Africa Proconsularis was a Roman province on the northwest African coast that existed from 146 BC to 435 AD. Following the defeat of Carthage in the Third Punic War, the Roman Republic annexed its North African territories, and it became the second-wealthiest western Roman province after Italia. The Romans stationed 28,000 troops and auxiliaries in Numidia and the two Mauretanian provinces of North Africa, and, by the 2nd century AD, most of the soldiers were local Berbers and Phoenicians. As the Romans were tolerant of the Berber race and their religious cults, many Berbers readily accepted the Roman way of life, although pockets of non-Romanized Berbers existed in the rural areas of Tunisia and Numidia. By the end of the Western Roman Empire, nearly all of the Maghreb was fully Romanized. In 435 AD, the Vandals conquered North Africa and established the Vandalic Kingdom.