CLIENTELE LIMITED - Clientele Special Shareholders Meeting

Clientele Special Shareholders Meeting

Clientele Limited
(Registration number 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
(“Clientele” or “the Company”)

Clientele Special Shareholders’ Meeting

It is hereby advised that a special shareholders meeting of Clientele
will be held in the Yellowwoods Boardroom, Building 7, Clientele
Office Park, corner Rivonia and Alon Roads, Morningside on 20 January
2016 at 13:00 for a special resolution to be proposed and if deemed
fit, to be passed with or without modification.

The record date for purposes of determining which shareholders are
entitled to participate in and vote at the shareholders meeting is 
15 January 2016.

The last date to trade in order to be eligible to vote is 8 January
2016.

The reason for the proposed special resolution is to provide
authority to the Company, as required in terms of section 44 of the
Companies Act, 2008(“the Act”) to issue a guarantee to Depfin
Proprietary Limited (“Depfin”), wholly owned subsidiary of Nedbank
Limited,   for  a   maximum   aggregate  liability   thereunder  of
R274,4 million.

It is intended to resolve that special resolution number 4 passed at
the meeting of shareholders held on 29 October 2015, which read –
“Resolved that, the Board may, subject to compliance with the
Company's Memorandum of Incorporation (“MOI”) and the requirements of
the Companies Act, authorise the Company to provide financial
assistance in the form of a guarantee in favour of Depfin, to
facilitate   the   acquisition  by   Yellowwoods   Trust   Investments
Proprietary Limited ("YTI") of 12,963,947 ordinary shares in the
capital of the Company, subject to the Company’s maximum liability
thereunder being limited to R45m.”
be revoked in its entirety and that the Board be authorised in
accordance with section 44 of the Act, to authorise the Company to
provide financial assistance by way of the issue of an on demand
guarantee for an amount not exceeding R274,4 million in the aggregate
to Depfin as security for the obligations of YTI to Depfin:
(a)    in respect of 120 cumulative redeemable non-participating
       preference shares issued by YTI to Depfin; and
(b)    under the related documents.

Full details of the proposed special resolution will be provided to
the shareholders in the notice of the shareholders’ meeting, which
was posted today and will be available on the Company’s website on
www.clientele.co.za.

18 December 2015

Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited

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