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					       Business Connexion Group Limited
                (Incorporated on 11 March 1988 in the Republic of South Africa)
                             Registration number: 1988/005282/06
                      ISIN Code: ZAE000054631       JSE Share code: BCX
                        (“Business Connexion ” or “the Company”)




  Circular to Business Connexion Shareholders
                                         regarding:

• an amendment to the Articles of the Company to enable the Company
  to deliver Investor information via electronic medium to Shareholders;
• the adoption of the Business Connexion (2009) Executive Share
  Option Scheme;
• a specific authority in terms of Section 221 of the Act;
• a general authority in terms of Section 221 of the Act;
• a change to the financial year-end of the Company; and
• appointment of Auditors of the Company;

                                     and incorporating;

• a notice convening a General Meeting of Shareholders; and
• a form of proxy (for use by Certificated Shareholders and
  Dematerialised Shareholders with own name registration only)


                                 Date: 20 April 2009




    Attorneys                  Merchant bank and sponsor                Transactional adviser




                                                                           Capital Markets
                    CORPORATE INFORMATION AND ADVISERS


Company secretary and registered office   Attorneys
Johan de Koker                            Bowman Gilfillan Inc.
(CIS, HDip Company Law)                   (Registration number: 1998/021409/21)
Business Connexion Park North             165 West Street
789 Sixteenth Road                        Sandton
Randjespark                               2196
Midrand                                   (PO Box 785 812, Sandton,2146)
1685
(Private Bag X48, Halfway House, 1685)    Transfer Secretaries
                                          Link Market Services South Africa (Pty) Limited
Transactional adviser                     (Registration number: 2000/007239/07)
Investec Bank Limited                     11 Diagonal Street
(Registration number 1969/004763/06)      Johannesburg
Second Floor, 100 Grayston Drive          2001
Sandown                                   (PO Box 4844, Johannesburg, 2000)
Sandton
2196                                      Investor relations
(PO Box 785700, Sandton, 2146)            investor.relations@bcx.co.za

Merchant bank and sponsor                 Website
Rand Merchant Bank                        www.bcx.co.za
(A division of FirstRand Bank Limited)
(Registration number: 1929/001225/06)
1 Merchant Place
Corner Fredman Drive and Rivonia Road
Sandton
2196
(PO Box 786273 Sandton, 2146)
                                       TABLE OF CONTENTS


                                                                                                  Page

CORPORATE INFORMATION AND ADVISERS                                                   Inside front cover

ACTION REQUIRED BY SHAREHOLDERS                                                                      2

SALIENT DATES AND TIMES                                                                              3

DEFINITIONS                                                                                          4

CIRCULAR TO SHAREHOLDERS
1.   Purpose of this Circular                                                                        6
2.   Amendment to Articles                                                                           6
     2.1   Rationale                                                                                 6
     2.2   Shareholder approval                                                                      6
3.   The Option Scheme                                                                               6
     3.1   Rationale                                                                                 6
     3.2   Salient features of the Option Scheme                                                     7
     3.3   Shareholder approval                                                                     10
     3.4   Commencement of the Option Scheme                                                        10
4.   General authority to place unissued shares under the control of the Directors                  11
     4.1   Rationale                                                                                11
     4.2   Shareholder approval                                                                     11
5.   Appointment of Auditors                                                                        11
     5.1   Rationale                                                                                11
     5.2   Shareholder approval                                                                     11
6.   Change in financial year-end                                                                   11
     6.1   Rationale                                                                                11
7.   Other Information                                                                              11
     7.1   Directors’ responsibility                                                                11
     7.2   Consents                                                                                 11
     7.3   Documents available for inspection                                                       12

Notice of General Meeting of Shareholders                                                           13

Form of proxy (blue) for Shareholders                                                         Attached




                                                                                                      1
                          ACTION REQUIRED BY SHAREHOLDERS


This Circular is important and requires your immediate attention.
The definitions commencing on page 4 of this Circular apply mutatis mutandis to this section.
Please take careful note of the following provisions regarding the Action required by Shareholders:
1.   If you have disposed of all of your Shares, this Circular should be handed to the purchaser of such Shares
     or the CSDP, broker or other agent who disposed of your Shares for you.
2.   If you are in any doubt as to what action to take, consult your CSDP, broker or other professional advisor
     immediately.
3.   This Circular contains information relating to an amendment to the Articles to enable the Company to
     deliver Investor information via electronic medium to Shareholders, the adoption of the Business
     Connexion (2009) Executive Share Option Scheme, a request for a specific authority to place the
     authorised but unissued share capital of the Company under the control of the Directors in terms of the
     Option Scheme, a request for a general authority to place the authorised but unissued share capital of
     the Company under the control of the Directors, the appointment of Auditors and a change to the
     Company year-end. You should carefully read through this Circular and decide how you wish to vote on
     the resolutions to be proposed at the General Meeting.
4.   The General Meeting, convened in terms of the Notice of General Meeting incorporated in this Circular,
     will be held in the Fundi Auditorium, Business Connexion Park North, 789 Sixteenth Road,
     Randjespark, Midrand, 1686, on Tuesday 12 May 2009 at 11:00.
5.   Certificated Shareholders and Dematerialised Shareholders with own name registration:
     You are entitled to attend, or be represented by proxy, at the General meeting.
     If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete
     and return the attached form of proxy, in accordance with the instructions contained therein, to be
     received by the Transfer Secretaries, Link Market Services South Africa (Pty) Limited, 11 Diagonal
     Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000), by no later than 11:00 on Friday
     8 May 2009.
6.   Dematerialised Shareholders without own name registration:
     You must not complete the attached form of proxy. If your CSDP or broker does not contact you, you are
     advised to contact your CSDP or broker and provide them with your voting instructions. If your CSDP
     or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate
     furnished to them.
     You must advise your CSDP or broker timeously if you wish to attend, or be represented at the General
     Meeting. If you do wish to attend or be represented at the General Meeting, your CSDP or broker will be
     required to issue the necessary letter of representation to you to enable you to attend or to be represented
     at the General Meeting.




2
                                           SALIENT DATES AND TIMES


The definitions commencing on page 4 of this Circular apply mutatis mutandis to this section.
                                                                                                                                   2009
Circular posted to Shareholders on                                                                                  Monday 20 April
Form of proxy for the General Meeting to be received by 11:00 on                                                        Friday 8 May
General Meeting to be held at 11:00                                                                                  Tuesday 12 May
Results of General Meeting released on SENS on                                                                       Tuesday 12 May
Results of General Meeting published in the press on                                                             Wednesday 13 May

Notes:
1. These dates and times are subject to amendment. Any material amendment will be released on SENS and published in the press.
2. All times given in this Circular are in local South African time.
3. This Circular is available in English only. Copies may be obtained from the registered office of the Company, at the address set out in
   the Corporate Information and Advisers section of this Circular, during normal business hours from Monday 20 April 2009 until
   Tuesday 12 May 2009.




                                                                                                                                        3
                                            DEFINITIONS


In this Circular, unless otherwise stated or the context indicates otherwise, the words in the first column
shall have the meanings assigned to them in the second column. Words in the singular include the plural
and vice versa, words and expressions which denote one gender include the other gender, and a reference to a
natural person includes a juristic person and an association and vice versa.
“Act”                                   Companies Act (Act 61 of 1973) as amended;
“Articles”                              articles of association of the Company;
“Business Connexion” or                 Business Connexion Group Limited (Registration number
“the Company”                           1988/005282/06), a public company incorporated in South Africa and
                                        listed on the JSE;
“Business Connexion Group” or           Business Connexion and its Subsidiaries from time to time;
“the Group”
“Business Connexion Group               the deed of trust entered into between Business Connexion Group
 Share Trust”                           Limited and the trustees of the trust dated 31 May 2004, governing the
                                        terms and conditions applicable to the trust (Master reference
                                        IT 4202/04);
“Board”                                 board of Directors;
“Certificated Shareholders”             Shareholders who hold Certificated Shares;
“Certificated Shares”                   Shares that have not been dematerialised, the title to which is
                                        represented by a physical Document of title;;
“CIPRO”                                 the Companies and Intellectual Properties Registration Office;
“Circular”                              this circular dated 20 April 2009, including the Notice of General
                                        Meeting and the attached form of proxy;
“CH Share Purchase Trust”               the deed of trust entered into between Comparex and the trustees of the
                                        trust dated 26 October 2001, as amended by prior resolutions,
                                        governing the terms and conditions applicable to the trust (Master
                                        reference number IT 4149/95);
“Comparex”                              Comparex Holdings Limited, a public company previously listed on the
                                        JSE which was voluntarily wound up pursuant to a restructuring in
                                        and during 2004 which resulted in the Company being the holder of all
                                        the operations and investments then held by Comparex;
“CSDP”                                  Central Securities Depository Participant, accepted as a participant in
                                        terms of the Securities Services Act;
“Dematerialised Shareholders”           Shareholders who hold Dematerialised Shares;
“Dematerialised Shares”                 Shares held in electronic form as uncertificated securities that have
                                        been incorporated into the Strate system and which are held on the
                                        Company’s sub-register in electronic form in terms of the Securities
                                        Services Act;
“Directors”                             directors of the Company from time to time;
“Document of title”                     share certificate, transfer deed or form, balance receipt or any other
                                        document of title acceptable to Business Connexion in respect of a
                                        Certificated Share;
“Existing Schemes”                      both the Business Connexion Group Share Trust and the CH Share
                                        Purchase Trust currently in operation in respect of the Business
                                        Connexion Group;
“General Meeting”                       general meeting of Shareholders to be held in the Fundi Auditorium,
                                        Business Connexion Park North, 789 Sixteenth Road, Randjespark,
                                        Midrand, 1686, on Tuesday 12 May 2009 at 11:00, to consider and, if
                                        deemed fit, pass the resolutions set out in the Notice of General
                                        Meeting;



4
“Income Tax Act”                       Income Tax Act (Act 58 of 1962) as amended;
“Investor information”                 circulars, abridged and full annual financial statements, quarterly
                                       and interim reports, listing particulars, dividend and interest
                                       notices and proxy forms;
“JSE”                                  JSE Limited (Registration number 2006/022939/06), a company
                                       incorporated in South Africa and licensed to operate as an exchange
                                       under the Securities Services Act;
“Last Practicable Date”                Tuesday 31 March 2009, being the last practicable date prior to
                                       finalisation of this Circular;
“Listings Requirements”                Listings Requirements of the JSE, as amended;
“Option Scheme”                        Business Connexion (2009) Executive Share Option Scheme;
“Notice of General Meeting”            the notice convening the General Meeting, which forms part of this
                                       Circular;
“Participating company”                a Subsidiary of the Company designated by the Directors to be a
                                       participating company;
“SENS”                                 the Securities Exchange News Service of the JSE;
“Share” or “Business Connexion Share” an ordinary share(s) with a par value of R0.0059 (South African
                                      cents) in the share capital of Business Connexion;
“Shareholder” or “Business Connexion   registered holder(s) of a Share;
 Shareholder”
“Rand” or “R” or “cents”               South African Rand and cents, the currency of South Africa;
“Securities Services Act”              Securities Services Act (Act 36 of 2004) as amended;
“South Africa”                         Republic of South Africa;
“Strate”                               Strate Limited (Registration number 1998/022242/06), a company
                                       incorporated in South Africa, a registered central securities
                                       depository in terms of the Securities Services Act, and which
                                       manages the electronic clearing and settlement system for
                                       transactions that take place on the JSE and off-market trades;
“Subsidiary”                           a subsidiary company, as defined in section 1 of the Act; and
“Transfer Secretaries”                 Link Market Services South Africa (Pty) Limited (Registration
                                       number 2000/007239/07), a company incorporated in South Africa.




                                                                                                        5
                  Business Connexion Group Limited
                           (Incorporated on 11 March 1988 in the Republic of South Africa)
                                        Registration number 1988/005282/06
                                 ISIN code: ZAE000054631       JSE Share code: BCX
                                   (“Business Connexion ” or “the Company”)


Directors
A C Ruiters (Tony)                Independent Non-executive      Chairman
L B Mophatlane (Benjamin)         Chief Executive Officer
M W Schoeman (Marius)             Chief Financial Officer
J F Buchanan (John)               Independent Non-executive      director
N N Kekana (Nkenke)               Non-executive director
F L Sekha (Felleng)               Independent Non-executive      director
J M Poluta (John)                 Independent Non-executive      director
S V Zilwa (Sindi)                 Independent Non-executive      director


                                 CIRCULAR TO SHAREHOLDERS


1.   PURPOSE OF THIS CIRCULAR
     The purpose of this Circular is to provide Business Connexion Shareholders with the relevant
     information relating to an amendment to the Articles to enable the Company to deliver Investor
     information via electronic medium to Shareholders, the adoption of the Business Connexion (2009)
     Executive Share Option Scheme, a request for a specific authority to place the authorised but unissued
     share capital of the Company under the control of the Directors in terms of the Option Scheme, a request
     for a general authority to place the authorised but unissued share capital of the Company under the
     control of the Directors, the appointment of Auditors and a change to the Company year-end, to enable
     Shareholders to make an informed decision as to whether or not they should vote in favour of the
     resolutions set out in the Notice of General Meeting which forms part of this Circular.


2.   AMENDMENT TO ARTICLES

     2.1   Rationale
           In an effort to improve on communication with its Shareholders, the Company intends utilising
           electronic media. However, as the Articles in its current form are not clear as to whether electronic
           media is a permitted form of delivery, it is proposed that the Company amend the Articles to enable
           the Company to deliver Investor information via electronic medium to Shareholders .

     2.2   Shareholder approval
           The amendment to the Articles to enable the Company to deliver Investor information via electronic
           medium to Shareholders, requires the approval of a special resolution by Shareholders present in
           person or represented by proxy at the General Meeting and registration thereof by CIPRO.


3.   THE OPTION SCHEME

     3.1   Rationale
           The object and purpose of the Option Scheme is to grant options to senior employees, some of whom
           are executive Directors of Business Connexion or of a Participating company, to enable them to
           acquire fully paid Shares in Business Connexion, so as to promote content employees and increase
           the continuous profitability by enhancing the performance of these employees and retaining their
           skills. The Existing Schemes do not include certain key employees and the allocations are small,


6
      and thus it does not achieve its purpose of promoting content employees and retaining the requisite
      skills. The total number of options outstanding at the Last Practicable Date in terms of the Existing
      Schemes to be exercised by participants is 8 280 264. The Existing Schemes will be phased out once
      all the outstanding options have been exercised which is expected to be by August 2010 in respect
      of the CH Share Purchase Trust and November 2013 in respect of the Business Connexion Group
      Share Trust. There will not be any further options issued in terms of these schemes.

3.2   Salient features of the Option Scheme
      The following is a summary of the salient features of the Option Scheme:
      The definitions commencing on page 4 of this Circular shall apply, mutatis mutandis, to this
      paragraph 3.2 except where specifically defined or where the context otherwise so requires.
      3.2.1 Nature
            The Option Scheme provides for the granting of options to senior executives and Directors
            who are employees to enable them to acquire fully paid Shares in Business Connexion.
      3.2.2 Extent of the Option Scheme
            The aggregate number of unissued Shares that may be reserved for the Option Scheme
            (together with the Existing Schemes) shall be limited to 26 263 691. The Directors undertake
            that they will use their best endeavours to acquire Shares, whether directly or indirectly,
            from the market so as to maintain that 26 263 691 Shares only will be utilised for this Option
            Scheme (together with the Existing Schemes) subject to compliance with the requirements
            of the Act and the Listings Requirements. In addition, Directors may choose to buy back
            shares from time to time, in compliance with the provisions of the Act and the Listings
            Requirements, to hedge the exposure of the Group and to transfer shares to participants at
            the exercise date.
            It is the intention of the Directors to withhold approximately 20% of options until a later date
            for the purposes of incentivising new employees, who meet the criteria, and to top-up
            existing employees as considered appropriate to meet the objects of the Option Scheme.
      3.2.3 Participants
            3.2.3.1 Employees who are senior employees or Directors (other than Directors not
                    employed as full time salaried employees) of Business Connexion or of a Subsidiary
                    of Business Connexion, shall be eligible for participation. The participation of an
                    employee and the number of shares which are to be the subject of each option shall
                    be at the discretion of the Directors. The Directors have established criteria for the
                    award of options in terms of the Option Scheme which incorporate the objective of
                    incentivising employees for good performance, positive contribution to the growth
                    of Business Connexion and/or the Group and loyalty toward Business Connexion
                    and/or the Group. The criteria established for any specific option may not be
                    amended after the option is granted. The aggregate number of Shares which
                    any one participant may acquire in terms of the Option Scheme shall be limited
                    to 2 626 369 Shares.
            3.2.3.2 A participant may, with the prior approval of Business Connexion, cede his rights
                    under the Option Scheme to a trust created for the benefit of himself, his spouse or
                    issue or to any company or close corporation, the shares or the members interests
                    of which are, owned by such trust, the participant, his spouse or his issue.
      3.2.4 Net settlement of Shares
            Upon exercise of an option (provided the exercise conditions referred to in 3.2.8 below are
            fulfilled) a participant will be settled in Shares in accordance with a prescribed formula as
            set out in 5.1 of the rules of the Option Scheme which will depend on the extent to which the
            share growth rate has increased during the vesting period and the market value of the
            Shares at the date of exercise of the option.
      3.2.5 Cap
            In calculating the number of Shares to which a participant is entitled, the share price at
            exercise date will be capped at the lower of the actual share price at the exercise date and the
            strike price when the option is awarded compounded annually at a growth rate of 30% over
            the vesting period. The effect of the cap is to limit the maximum growth by which the
            participants can benefit and it also ensures that the limits referred to in 3.2.2 are not
            exceeded.


                                                                                                          7
    3.2.6 Payment
          Payment of the par value must be made in cash for the Shares which a participant will be
          eligible to acquire in terms of 3.2.4.
    3.2.7 Granting of options
          All options will be granted within 60 days after either of the following events, subject to the
          requirements of the Act and the Listings Requirements:
          – the adoption of the Option Scheme;
          – the end of any closed period or periods preventing the grant of an option;
          – a change in law relating to option schemes; or
          – if the Directors resolve it justified to do so.
    3.2.8 Conditions of exercise
          An option will be capable of being exercised at the expiry of a vesting period if the minimum
          growth rate in total shareholder return being the return to Shareholders calculated as if
          dividends received are then reinvested at the current market price, (“TSR”) is attained over
          the vesting period.
          The extent to which the option will be capable of being exercised will be determined as
          follows:
          – If the minimum growth rate in TSR (first performance hurdle) is met, 60% of the options
            granted will be capable of being exercised at the strike price (being the weighted average
            share price over the 20 business days preceding the grant date);
          – If the second performance hurdle (referred to as the share growth rate-first adjustment
            which will be achieved if the rate by which the TSR has increased over the vesting period
            meets or exceeds the threshold which would have been determined by the Directors when
            granting the option) is met, 80% of the options granted will be capable of being exercised
            at the strike price;
          – If the third performance hurdle (referred to as the share growth rate-second adjustment
            which will be achieved if the rate by which the TSR has increased over the vesting period
            meets or exceeds the threshold which would have been determined by the directors when
            granting the option) is met, 100% of the options granted will be capable of being exercised
            at the strike price.
          Should the minimum growth rate in TSR not be met the options will not be capable of being
          exercised.
          It is proposed that for the first tranche of options to be awarded after the adoption of the
          Option Scheme, the minimum growth rate/first performance hurdle shall be 16%, the second
          performance hurdle shall be 18% and the third performance hurdle shall be 21%. For
          subsequent options that may be granted from time to time, the performance hurdles will be
          set out in the award letter.
    3.2.9 Exercise periods
          3.2.9.1 Each option may only be exercised by a participant, subject to the minimum growth
                  rate in TSR referred to in 3.2.7 being met, as follows:
                  – one-third of the options granted after three years have elapsed from the date on
                    which the options are granted;
                  – one-third of the options granted after four years have elapsed from the date on
                    which the options are granted; and
                  – one-third of the options granted after five years have elapsed from the date on
                    which the options are granted.
          3.2.9.2 An option lapses 3 months after the date on which the option is capable of being
                  exercised or 30 days after the expiry of a closed period (if applicable) subject to
                  certain exceptions as set out in 3.2.10 below.
    3.2.10 Death, retirement, disability, redundancy, retrenchment, dismissal or resignation
           3.2.10.1 Death
                     Upon the death of a participant, all the options held by such participant, whether
                     or not such options could then have been exercised by the participant may, subject
                     to the Directors’ discretion taking into consideration the extent to which an
                     option has become exercisable under 3.2.8 above, be exercised by the executor(s)


8
               of his estate, provided that if not exercised by the executor within twelve months,
               all the options shall lapse. Should the Directors exercise their discretion as
               aforesaid the strike price of the option shall be determined by reapplying the TSR
               over the period of the option accordingly.
      3.2.10.2 Incapacity
               Upon the incapacity of a participant, all the options held by such participant,
               whether or not such options could then have been exercised by the participant
               may, subject to the Directors’ discretion taking into consideration the extent to
               which an option has become exercisable under 3.2.8 above, be exercised by the
               participant, provided that if not exercised by the participant within three months,
               all the options shall lapse. Should the Directors exercise their discretion as
               aforesaid the strike price of the option shall be determined by reapplying the TSR
               over the period of the option accordingly.
      3.2.10.3 Voluntary retirement
               If a participant takes voluntary retirement before having reached pensionable age
               or before having reached the prescribed retirement age, each option held by the
               participant shall immediately lapse, provided that the Directors shall be entitled,
               in their sole discretion, to determine that an option granted to that participant
               shall not lapse and shall remain in force, subject to certain conditions, such as the
               Directors may determine that the option may only be exercised over a shorter
               period, or that the Directors may not grant further options.
      3.2.10.4 Retirement
               At retirement all of the options held by a participant remain and are capable of
               being exercised, subject to 3.2.8 above, at the expiry of the relevant vesting
               period.
      3.2.10.5 Attachment of assets and summary dismissal
               An option shall immediately lapse if the interest of a participant in terms of or
               arising out of the Option Scheme is attached under any circumstances whatsoever
               or if the Directors, in their sole discretion, consider that an employee has
               committed an act which would justify summary dismissal at common law or that
               a participant has committed any act or omitted to do anything which adversely
               affected or could adversely affect the interest of the Company in a material way.
      3.2.10.6 Resignation and dismissal
               An option shall immediately lapse if an employee ceases to be employed as such,
               for reasons other than death, incapacity or retirement.
      3.2.10.7 Retrenchment or sale of a business
               The Directors shall be entitled to determine that an option granted shall not lapse
               when a participant ceases to be employed only because of retrenchment or because
               Business Connexion or its Subsidiary has sold its business, subject to certain
               conditions.
3.2.11 Amendments
      The approval of Shareholders in a General Meeting of an ordinary resolution requiring a
      75% majority of the votes cast in favour of such resolution by all Shareholders present in
      person or represented by proxy, excluding the votes attaching to all Shares owned or
      controlled by persons who are existing participants in the Option Scheme, which Shares
      have been previously acquired in terms of the Option Scheme, shall be required to change:
      – the definition of employee and participant:
      – the object of the Option Scheme;
      – the maximum number of Shares reserved for the Option Scheme and that any participant
        may hold;
      – the basis for determining how many Shares will be issued and the amount payable by the
        participant;
      – the rights attaching to the options;
      – the basis upon which awards are made;
      – the treatment of options in instances of mergers, takeovers or corporate actions; and
      – the procedure to be adopted on termination of employment or retirement of a participant.


                                                                                                  9
           3.2.12 Rights attaching to Shares
                   Shares in respect of which options are exercised shall rank pari passu with the Shares
                   which are already in issue.
           3.2.13 Provisions relating to takeover
                   Provided that an option is capable of being exercised (that the minimum growth rate has
                   been met), and unless the Directors otherwise determine by notice in writing given to a
                   participant, an option may be exercised by a participant in the event that a person and/or
                   his concert party or parties (as defined in the Rules of the Securities Regulation Panel)
                   acquires such number of Shares in Business Connexion as results in the person and/or his
                   concert party or parties having to make an offer to all other Shareholders of Business
                   Connexion in terms of the Rules of the Securities Regulation Panel.
           3.2.14 Annual disclosure
                   Business Connexion shall summarise in its annual financial statements the number of
                   Shares which were available to be utilised for purposes of the Option Scheme at the
                   commencement of the financial period in question, the number of Shares in respect of
                   which options have been granted during the financial period in question and the number
                   of Shares reserved for the Option Scheme in respect of which options have not been granted
                   on the last day of the financial period in question.
           3.2.15 Variations in Share capital
                   3.2.15.1 If Business Connexion’s Shares are sub-divided or consolidated, then the Directors
                            may adjust the number of Shares that may be used for the Option Scheme as
                            provided for in 3.2.2 above, as well as the cumulative maximum of any Shares
                            awarded to a participant provided for in 3.2.3.1 above.
                   3.2.15.2 If there is a capitalisation issue, a rights issue or a reduction of the ordinary
                            share capital Business Connexion, then the Directors may adjust the cumulative
                            maximum of any Shares awarded to a participant provided for in 3.2.3.1 above.
                   3.2.15.3 If there is a special dividend, then the Directors may adjust the initial strike price
                            in order to determine how many Shares will be awarded to a participant provided
                            for in 3.2.3.1 above.
                   3.2.15.4 An adjustment made in terms of 3.2.15.1, 3.2.15.2 and 3.2.15.3 above shall be
                            made in a manner determined appropriate by Business Connexion’s Auditors, and
                            in making such determination the Auditors shall ensure that, as far as possible
                            in the circumstances, participants are not prejudiced or do not receive more than
                            what they are entitled to in terms of the Option Scheme. Business Connexion’s
                            auditors shall confirm to the Directors and to the JSE in writing that the
                            adjustments were calculated on a reasonable basis and in accordance with the
                            provisions of the Option Scheme. The Directors shall notify the participant
                            of that adjustment which will be binding on him/her and on Business Connexion.
                   3.2.15.5 If there is an issue of shares as consideration for an acquisition, a specific issue
                            of Shares for cash or a vendor consideration placement, then the number of
                            Shares that may be used for the Option Scheme or the cumulative maximum
                            of any Shares awarded to a participant shall not be adjusted.
                   3.2.15.6 Business Connexion’s annual financial statements must contain details of an
                            adjustment made in terms of this 3.2.15.6 in the financial year during which the
                            adjustment is made.

     3.3   Shareholder approval
           The implementation of the Option Scheme requires, inter alia:
           – the adoption of the Option Scheme which must be approved by an ordinary resolution requiring
             75% majority of the votes cast in favour of such resolution by all Shareholders present in person
             or represented by proxy at the General Meeting; and
           – the placement of 26 263 691, or such lesser number of Shares as may be required for the
             purposes of the Option Scheme, under the control of the Directors, as a specific authority in
             terms of section 221 of the Act, which requires the approval of an ordinary resolution by all
             Shareholders present in person or represented by proxy at the General Meeting.

     3.4   Commencement of the Option Scheme
           The Option Scheme will commence on 1 June 2009, subject to Shareholder approval being obtained
           at the General Meeting.


10
4.   GENERAL AUTHORITY TO PLACE UNISSUED SHARES UNDER THE CONTROL OF THE
     DIRECTORS

     4.1   Rationale
           It is proposed that a limited amount of 5% of Shares be placed under the control of the Directors.
           This will not only allow the Directors to respond to potential acquisition opportunities as and when
           they arise, but will also assist in keeping the costs associated with such transactions to a minimum,
           as the expense of calling a general meeting for each acquisition and the professional fees associated
           therewith can be quite costly. Accordingly, a general authority to place 5% of the authorised but
           unissued share capital of the Company under the control of the Directors will be sought at the
           General Meeting.

     4.2   Shareholder approval
           The placement of the authorised but unissued shares of the Company under the control of the
           Directors, as a general authority in terms of section 221 of the Act, requires the approval of an
           ordinary resolution by all Shareholders present in person or represented by proxy at the General
           Meeting.


5.   APPOINTMENT OF AUDITORS
     5.1   Rationale
           The Board has decided to undertake a review of the appointment of the external auditors as part of
           its governance process. The review took place during March 2009.

     5.2   Shareholder approval
           The appointment of KPMG Inc. as the Auditors requires the approval of an ordinary resolution by
           all Shareholders present in person or represented by proxy at the General Meeting.


6.   CHANGE IN FINANCIAL YEAR-END
     The Board resolved to change the financial year-end of the Company and the Group to 31 August and
     Shareholders are herewith advised accordingly.

     6.1   Rationale
           The rationale for changing the year-end is to get a more even spread of the Group’s profitability in
           its first and second half reporting. Profitability in the second half is impacted by a reversal of leave
           pay provision due to staff taking leave in December as well as the fact that a lot of Business
           Connexion’s suppliers have year ends in December resulting in a lot more business in the second
           half. In terms of the Group’s revitalisation programme’s objective of achieving an 8% operating
           margin by 2011, the change of year-end will have a positive impact on audit fees as this falls outside
           of the rush reporting cycle.


7.   OTHER INFORMATION

     7.1   Directors’ responsibility
           The Directors, whose names appear on page 6 of this Circular, collectively and individually accept
           full responsibility for the accuracy of the information given in this Circular and certify that, to the
           best of their knowledge and belief, there are no other facts, the omission of which would make any
           statement in this Circular false or misleading, that all reasonable enquiries to ascertain such facts
           have been made and that this Circular contains all information required by the Listings
           Requirements.

     7.2   Consents
           The Transactional adviser, Merchant bank and sponsor and Attorneys have provided their written
           consent to their names being published in this Circular and have not withdrawn their consent prior
           to the publication of this Circular.


                                                                                                                11
     7.3   Documents available for inspection
           Copies of the following documents for Business Connexion and its subsidiaries will be available for
           inspection during normal business hours (Saturdays, Sundays and public holidays excluded) at the
           registered offices of Business Connexion from Monday 20 April 2009 until Tuesday 12 May 2009.
           • the memorandum and articles of association;
           • a signed copy of this Circular;
           • the Business Connexion (2009) Executive Share Option Scheme; and
           • the consent letters from the Transactional adviser, Merchant bank and sponsor and the
             Attorneys.


By order of the Board


Johan de Koker
Company Secretary


Business Connexion Park North
789 Sixteenth Road
Randjespark
Midrand
1685
(Private Bag X48, Halfway House, 1685)




12
                 Business Connexion Group Limited
                     (Incorporated on 11 March 1988 in the Republic of South Africa) [7.A.1]
                                      Registration number 1988/005282/06
                               ISIN code: ZAE000054631      JSE Share code: BCX
                                 (“Business Connexion ” or “the Company”)


                              NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Business Connexion Shareholders will be held in the Fundi
Auditorium, Business Connexion Park North, 789 Sixteenth Road, Randjespark, Midrand, 1685, on Tuesday
12 May 2009 at 11:00, for the purpose of considering and, if deemed fit, passing, with or without
modification, the following special and ordinary resolutions.
The definitions commencing on page 4 of the Circular (of which this Notice of General Meeting forms part)
apply mutatis mutandis to this Notice of General Meeting.

SPECIAL RESOLUTION NUMBER 1
Amendment to Articles
“Resolved as a special resolution that the Articles be amended by the insertion of new article 137A under the
new subheading:

‘ELECTRONIC COMMUNICATION AND DELIVERY
137A The Company shall be entitled to communicate with any or all member(s) of the Company by
electronic medium in respect of any or all shareholder related matters. The Company shall be entitled to
deliver by electronic medium to any or all member(s) of the Company, investor information relating to the
Company, including but not limited to, circulars, abridged and full annual financial statements, quarterly
and interim reports, listing particulars, dividend and interest notices and proxy forms, subject only to the
Listings Requirements of the JSE and the Companies Act (as amended from time to time) regarding delivery
of such investor information by electronic medium. The provisions of this article 137A shall apply mutatis
mutandis to any notices contemplated by article 132 and the provisions of article 132 regarding the delivery
and receipt of data messages will apply mutatis mutandis to the delivery and receipt of all investor
information delivered by the Company by electronic medium.’ ”

Reason and effect
The reason for and the effect of the special resolution is to enable the Company to deliver Investor
information by electronic medium to any and all members of the Company in the manner contemplated by,
and subject to, schedule 23 of the Listings Requirements (as amended from time to time).
The votes of Shares held by the Business Connexion Group Share Trust and the CH Share Purchase Trust
will not be taken account of for the purposes of approval of Special Resolution Number 1.

ORDINARY RESOLUTION NUMBER 1
Adoption of the Option Scheme
“Resolved that the Business Connexion (2009) Executive Share Option Scheme, a copy of which was tabled at
the meeting at which this ordinary resolution was passed and initialled by the Chairman of the meeting for
the purposes of identification, and details of which are contained in section 3 of the Circular to which this
Notice of General Meeting is attached, be and is hereby adopted by the Company, and that the Directors of
the Company be and they are hereby authorised to take all such steps as may be necessary for the
establishment of and the carrying into effect of the Option Scheme.”
In terms of the Listings Requirements, the passing of Ordinary Resolution Number 1 requires a 75%
majority of the votes cast in favour thereof by Shareholders present in person or represented by proxy at the
General Meeting.
The votes of Shares held by the Business Connexion Group Share Trust and the CH Share Purchase Trust
will not be taken account of for the purposes of approval of Ordinary Resolution Number 1.



                                                                                                          13
ORDINARY RESOLUTION NUMBER 2

Specific authority to place unissued shares under the control of the Directors in terms of the Option
Scheme
“Resolved that 26 263 691, or such lesser number of Shares as may be required for the purposes of the Option
Scheme, be and are hereby placed under the control of the Directors, who are hereby authorised, as a specific
authority to allot and issue these shares from time to time, to participants under the Option Scheme, at their
par value in accordance with the provisions of the Option Scheme subject to the provisions of the Act, the
rules of the Option Scheme, the Articles and the Listings Requirements.”


ORDINARY RESOLUTION NUMBER 3

General authority to place unissued shares under the control of the Directors
“Resolved that 5% of the authorised but unissued shares in the capital of the Company be and are hereby
placed under the control and authority of the Directors of the Company as a general authority in terms of
section 221 of the Act, and that the Directors of the Company be and are hereby authorised and empowered
to allot, issue and otherwise dispose of such shares to such person or persons on such terms and conditions
and at such times as the Directors of the Company may from time to time and in their discretion deem fit,
subject to the provisions of the Act, the Articles and the Listings Requirements, when applicable.”


ORDINARY RESOLUTION NUMBER 4

Approval of appointment of Auditors
“Resolved that, as recommended by the Board, KPMG Inc. be appointed as Auditors of the Company until the
next annual general meeting and Pierre Fourie as the individual registered auditor responsible for
undertaking the audit for the Company for the ensuing year.”


ORDINARY RESOLUTION NUMBER 5

Authority to give effect to the above resolutions
“Resolved that, the company secretary and failing the company secretary, any one Director be and is hereby
authorised, on behalf of the Company, to do or cause all such things to be done, to sign all such
documentation as may be necessary to give effect to and implement all of the resolutions to be considered at
the General Meeting at which this resolution will be proposed and considered.”


VOTING AND PROXIES
Certificated Shareholders and Dematerialised Shareholders with own name registration are entitled to attend
and vote at the meting and are entitled to appoint a proxy or proxies to attend, speak and vote in their stead.
The person so appointed need not be a Shareholder. Proxy forms must be completed in accordance with the
instructions contained therein and forwarded to reach the Company’s Transfer Secretaries by no later than
11:00 on Friday 8 May 2009. The addresses of the Transfer Secretaries are inside the front cover of this
Circular.
Dematerialised Shareholders without own name registration must advise their CSDP or broker of their
voting instructions should they wish to be represented at the General Meeting. If, however, such
Shareholders wish to attend the General Meeting in person, they will need to request their CSDP or broker
to provide them with the necessary authority in terms of the custody agreement entered into between the
Dematerialised Shareholder and the CSDP or broker.
On a show of hands, every Shareholder of the Company present in person or represented by proxy shall have
one vote only. On a poll, every Shareholder of the Company shall have one vote for every Share held in the
Company by such Shareholder.


By order of the Board


20 April 2009




14                                            PRINTED BY INCE (PTY) LTD                               .
                                                                                                   REF W2CF07210
                      Business Connexion Group Limited
                                (Incorporated on 11 March 1988 in the Republic of South Africa)
                                             Registration number 1988/005282/06
                                      ISIN code: ZAE000054631       JSE Share code: BCX
                                        (“Business Connexion ” or “the Company”)


                                                 FORM OF PROXY

IMPORTANT: If you are in doubt as to how to deal with this form of proxy, you should consult your CSDP, broker,
attorney, accountant, banker or other professional adviser without delay. This form of proxy should be read in its entirety,
together with the Circular to Business Connexion Shareholders dated 20 April 2009. Words and expressions defined in the
Circular shall have the same meanings in the form of proxy, unless the context otherwise requires.
For use only by Certificated Shareholders and Dematerialised Shareholders with own name registration at the
General Meeting of the Company to be held in the Fundi Auditorium, Business Connexion Park North, 789 Sixteenth
Road, Randjespark, Midrand, 1685, on Tuesday 12 May 2009 at 11:00 If you are a Shareholder entitled to attend and
vote at General Meeting you can appoint a proxy or proxies to attend, vote and speak in your stead. A proxy need not
be a Shareholder of the Company.
If you are a holder of Shares in the Company and have dematerialised your share certificates through a CSDP (and
have not selected “own name” registration in the sub-register maintained by a CSDP), do not complete this form of
proxy but instruct your CSDP to issue you with the necessary Letter of Representation to attend the General
Meeting, or if you do not wish to attend, provide your CSDP with your voting instructions in terms of your custody
agreement entered into with it.

I/We
(full names in block letters)
of
(address in block letters)

being a holder/s of                                      Shares in the Company, hereby appoint (see note 2)

of                                                                                                       or failing him/her

of                                                                                                       or failing him/her,
the Chairman of the Company or failing him the Chairman of the General Meeting, as my/our proxy to attend, speak, and
on a poll to vote or abstain from voting on my/our behalf at the General Meeting which will be held for the purpose of
considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions to be proposed
thereat and at any adjournment thereof.
                                                                                 Number of votes (one per share)
                                                                          In favour of      Against           Abstain
 Special resolution number 1
 Amendment to Articles
 Ordinary resolution number 1
 Adoption of the Option Scheme
 Ordinary resolution number 2
 Specific authority to place Shares under the control
 of the Directors in terms of the Option Scheme
 Ordinary resolution number 3
 General authority to place Shares under the control
 of the Directors
 Ordinary resolution number 4
 Approval of appointment of Auditors
 Ordinary resolution number 5
 Authority to give effect to the above resolutions.

Note: Please indicate with an “x” in the spaces above how you wish your votes to be cast.

Signed at                                              this      day of                                                 2009

Signature

Please read the notes on the reverse side of this form of proxy.
Notes:

1.   A Shareholder is entitled to appoint one or more proxies (none of whom need be a Shareholder of the Company) to
     attend, speak and vote or abstain from voting in the place of that Shareholder at the General Meeting.

2.   A Shareholder may therefore insert the name of a proxy or the names of two alternative proxies of the Shareholder’s
     choice in the space provided, with or without deleting the words “the Chairman of the Company or failing him the
     Chairman of the General Meeting”. The person whose name appears first on the proxy form and who is present at the
     General Meeting, will be entitled to act as proxy to the exclusion of those whose names follow.

3.   A Shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the appropriate box. Failure
     to comply with the above will be deemed to authorise the Chairman of the Company or failing him the Chairman of
     the General Meeting, if he is the authorised proxy, to vote in favour of resolutions at the General Meeting, or any other
     proxy to vote or abstain from voting at the General Meeting as he deems fit, in respect of the Shareholder’s total
     holding.

4.   The completion and lodging of this form of proxy will not preclude a 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.

5.   In case of joint holders, the vote of the most senior who tenders a vote, whether in person or by proxy, will be accepted
     to the exclusion of the votes of the other joint holders, for which purpose seniority will be determined by the order in
     which the names appear on the Company’s register of Shareholders in respect of the joint holding.

6.   If a Shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any
     resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any
     amendment(s) which may properly be put before the General Meeting be proposed, the proxy shall be entitled to vote
     as he/she thinks fit.

7.   The Chairman 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.

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’s Transfer Secretaries or waived
     by the Chairman of the General Meeting.

9.   Any alternation or correction to this form of proxy must be initialled by the signatory/ies, other than the deletion of
     alternatives.

10. Completed proxy forms should be received by the Transfer Secretaries by no later than 11:00 on Friday 8 May 2009.


Transfer Secretaries
Link Market Services South Africa (Pty) Limited
(Registration number: 2000/007239/07)
11 Diagonal Street
Johannesburg
2001
(PO Box 4844, Johannesburg, 2000)
Tel: +27 11 630 0800
Fax: +27 860 674 3330




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