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NASPERS - RESULTS OF GENERAL MEETINGS

Release Date: 12/08/1998 17:25
Code(s): NPN
Wrap Text
RESULTS OF GENERAL MEETINGS
NASPERS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 04/01431/06)
("THE COMPANY" OR "NASPERS")
RESULTS OF GENERAL MEETINGS REGARDING:
- THE CHANGE OF NAME; AND
- THE ISSUE FOR CASH.
1. INTRODUCTION

FBC MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT, AT THE GENERAL MEETING OF "A" ORDINARY SHAREHOLDERS AND "N" ORDINARY SHAREHOLDERS OF NASPERS ("SHAREHOLDERS") HELD ON FRIDAY, 7 AUGUST 1998, THE SPECIAL AND ORDINARY RESOLUTIONS PROPOSED IN THE CIRCULAR TO SHAREHOLDERS DATED 22 JUNE 1998 WERE DULY PASSED BY THE REQUISITE MAJORITY OF SHAREHOLDERS. THE SPECIAL RESOLUTION PASSED AT THE ABOVE GENERAL MEETING AND IN TERMS WHEREOF THE NAME OF THE COMPANY HAS BEEN CHANGED FROM "NASIONALE PERS BEPERK" TO "NASPERS LIMITED" ("THE CHANGE OF NAME") HAS BEEN REGISTERED BY THE REGISTRAR OF COMPANIES. 2. EFFECTIVE DATE OF THE CHANGE OF NAME
THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") HAS AGREED TO AMEND THE LISTING OF THE "N" ORDINARY SHARES OF THE COMPANY TO TAKE ACCOUNT OF THE CHANGE OF NAME, WITH EFFECT FROM THE COMMENCEMENT OF TRADING ON THE JSE ON MONDAY, 17 AUGUST 1998.
EXISTING CERTIFICATES IN RESPECT OF "N" ORDINARY SHARES WILL NOT BE GOOD FOR DELIVERY FOR TRANSACTIONS ENTERED INTO ON THE JSE FROM THE COMMENCEMENT OF TRADING ON MONDAY, 17 AUGUST 1998. 3. ISSUE FOR CASH
THE NECESSARY ORDINARY RESOLUTION WAS PASSED BY THE GENERAL MEETING (INCLUDING THE MAJORITY REQUIRED BY THE JSE) TO PLACE THE ADDITIONAL UNISSUED ORDINARY SHARES IN THE AUTHORISED SHARE CAPITAL OF NASPERS UNDER THE CONTROL OF THE DIRECTORS SUBJECT TO THE LISTING REQUIREMENTS OF THE JSE SUCH THAT THE DIRECTORS OF NASPERS MAY ISSUE DEBENTURES WHICH ARE CONVERTIBLE INTO "N" ORDINARY SHARES, OR "N" ORDINARY SHARES ("SHARES") FOR CASH, AS AND WHEN APPROPRIATE SITUATIONS ARISE IN THE FUTURE. 4. SURRENDER OF EXISTING CERTIFICATES
FORMS OF SURRENDER WERE INCLUDED IN THE CIRCULAR SENT TO SHAREHOLDERS ON 22 JUNE 1998 IN ORDER TO FACILITATE THE SURRENDER OF EXISTING CERTIFICATES. FURTHER COPIES OF THE FORMS OF SURRENDER WILL BE INCLUDED IN A SURRENDER CIRCULAR TO BE SENT TO SHAREHOLDERS ON FRIDAY, 14 AUGUST 1998.
SHAREHOLDERS WHO HAVE NOT ALREADY DONE SO, ARE REQUESTED TO SURRENDER THEIR EXISTING CERTIFICATE UNDER COVER OF THE RELEVANT FORMS OF SURRENDER TO THE COMPANY'S TRANSFER SECRETARIES, OPTIMUM REGISTRARS LIMITED, AS SOON AS POSSIBLE TO ENABLE THE TRANSFER SECRETARIES TO ISSUE NEW CERTIFICATES REFLECTING THE CHANGE OF NAME. 5. POSTING OF NEW CERTIFICATES
NEW CERTIFICATES WILL BE POSTED BY REGISTERED MAIL TO THE RELEVANT SHAREHOLDERS CONCERNED, AT THE RISK OF SUCH SHAREHOLDERS, ON FRIDAY, 14 AUGUST 1998, IF THE EXISTING CERTIFICATES WERE SURRENDERED ON OR PRIOR TO FRIDAY, 7 AUGUST 1998. FOR EXISTING CERTIFICATES SURRENDERED AFTER FRIDAY, 7 AUGUST 1998, NEW CERTIFICATES WILL BE POSTED WITHIN FIVE BUSINESS DAYS OF RECEIPT OF SUCH CERTIFICATES BY THE TRANSFER SECRETARIES. CAPE TOWN 12 AUGUST 1998 MERCHANT BANK FUTURE BANK CORPORATION LIMITED REGISTRATION NUMBER: 93/92510/06 SPONSORING BROKER BOE SECURITIES (PTY) LIMITED REGISTRATION NUMBER 96/15589/07 (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE) ATTORNEYS JAN S DE VILLIERS & SON

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