms of the Scheme against Sefhold;

16.5.5 the Applicant further undertakes in favour of Scheme Members to enforce all their rights in terms of the

Scheme against Sefhold.

Page 44

17. The Scheme is subject to the fulfilment of the following conditions precedent:-

17.1 the passing of a special resolution by the shareholders of Sefhold pursuant to which the shareholders’ approve the issuance

of ordinary shares representing the Scheme Consideration to the Scheme Members in terms of the Scheme;

17.2 the Scheme being approved by Scheme Members at a duly quorate Scheme Meeting by the holders of not less than three-

fourths of the Scheme Shares present and voting in person or by proxy, which votes shall be counted according to the

number of Scheme Shares held by each Scheme Member present;

17.3 the court sanctioning the Scheme; and

17.4 any other regulatory approvals or consents necessary to implement the Scheme having been obtained including, but not

limited to, approvals and consents from the BSE.

18. The documents contained in the Scheme Circular (annexure “FA3”) have been approved of by the BSE and such approvals will be filed

of record before the hearing of this Application.

19. As recorded in paragraph 13 on page 19 and 20 of the Scheme Circular(annexure “FA3”):

19.1 Imara Botswana Limited, has advised the board of directors of Sefhold that it has considered the terms and conditions of

the Scheme and is of the opinion that the Scheme Consideration is fair and reasonable to its shareholders and to the Scheme

Members and in terms of a report to the board of directors of Sefhold (“the Fair and Reasonable Report” – which report

forms Schedule 6 to the Scheme Circular);

19.2 The directors of the Applicant are further of the opinion that the terms and conditions of the Scheme are fair and reasonable

and will be to the long-term benefit of the Scheme Members. In effecting this decision, and with the specific approval

of the BSE, the Applicant’s board of directors established a sub-committee to consider the methodology and findings

incorporated in the Fair and Reasonable Report and thereafter to provide their findings to the Applicant’s board of directors

which sub-committee was comprised of the managing director of the Applicant and two independent qualified persons

(“the Sub-Committee”);

19.3 The two independent persons co-opted to the Sub-Committee were Messrs. Duncan Majinda and John Hinchcliffe. Mr

Majinda has a MBA from the University of Manchester and is presently the CEO of the Botswana Institute of Accountants

and Mr Hinchcliffe is a chartered accountant, and is the Managing Director of an international consulting entity;

19.4 The Sub-Committee met and considered the methodology and findings incorporated in the Fair and Reasonable Report and

concluded that the offer by Sefhold in terms of the Scheme was fair and reasonable;

19.5 Accordingly, the Applicant’s board of directors resolved to accept the offer and to recommend that the Scheme Meeting be

requisitioned in terms of the Act to consider the Scheme. The Applicant’s board of directors further recommends that the

Scheme Members vote in favour of the Scheme. The directors record that there have been no alternative offers.

20. I respectfully submit that should this Honourable Court deem it fit to grant the order convening the Scheme Meeting it would be

appropriate and convenient that such meeting be held at 17h00 on 7 September 2010 at the Gaborone Sun Hotel Conference Centre,

Gaborone, Botswana, under the chairmanship of Robin Tilney, or failing him such other independent person as may be nominated by

this Honourable Court. The proposed chairman has consented to act as chairman of the Scheme Meeting and has confirmed his ability

to act in such capacity. I annex hereto as annexure “FA5” the written consent of Robin Tilney agreeing to act in such capacity. The

proposed chairman does not have any direct or indirect interest in the Applicant or Sefhold and he does not act for either the Applicant

or Sefhold in any capacity.

21. Should this Honourable Court order the convening of the Scheme Meeting I respectfully submit that the chairman of the Scheme

Meeting shall be authorised:

Page 45

21.1 to determine whether or not any form of proxy submitted for use at the Scheme Meeting should be accepted;

21.2 to determine the procedure to be followed at the Scheme Meeting or any adjournment thereof;

21.3 to adjourn the Scheme Meeting from time to time if he considers it necessary or desirable to do so;

21.4 to appoint scrutineers for the purpose of counting votes at the Scheme Meeting; and

21.5 to accept proxies handed to him not later than 10 minutes prior to the scheduled time for the commencement of the Scheme

Meeting.

22. I respectfully suggest that if this Honourable Court orders the convening of the Scheme Meeting that it directs that the chairman publish

or cause to be published the order of court and a notice convening the meeting in one publication of each of the Government Gazette

and a newspaper circulating in Gaborone on a date at least 14 calendar days before the date of the Scheme Meeting. The notice shall

state, inter alia:

22.1 the time, date and venue of the Scheme Meeting;

22.2 that the Scheme Meeting has been summoned to consider and, if deemed fit, approve, with or without modification, the

Scheme;

22.3 that a copy of this order, the notice, the form of proxy, the form of acceptance and surrender and the Scheme Circular

relating to the Scheme may be obtained on request by any Scheme Member free of charge or inspected during normal

business hours at any time prior to the Scheme Meeting at the registered office of the applicant being c/o Plot 10235, Corner

Lejara and Moporoporo Roads, Broadhurst Industrial, Private Bag 00422, Gaborone;

22.4 that the Scheme Meeting is convened pursuant to this order; and

22.5 that the Scheme, if implemented, will result in the Applicant becoming a wholly-owned subsidiary of Sefhold, the Scheme

Members will cease to hold 100% of their shares in Applicant in consideration for which they will receive 4.5 shares in the

ordinary stated capital of Sefhold for every 1 Scheme Share they hold, subject to rounding provisions, whereafter it is the

intention of the Applicant to delist its stated capital from the Botswana Stock Exchange; and

22.6 that the chairman of the Scheme Meeting shall make available at the registered office of the Applicant a copy of his report

to this Honourable Court free of charge to any Scheme Member on request.

23. Should this Honourable Court order the convening of the Scheme Meeting copies of the following documents shall be sent by post

at least 21 calendar days before the date of the Scheme Meeting to each of the Scheme Members at the addresses as reflected in the

register of shareholders of the Applicant not more than 4 calendar days before the date of such posting:-

23.1 the Scheme Circular substantially in the forms set out in annexure “FA3” hereto;

23.2 the form of proxy to be used at the Scheme Meeting substantially in the form of annexure “FA3 – Schedule 8” hereto;

23.3 the form of acceptance and surrender substantially in the form of annexure “FA3 – Schedule 9” hereto;

23.4 the notice convening the Scheme Meeting stating the time, date, venue and purpose of the Scheme Meeting substantially

in the form of annexure “F4” hereto; and

23.4 the Order of Court.

24. If the Scheme is agreed to, with or without modification, by the Scheme Members a report to this effect will be made to this Honourable

Court by the Applicant for the sanctioning of the Scheme. It is anticipated that the report will be made at 9h30 on 10 September 2010

or as soon thereafter as Counsel may be heard.

25. The approval of this Honourable Court of the Scheme in terms of section 240(1) of the Companies Act will provide the basis for the

Page 46

distribution of the Scheme Consideration subject to this Honourable Court being satisfied that the Scheme is fair and reasonable to all

Scheme Members and that all Scheme Members have been afforded an opportunity to appear at the Scheme Meeting convened for the

sanctioning of the Scheme.

26. If the Scheme is sanctioned by this Honourable Court a certified copy of the order of court sanctioning the Scheme will be lodged with

the Registrar of Companies in the prescribed form for registration in terms of the Companies Act.

27. In the circumstances I respectfully submit that:

27.1 the proposed transaction necessitates the invocation of section 240 of the Companies Act and is not illegal or ultra vires the

Applicant or Sefhold;

27.2 the Scheme is an arrangement between the Applicant and its shareholders as contemplated in section 240 of the Companies

Act;

27.3 it is in the interests of the Scheme Members that they be given an opportunity to consider the Scheme.

28 In all the circumstances I respectfully request this honourable court to grant an order in terms of the draft order of court annexed hereto

marked “FA6”.

DEPONENT

Page 47

CERTIFIED EXTRACT OF A RESOLUTION OF A MEETING OF THE DIRECTORS OF SEFALANA CASH & CARRY LIMITED

(“THE COMPANY”)HELD ON 10 MAY 2010

___________________________________________________________________________________

Whereas:-

A. In terms of a resolution dated 7 May 2010, the Board resolved to institute an application in terms of the Companies Act (Cap 42:01) (“the Act”) to effect a scheme of arrangement as between the Company and the holders of 20.65% shares of the issued stated capital of the Company (“the Scheme of Arrangement”).

B. Pursuant to the said resolution the Company’s attorneys have submitted the following draft documentation to the Board for its ap-proval:-

(i) a shareholders’ circular and annexures thereto which has been drafted in terms of the Listing Requirements of the Bot-swana Stock Exchange (“the Scheme Circular”); and

(ii) draft application papers in terms of Section 240 of the Act to effect the Scheme of Arrangement in terms thereof (“the Scheme Application”).

RESOLVED THAT:

1. Approval of the Scheme Application

2.1 Having considered the draft Scheme Application, the Board hereby approves the Scheme Application substantially in the form tabled before it.

2.2 Hans Kampmann is hereby authorised, in his capacity as Director, to do all such acts, to negotiate all such amendments as may be required in order to have the Scheme Application approved by the Botswana Stock Exchange (“BSE”) and to thereafter execute the following documents for and on behalf of the Company to enable the Scheme Application to be issued out of the High Court of Botswana:-

2.2.1 a power of attorney authorising Attorneys BookbinderKhan to institute the Scheme Application out of the High Court of Botswana; and

2.2.2 all such further documents, including without limiting the generality of the foregoing, the founding affidavit to the Scheme Application to enable the Attorneys BookbinderKhan to institute the Scheme Application out of the High Court of Botswana.

CERTIFIED CORRECT

____________________________SECRETARY

“FA 1”

Page 48

SPECIAL POWER OF ATTORNEY

I, the undersigned,

HANS KAMPMANN

In my capacity as a director of SEFALANA CASH AND CARRY LIMITED (“the Company”) do hereby nominate, constitute and appoint, any partner or professional assistant in the firm of, BOOKBINDERKHAN with power of substitution, to be my lawful Attorney and Agent in my name, place and stead to issue an application in the High Court of Botswana for the purpose of, inter alia, requisitioning a meeting of shareholders of the Company to consider, and if thought fit, to approve a proposed scheme of arrangement in terms of Section 240 of the Companies Act (Cap 42:01) and generally for effecting the purposes aforesaid, to do or cause to be done whatsoever shall be requisite, as fully and effectually, for all intents and purposes, as might or could do if personally present and acting herein; hereby ratifying, allowing and confirming and promising and agreeing to ratify, allow and confirm all and whatsoever my/our said Attorney and Agent shall lawfully do, or cause to be done, by virtue of these present.

SIGNED at Gaborone this 5th day of August 2010 in the presence of the undersigned witnesses.

AS WITNESSES:

1. ……………………………………..….

2. ……………………………………..…. ………..…………………………… HANS KAMPMANN

Page 49

SEFALANA HOLDING COMPANY LIMITED 16,132,000STANBIC NOMINEES RE: BIFM BPOPF 463,353STANBIC NOMINEES RE: BIFM 319,033STANBIC NOMINEES RE: AG BPOPF 90,003STANBIC NOMINEE RE:CF BPOPF 82,287STANBIC NOMINEES RE: BIFM BPOPLF 66,461BOB STAFF PENSION FUND 23,483STANBIC NOMINEES BOTSWANA RE:IBMF 13,200STANBIC NOMINEES BOTSWANA RE: BIFM BR 11,743STANBIC NOMINEES RE: BIFM DPPF 9,846STANBIC NOMINNES BOTSWANA RE:DPPF 5,640STANBIC NOMINEES RE: BIFM BURS 5,512STANBIC NOMINEES BOTSWANA RE: RIPCO 1,384MOGOBE 13,450RASEROKA 12,600MAKIN 11,175PICKLES 10,000HONOLD 5,750FINCRAFT (PTY)LTD RE:FIM A/C 010/0208-GWM 5,000CHILUME 5,000LEKALAKE 5,000MAKEPE 5,000STOCKBROKERS BOTSWAN 4,582ANGLICAN DIOCESE OF BOTSWANA B. E. F 4,000VAKA 2,770SAM 1,918BRINK 1,250HIRSCHFELD 1,250MONCHO 1,000DUBE 1,000MOAHI-PHIRI 1,000OLDRIDGE 1,000LEKALAKE 1,000KEITSHOKILE 950CADFAN-LEWIS 918SCHAERER 800LDL INVESTMENT (PTY) LTD 750

TSHEPANO LEFATSHENG INVESTMENTS (PTY) LTD 700

BARRY 700DATTA-BHATNAGAR 500KGWADI 500MOETI 300FINCRAFT (PTY) LTD FIM A/C 009/0114-HGM 250DITLHABI-OLIPHANT 250DIRA 200MUGO 200KOPI 200BAKWENA 200MPUANG 200NDLOVU 200BADSHAH INVESTMENT (PTY) LTD 200BETHELE 199NGANUNU 195MMUTLE 173NORMAN 170MOYO 150NDIBI 129

BURNETT 125SEKGOMA 100MOKGETHI 100LEBALA 100KEWAKAE 75MOREMONG 50NKGARE 14,350BLACKBEARD 9,150MBAKILE 5,000DINGALO 4,977MATABOGE 4,200FINCRAFT (PTY) LTD RE:FIM A/C 010/0135-CS 3,000NTHEBOLANG 3,000NKGARE 2,050NKGARE 2,050NKGARE 2,050LEBELONYANE 1,000MANTHE 1,000TANYALA 700MOSWEU 335TAU 150MOAHI 125MAINE 25FNB NOMINEES (PTY) LTD RE: BIFM 10001001 5,546FNB NOMINEES (PTY)LTD RE: SIMS 10001000 1,952ISAGO HOLDINGS (PTY) LTD 10,000NGANUNU 7,961MOGWE 6,904TARR 5,899VENKATARAMAN 3,246KEEVIL 3,150PUSO 2,613MAKGALE 1,745NGANUNU 1,713BHATIA 1,637GONDWE 1,000DIPHOKO 1,000BLACK SHEEP INVESTMENTS (PTY) LTD 830MAGANG 800SELATO 793MODISE 700NYAKONDA 500MOTHOBI 164LUKASHE 100BBN [PTY] LTD RE: FAM 3582376 842,703BBN(PTY) LTD RE: IAM 030/14 410,527BBN [PTY] LTD RE:FAM 201/010 131,393BBN (PTY) LTD RE: AG 211/002 101,335BBN{PTY} LTD RE: IAM 203/001 73,172BBN [PTY] LTD RE:SIMS 212/005 72,745BBN (PTY) LTD RE:BIFM DPF 70,742BBN [PYT] LTD RE: FAM 3582252 55,900BBN [PTY] LTD RE: FAM 201/008 42,200BBN(PTY) LTD RE :IAM 030/20 26,900BBN(PTY) LTD RE: SIMS 212/010 13,037BBN [PTY] LTD RE:FAM 201/009 12,200BBN PTY LTD RE:IAM 030/40 10,633

SEFALANA CASH AND CARRY LIMITED REGISTER OF SHAREHOLDERS AS OF 23 JULY 2010

HOLDER HOLDING HOLDER HOLDING

“FA 2”

Page 50

BBN [PTY] LTD RE:FAM 201/004 9,610BBN(PTY) LTD RE: IAM 3292505 9,200BBN(PTY) LTD RE: IAM 030/23 8,700BBN(PTY) LTD RE: IAM 030/32 7,987BBN (PTY) LTD RE: IAM 030/39 7,750BBN(PTY) LTD RE: AG 216/001 7,461BBN [PTY] LTD RE:FAM 3582260 7,200BBN (PTY) LTD RE: IAM 3292521 5,800BBN [PTY] LTD RE:SIMS 212/006 4,000BBN(PTY) LTD RE: IAM 3292424 3,900BBN (PTY) LTD RE: IAM 3292513 2,900BBN(PTY) LTD RE: IAM 3292351 1,500BBN(PTY) LTD RE: IAM 030/15 900BBN(PTY) LTD RE: SIMS 212/004 500BBN(PTY) LTD RE: IAM 030/13 300BBN (PTY) LTD RE:IAM 030/30 79BOTSWANA MOTOR VEHICLE INSURANCE FUND 324,625TARR 85,000J D M INVESTMENTS (PROPRIETARY) LIMITED 84,890SHADI 49,600GUARANTEED LOANS INSURANCE FUND 30,455AMOD 18,130MAHOMED 17,574BOTSWANA MEDICAL AID SOCIETY 17,500SAUNDERS 8,450RE:FIM A/C 010/0146-AS 8,000ABDULL 7,875MANGOLE 7,500THE BRIANLAZ TRUST 7,250KHAMA 6,250MATTHEWS 5,393GREENWOOD 5,096CHAMME 5,000VIZE & GROBLER 5,000TUBE 5,000SITHOLE 5,000MOETI 5,000MODISE 5,000MASWIKITI 5,000GABORONE DAIRY MARKETING CO-OPERATIVE 5,000CHILUME 5,000GOUDSTAD NOMINEES (PTY) LIMITED 4,600RE:FIM A/C 010/0146-LMW 4,000SETHIBO 3,990SMALL 3,750VAN NUWENHUYS 3,650GABANAKGOSI 3,625MOLEMA 3,150OGOROGILE 3,000NTETA 3,000DAVID OXLEY & MAUREEN OXLEY 3,000MONAGHAN 3,000RE:FIM A/C 010/0120-AMM 2,700LEBATHA 2,500MOTSEPE 2,500MOTSEPE 2,500MOTSEPE 2,500TAMOCHA 2,500TAMOCHA 2,500MOREWANE 2,500

BOGATSU 2,400PROGRESS HOLDINGS (PTY) LIMITED 2,400TUBE 2,400GABORONE 2,400RE:FIM A/C 010/0142-RMBM 2,200RE:FIM A/C 010/0157-DDD 2,000RE:FIM A/C 010/0130-DKK 2,000KELLY 2,000KELLY 2,000SHONIWA 2,000MOOKODI 2,000TLALE 2,000SOLA 2,000MAJE 2,000LEBOTSE 2,000DE FILIPPO 2,000BOTSWANA BOOK CENTRE 2,000MOKAILA 1,950SIKUNYANA 1,800PALEDI 1,800MPOFU 1,668MPOFU 1,666MPOFU 1,666WESSON 1,600WOOLF 1,600MONWELA 1,500SEBESO 1,500MAZHANI 1,500O’NEILL 1,393ARORA 1,300KEOTSWETSE 1,300BAYLIS 1,275MOSINYI 1,250RATANANG 1,250MOLEMA 1,250LEKWAPA 1,250BRINK 1,250MHLAMBI 1,200RAM 1,000TSHANE 1,000PASIYA 1,000MAZILE 1,000MOTHIBE 1,000DIMA 1,000MODISE 1,000GUPTA 1,000PAGE - WOOD 1,000TLADI 1,000ROWLAND 1,000ROSSOUW 1,000MOLEELE 1,000MODISE 1,000MOAGI 1,000MATSIPANE 1,000MATLAPENG 1,000MASIRE 1,000MALAMBANE 1,000KWENANE 1,000GARE 1,000GABONNWE 1,000

HOLDER HOLDING HOLDER HOLDING

Page 51

ENGLETON 1,000DIPOGISO 1,000CHOKWE 1,000ALBERTS 1,000INVESTMENT FUND (PTY) LTD NOMINEES 900CHAUHAN 900MHLAMBI 800WESSON 800MOSELE 800TSHABALALA 800SIBANDA 800SEKGOMA 800SEBOTHO 800PHOI 800MUYANGA 800MOTSOKONO 800MORAKE 800MABE 800KWENENG RURAL DEVELOPMENT ASSOCIATION 800KHAMA 800KEAKOPA 800GASEMOTHO 800GABORONE 800CAPPER 800OTENG 750LEKOAPE 750JOSEPH 750KEDDY 725GWAFILA 675HADEBE 650MOLEFE 650KEOBOKILE 625SELATO 625MPOTOKWANE 600SEBATALADI 600MOGOROSI 600FROHLICH 600CHIEF SEEPAPITSO IV 525RE:FIM A/C 010/0127-MM 500MAKHWADE-SEBONI 500MAKHWADE 500MOSARWANA 500WELLIO 500REIKELETSENG 500PHETLHU 500MOLOYI 500MOKAILA 500MAXWELL 500MASEDI 500MANYALA 500LEVENSON 500KEREKANG 500CARDWELL 500BODIRELO (PROPRIETARY) LIMITED 500BAKWENA 500MONAMETSI 457CAWOOD 450BEHR 425SEMAUSU 420PHITSHANA 400

HURT 400GWAFILA 400DIKGANG 400AHMAD 384CHIMIDZA 375PEARMAIN 375PATEL 375NKAELENG 375KHISWA 375BOME 375BANTSI 375TAMOCHA 334KESEBONYE 333KESEBONYE 333GARNHAM 328RE:FIM A/C 010/0158-CKD 300MOILWA 300SEBONEGO 300SENYATSO 300SELLO 300TUMAGOLE 300PELEKEKAE 300NDLOVU 300MOIRWAGALE 300MOGALAKWE 300MOGALAKWE 300MAZILE 300MATENGE 300MAKHALE 300EBRAHIM 300BOAKGOMO 300MOKOBI 275MASIRE 275LEBATI 250HAYWARD 250MOROKA 250MOAGI 250SENEGELO 250MOLEFE 250MOAKOFI 250MICAMAC (PROPRIETARY) LIMITED 250MATOME 250HUNT 250GALEBOLE 250ELISHA 250DINGAKE 250MALOISO 225HAVENS 225DICHABE 200MATSUOKWANE 200MAKGALE 200TRANS AFRICA (PROPRIETARY) LIMITED 200TRANS CONTINENTAL IMP&EXP COMPANY 200TAMASIGA 200RATSHIDI 200RADITLHALO 200PHOMETSI 200NTHUSANG 200MOSIMAKOKO 200MOSIMAKOKO 200

HOLDER HOLDING HOLDER HOLDING

Page 52

MOKGATLE 200MOKGATLE 200MODIMOOFILE 200MAUCHAZA 200MALIKONGWA 200MAINE 200LESOTLHO 200LEKWETE 200KHUNONG 200KHAN 200KETSHABILE 200KASHAMBA 200GABORONE 200DAMAN 200BAYANI 200BADUMETSE 200ARBI 200LEKONE 175ZOMBA 175NTEREKE 175NENI 175MOKGWEETSI 175MMOLAI 175MMOLAWA 175MMOLAWA 175MARUMO 175KHISWA 175BUSHULA 175BALOI 175SG ENTERPRISES (PTY) LTD 171MOLEKO 155RANKO 150MAFIKENG 150GONDE 150THEBE 147P-DOUBLE M ENTERPRISES (PTY) LTD 145SAMPISI 145MAKIN 125WAKGOTLA 125MPOTOKWANE 125MONTSHIWA 125LOO 125LOO 125GABORONE 125BOWANE 125BOITSHEPO 125BASUTI 125THEBE 123RAMOKANYO 102GOITSEMANG 100MOTSAMAI 100NDUSE 100TLHALERWA 100DIHUTSO 100MOTANG 100MOSIENYANE 100RATSHIPA 100MUGO 100THUTLWE 100MOENG 100

MOGOROSI 100MOGOROSI 100KEBOPETSWE 100NTWANA 100KGARI 100MOKOLA 100MAZIDI 100MOSINYI 100MOLWALEFE 100SKYVIEW (PROPRIETARY) LIMITED 100DUBE 100MOLOPO 100MOETSE 100TSIMELE 100TOTENG 100TOM 100THIPE 100TAHLA 100SITHOLE 100SETHIBE 100SEAKGOSING 100POISO 100OMPHILE 100MOTHOBI 100MORWAMANG 100MOROTSI 100MOLEMOENG 100MOLATLHEGI 100MOATLHODI 100MGUNI 100MATOME 100MARIBE 100MAOTO 100MANGOPE 100LIPPE 100LETSHWAO 100LETEBELE 100LEPHOLE 100LEBANG 100KGAFELA 100KGABUNG 100KEBAABETSWE 100HASSERIIS 100DIPHOKO 100DIBEELA 100BANYATSANG 100MONYATSIWA 82MONYATSIWA 82MMOLAWA 75BONSU 75TAU 75SENEGELO 75MATLHAKU 75AWASTHI 75SETHOLE 50WHYMAN 50TEMANE 50SPENCE 50RAPOO 50RAMHEPHENG 50

HOLDER HOLDING HOLDER HOLDING

Page 53

HOLDER HOLDING

RAKWASA 50POLOKO 50MOTSAMAI 50MOTSHEGWA 50MOTSHEGARE 50MOSHE 50MOSES 50MOLEFHE 50MOLATLHEGI 50MOLAMU 50MOKGALO 50MAZEBEDI 50MATITING 50MATALE 50MASOGO 50MAJE 50MACHAILO 50LEPOSO 50LALONDE 50KRUPAVARAM 50KHISWA 50KENTSHITSWE 50GOCHELA 50GALEROMELWE 50MANGOLE 25LESETLHE 25WENTZEL 25THELO 25SLADDEN INTERNATIONAL (PROPRIETARY) LIMITED 25SELEPENG 25SEKGWA 25SEDUMEDI 25RIEKERT 25RAMABOA 25PHINDELA 25NYATSHANE 25NCUBE 25MOTHOBI 25MOSINYI 25MOOKODI 25MONAKA 25MOKAILA 25MMELESI 25MATLHAKU 25MATENDE 25MAROPE 25MARIBE 25MABEO 25LESETLHE 25KOLOLO 25JOHNSON 25ISHMAIL 25GAOGAKWE 25CARLETTA 25

20,330,000

Page 54

IN THE HIGH COURT OF THE REPUBLIC OF BOTSWANA

HELD AT LOBATSE Case No.MAHLB000446-10

In the ex parte application of:

SEFALANA CASH & CARRY LIMITED Applicant

NOTICE OF SCHEME MEETING

1. NOTICE is hereby given that in terms of an Order of Court dated 13 August 2010, the High Court of Botswana held at Lobatse has

ordered that a meeting (“the Scheme Meeting”) of the holders of the Applicant’s shares registered as such at the close of business

on 11 August 2010 (“the Scheme Members”) be convened by Robin Tilney or, failing him, any other person appointed by the above

Honorable Court, in terms of section 240(2)(b) of the Companies Act (Cap 42.01) as amended (“the Act”) which Scheme Meeting shall

be held at the Gaborone Sun Hotel Conference Centre, Gaborone, Botswana on 17.00 7 September 2010 for the purpose of considering

and, if deemed fit, approving, with or without modification, the scheme of arrangement proposed by the Applicant, between the

Applicant and the Scheme Members (“the Scheme of Arrangement”). It is specifically recorded that the majority shareholder of the

Applicant, Sefalana Holding Company Limited (“Sefhold”), shall not participate in the Scheme of Arrangement in its capacity

as a Shareholder of the Applicant and for the purpose of the Scheme of Arrangement shall be deemed not to be a “Scheme

Member”.

2. The Scheme of Arrangement is subject to the fulfilment of the conditions precedent stated therein and the sanction of the above

Honourable Court.

3. The basic characteristic of the Scheme of Arrangement is that, if implemented, will result in the Applicant becoming a wholly-owned

subsidiary of Sefhold and the Scheme Members who are registered as such on the close of business on 11 August 2010 (“the Record

Date”) will cease to hold 100% of their shares in Applicant in consideration for which they will receive 4.5 shares in the ordinary share

capital of Sefhold for each of the Applicant’s shares held by it (“the Scheme Shares”), subject to rounding provisions (“the Scheme

Consideration”). If the Scheme of Arrangement is implemented it is the intention of the Applicant to delist its share capital from the

Botswana Stock Exchange;

4. Each Scheme Member may attend, speak and vote in person at the Scheme Meeting, or may appoint one or more proxies (who need not

be members of the Applicant) to attend, speak and vote at the Scheme Meeting in the place of such Scheme Member. A form of proxy

for this purpose is included in the document of which this notice forms part (see below) and may be obtained from the Applicant’s

registered office, situate at c/o Plot 10235, Corner Lejara and Moporoporo Roads, Broadhurst Industrial, Private Bag 00422, Gaborone

(“the Official Offices”). The person whose name appears first on the form of proxy and who is present at the Scheme Meeting will be

entitled to act as proxy to the exclusion of those whose names follow.

5. The Scheme Meeting will be convened on the basis that the quorum requirement will be at least two Scheme Members who between

them hold at least 51% of the issued share capital held by the Scheme Members, it being recorded that in the event that a quorum is not

extant at the date and time that the Scheme Meeting is requisitioned for, the Scheme Meeting shall be adjourned for a period of seven

days to the same location and at the same time (“the Adjourned Meeting”) and the Scheme Members present at the Adjourned Meeting

shall be deemed to form a quorum thereat regardless of numbers of Scheme Members present or percentage of shares held by such

Scheme Members.

6. Properly completed forms of proxy must be lodged with the Company Secretary at the Official Offices to be received by not later

than 16:00 on 6 September 2010 or may be handed to the chairperson not later than 10 minutes before the Scheme Meeting is due to

commence.

7. In terms of the aforementioned Order of Court, the chairperson of the Scheme Meeting must report the results thereof to the above

“FA 4”

Page 55

Honourable Court on 10 September 2010 at 9:30 or as soon thereafter as Counsel may be heard. A copy of the chairperson’s report

to the Court will be available to any Scheme Member free of charge at the Official Offices, during normal business hours, from 8

September 2010.

8. Copies of the Scheme Circular, this notice, the form of proxy for use at the Scheme Meeting, the form of surrender and acceptance and

the Order of Court summoning the Scheme Meeting are included in the document of which this notice forms part and may be inspected

at the Official Offices during normal business hours, up to and including 7 September 2010.

ROBIN TILNEY

CHAIRPERSON OF THE SCHEME MEETING

Applicant’s Attorneys1st Floor Standard House

Main MallPrivate Bag 382

GABORONETel:- +267 3913 297

Fax:- +267 3913 295

Page 56

“FA 5”

Page 57

IN THE HIGH COURT OF THE REPUBLIC OF BOTSWANA

HELD AT LOBATSE Case No.MAHLB000446-10

In the ex parte application of:

SEFALANA CASH & CARRY LIMITED Applicant

DRAFT ORDER

Before the Honourable Mr at Lobatse on the 13TH day of August 2010.UPON HEARING Mr Attorney Bookbinder for the Applicant and having read the documents filed of record:-IT IS ORDERED THAT:1 a meeting (“the Scheme Meeting”) of the holders of the Applicant’s shares registered as such by 16:00, 11 August 2010 (“the Scheme

Members”) be convened by the chairman referred to in paragraph 2 below in terms of section 240(2) (b) of the Companies Act (Cap 42.01) as amended (“the Companies Act”) which Scheme Meeting is to be held at the Gaborone Sun Hotel Conference Centre, Gaborone, Botswana on 7 September 2010 at 17h00 for the purpose of considering and, if deemed fit, approving, with or without modification the scheme of arrangement proposed by the Applicant between the Applicant and the Scheme Members details of which are recorded in annexure “FA3” to the founding affidavit in this matter (“the Scheme Circular”). It is specifically recorded that Sefalana Holding Company Limited (“Sefhold”), which is the majority shareholder of the Applicant’s issued share capital, shall not participate in the Scheme of Arrangement in its capacity as a shareholder of the Applicant and for the purpose of the Scheme shall be deemed not to be a “Scheme Member”;

2 Robin Tilney or, failing him, any other person appointed by this Honourable Court be and is hereby appointed as chairman of the Scheme Meeting, holding offices for all relevant purposes at the registered office of the Applicant situate at c/o Plot 10235, Corner Lejara and Moporoporo Roads, Broadhurst Industrial, Private Bag 00422,Gaborone (“the Official Offices”);

3 the chairman of the Scheme Meeting is authorised to determine:-

3.1 whether or not any form of proxy submitted for use at the Scheme Meeting should be accepted;

3.2 the procedure to be followed at the Scheme Meeting or any adjournment thereof;

3.3 to adjourn the Scheme Meeting from time to time if he considers it necessary or desirable to do so;

3.4 to appoint a scrutineer for the purpose of the Scheme Meeting;

3.5 to accept proxies handed to him not later than 10 (ten) minutes prior to the scheduled time for the commencement of the Scheme Meeting;

4 this Order of Court and the notice convening the Scheme Meeting substantially in the form of Annexure “FA4” to the founding affidavit (“the Notice”) be published by the chairman of the Scheme Meeting once in each of the Government Gazette and in a newspaper circulating in Gaborone at least 14 days before the Scheme Meeting. Such notice shall state:-

4.1 the time, date and venue of the Scheme Meeting;

4.2 that the Scheme Meeting has been summoned to consider, and if deemed fit, approve, with or without modification, the Scheme;

4.3 that a copy of the Order, the Notice, the Scheme Circular, the form of proxy and the form of acceptance and surrender may be obtained on request by any Scheme Member free of charge or inspected during normal business hours for a period of not less than 14 (fourteen) calendar days prior to the Scheme Meeting up to the date fixed by the Honourable Court for the chairman to report back to it at the Official Offices;

4.4 that the Scheme Meeting is convened pursuant to this Order and:-

4.4.1 the Scheme Meeting will be convened on the basis that the quorum requirement will be at least two Scheme Members representing not less than 51% of the issued share capital held by the Scheme Members, it being recorded that in the event that a quorum is not extant at the date and time the Scheme Meeting is initially requisitioned in terms hereof, the Scheme Meeting shall be adjourned for a period of seven days to the same location and at the same time (“the Adjourned Meeting”) and the Scheme Members present at the Adjourned Meeting shall be deemed to form a quorum thereat regardless of numbers of Scheme Members present or percentage of shares held by those Scheme Members present;

4.4.2 each of Sefhold and Chandra Chauhan will be excluded from forming part of the quorum requirement and from voting on the business

“FA 6”

Page 58

to be transacted at the Scheme Meeting; and

4.4.3 the ordinary resolution to be voted upon at the Scheme Meeting will be passed at the duly quorate Scheme Meeting by the holders of not less than three-fourths of the Scheme Shares present and voting in person or by proxy, which votes shall be counted according to the number of Scheme Shares held by each Scheme Member present;

4.5 that the Scheme, if implemented, will result in the Applicant becoming a wholly-owned subsidiary of Sefhold, the Scheme Members will cease to hold 100% of their shares in Applicant in consideration for which they will receive 4.5 shares in the ordinary share capital of Sefhold for each Scheme Share, subject to rounding provisions, whereafter it is the intention of the Applicant to delist its share capital from the Botswana Stock Exchange;

5. copies of:-

5.1 the Scheme Circular substantially in the form of Annexure “FA3” to the founding affidavit;

5.2 the form of proxy to be used at the Scheme Meeting substantially in the form of annexure “FA3 – Schedule 8” to the founding affidavit;

5.3 the form of acceptance and surrender substantially in the form of annexure “FA3– Schedule 9” to the founding affidavit;

5.4 the notice convening the Scheme Meeting substantially in the form of Annexure “FA4” to the founding affidavit; and

5.5 this Order;

shall be posted by mail by the Applicant to each Scheme Member not later than 21 (twenty-one) calendar days before the Scheme Meeting at his address as recorded in the register of shareholders of the Applicant at the close of business on 11 August 2010 ;

6 the date of posting of the documents referred to in paragraph 5 above shall be evidenced by an affidavit deposed to by a representative of the Applicant;

7 the chairman of the Scheme Meeting shall report the results of the Scheme Meeting to this Honourable Court on 10 September 2010 at 09.30 or as soon thereafter as Counsel may be heard;

8 in the report required by this Honourable Court from the chairman of the Scheme Meeting, details shall be given of:

8.1 the number of Scheme Members present in person at the Scheme Meeting;

8.2 the number of Scheme Members represented by proxy at the Scheme Meeting with information as to the number of shares represented by the chairman in terms of proxies;

8.3 the number of shares held by all Scheme Members;

8.4 any proxies which have been disallowed and the reasons therefor;

8.5 all resolutions passed at the Scheme Meeting with particulars of the numbers of votes cast in favour of and against such resolutions and of any absentations, indicating how many votes were cast by the chairman in terms of proxies;

8.6 all rulings made and directions given by the chairman at the Scheme Meeting;

8.7 the relevant portions of documents and reports submitted or tabled at the scheme meeting which bear on the merits or demerits of the Scheme, including copies thereof;

8.8 the main points of any other proposal which was submitted to the Scheme Meeting;

9 that the chairman of the Scheme Meeting shall make available at the registered office of the Applicant (and the notice of Scheme Meeting which is published and sent to members shall include a statement that it is so available) a copy of the chairman’s report to this Honourable Court, free of charge, to any Scheme Member on request;

10 that any Scheme Member wishing to vote by proxy should tender as his/her proxy the form of proxy referred to in paragraph 5.2 of this Order; and

11 granting the Applicant such further and/or alternative relief as this Honourable Court may deem fit.

BY ORDER OF THE COURT

______________________________________________ASSISTANT REGISTRAR AND MASTER

Page 59

Sefalana Cash and Carry Limited(“Sefcash” or the “Company”)

Share code: Sefcash ISIN: BW 000 000 0090Incorporated in the Republic of Botswana on 29 September 1994

Company No. 94/1481

FORM OF PROXY FOR THE SCHEME MEETING

The definitions and interpretations of this Scheme Circular of which this form of proxy forms part, apply in this form of proxy.

For use by Minority Shareholders, other than the Excluded Shareholder, at the Scheme Meeting convened in terms of an Order of Court to be held at 17:00 on Tuesday 7 September 2010, or immediately after the conclusion of the Sefhold General Meeting to be held at 16:00 on Tuesday 7 September 2010, whichever is the later; or any adjournment thereof, at the Gaborone Sun Hotel Conference Centre, Gaborone.

I/We(Please print names in full)__________________________________________________________________________________________

of (address)__________________________________________________________________________________________________________

being the registered holders of _______________ ordinary shares with no par value in the stated capital of Sefcash (“Sefcash Shares”), appoint (see Note):

1. _______________________________________________________________________or failing him/her

2. ________________________________________________________________________or failing him/her

3. the chairperson of the Scheme Meeting.

As my/our proxy to act for me/us at the Scheme Meeting for the purposes of considering and, if deemed fit, agreeing (see Note 2).

with modification Delete whichever is not applicablewithout modification

To the Scheme proposed by Sefcash between Sefcash and its shareholders (other than the Excluded Shareholder) at the Scheme Meeting, and at each adjournment thereof, if necessary, and to vote for and/or against the Scheme and/or abstain from voting in respect of the Sefcash Shares registered in my/our names in accordance with the following instructions (see Note 3):

Insert an “X” or the number of Sefcash SharesFor the Scheme Against the Scheme Abstain

* One vote per Sefcash Share held by the Minority Shareholder.

Signed at ___________________________________on__________________________________________________2010.

Signature/s of Member/s_____________________Telephone number (______________)

SCHEDULE 8FORM OF PROXY FOR THE SCHEME MEETING

Tear

alo

ng p

erfo

ratio

n“FA 3”

Page 60

Full names of Member/s and authority of signatory (if applicable)______________________________________________________

Assisted by (where applicable)__________________________________________________________________________________(including capacity and full names)

Each Minority Shareholder is entitled to appoint one or more proxy(ies) (who need not be a Member of Sefcash) to attend, speak and vote/abstain in his/her/its stead at the Scheme Meeting.

Please read the notes on the reverse side hereof.Notes:

1. A Minority Shareholder may insert the name of a proxy or the names of two alternative proxies of his choice in the spaces provided with or without deleting “the chairperson of the Scheme Meeting” but any such deletion must be initialed by the Minority Shareholder. The person whose name appears first on this form of proxy and who is present at the Scheme Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

2. If the Minority Shareholder agrees that the Scheme may be modified, the Minority Shareholder may indicate the manner and extent of such modification to which the proxy may agree on a separate sheet of paper which must be attached to that Member’s form of proxy which is submitted.

3. It should be noted that, notwithstanding that a Minority Shareholder indicates that the Scheme may not be modified, the chairperson (if the chairperson is an authorised proxy) or any other proxy will nevertheless be entitled to agree to the modification of the Scheme in terms of which the Scheme Consideration is increased.

4. If the Minority Shareholder fails to indicate whether the Scheme may be agreed to with or without modification, or fails to indicate the manner and the extent of any modification to which the proxy may agree, such failure will be deemed to authorise the chairperson of the Scheme Meeting or any other proxy, to agree to the Scheme with or without modification as he deems fit in respect of all the Minority Shareholder’s votes exercisable at the Scheme Meeting.

5. Please insert the number of votes in the relevant space according to how you wish your votes to be cast. If you wish to cast your votes in respect of a lesser number of Sefcash Shares than you own in Sefcash, insert the number of Sefcash Shares held in respect of which you wish to vote. Failure to comply with the above will be deemed to authorise and compel the chairperson, if the chairperson is an autho-rised proxy, to vote to accept the Scheme, or to authorise any other proxy to vote for or against the Scheme or abstain from voting as the chairperson deems fit, in respect of all the Shareholder’s votes exercisable thereat. A Minority Shareholder or his proxy is not obliged to use all the votes exercisable by the Minority Shareholder or his proxy, but the total of the votes cast and in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the Minority Shareholder or his proxy.

6. Forms of proxy must be lodged with the Transfer Secretaries, DPS Consulting Services (Proprietary) Limited, Plot 50371 Fairgrounds Office Park, P O Box 294, Gaborone, to be received by no later than 16:00 on Monday 6 September 2010, or such later date as may be published in the press in relation to any adjournment of the Scheme Meeting, or such later date as may be published in the press in rela-tion to any adjournment of the Scheme Meeting.

7. Any alteration or correction made to this form of proxy must be initialed by the signatory(ies).

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Transfer Secretaries or waived by the chairperson of the Scheme Meeting.

9. The completion and lodging of this form of proxy will not preclude the relevant Minority Shareholder from attending the Scheme Meet-ing and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Minority Shareholder wish to do so.

10. The chairperson of the Scheme Meeting may accept or reject any form of proxy which is completed and/or received, other than in ac-cordance with these notes and instructions, provided that the chairperson is satisfied as to the manner in which the Minority Shareholder wishes to vote.

11. Joint holders – any such persons may vote at the Scheme Meeting in respect of such joint shares as if he were solely entitled thereto; but if more than one of such joint holders are present or represented at the Scheme Meeting, that one of the said persons whose name stands first in the register in respect of such shares or his proxy, as the case may be, is alone entitled to vote in respect thereof.

12. Minority Shareholders who hold Scheme Shares through a nominee, should advise their nominee timeously of their intention to attend and vote at the Scheme Meeting or to be represented by proxy thereat in order for their nominee to provide them with the necessary authorisation to do so or should provide their nominee timeously with their voting instructions should they not wish to attend the Scheme Meeting in person in order for their nominee to vote in accordance with their instructions at the Scheme Meeting.

Page 61

Sefalana Cash and Carry Limited(“Sefcash” or the “Company”)

Share code: Sefcash ISIN: BW 000 000 0090Incorporated in the Republic of Botswana on 29 September 1994

Company No. 94/1481

FORM OF SURRENDER AND TRANSFERTO BE USED BY CERTIFIED SCHEME PARTICIPANTS ONLY

For use by Certificated Minority Shareholders of Sefcash only in relation to a Scheme of Arrangement in terms of section 240 of the Companies Act (Cap 42:01), as amended, proposed by Sefcash between Sefcash and its Shareholders, other than the Excluded Shareholder.

The definitions and interpretations of this Scheme Circular of which this form of surrender and transfer forms part, apply in this form of surrender and transfer.

This form is attached for the convenience of Certificated Minority Shareholders of Sefcash who may wish to surrender their Documents of Title prior to the Finalisation Date, which is expected to be 10 September 2010.

Alternatively all Certificated Minority Shareholders may wait until the Scheme becomes operative and surrender their Documents of Title under the cover of this form. All Certificated Minority Shareholders will ultimately be required to surrender their Documents of Title. The Documents of Title surrendered in advance will be held in trust on behalf of the registered Minority Shareholder by the Transfer Secretaries pending the Scheme becoming operative. In the event that the Scheme does not become operative the Transfer Secretaries will, within the latter of five Business Days of it becoming known that the Scheme will not become operative or the receipt of the Documents of Title, return the Documents of Title to the Minority Shareholder concerned by post, at the risk of such Minority Shareholders.

Instructions:

The surrender of Documents of Title is only applicable to Certificated Minority Shareholders.

1. A separate form of surrender and transfer is required for each Certificated Minority Shareholder.

2. Part A and B must be completed by all Certificated Scheme Participants and must be returned to DPS Consulting Services (Proprietary) Limited, Plot 50371, Fairgrounds Office Park, P O Box 294, Gaborone, so as to be received before 12:00 on the Finalisation Date, pres-ently scheduled to be 10 September 2010.

3. If this form of surrender and transfer is returned with the relevant Document(s) of Title to Sefcash before the date that the Scheme be-comes unconditional, it will become treated as a conditional surrender which is made subject to the Scheme (details of which are set out in the Scheme Circular to which this form is attached) becoming unconditional and being implemented. In the event that the Scheme does not become operative the Transfer Secretaries will, within the latter of five Business Days of it becoming known that the Scheme will not become operative or the receipt of the Documents of Title, return the Documents of Title to the Member concerned, by post, at the risk of such Minority Shareholders.

4. Persons who have acquired Sefcash Shares after the date of issue of this Scheme Circular to which this form of surrender and transfer is attached can obtain copies of this form of surrender and transfer and the Scheme Document from the Transfer Secretaries.

5. The Scheme Consideration for every Certificated Scheme Share held on the Operative Date for the Scheme presently scheduled to be on 13 September 2010 will not be sent to the Certificated Minority Shareholder unless and until Documents of Title in respect of the relevant Certificated Scheme Shares have been surrendered to the Transfer Secretaries.

Please also read the notes contained at the end of this form

SCHEDULE 9FORM OF SURRENDER AND TRANSFER

Tear

alo

ng p

erfo

ratio

n“FA 3”

Page 62

The Transfer Secretaries

By hand: By post:

DPS Consulting Services (Proprietary) Limited, Plot 50371 Fairgrounds Office Park, Gaborone

DPS Consulting Services (Proprietary) Limited, P O Box 294, Gaborone

Dear Sirs

I/We hereby surrender and enclose the share certificates, certified transfer deeds and/or other Documents of Title, in respect of my/our holding of Ordinary Shares in Sefcash.

PART A – To be completed by all Certificated Scheme Participants who return this form.

Surname or Name of corporate body____________________________________________________________________________________First names (in full) _________________________________________________________________________________________________Title (Mr, Mrs, Miss, Ms, etc) ________________Address to which the Scheme Consideration should be posted (if different from registered address)___________________________________________________________________________________________________________________________________________________Post code______________________________country_______________________________Telephone(___________)Telefax(______________)

*Subject to the Scheme becoming operative on 13 September 2010, the Scheme Consideration will be sent to the address stipulated above, by post, at the risk of the Minority Shareholder concerned on 13 September 2010,if this form of surrender and transfer and the Documents of Title have been received by the Transfer Secretaries, prior to or at 12:00 on 10 September 2010 or; failing which will be so sent within five Business Days of receipt of such form of surrender and transfer and Documents of Title if received by Transfer Secretaries after 13 September 2010. Contrary instructions will not be accepted.

Documents of title

Name of registered holder (separate form for each holder

Certificate number(s) (in numerical order) Number of Sefcash Shares covered by each certificate

Total Number of Sefcash Shares Held

PARTY B – Transfer of Scheme Shares

By completing and signing this form of surrender and transfer, the Certificated Minority Shareholder concerned transfers the applicable number of Scheme Shares referred to in Part A above to Sefhold (or Sefhold’s duly appointed nominee).

Signature of member Stamp and address of agent lodging this form (if any)

Date of signature:

Page 63

Notes:

1. All documents are posted at the risk of the Minority Shareholders. The Scheme Consideration will be posted or transferred, as the case may be, at the risk of Minority Shareholders.

2. The Scheme Consideration will not be sent to Minority Shareholders unless and until the Documents of Title in respect of the relevant Sefcash Shares have been surrendered to the Transfer Secretaries. If a Minority Shareholder produces evidence to the satisfaction of Sefcash and Sefhold that Document(s) of Title in respect of Scheme Shares have been lost or destroyed, surrender of such document(s) of title may be waived by both Sefcash and Sefhold acting jointly, provided that Sefcash and Sefhold are, if so required by either or both of them, given an indemnity in respect of such Document(s) of Title and additional evidence or documents or undertakings (including insurance or a guarantee) as Sefcash and/or Sefhold may require.

3. If this form of surrender and transfer is not signed by a Minority Shareholder, the Minority Shareholder concerned will be deemed to have irrevocably appointed the Company Secretary of Sefcash to implement that Minority Shareholder’s obligation under the Scheme on his behalf.

4. No receipts will be issued for documents lodged, unless specifically requested in compliance with the requirements of the BSE, lodging agents are requested to prepare special transaction receipts. Signatories may be called upon for evidence of their authority or capacity to sign this form.

5. Any alteration to this form of surrender and transfer must be signed in full and not initialed.

6. If this form of surrender and transfer is signed under a power of attorney, a notarially certified copy thereof must be sent with this form for noting (unless it has already been noted by Sefcash or its Transfer Secretaries).

7. Where the Minority Shareholder is a company or a close corporation, unless it has already been registered with Sefcash or its Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this form of surrender and transfer must be submitted if so requested by Sefcash.

8. Note 7 above does not apply in the event of this form bearing the stamp of a broking member of the BSE.

9. Where there are joint holders of any Sefcash Shares, only the holder whose name stands first in the register in respect of such Sefcash Shares need sign this form of surrender and transfer.

Sefalana Cash and Carry Limited(“Sefcash” or the “Company”)

Share code: Sefcash ISIN: BW 000 000 0090Incorporated in the Republic of Botswana on 29 September 1994

Company No. 94/1481