Form of proxy

BUILDMAX LIMITED

Registration umber 1995/012209/06

(“Buildmax” or “the company”)

JSE Code: BDM

ISIN: ZAE000011250

For use by the holders of the company’s certificated ordinary shares (“certificated shareholders”) and/or dematerialised ordinary shares held through a Central Securities Depository Participant (“CSDP”) or broker who have selected “own name” registration (“own-name dematerialised shareholders”) at the Annual General Meeting of the company to be held at 11h00 on Monday, 21 November 2011 at The Country Club Johannesburg, 1 Napier Road, Auckland Park, Johannesburg, or at any adjournment thereof if required. Additional forms of proxy are available from the transfer secretaries of the company.

Not for use by holders of the company’s dematerialised ordinary shares who have not selected “own-name” registration. Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the Annual General Meeting and request that they be issued with the necessary authorisation to do so or provide the CSDP or broker timeously with their voting instructions should they not wish to attend the Annual General Meeting in order for the CSDP or broker to vote in accordance with their instructions at the Annual General Meeting.

I/We (Name in block letters)


of (Address)


being the registered holder of ordinary shares in the capital of the company hereby appoint


  or failing him/her


  or failing him/her

the chairperson of the meeting

as my/our proxy to act for me/us on my/our behalf at the Annual General Meeting, or any adjournment thereof, which will be held for the purpose of considering and, if deemed fit, passing with or without modification, the ordinary and special resolutions as detailed in the Notice of Annual General Meeting, and to vote for and/or against such resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name(s), in accordance with the following instructions:

 

Number of votes

 

In favour

Against

Abstain

To pass special resolutions:

1. General authority to effect share repurchases

2. Approval of non-executive directors’ remuneration for their services as directors

3. Financial Assistance to group inter-related companies

To pass ordinary resolutions:

1. General authority to issue shares for cash

2. To place the unissued shares under the control of the directors

3. To re-elect CB Brayshaw as a director of the company

4. To re-elect DJ Mack as a director of the company

5. To re-elect BT Ngcuka as a director of the company

6. To re-elect MW McCulloch as a director of the company

7. To re-elect G Montgomery as a director of the company

8. To re-appoint members of the audit and risk committee

9. To re-appoint PKF (Jhb) Inc as auditors of the company

10. To authorise the signature of documentation






Indicate instructions to proxy in the spaces provided above. Unless otherwise instructed, my proxy may vote as he thinks fit.

Signed this day of 2011


Signature Assisted by (if applicable)  


1. Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the company) to attend, speak and vote in place of that shareholder at the Annual General Meeting.

2. Shareholder(s) that are certificated or own-name dematerialised shareholders may insert the name of a proxy or the names of two alternative proxies of the member’s choice in the space/s provided, with or without deleting ‘the chairperson of the meeting”, but any such deletion must be initialled by the shareholder(s). The person whose name stands first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow. If no proxy is named on a lodged form of proxy the chairperson shall be deemed to be appointed as the proxy.

3. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy, in the case of any proxy other than the chairperson, to vote or abstain from voting as deemed fit and in the case of the chairperson to vote in favour of the resolution.

4. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder, but the total of the votes cast or abstained may not exceed the total of the votes exercisable in respect of the shares held by the shareholder.

5. Forms of proxy must be lodged at or posted to Computershare Investor Services (Ply) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051. Marshalltown, 21071 to be received not less than 48 hours prior to the meeting.

6. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. Where there are joint holders of shares, the vote of the first joint holder who tenders a vote, as determined by the order in which the names stand in the register of members, will be accepted.

7. The chairperson of the general meeting may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with these notes, provided that, in respect of acceptances, the chairperson is satisfied as to the manner in which the shareholder concerned wishes to vote.

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 company or the transfer secretaries or waived by the chairperson of the general meeting.

9. Any alteration or correction made to this form of proxy must be initialled by the signatories.

10. A minor must be assisted by his/her parent guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the transfer secretaries.

11. Where there are joint holders of any shares, only that holder whose name appears first in the register in respect of such shares need sign this form of proxy.