NOTICE OF ANNUAL GENERAL MEETING

A.

Notice

Notice is hereby given of the Annual General Meeting (the “Annual General Meeting”) of Clover Industries Limited to be held at 200 Constantia Drive, Constantia Kloof on Tuesday, 26 November 2013, at 10h00 or any adjournment/ postponement thereof.

Shareholders or their proxies may participate in the Annual General Meeting by way of a teleconference call and, if they wish to do so:

• Must contact the Company Secretary (by email at the address jacques.vanheerden@clover.co.za) by no later than 12h00 on Thursday, 21 November 2013, in order to obtain a PIN number and dial-in details for that conference call.
• Will be required to provide reasonably satisfactory identifi cation (forms of which include valid identity documents, driver’s licences and passports).
• Will be billed separately by their own telephone service providers for their telephone call to participate in the Annual General Meeting.

B.

Who may attend and vote

The Board of Directors of the Company has determined that the record date for the purpose of determining which shareholders of the Company are entitled to receive notice of the Annual General Meeting is Friday, 20 September 2013, and the record date for purposes of determining which shareholders of the Company are entitled to vote at the Annual General Meeting is Friday, 15 November 2013. Accordingly, only shareholders who have traded by the last trading day, being Friday, 8 November 2013, and are registered in the securities register of the Company on Friday, 15 November 2013, will be entitled to attend, participate in, and vote at the Annual General Meeting.

Holders of ordinary shares will be entitled to vote on all of the resolutions put to shareholders at the Annual General Meeting.

If you hold dematerialised shares which are registered in your name or if you are the registered holder of certifi cated shares:

• You may attend the Annual General Meeting in person; or
• Alternatively, you may appoint a proxy (who need not be a shareholder of the Company) to represent you at the Annual General Meeting by completing the attached form of proxy in accordance with the instructions it contains and returning it to the transfer secretaries to be received by not later than 10h00 on Monday, 25 November 2013.

If you hold dematerialised shares which are not registered in your name:

• And wish to attend the Annual General Meeting, you must obtain the necessary letter of authority from your CSDP or broker.
• And do not wish to attend the Annual General Meeting but would like your vote to be recorded at the Annual General Meeting, you should contact your CSDP or broker and furnish them with your voting instructions.
• You must not complete the attached form of proxy.

All meeting participants will be required to provide reasonably satisfactory identifi cation (forms of which shall include valid identity documents, driver’s licences and passports) to the Chairman of the Annual General Meeting.

C.

Purpose of the meeting

The purpose of the Annual General Meeting is to conduct the following business:

• To present and note -
  • The Annual Financial Statements of the Company for the year ended 30 June 2013, which Annual Financial Statements have been mailed togetherwith this notice of the Annual General Meeting and is also available on the Company’s website (www.clover.co.za) (“Annual Financial Statements”).
  • The Directors’ report on the Annual Financial Statements.
  • The Audit and Risk Committee’s report relating to the Annual Financial Statements.
• To note the retirement of certain Directors, in terms of the Company’s Memorandum of Incorporation (the “MOI”), and to present and vote on the re-election of those same Directors.
• To present and vote on -
  • The re-appointment of the Independent External Auditors for the year ending 30 June 2014.
  • The election of an independent Audit and Risk Committee.
• To provide the Chairman of the Social and Ethics Committee with an opportunity to report back to the shareholders as provided for in regulation 43 of the Companies Act.
• To consider and, if deemed fi t, pass, with or without modifi cation, all the resolutions set out below.

A

Normal business

1

Ordinary resolution number 1: Adoption of Annual Financial Statements

1.1

Resolution

To receive, consider and adopt the Company’s audited Annual Financial Statements and Group audited Annual Financial Statements, including the Directors’ report, auditor’s report, report by the Audit and Risk Committee and the report by the Social and Ethics Committee for the year ended 30 June 2013.

1.2

Approval

In order for this ordinary resolution to be adopted, the support of a majority of votes cast by shareholders present or represented by proxy at this meeting is required.

2

Ordinary resolution number 2: Re-election of Directors who have retired by rotation

2.1

Resolution

To re-elect, as separate resolutions, each of the following Directors (who are retiring, but are eligible for and have off ered their services for re-election) in terms of article 36 of the MOI, namely –

(a) Dr SF Booysen as an Independent Nonexecutive Director of the Company;
(b) Adv JNS Du Plessis as an Independent Nonexecutive Director of the Company; and
(c) Mr NA Smith as a Non-executive Director of the Company.

2.2

Approval

Each of these resolutions will be considered by way of a separate vote and in order for each ordinary resolution to be adopted, the support of a majority of votes cast by shareholders present or represented by proxy at this meeting is required.

2.3

A brief biography of each of Dr SF Booysen, Adv JNS Du Plessis and Mr NA Smith is set out below –

3

Ordinary resolution number 3: Appointment of New Independent Non-executive Directors

3.1

Resolution

To confirm, as separate resolutions the appointment of Ms NV Mokhesi and Ms B Ngonyama as Independent Nonexecutive Directors.

3.2

Approval

Each of these resolutions will be considered by way of a separate vote and in order for these ordinary resolutions to be adopted, the support of a majority of votes cast by shareholders present or represented by proxy at this meeting is required.

3.3

A brief biography of each of Ms NV Mokhesi and Ms B Ngonyama is set out below –

4

Ordinary resolution number 4: Re-appointment of Independent External Auditors

4.1

Resolution

Ernst & Young Inc. is re-appointed, upon the recommendation of the current Audit and Risk Committee, as the independent registered auditors of the Company, and to note that the individual registered auditor who will undertake the audit during the ensuing fi nancial year ending 30 June 2014 will be Mr SJJ Strydom.

4.2

Approval

In order for this ordinary resolution to be adopted, the support of a majority of votes cast by shareholders present or represented by proxy at this meeting is required.

5

Ordinary resolution number 5: Approval of the Group Remuneration Policy

5.1

Resolution

The Company’s Group Remuneration Policy, as described in the Report on Remuneration of the Integrated Annual Report (mailed together herewith), is endorsed by way of a non-binding advisory vote as recommended in the King III Code of Corporate Governance for South Africa 2009.

5.2

Approval

In order for this ordinary resolution to be adopted, the support of a majority of votes cast by shareholders present or represented by proxy at this meeting is required.

6

Ordinary resolution number 6: Election of Independent Audit and Risk Committee

6.1

Resolution

To elect, as separate resolutions and, in the case of Dr SF Booysen, Adv JNS Du Plessis and Ms B Ngonyama, subject to the passing of ordinary resolutions number 2 and 3,

(i) Dr SF Booysen;
(ii) Adv JNS Du Plessis;
(iii) Ms B Ngonyama; and
(iv) Mr TA Wixley;

who are Independent Non-executive Directors of the Company, as the members of the Company’s Audit and Risk Committee for the ensuing year. As is evident from the biographies (which appear below) of these Directors, they have the required qualifi cation and/or experience to fulfi l their duties as committee members.

6.2

A brief biography of each of Dr Booysen, Adv Du Plessis, Ms B Ngonyama and Mr TA Wixley is set out below. 6.2.1 Dr SF Booysen obtained

6.3

Approval

Each of these resolutions will be considered by way of a separate vote and in order for these ordinary resolutions to be adopted, the support of a majority of votes cast by shareholders present or represented by proxy at this meeting is required.

B

Special business

1

Special resolution number 1: General authority to repurchase shares

1.1

Resolution

The Company and/or any of its subsidiaries be and is hereby authorised by way of a general authority to acquire, from time to time, ordinary shares issued by the Company, on such terms and conditions as the Directors may deem fi t, and in terms of the MOI, section 48 of the Companies Act and the JSE Listings Requirements, provided that:

1.2

Explanation

The reason for and eff ect of this special resolution is to authorise the Company and/or any of its subsidiaries by way of a general authority, in terms of section 48 of the Companies Act and paragraph 5.72 of the Listings Requirements, to acquire the shares issued by it on such terms as

the Directors may deem fi t. Any shares acquired as aforesaid by the Company (as opposed to its subsidiaries) shall be cancelled and restored to the status of authorised but unissued shares in the capital of the Company.

Statement of Board’s intention
The Directors of the Company have no specific intention to give eff ect to the provisions of special resolution number 1, but will, however, continually review the Company’s position, having regard to prevailing circumstances and market conditions, in considering whether to eff ect the provisions of special resolution number 1.

1.3

Approval

In order for this special resolution to be adopted, the support of at least 75% of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.

2

Special resolution number 2: Remuneration of Non-executive Directors

2.1

Resolution

To approve the Non-executive Directors’ remuneration commencing with eff ect from 1 July 2013 and as indicated below:

B

Special business

3

Special resolution number 3: Financial assistance in terms of section 45 of the Companies Act

3.1

Resolution

The Company and/or any of its subsidiaries be and is hereby authorised by way of a general authority to provide, from time to time, subject to the provisions of section 45 of the Companies Act, fi nancial assistance in any form or amount to any company or corporation which is related or inter-related to the Company (as defi ned in the Companies Act), on the terms and conditions that the Board of Directors may determine from time to time.

3.2

Explanation

The reason for and the eff ect of this special resolution is to grant the Company the authority to provide fi nancial assistance by way of loans, guarantees, the provision of security or otherwise, to any company which is related or inter-related to the Company i.e. its subsidiaries. The special resolution does not authorise the provision of fi nancial assistance to a Director or prescribed offi cer of the Company.

3.3

Approval

In order for this special resolution to be adopted, the support of at least 75% of the total number of votes which the shareholders present or represented by proxy at this meeting are entitled to cast is required.

C

Other business

1

To transact such other business as may be transacted at an Annual General Meeting.

Disclosure required in terms of the JSE Listings Requirements relating to special resolutions number 1 and 3

Solvency and Liquidity Statement The Board of Directors of the Company confi rm that the Company will not commence a general repurchase of shares in respect of special resolution number 1 or provide fi nancial assistance in accordance with special resolution number 3 unless,

for a period of 12 months after the date of the general repurchase or provision of fi nancial assistance as contemplated in special resolutions 1 and 3:

• The Company and the Group’s assets will be in excess of the liabilities of the Company and the Group. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual fi nancial statements which comply with the Companies Act.
• The share capital and reserves of the Company and the Group will be adequate for ordinary business purposes.
• The working capital available to the Company and the Group will be adequate for the ordinary business purposes.
• The Company and the Group will be able to pay their debts as they become due in the ordinary course of business.