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Firstrand Limited - Order Of Court
FIRSTRAND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
Share code: FSR
ISIN : ZAE000014973
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA
(WITWATERSRAND LOCAL DIVISION) Case number: 2005/6735
Before the Honourable Mr Justice Tsoka
on 22 March 2005
In the ex-parte application of:
FIRSTRAND LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1966/010753/06)
Upon the motion of Counsel for the Applicant and having read the notice of
motion and other documents filed of record:
IT IS ORDERED THAT:
1. a meeting ("the scheme meeting") in terms of section 311 of the Companies
Act No. 61 of 1973, as amended ("the Companies Act"), of the ordinary
shareholders of the Applicant recorded in the register of the Applicant at
the close of business on Monday 18 April 2005 ("the scheme members") be
convened by the chairperson referred to in paragraph 2 of this Order to be
held at 10:00 on Thursday 21 April 2005 at FirstRand Limited, 4th Floor, 4
Merchant Place, corner Rivonia Road and Fredman Drive, Sandton for the
purpose of considering and, if deemed fit, agreeing to, with or without
modification, the scheme of arrangement ("the scheme") proposed by the
trustee of the FirstRand Empowerment Trust and FirstRand Bank Limited
between the Applicant and its ordinary shareholders;
2. Mr Mervyn Eldred King or, failing him, any other independent person
nominated for that purpose by attorneys Vorster Pereira and approved by
this Honourable Court, be and is hereby appointed as chairperson of the
scheme meeting ("the chairperson");
3. the chairperson is authorised to:
3.1 convene the scheme meeting;
3.2 appoint scrutineers for the purposes of the scheme meeting;
3.3 determine the validity and acceptability of any form of proxy
submitted for use at the scheme meeting;
3.4 adjourn the scheme meeting from time to time if the chairperson
considers it necessary or desirable to do so; and
3.5 determine the procedure to be followed at the scheme meeting;
4. the Applicant shall cause a notice convening the scheme meeting,
substantially in the form of the draft notice attached to the papers before
this Honourable Court, to be published once in each of Business Day, Die
Beeld, Sunday Times and Rapport at least 14 (fourteen) days before the date
of the scheme meeting. The notice shall state:
4.1 the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been convened in terms of this Order for
the purpose of considering and, if deemed fit, agreeing to the scheme,
with or without modification;
4.3 that a copy of this Order, the notice, the scheme, the form of proxy,
the explanatory statement in terms of section 312(1)(a)(i) of the
Companies Act, the valuation statement in terms of section
311(1)(a)(ii) of the Companies Act and the statement of directors"
interest in terms of section 311(1)(a)(iii) of the Companies Act may
be inspected and obtained free of charge, on written application, at
the registered office of the Applicant, at 4th Floor, 4 Merchant
Place, corner Rivonia Road and Fredman Drive, Sandton by any ordinary
shareholder of the Applicant during normal business hours at any time
prior to the scheme meeting; and
4.4 the basic characteristics of the scheme;
5. copies of:
5.1 the scheme and the explanatory statement in terms of section
312(1)(a)(i) of the Companies Act, the valuation statement in terms of
section 311 (1)(a)(ii) of the Companies Act and the statement of
directors" interest in terms of section 311 (1)(a)(iii) of the
Companies Act substantially in the form of the scheme and the
statements attached to the papers before this Honourable Court;
5.2 the notice convening the scheme meeting substantially in the form of
the notice attached to the papers before this Honourable Court;
5.3 the form of proxy to be used at the scheme meeting substantially in
the form of the form of proxy attached to the papers before this
Honourable Court; and
5.4 this Order, be sent by the Applicant by prepaid registered post at
least 14 (fourteen) days before the date of the scheme meeting to:
(a) all of the shareholders of the Applicant who have not
dematerialised their shares, at their respective addresses as
reflected in the Applicant"s register of members; and
(b) all of the ordinary shareholders of the Applicant who have
dematerialised their shares and -
(i) for whom a Central Securities Depository Participant
("CSDP") or its nominee company does not hold the
dematerialised shares as nominee, at their respective
addresses as reflected in the sub-registers administered by
the CSDPs concerned;
(ii) for whom a CSDP or its nominee company holds the
dematerialised shares as nominee, at their respective
addresses as reflected in the records of the CSDPs and
nominee companies concerned, at the close of business on a
date or dates not more than 7 (seven) days before the date
of such posting;
6. with respect to voting at the scheme meeting:
6.1 scheme members holding certificated shares and scheme participants who
have dematerialised their shares with "own name registration" who wish
to vote by proxy must complete the form of proxy referred to in
paragraph 5.3 of this Order, in accordance with the instructions
contained on the form of proxy, and lodge it with, or post it to,
Computershare Investor Services 2004 (Proprietary) Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763,
Marshalltown, 2107) to be received by no later than 10:00 on Tuesday
19 April 2005;
6.2 scheme members who have already dematerialised their shares other than
with "own name registration" must not complete the form of proxy, but
should contact their CSDP/broker and furnish them with voting
instructions. If their CSDPs/brokers are not given such instructions
then they will vote in accordance with the instructions contained in
the custody agreements concluded with the scheme members;
7. the chairperson shall report the results of the scheme meeting by way of
affidavit to this Honourable Court on Tuesday 3 May 2005 at 10:00 or so
soon thereafter as Counsel may be heard;
8. the report required by this Honourable Court from the chairperson shall
give details of:
8.1 the number and percentage of scheme members present in person at the
scheme meeting;
8.2 the number and percentage of scheme members represented by proxy at
the scheme meeting and, of those, the number and percentage
represented by the chairperson;
8.3 the number of each of their shares;
8.4 any proxies which have been disallowed and the reasons therefor;
8.5 all resolutions passed at the scheme meeting, with particulars of the
number and percentage of votes cast in favour of and against each such
resolution and of any abstentions, indicating how many votes and what
percentage of votes were cast by the chairperson in terms of proxies;
8.6 all rulings made and directions given by the chairperson at the scheme
meeting;
8.7 any relevant documents or reports submitted or tabled at the scheme
meeting that relate to the scheme; and
8.8 the main points of any other proposals which were submitted to the
scheme meeting;
9. the Applicant shall make available (and the notice of the scheme meeting
shall include a statement that it will be so available) at the address
referred to in paragraph 4.3, a copy of the chairperson"s report to this
Honourable Court, to any ordinary shareholder of the Applicant on request,
free of charge, during normal business hours for at least 6 (six) days
prior to the date fixed by this Honourable Court for the chairperson to
report back to it.
By Order of Court
Registrar
Applicant"s attorneys
Vorster Pereira
2nd Floor, 3 Merchant Place
1 Fredman Drive
Sandton, 2196
Tel: 011 884 7170
Fax: 011 884 7178
Ref: Mr Dallas Mason-Jones
Date: 23/03/2005 11:15:07 AM Supplied by www.sharenet.co.za
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