Incorporated in Kenya on 26 January 1999 under the Companies Act (Cap 486) (Registration Number C 11/2006)

CIRCULAR TO SHAREHOLDERS PROPOSAL FOR ISSUE OF UP TO 13,880,369 NEW ORDINARY SHARES

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Circular is issued by Scangroup Limited (“the Company”) and has been prepared in compliance with the requirements of The Capital Markets Act (Cap. 485A); The Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002 and the Nairobi Stock Exchange Listing Manual. The Capital Markets Authority (“CMA”) has approved the issue of this Circular and the transaction described in it, including the issue of up to 13,880,369 additional new ordinary shares of KShs 1/= of the Company (“New Shares”) on the terms described herein. As a matter of policy, CMA assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Circular. An application has been made to the Nairobi Stock Exchange (“NSE”) to list the New Shares on the NSE subject to the approval by the shareholders of the proposals contained in this Circular. The New Shares are to be listed on the Main Investment Market Segment of the NSE. As a matter of policy, the NSE assumes no responsibility for the correctness of any statements made or opinions or reports expressed or contained or referred to in this Circular. Admission to the Official List of the NSE is not to be taken as an indication of the merits of the Company or of the New Shares. The responsibility for preparation of this Circular resides with the Company which accepts responsibility for the accuracy and completeness of the information, reports or opinions expressed, contained or referred to in this Circular. If you have disposed of all your shares in Scangroup Limited please forward this document and the attached proxy to the purchaser or transferee, or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you are currently a shareholder but are unable to attend the extraordinary general meeting (the “EGM”) to be held on Tuesday, 17th August, 2010 , please complete the form of proxy and send it to the Company’s Share Registrar, Comp-rite Kenya Limited at 8th Floor Rehani House, Kenyatta Avenue, Nairobi not later than 11.00 a.m.on Monday, 16th August, 2010. A form of proxy is enclosed.

CIRCULAR TO SHAREHOLDERS Acquisition of 51% shareholding in O&M Africa BV and 50% shareholding in Ogilvy East Africa Limited and the proposed issue of up to 13,880,369 new ordinary shares at issue price of KShs 26.40 per share as part of the consideration and representing 5.92 %1 of the enlarged issued share capital of the Company

A Notice of an Extraordinary General Meeting of the Company to be held at the Bomas of Kenya, Langata Road, Nairobi on Tuesday, 17th August, 2010 at 11:00 a.m. is set out in Part 6 of this Circular. Dated 19th July, 2010

1

Percentage based on enlarged issued capital after issue of the New Shares and taking into account the current issued share capital of 220,689,655 ordinary shares.

2 Circular To Shareholders

July 2010

CONTENTS PART 1 – GENERAL 1. KEY DATES

PAGE 4 4

2. DIRECTORS OF SCANGROUP LIMITED

4

3. ADVISERS

4

4. TERMS AND DEFINITIONS

4

PART 2 - LETTER FROM THE CHAIRMAN OF SCANGROUP 1. INTRODUCTION

6 6

2. BACKGROUND TO AND REASONS FOR THE PROPOSED INVESTMENT

6

3. PRINCIPAL TERMS OF THE INVESTMENT AND THE CONSIDERATION

8

4. EFFECT OF THE INVESTMENT ON EXISTING SHAREHOLDERS AND THE COMPANY’S FINANCIAL POSITION

10

5. EXTRAORDINARY GENERAL MEETING

12

6. RECOMMENDATION

12

PART 3 - INFORMATION ON OGILVY AFRICA AND OGILVY EAST AFRICA 1. BRIEF HISTORY AND STRUCTURE OF OGILVY AFRICA

13 13

2. SHAREHOLDING OF OABV

13

3. EQUITY AND NON-EQUITY AFFILIATES

13

4. BRIEF HISTORY AND STRUCTURE OF OGILVY EAST AFRICA LIMITED (OEA)

14

5. SHAREHOLDING OF OEA

14

6. GROUP STRUCTURE OF OEA

14

PART 4 - PRO-FORMA FINANCIAL INFORMATION 1. PRO-FORMA CONSOLIDATED FINANCIAL POSITION

16 16

2. IMPACT ON PROFITABILITY

17

PART 5 - STATUTORY AND GENERAL INFORMATION 1. RESPONSIBILITY STATEMENT

18 18

2. THE COMPANY’S SHARE CAPITAL

18

3. DIRECTORS’ INTERESTS

20

4. CONSENTS

20

5. INFORMATION ON PROPOSED INVESTMENT

20

6. GENERAL INFORMATION

21

7. GOVERNING LAW

21

8. DOCUMENTS AVAILABLE FOR INSPECTION

21

PART 6 - EGM NOTICE APPENDIX I – INDEPENDENT OPINION ON FAIRNESS OF ACQUISITION VALUE

22 23

APPENDIX II – AUDITOR’S CERTIFICATE ON ISSUE PRICE

29

APPENDIX III – DIRECTORS’ DECLARATION

31

APPENDIX IV – STATEMENT FROM THE AUDITORS

32

Circular To Shareholders July 2010

3

GENERAL

PART 1 1. KEY DATES

Latest time to return proxy forms for the EGM

11.00 a.m. on Monday, 16th August, 2010

EGM

11.00 a.m. on Tuesday, 17th August, 2010

Press announcement of outcome of the EGM

Wednesday, 18th August, 2010

Date for admission of New Shares to Listing, subject to NSE approval

Upon Completion on or before 31st October 2010 and will be announced in the Press

2. DIRECTORS OF SCANGROUP LIMITED: Name

Address

Nationality

David Hutchison

P.O. Box 44286 Nairobi GP0 00100

British

Bharat Thakrar

P.O. Box 34537 Nairobi GPO 00100

Kenyan

Andrew White

P.O. Box 34537 Nairobi GPO 00100

Australian

Richard Omwela

P.O. Box 30333, Nairobi GPO 00100

Kenyan

Muchiri Wahome

P. O. Box 57262 Nairobi GPO 00200

Kenyan

Andrew Scott (representing WPP Group)

27 Farm Street , London W1J 5RJ

British

Christopher Sweetland (representing WPP Group)

27 Farm Street , London W1J 5RJ

British

3. ADVISERS Sponsoring Stockbrokers

Legal adviser to the Company

Auditors

Standard Investment Bank Limited 16th Floor, ICEA Building, Kenyatta Avenue P.O.Box13714, 00800 Nairobi

Daly & Figgis Advocates 8th Floor Lonrho House, Standard Street P.O. Box 40034, 00100 Nairobi

Deloitte & Touche, Certified Public Accountants Deloitte Place, Waiyaki Way, Muthangari P.O. Box 40092, 00100 Nairobi

4. TERMS AND DEFINITIONS Unless otherwise stated, and as the context allows, the words in the first column have the meaning stated opposite them in the second column throughout this Circular. Words in the singular include the plural and vice versa, words signifying one gender include the other gender and references to a person include references to juristic persons and associations of person. “Act”

The Companies Act (Chapter 486 of the Laws of Kenya);

“Affiliate”

a company licensed by OABV to provide services in a specified territory in order to facilitate any advertising activity referred to it by OABV or from any other Ogilvy network worldwide;

“Agreements”

The conditional share purchase agreements entered into by the Company dated 30 April 2010 for the purchase of a 51% shareholding in OABV and for the purchase of a 50% shareholding in OEA;

“Articles of Association”

the articles of association of the Company;

4 Circular To Shareholders

July 2010

General | Scangroup Limited

“Company” or “ Scangroup”

Scangroup Limited a public limited company (incorporated in Kenya under registration Number C 11/2006) and listed on the NSE;

“Consideration Shares”

collectively the KM Consideration Shares and the OSA Consideration Shares as defined below;

“Completion”

completion of the Investment as stipulated in the Agreements;

“CMA”

the Capital Markets Authority established under The Capital Markets Act (Chapter 485A) of the laws of Kenya;

“Directors” or “Board”

the persons named herein on page 4 as Directors of the Company;

“DSH”

Dolphin Square Holding BV, a company incorporated in the Netherlands;

“Dollars or US$”

United States Dollars;

“EGM”

the extraordinary general meeting of the Company to be held on Tuesday, 17th August, 2010;

“Existing Ordinary Shares”

the 220,689,655 existing issued and fully paid up ordinary shares of KShs 1/= each in the Company2 ;

“Increased Share Capital”

the increase in the authorised share capital of the Company to be approved at the EGM to provide for the New Shares;

“Investment”

the purchase of a 51% shareholding in OABV and a 50% shareholding in OEA;

“Issue Price”

KShs 26.40 per new ordinary share being the volume weighted average traded price on the NSE of the shares of the Company for the 120 trading day period preceding the 26th April 2010 as certified in writing by the Auditors of the Company;

“KM”

Mr. Koome Mwambia;

“KM Consideration Shares”

Issuance to KM of 3,123,822 ordinary shares of KShs 1/= each in the Company at the Issue Price comprising 1.33% (one point three three per cent.) of the fully diluted share capital of the Company (after taking into account the issuance of OSA Consideration Shares);

“KShs or KSH”

Kenya Shillings;

“Listing”

admission of the New Shares to the Official List of the NSE;

“New Shares”

up to 13,880,369 Ordinary Shares in the Company with a par value of KShs 1/= each, being the OSA Consideration Shares and KM Consideration Shares;

“NSE”

the Nairobi Stock Exchange;

“OABV”

O&M Africa BV, a company incorporated in the Netherlands;

“OEA”

Ogilvy East Africa Limited, a company incorporated in the Republic of Kenya;

“Ordinary Share”

an ordinary share of KShs 1/= par value in the Company;

“OSA”

Ogilvy South Africa (Proprietary) Limited, a company registered in the Republic of South Africa;

“OSA Consideration Shares”

Issuance to OSA of 10,756,547 ordinary shares of KShs 1/= each in the Company at the Issue Price comprising 4.59% (four point five nine per cent.) of the fully diluted share capital of the Company (after taking into account the issuance of the KM Consideration Shares);

“Ogilvy Africa”

The trading name of the South African Branch of OABV;

“RSH”

Russell Square Holding BV, a company incorporated in the Netherlands;

“SARB”

South African Reserve Bank;

“WPP Group”

2

WPP plc, its subsidiaries and associated companies from time to time.

The Existing Ordinary Shares are as at the date of the Circular.

Note: the Company has granted options to acquire ordinary shares to certain employees, but none have so far been exercised. See paragraph 2.9 of Part 5.

Circular To Shareholders July 2010

5

LETTER FROM THE CHAIRMAN OF SCANGROUP

PART 2

Scangroup Limited The Chancery, 5th Floor Valley Road P.O. Box 34537 - 00100 Nairobi, Kenya 19th July 2010 To all shareholders of Scangroup Limited Dear Shareholder, ACQUISITION OF A 51% SHAREHOLDING IN O&M AFRICA BV AND A 50% SHAREHOLDING IN OGILVY EAST AFRICA LIMITED AND THE PROPOSED ISSUE OF UPTO 13,880,369 NEW ORDINARY SHARES AS PART OF THE ACQUISITION CONSIDERATION 1. INTRODUCTION The purpose of this document is to provide you with information on: • Background to and reasons for the proposed investment in OABV and OEA (“the Investment”) – paragraph 2 • Principal terms of the Investment and the consideration – paragraph 3 • Effect of the Investment on existing shareholders and the company’s financial position – paragraph 4 • Extraordinary General Meeting – paragraph 5 • Recommendation – paragraph 6 As required by the Articles of Association, an EGM has been called in order to give you an opportunity to consider and, if thought fit, approve the Investment, in particular by authorising an increase in the Company’s authorised share capital and the issue of up to 13,880,369 New Shares as part of the consideration for the Investment. Regulatory approval for the Investment has been obtained from the CMA under the Capital Markets Act pursuant to The Fourth Schedule of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002, which approval is conditional upon the shareholders’ approval. Approval has also been received from NSE to list the New Shares on the NSE, subject to approval of the shareholders at the EGM of the Increased Share Capital and the Investment. 2. BACKGROUND TO AND REASONS FOR THE PROPOSED INVESTMENT In October 2008, approval was received from Scangroup shareholders for the issue of a 27.5% shareholding in the Company to Cavendish Square Holding BV, a wholly owned indirect subsidiary of WPP plc for which Scangroup received a sum of KShs 1,335,172,410. It was at that time explained that by entering into a strategic partnership with the WPP Group, growth SCANGROUP LIMITED THE CHANCERY • VALLEY ROAD • PO BOX 34537 • G.P.O 00100 • NAIROBI • KENYA • PH: +254 (20) 2710021/ 2799000 • FAX: +254 (20) 271 5253 www.scangroup.biz DIRECTORS: D.G.M. HUTCHISON (CHAIRMAN) (BRITISH) • B. THAKRAR (CEO) • A. WHITE (AUSTRALIAN) • M. WAHOME • R. OMWELA • A. SCOTT (BRITISH) • C. SWEETLAND (BRITISH)

6 Circular To Shareholders

July 2010

Letter from The Chairman of Scangroup | Scangroup Limited

opportunities would come from markets outside East Africa and from disciplines like Public Relations, Research, Branding, Digital media and Specialist Communications and it would enable us to not only fund our expansion into Africa but would give us immediate access to tools and knowledge base in the other disciplines that will significantly improve our revenue growth. This strategic partnership with the WPP Group has already resulted in tangible benefits. During the last 3 years, Scangroup has entered into following joint ventures with WPP Group companies: 1. Millward Brown East Africa Limited ( a research company)– WPP Group 51% and Scangroup 49% 2. Hill & Knowlton East Africa Limited (public relations) – Scangroup 51% and WPP Group 49% 3. Squad Digital Limited (digital marketing) – Scangroup 51% and Quasar Media Private Limited, India (70% owned by WPP Group) 24.5% and Smile Multimedia Private Limited (the other WPP Group partner in Quasar) 24.5% 4. Smollan EA Limited (field marketing) – Scangroup 50% and Global Smollan Holdings Limited 50% (33% convertible interest owned by WPP Group) As explained in our previous communications to you, it is our vision “To be the Leading Marketing Services Company in Africa”, which is a vision shared by the WPP Group. Both parties have explored ways to seek greater collaboration in developing a truly world class marketing communications network across Africa. In this regard, discussions have taken place between Ogilvy Africa and Scangroup to identify ways in which a partnership could be created in an effort to drive a common network expansion and growth strategy for Africa. The result of these discussions has culminated in the signing of the Agreements by Scangroup on 30 April 2010 as follows: 1. For the purchase of a 51% shareholding in O&M Africa BV (“OABV”), a company incorporated in the Netherlands. The parties to this agreement are OSA, DSH and Scangroup ; and 2. For the purchase of a 50% shareholding in Ogilvy East Africa Limited (“OEA”), a company incorporated in Kenya. The parties to this agreement are OSA, RSH, KM and Scangroup. OABV holds minority equity investments in Affiliates in 8 countries in sub-Saharan Africa and it has affiliate licensing arrangements with well established local companies in a further 11countries as described in Part 3 of this Circular. It has offices in Johannesburg and co-ordinates the servicing of multinational clients in Africa. The current shareholders in OABV are DSH (a subsidiary of the WPP Group) and OSA (an associate of the WPP Group). OEA, which runs Ogilvy’s Kenya operations is held 78% by WPP Group companies, RSH and OSA, and the balance 22% shareholding held by Mr. Koome Mwambia (“KM”), its Chief Executive Officer. Overall, Africa has been less affected by the global economic crisis than originally expected, with GDP growing 2% in 2009 as reported by the International Monetary Fund in April 2010 -Regional Economic Outlook on Sub-Saharan Africa. The report also forecasts the GDP growth for the continent at 4.75 % for 2010 and 5.75% for 2011. With a growing middle class, increasing political stability and fast economic growth, Africa is described as the last great frontier for investment opportunities. The network and the infrastructure created by Ogilvy Africa provides the platform to Scangroup and WPP Group to expand in Africa. Ogilvy Africa is seeking to invest and work with local partners who will help develop the Ogilvy brand further and serve multinational clients in Africa. The local knowledge of the partners and the combination of Scangroup and WPP Group’s expertise in establishing and growing businesses will create a leading Pan-African communication network which will result in positive benefits for our clients, our people and our affiliate partners. In Kenya, OEA will continue to operate independently and KM will continue as its Chief Executive Officer. Further details about Ogilvy Africa and OEA are included in Part 3.

Circular To Shareholders July 2010

7

Letter from The Chairman of Scangroup | Scangroup Limited

3. PRINCIPAL TERMS OF THE INVESTMENT AND THE CONSIDERATION The salient terms of the transactions contemplated under the Agreements are set out below: (a) Purchase consideration In arriving at the consideration, the Company has taken account of the earnings and the value of network and licensing rights in sub-Saharan Africa, excluding South Africa. The Company has obtained an independent opinion on the fairness of the consideration payable and this is attached in Appendix I. i.

For the 51% shareholding in OABV



The purchase consideration payable for the acquisition of the 51% shareholding in OABV is US$ 2,383,600 to OSA, plus Euro 1 cash to DSH.

ii. For the 50% shareholding in OEA

The purchase consideration payable for the acquisition of the 50% shareholding in OEA is KShs 234,287,000, being KShs 131,201,000 attributable to OSA and KShs 103,086,000 attributable to KM, plus Euro 1 cash to RSH.

(b) Mode of payment of consideration The consideration will be paid partly in cash and partly in form of New Shares as follows: i. Payment to OSA

The consideration payable to OSA for both transactions will comprise cash (10%) and, subject to obtaining requisite regulatory and shareholder approvals, shares in Scangroup (90%) – the OSA Consideration Shares.



However, the sale by OSA of its interest in each of OABV and OEA are subject to approval by South African Reserve Bank (SARB) and SARB approval will also be required for 90% of the consideration to be paid in Scangroup shares. In the event SARB does not approve the payment in the form of Scangroup shares, the full amount of the consideration will be paid in cash. At the date of issue of this Circular no information is known as to the outcome of the application by OSA for SARB approvals.



If approval is granted, the OSA Consideration Shares will not exceed 5% of the fully diluted share capital of Scangroup (after taking into account the issuance of the KM Consideration Shares (see (ii) below).

ii. Payment to KM

The consideration payable to KM will comprise cash (20%) and, subject to obtaining requisite regulatory and shareholder approvals, shares in Scangroup (80%) – the KM Consideration Shares.



The purchase from KM is subject to him entering into a lock in agreement for the Scangroup shares issued to him under the transaction.

(c) Issue Price for New Shares The Issue Price for the New Shares has been fixed at the volume weighted average traded price on the NSE of the shares of the Company for the 120 trading day period to 26th April 2010 as certified by the Auditors of Scangroup – see Appendix II. The Issue Price for New Shares so certified is KShs 26.40 per each ordinary share of KShs 1/= each.

8 Circular To Shareholders

July 2010

Letter from The Chairman of Scangroup| Scangroup Limited

(d) Split of Consideration between cash and New Shares The consideration payable by Scangroup is detailed below. Acquisition of 51% shareholding in OABV by Scangroup

Cash

Payable to OSA (plus Euro 1 to DSH)

US$

Value of Consideration Shares US$

238,360

2,145,240

Total consideration US$ 2,383,600

KShs Equivalent US$ converted at the agreed conversion rate of KShs 77.33 for purposes of determining the number of Scangroup Shares Acquisition of 50% shareholding in OEA by Scangroup

165,892,373

Cash

Value of Consideration Shares

Total consideration

KShs

KShs

KShs

a) Payable to OSA (plus Euro 1 to RSH)

13,120,530

118,080,470

131,201,000

b) Payable to KM

20,617,100

82,468,900

103,086,000

33,737,630

200,549,370

234,287,000

Total

The New Shares to be issued have been determined as follows: Value

Issue Price

Consideration Shares (No. of Scangroup Shares of KShs 1/=each) KShs 26.40

OSA Consideration Shares New Shares to be issued to OSA - OABV purchase

KShs 165,892,373

6,283,802

New Shares to be issued to OSA - OEA purchase

KShs 118,080,470

4,472,745

Total New Shares to be issued to OSA

10,756,547

KM Consideration Shares New Shares to be issued to KM - OEA purchase

KShs 82,468,900

Total New Shares to be issued

3,123,822 13,880,369

As noted above, the issue of New Shares to OSA is subject to approval by SARB. The overall dilutive effect on existing shareholders in Scangroup will be 5.92%3. The New Shares, when issued, will have the same rights and be subject to the same obligations as the Existing Ordinary Shares of the Company, save that they will not be entitled to any dividends declared by the Company before completion of the transactions.

3

Percentage based on enlarged issued capital after issue of the New Shares and taking into account the current issued share capital of 220,689,655 ordinary shares

Circular To Shareholders July 2010

9

Letter from The Chairman of Scangroup| Scangroup Limited

(e) Other Terms The Agreements provide for various matters that need to be satisfied before the transaction is completed. These include: i.

OSA obtaining such regulatory approvals as may be required under South African law for the transaction, including the SARB approval;

ii. Regulatory approval from the CMA; iii. The approval of the NSE and admission of the New Shares; and iv. The approval of the shareholders of Scangroup of the Investment, the increase in Authorized Share Capital and the waiver of pre-emption rights and the issue of New Shares. Copies of the Agreements are available for inspection by shareholders, as noted in paragraph 8 of Part 5 of this Circular. 4. EFFECT OF THE INVESTMENT ON EXISTING SHAREHOLDERS AND THE COMPANY’S FINANCIAL POSITION As a consequence of the Investment and assuming SARB approval is received for the issuance of New shares to OSA , all existing shareholders’ current shareholdings will be diluted by 5.92% as shown below. Shareholding in Scangroup

No of shares

%age of fully diluted capital

Ordinary shares of KShs 1 each New Shares to be issued to OSA

10,756,547

4.59%

New Shares to be issued to KM

3,123,822

1.33%

Total New Shares to be issued

13,880,369

5.92%

Existing shares in issue

220,689,655

Total no. of shares in issue after transaction

234,570,024

The table on page 11 illustrates the impact on shareholders’ shareholdings in the Company in terms of numbers of ordinary shares and shareholders’ respective shareholding percentages in the Company pre- and post- issue of New Shares, based on shareholdings as at 30 April 2010. It should be noted that as the WPP Group has a 49.9% indirect equity interest in OSA, the issue of OSA Consideration Shares to OSA will effectively mean that WPP Group, with its existing holding in Scangroup through Cavendish Square Holding BV will following completion of the Investment have an aggregate direct and indirect interest in Scangroup of 29.99%. Save for its indirect interest in the Scangroup shares to be acquired by OSA pursuant to the Agreements, WPP has informed Scangroup that it has no current intention of increasing its shareholding in Scangroup, but will continue to explore new opportunities with Scangroup which could be mutually beneficial.

10 Circular To Shareholders July 2010

Letter from The Chairman of Scangroup| Scangroup Limited

Before Name of shareholder

No. of Ordinay Shares held as at 30th April 2010

After

Shareholding Percentage as at 30th April 2010

Proposed Issue of New Shares

No. of Ordinary Shares held

Shareholding Percentage

Cavendish Square Holding BV

60,689,655

27.50%

-

60,689,655

25.87%

Mr. Bharat Thakrar

45,523,800

20.63%

-

45,523,800

19.41%

Barclays (Kenya) Nominees Ltd Nonresident A/C 9300

21,563,600

9.77%

-

21,563,600

9.19%

Mr. Andrew John Laird White

19,755,000

8.95%

-

19,755,000

8.42%

Bora Services Limited (as Trustee for key employees)

14,664,000

6.64%

-

14,664,000

6.25%

10,756,547

4.59%

5,863,300

2.50%

3,123,822

1.33%

Ogilvy South Africa (Proprietary) Limited

-

-

Barclays (Kenya) Nominees Ltd Nonresident A/C 9296

5,863,300

2.66%

Mr. Koome Mwambia

-

-

Barclays (Kenya) Nominees Ltd A/C 9486

1,988,000

0.90%

-

1,988,000

0.85%

Barclays (Kenya) Nominees Ltd A/C 9230

1,940,000

0.88%

-

1,940,000

0.83%

Kenya Commercial Bank Nominees A/C 769G

1,324,100

0.60%

-

1,324,100

0.56%

Barclays (Kenya) Nominees Ltd A/C 9389

1,184,000

0.54%

-

1,184,000

0.50%

46,194,200

20.93%

-

46,194,200

19.69%

220,689,655

100.00%

234,570,024

100.00%

Others (representing 33,479 shareholders) Total

10,756,547 3,123,822

13,880,369

Pro-forma spread of shareholders after proposed Issue of New Shares Category Foreign Investors

Number of shareholders 333

Numbers of shares held 119,867,432

Shareholding % of issued share capital 51%

East African Individuals

31,505

70,194,694

30%

East African Institutions

1,653

44,507,898

19%

33,491

234,570,024

100.00%

Total

Circular To Shareholders July 2010

11

Letter from The Chairman of Scangroup| Scangroup Limited

Your Board considers that this dilutive impact will be offset by the incremental earnings per ordinary share anticipated and other benefits resulting from the Investment. The potential impact on the Company’s financial position and profitability is illustrated in Part 4. 5. EXTRAORDINARY GENERAL MEETING Currently, the Company’s authorised share capital is not sufficient to allow for the increase in the number of ordinary shares required for the issue of the New Shares. Therefore, the approval of shareholders will be required to: a) increase the nominal share capital of the Company from KShs 240,690,000 divided into 240,690,000 ordinary shares of KShs 1/= each by an amount of KShs 14,000,000 divided into 14,000,000 new ordinary shares of KShs 1/= each to KShs 254,690,000 divided into 254,690,000 ordinary shares of KShs 1/= each; and b) the issue of the New Shares without first offering the New Shares to existing shareholders of the Company upon the terms contained in the Agreements and this Circular. Resolutions to approve the Investment, the increase in the authorised share capital of the Company and to authorise the issue of the New Shares are set out in the notice of the EGM, which is set out in Part 6 of this Circular. If you are currently a shareholder but are unable to attend the the EGM to be held on Tuesday, 17th August, 2010, please complete the form of proxy and send it to the Company’s Share Registrar no later than 11.00 a.m. on Monday 16th August, 2010. The completion and return of a proxy form will not prevent you from attending and voting in person if you wish to do so. 6. RECOMMENDATION Your Board considers that the Investment will contribute positively towards achieving the following objectives: (a) The creation of a joint venture with Ogilvy & Mather lends our networks the much needed thrust to form a truly Pan-African agency group with products and services comparable only to the world’s finest in the integrated marketing communications as more of our clients are seeking both truly pan-African support as well as best-inclass marketing services. (b) By joining forces with Ogilvy & Mather across Sub Saharan Africa, Scangroup’s ambition to pitch our regional success across the continent can become a reality. The ultimate conclusion of this deal will deliver a wide range of benefits to key stakeholders, a larger, more robust and knowledge rich network for clients, a stronger, more successful organisation, offering great career opportunities for employees, and a commercially strong and more profitable investment for Scangroup shareholders Accordingly, the Directors (other than the WPP Group appointed directors listed on page 4, who having declared their interest in the transaction as WPP Group directors abstained from voting ) unanimously resolved to recommend to all shareholders to vote in favour of the resolutions to be proposed at the EGM, as they have agreed to so do in respect of their own beneficial holdings of shares. If you are in any doubt as to what action to take you are recommended to seek independent advice from your stockbroker, bank manager, lawyer or other professional adviser. Yours sincerely

David Hutchison Chairman

12 Circular To Shareholders July 2010

PART 3

INFORMATION ON OGILVY AFRICA AND OGILVY EAST AFRICA

1. BRIEF HISTORY AND STRUCTURE OF OGILVY AFRICA Ogilvy Africa, which is the trading name of OABV, was initially established in 1996. The main reasons for setting up Ogilvy Africa were twofold: • To meet the service requirement for key Ogilvy South Africa clients who were expanding in Africa. • To explore opportunities in Africa. The operations are handled through the South African Branch of OABV, which co-ordinates the services to multinational clients across Africa through a network of Affiliates. All the Affiliates are governed by affiliation agreements or shareholder agreements and are charged fees by OABV. The revenue of the Branch is mainly from multinational clients and fees from Affiliates. Clients of Ogilvy Africa include SAB Miller, Multichoice Africa, DStv Mobile, BP Castrol, BAT, Unilever, South African Tourism, Sun International and Zain. 2. SHAREHOLDING OF OABV The current beneficial shareholding in OABV is as follows: O&M Africa BV (OABV) Shareholder

%age shareholding

No of shares of Euro 1 each

Dolphin Square Holding BV (DSH)

49.00%

225,357

Ogilvy South Africa (Proprietary) Limited (OSA)

51.00%

234,557

100.00%

459,914

Total 3. EQUITY AND NON-EQUITY AFFILIATES

Ogilvy Africa has developed a network of 19 Affiliate operations on the Continent. Of the 19, OABV has equity investments in eight of them as follows: Country

Partner Agency

%age equity held

Namibia

Ogilvy & Mather Advertising Namibia (Proprietary) Limited

30%

Cote d’Ivoire

Ocean Conseil

25%

Senegal

Ocean Afrique Occidentale

25%

Burkina Faso

Ocean Burkina Faso

25%

Cameroon

Ocean Central Africa

25%

Gabon

Ocean Ogilvy Gabon

25%

Zimbabwe

Ogilvy Zimbabwe (Private) Limited *

25%

Nigeria

Prima Garnet Communications Limited

12.57%

* OABV has a beneficial entitlement to a 25% equity interest in Ogilvy Zimbabwe (Private) Limited. At the date of this Circular, legal title to the shares is not registered in its name.

Circular To Shareholders July 2010

13

Information on Ogilvy Africa and Ogilvy East Africa | Scangroup Limited

Non-equity Affiliates are detailed below: Country

Partner Agency

Botswana

Horizon Ogilvy & Mather

DRC

Pygma Ogilvy

Ghana

MMRS Ogilvy

Madagascar

Novo-Comm Ogilvy

Malawi

Roofhouse

Mauritius

Maurice Publicite Ltd

Mayotte

Luvi Ogilvy Mayotte

Mozambique

Ogilvy Mozambique

Reunion

Luvi Ogilvy Reunion

Uganda

Moringa Ogilvy

Zambia

Y&R Zambia

All the Affiliates are well established in their individual markets. 4. BRIEF HISTORY AND STRUCTURE OF OGILVY EAST AFRICA LIMITED (OEA) OEA is one of the region’s most prolific Integrated Marketing Communications (IMC) agency groups with a history of over 50 years. The group in Kenya has 5 distinct and highly successful agencies: Ogilvy Public Relations; Ogilvy & Mather Advertising; Blueprint Marketing; and media management and buying houses Mindshare Kenya and Ogilvy Africa Media - Kenya. This scope of services cuts across the entire coverage of the IMC category including activation and digital. 5. SHAREHOLDING OF OEA The current beneficial shareholding in OEA is as follows: Ogilvy East Africa Limited (OEA) Shareholder

%age shareholding

No of shares of KShs 1000

Russell Square Holding BV (RSH)

50.00%

500

Ogilvy South Africa (Proprietary) Limited (OSA)

28.00%

280

Mr. Koome Mwambia (KM)

22.00%

220

100.00%

1,000

Total 6. GROUP STRUCTURE OF OEA

OEA is the holding company and on Completion will comprise the following 100% subsidiaries: Advertising, Activation and Digital 1) Ogilvy & Mather (Eastern Africa) Limited – trading as Ogilvy & Mather Advertising 2) Blueprint Marketing Limited Public Relations 3) Ogilvy PR Limited Media Planning and Buying 4) Mindshare Kenya Limited 5) Ogilvy Africa Media Limited

14 Circular To Shareholders July 2010

Information on Ogilvy Africa and Ogilvy East Africa | Scangroup Limited

Each of the above agencies carries unique identity, expertise and capacity that are critical to the delivery of wholesome brand value to clients. Advertising, Activation and Digital As part of Ogilvy Worldwide, Ogilvy & Mather Advertising enjoys a wealth of resources across the network including access to best practice planning and creative development tools The Big IdealTM and The ButterflyTM. OEA’s second creative agency Blueprint Marketing offers Advertising, Design, PR, Digital and Activations all under one roof. This broad scope of service makes Blueprint a prime choice for clients who prefer a one-stop shop approach to their communication. Public Relations Ogilvy Public Relations has since its launch in Kenya held firmly as the market leader in the practice with its specialist Public Affairs and Brand PR services. Media Planning and Buying Both Ogilvy Africa Media and Mindshare Kenya are involved in media planning and buying. Mindshare Kenya is a licensed affiliate of GroupM (part of the WPP Group) and it has developed a strong position in the highly competitive Media Management space.

Circular To Shareholders July 2010

15

PRO-FORMA FINANCIAL INFORMATION PART 4 The following figures are based on audited accounts of Scangroup and the management accounts of OABV and OEA for the year ended 31 December 2009. 1. PRO-FORMA CONSOLIDATED FINANCIAL POSITION The table below sets out the impact on the financial position of the Company at 31 December 2009, on the assumption that the Investment took place on 31 December 2009. PRO–FORMA CONSOLIDATED FINANCIAL POSITION Acquisition adjustments As at 31 December 2009

Scangroup (as reported)

Consideration Consolidation payable adjustments

OABV & OEA

All amounts in KShs’ 000

Consolidated

See note below

Assets Equipment & Intangibles

99,771

35,774

135,545

9,869

9,869

528,997

–

528,997

83,548

–

7,387

11,145

Investments in Affiliates Kenya Government Securities Goodwill Deferred tax asset Cash and Cash equivalents Other Current Assets Total Assets

284,538

368,086 18,532

676,768

129,024

2,536,677

793,221

(52,170)

3,329,898

753,622

3,933,148

979,033

5,144,549

(220,690)

(48,817)

(13,880)

(1,328,105)

–

(352,562)

(770,613)

(218,631)

Equity and Liabilities Capital and Reserves Share Capital Share premium Retained Earnings Investment revaluation reserve

(34,432)

Total Shareholders’ Funds

(2,353,840)

(267,448)

(12,382)

–

Minority Interest Non Current Liabilities Current Liabilities Total Equity and Liabilities

July 2010

(234,570) (1,680,667)

218,631

(770,613) (34,432) (2,720,282)

(133,374)

(145,756)

(11,620)

(3,210)

(14,830)

(1,555,306)

(708,375)

(2,263,681)

(3,933,148)

(979,033)

(5,144,549) (418,612)

16 Circular To Shareholders

48,817

418,612

Pro-forma financial information | Scangroup Limited

Note: Consideration payable upon receipt of all approvals Cash I) Acquisition of 51% shareholding in OABV by Scangroup

Value of Consideration Shares

Total consideration

US$’000

US$’000

US$’000

238

2,145

2,384

Kshs’000

Kshs’000

Kshs’000

18,432

165,892

184,325

Kshs’000

Kshs’000

Kshs’000

a) Payable to OSA

13,121

118,081

131,201

b) Payable to KM

20,617

82,469

103,086

33,738

200,550

234,287

52,170

366,442

418,612

Payable to OSA Kshs Equivalent US$ converted at Kshs 77.33 II) Acquisition of 50% shareholding in OEA by Scangroup

III) Total consideration in equivalent Kshs (I +II)

Number of shares Number of New Shares at Issue price of KShs 26.40 each

13,880,369

2. IMPACT ON PROFITABILITY For purpose of illustration of the impact of the Investment on the Company’s profitability for the year ended 31 December 2009, it has been assumed that the Investment took place on 1 January 2009. PRO–FORMA CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2009

Scangroup (as reported)

All amounts in Kshs’000

OABV & OEA

Interest adjustments for cash consideration

Consolidated

See Note below

Billings

5,920,012

1,910,294

7,830,306

Revenue

1,624,029

500,430

2,124,459

544,100

99,926

(3,913)

640,113

Taxation

(142,952)

(31,446)

783

(173,615)

Profit for the year after Tax

401,148

68,480

(3,130)

466,498

(2,648)

(33,963)

–

(36,611)

398,500

34,516

(3,130)

429,887

Profit before Tax

Less: Attributable to minority interest Attributable to shareholders of Scangroup

Note: 1. Interest adjustment for cash consideration Loss of interest income (after tax) is calculated on payment of cash consideration of KShs 52.17 million 2. It should be noted that the above is only an illustration and the actual future results could be different.

Circular To Shareholders July 2010

17

STATUTORY AND GENERAL INFORMATION PART 5 1. RESPONSIBILITY STATEMENT 1.1. The Directors, whose names appear on page 4 of this Circular accept responsibility for the information contained in this Circular. The Directors declare that all information contained in this Circular is correct, and neither the Board of Directors’ minutes, audit reports or any other internal documents contain information which could distort the interpretation of this Circular. A copy of duly signed declaration is attached in Appendix III. 1.2. The Directors are the persons responsible for the application made to the CMA pursuant to paragraph 17 of the Fourth Schedule of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002. 2. THE COMPANY’S SHARE CAPITAL 2.1 The Company’s authorised share capital as at the date of this Circular is KShs 240,690,000/= divided into 240,690,000 shares of KShs 1/= each of which 220,689,655 ordinary shares of KShs 1/= are issued fully paid (having a nominal value of KShs 220,689,655/=). The authorised and issued share capital of the Company is not divided into different classes of shares and all of the ordinary shares carry equal rights. 2.2 The Articles of Association describe all of the rights attached to the ordinary shares as regards such matters as voting, dividends, liquidation proceeds and other matters. A copy of the Articles of Association is available for inspection as noted in paragraph 8 below. 2.3 The authorised share capital of the Company will be increased from KShs 240,690,000 divided into 240,690,000 ordinary shares of K.Shs1/= to KShs 254,690,000 divided into 254,690,000 ordinary shares of KShs 1/= each by the creation of 14,000,000 new ordinary shares of KShs 1/= each to provide for the issue of up to 13,880,369 New Shares. 2.4 New Shares shall be issued and credited as fully paid upon Completion as follows: (a) Subject to SARB approval being granted to OSA to receive part of its consideration in the form of OSA Consideration Shares, 10,756,547 ordinary shares of KShs 1.00 each to OSA; and (b) 3,123,822 ordinary shares of KShs 1.00 each to KM

The New Shares issued shall rank pari passu with the existing issued ordinary shares and will be entitled to all dividends declared after Completion. OSA and KM shall receive share certificates for their respective portion of the New Shares on Completion, which is expected to take place by 31 October 2010.

2.5 The New Shares so issued are to be admitted to Listing upon Completion as per the Agreements. The actual number of New Shares issued and hence admitted to Listing shall be announced by the Company upon Completion. 2.6 At a meeting held on 28 April 2010 the Board resolved pursuant to Article 57 of the Articles of Association, to convene an EGM for the purpose of amongst others seeking the approval from the Company’s shareholders for the Investment, to increase the authorised share capital of the Company, and to authorise the Directors to issue, pursuant to the Investment, the New Shares at the Issue Price without first offering them to existing shareholders. 2.7 The table below illustrates the pro-forma impact on the Company’s shareholders and their respective shareholding percentages in the Company pre and post issue of New Shares to OSA and KM . The information is based on the shareholding as at 30 April 2010:

18 Circular To Shareholders July 2010

Statutory and general information | Scangroup Limited

Before Name of shareholder

No. of Ordinay Shares held as at 30th April 2010

After

Shareholding Percentage as at 30th April 2010

Proposed Issue of New Shares

No. of Ordinary Shares held

Shareholding Percentage

Cavendish Square Holding BV

60,689,655

27.50%

-

60,689,655

25.87%

Mr. Bharat Thakrar

45,523,800

20.63%

-

45,523,800

19.41%

Barclays (Kenya) Nominees Ltd Nonresident A/C 9300

21,563,600

9.77%

-

21,563,600

9.19%

Mr. Andrew John Laird White

19,755,000

8.95%

-

19,755,000

8.42%

Bora Services Limited (as Trustee for key employees)

14,664,000

6.64%

-

14,664,000

6.25%

-

-

10,756,547

10,756,547

4.59%

5,863,300

2.66%

-

5,863,300

2.50%

-

-

3,123,822

3,123,822

1.33%

Barclays (Kenya) Nominees Ltd A/C 9486

1,988,000

0.90%

-

1,988,000

0.85%

Barclays (Kenya) Nominees Ltd A/C 9230

1,940,000

0.88%

-

1,940,000

0.83%

Kenya Commercial Bank Nominees A/C 769G

1,324,100

0.60%

-

1,324,100

0.56%

Barclays (Kenya) Nominees Ltd A/C 9389

1,184,000

0.54%

-

1,184,000

0.50%

46,194,200

20.93%

-

46,194,200

19.69%

220,689,655

100.00%

13,880,369

234,570,024

100.00%

Ogilvy South Africa (Proprietary) Limited Barclays (Kenya) Nominees Ltd Nonresident A/C 9296 Mr. Koome Mwambia

Others (representing 33,479 shareholders)

The potential overall dilutive effect on existing shareholders in Scangroup Limited will be 5.92%.



It should be noted that as the WPP Group has a 49.9% indirect equity interest in OSA, the issue of OSA Consideration Shares to OSA will effectively mean that WPP Group, with its existing holding in Scangroup through Cavendish Square Holding BV will following completion of the Investment have an aggregate direct and indirect interest in Scangroup of 29.99%.

2.8 As at the date of this Circular, OSA and KM did not hold any ordinary shares in the Company. 2.9 At the Annual General Meeting of the Company held on 18 May 2007, the shareholders authorised the Directors to issue a maximum of 15 million ordinary shares and reserve them for the Employee Share Option Scheme (ESOP). The Company has issued the followings option units to its employees under the ESOP scheme, none of which have been exercised as at the date of this Circular (Note: Each option unit represents one ordinary share of KShs 1/=): Number of option units granted

Exercise price KShs per option unit

*Expiry Date

3,411,100

32.25

12-Jun-10

503,000

32.50

12-Jun-10

540,600

32.75

12-Jun-10

400,700

33.00

12-Jun-10

3,291,070

30.25

31-May-11

8,146,470 *Extension of the exercise period for the above options that expired on 12 June 2010 is under consideration by the Board.

Circular To Shareholders July 2010

19

Statutory and general information | Scangroup Limited

2.10 At the Annual General Meeting of the Company held on 18 May 2007, the shareholders authorised the Directors to issue a maximum of 5 million ordinary shares of the Company in connection with any acquisition of asset or subsidiary or other property as consideration. No shares have been issued for this purpose as at the date of this Circular. 3. DIRECTORS’ INTERESTS 3.1 At the due date of this Circular, the following Directors had direct and indirect beneficial interests in the ordinary shares as follows: Name of Director

Number of ordinary shares held in the Company

David Hutchison

Shareholding %age

1,000

0.00%

Bharat Thakrar (Executive Director)

45,523,800

20.63%

Andrew White (Executive Director)

19,755,000

8.95%

9,300

0.00%

65,289,100

29.58%

Richard Omwela Total

3.2 At the date of this Circular, there was no existing or proposed contract between any of the Directors and the Company, other than employment contracts for those Directors who are employed in the ordinary course of business. 3.3 Executive Directors have been granted 1,108,581 share option units and are included under paragraph 2.9 above 3.4 Save for any ordinary shares in WPP plc held by Chris Sweetland and Andrew Scott in their personal capacities, which in aggregate constitute less than 0.0159% of the entire issued share capital of WPP plc as at 30 April 2010, none of the other directors has or has had any direct or indirect beneficial interest in OABV or OEA. 4. CONSENTS

BDO East Africa have given and not withdrawn their consent to the inclusion herein of the references to their report in the form and context in which it appears and Deloitte & Touche have given and not withdrawn their consent to the issue of this Circular with the inclusion herein of the references to their reports in the form and context in which they appear.

5. INFORMATION ON PROPOSED INVESTMENT 5.1 On 30th April 2010, the Company entered into two conditional share purchase agreements (“Agreements”). One for the purchase of a 51% shareholding in OABV from OSA and DSH; and the other for the purchase of a 50% shareholding in OEA with 28% to be purchased from OSA and RSH and 22% from KM. upon the terms and conditions in the Agreements. 5.2 Part 2 of the Circular contains the background to and reasons for the Investment, the consideration and payment details and the recommendation of the Board; Part 3 of the Circular details the description of the business and shareholding details of OABV and OEA; and Part 4 of the Circular details the financial information. 5.3 As part of the overall transaction, Scangroup has granted call options to the WPP Group over 2% of the equity in OABV and 1% of the equity in OEA. These call options may be exercised by the WPP Group on and after 1 January 2015 and in each subsequent year upon service of an exercise notice to Scangroup. The call option price in each case will be calculated as follows:

OABV 2% x 10 x the average (mean) operating profit after tax for OABV and its share of operating profit after tax of its subsidiaries for the financial years N-3, N-2 and N-1; plus



2% x 6 x average (mean) operating profit after tax of each of the minority shareholdings held by OABV in the Affiliates multiplied by the percentage of shares held in each Affiliate by OABV for the financial years N-3, N-2 and N-1; plus US$ 25,000 (being 2% of a fixed amount of US$ 1,250,000) for the Ogilvy network.

20 Circular To Shareholders July 2010

Statutory and general information | Scangroup Limited



OEA 1% x [10 x average (mean) consolidated operating profit after tax for N-3, N-2 and N-1].



In each case: “N” is the financial year in which the notice to exercise is served on Scangroup. “N-1” is the financial year prior to year N. “N-2” is the financial year prior to N-1. “N-3” is the financial year prior to N-2.



Copies of the call option agreements are available for inspection as noted in Para 8(b)

6. GENERAL INFORMATION 6.1 The fees payable by the Company in respect of the Listing of the New Shares will be KShs 138,880.37 payable to NSE and KShs 1,832,208.70 to CMA. 6.2 In accordance with the disclosure requirements under paragraph 28(a) of the Fourth Schedule of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002, the Board hereby declares that the annual financial statements of the Company for the year ended 31 December 2009 have been audited and received an unqualified opinion. 6.3 The Company’s auditors Deloitte & Touche have issued a statement under paragraph 28(b) of The Fourth Schedule to the CMA Regulations which requires the auditor to consider whether all circumstances regarding the issue of the New Shares known to them which could influence the evaluation by investors of the assets, liabilities, financial position, results and prospects of the Company are included in the Circular. A copy of their statement is attached in Appendix IV 6.4 As OSA is a foreign investor, all future dividends payable to it by Scangroup will be subject to applicable withholding tax (currently 10%). 7. GOVERNING LAW

This Circular is governed by and construed in accordance with Kenyan law.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection by shareholders, free of charge, at the Company’s offices at 5th Floor The Chancery, Valley Road, Nairobi, Kenya between 9.00 a.m. and 5.00 p.m. Monday to Friday (except public holidays) from the date hereof until 16th August 2010: (a) the Agreements referred to in paragraph 5.1 above; (b) Call option agreements referred to in paragraph 5.3 above; (c) the Company’s audited financial statements for the five financial years ended 31 December 2009; (d) the Company’s Memorandum and Articles of Association; (e) the independent opinion issued by BDO East Africa on fairness of acquisition value (f) the statement issued by the Company’s auditors as required by regulation 28(b) of the Fourth Schedule of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002; (g) the approval of the CMA relating to this Circular and the issue of the New Shares; and

Circular To Shareholders July 2010

21

EGM NOTICE PART 6 (h) the Auditors certification of the calculation of the Issue Price. SCANGROUP LIMITED Incorporated in Kenya on 26 January 1999 under the Companies Act (Cap 486) (Registration Number C 11/2006) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of the Company will be held at the Bomas of Kenya. Langata Road, Nairobi on Tuesday, 17th August 2010 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the Ordinary Resolutions set out below. (1) Acquisition of Shareholdings in O&M Africa BV and Ogilvy East Africa Limited THAT the purchase by the Company of a 51% shareholding in O&M Africa BV and the purchase of a 50% shareholding in Ogilvy East Africa Limited, be and is hereby approved. (2) Increase in authorized share capital. That pursuant to Article 57 of the Company’s Articles of Association, the nominal share capital of the Company be increased from KShs 240,690,000 divided into 240,690,000 ordinary shares of K.Shs1/= each by an amount of KShs14,000,000/= divided into 14,000,000 new ordinary shares of KShs 1/= each to KShs 254,690,000 divided into 254,690,000 ordinary shares of KShs 1/= each. (3) Waiver of Pre-emption and authority to Issue New Shares That notwithstanding Articles 13 (a) and Article 58 of the Company’s Articles of Association, and subject to regulatory and other approvals, the directors be and are hereby authorized to allot and issue to: a. Ogilvy South Africa (Proprietary) Limited, 10,756,547 ordinary shares of KShs 1.00; and b. Mr. Koome Mwambia, 3,123,822 ordinary shares of KShs 1.00 each All at Issue Price of KShs.26.40 per share . By Order of the Board

M. M. Kipchumba Company Secretary Date: 19th July 2010 Notes: 1. A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company. A Proxy form is given on page 33. 2. The Proxy form should be returned to the Company’s Share Registrar, Comp-rite Kenya Limited at 8th Floor Rehani House, Kenyatta Avenue, Nairobi not later than 11.00 a.m. on Monday, 16th August, 2010. In case of a member being a limited company, the proxy form must be completed under Common Seal or under the hand of an officer or attorney duly authorized in writting. 3. Registration of members and proxies attending the EGM will commence at 7.00 a.m. Members and proxies will be required to produce a national identity card or passport for identification purposes. CDS account numbers or member numbers will also be required to expedite registration. Registration will close at the conclusion of the meeting. 22 Circular To Shareholders July 2010

APPENDIX I

INDEPENDENT OPINION ON FAIRNESS OF ACQUISITION VALUE [BDO East Africa opinion]

Circular To Shareholders July 2010

23

Independent opinion on fairness of acquisition value | Scangroup Limited

24 Circular To Shareholders July 2010

Independent opinion on fairness of acquisition value | Scangroup Limited

Circular To Shareholders July 2010

25

Independent opinion on fairness of acquisition value | Scangroup Limited

26 Circular To Shareholders July 2010

Independent opinion on fairness of acquisition value | Scangroup Limited

Circular To Shareholders July 2010

27

Independent opinion on fairness of acquisition value| Scangroup Limited

28 Circular To Shareholders July 2010

APPENDIX II

AUDITOR’S CERTIFICATE ON ISSUE PRICE

Circular To Shareholders July 2010

29

Auditor’s certificate on issue price | Scangroup Limited

30 Circular To Shareholders July 2010

APPENDIX III

DIRECTORS’ DECLARATION

Declaration under Regulation 17(2) and 28(a) of the Fourth Schedule of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002 The Directors declare that all information contained in this circular is correct, and neither the board of directors’ minutes, audit reports or any other internal documents contain information which could distort the interpretation of this circular. Signed for and on behalf of the Board of Directors

David Hutchison – Chairman

Bharat Thakrar – CEO & Director

19th July 2010

SCANGROUP LIMITED THE CHANCERY • VALLEY ROAD • PO BOX 34537 • G.P.O 00100 • NAIROBI • KENYA • PH: +254 (20) 2710021/ 2799000 • FAX: +254 (20) 271 5253 www.scangroup.biz DIRECTORS: D.G.M. HUTCHISON (CHAIRMAN) (BRITISH) • B. THAKRAR (CEO) • A. WHITE (AUSTRALIAN) • M. WAHOME • R. OMWELA • A. SCOTT (BRITISH) • C. SWEETLAND (BRITISH)

Circular To Shareholders July 2010

31

APPENDIX IV

32 Circular To Shareholders July 2010

STATEMENT FROM THE AUDITORS

Proxy Form

Scangroup Limited I / We

of being a member / members of Scangroup Limited, hereby appoint:

of (address)

or failing him / her

of (address) and failing him / her the Chairman of the meeting as my / our proxy to vote for me / us on my / our behalf at the Extraordinary General Meeting to be held on Tuesday, 17th August 2010 and at any adjournment thereof.

As witness my/our hand this

day of

2010

Signature(s)

This form is to be used* in favour of / against the resolutions. Unless otherwise instructed, the proxy will vote as he / she thinks fit. * Delete whichever is not applicable. Notes: 1. A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company. 2. The Proxy form should be returned to the Company’s Share Registrar, Comp-rite Kenya Limited at 8th Floor Rehani House, Kenyatta Avenue, Nairobi not later than 11.00 a.m. on Monday, 16th August, 2010. In case of a member being a limited company, the proxy form must be completed under Common Seal or under the hand of an officer or attorney duly authorized in writting. 3. Registration of members and proxies attending the EGM will commence at 7.00 a.m. Members and proxies will be required to produce a national identity card or passport for identification purposes. CDS account numbers or member numbers will also be required to expedite registration. Registration will close at the conclusion of the meeting.

Circular To Shareholders July 2010

33

YOUR NOTES

34 Circular To Shareholders July 2010

Circular To Shareholders July 2010

35

General | Scangroup Limited

www.scangroup.biz

36 Circular To Shareholders July 2010