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WNH - Winhold Limited - Extraordinary General Meeting WINHOLD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share Code: WNH ISIN: ZAE000033916 ("the company") EXTRAORDINARY GENERAL MEETING NOTICE OF MEETING Notice is hereby given that an extraordinary general meeting of shareholders of the Company will be held in the Winhold boardroom, 884 Linton Jones Street, Industries East, Germiston, 1401 on Wednesday 31 August 2011 at 09h30. PURPOSE OF MEETING The purpose of this meeting is to consider and, if deemed fit, to pass, with or without modification, the resolutions set out below. SPECIAL RESOLUTION NUMBER 1 - Financial assistance to related or inter- related entities to the Company The board of directors is authorized, in terms of and subject to the provisions of section 45 of the Companies Act, No. 71 of 2008, as amended ("Companies Act"), to cause the Company to provide financial assistance to any company or corporation that is related or inter-related to Winhold. Reason for and effect of this Resolution Special resolution number 1 is required in terms of section 45 of the Companies Act to grant the directors of the Company the authority to cause the Company to provide financial assistance to any entity which is related or inter-related to the Company, and it will have this effect. This special resolution does not authorize the provision of financial assistance to a director or prescribed officer of the Company. Voting Rights In order for this special resolution number 1 to be adopted, the support of at least 75% (seventy five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required. The quorum for the meeting is 25% (twenty-five per cent) of the issued share capital of the Company. SPECIAL RESOLUTION NUMBER 2 - Financial assistance for subscription of securities to related or inter-related entities to the Company The board of directors is authorized, in terms of and subject to the provisions of section 44 of the Companies Act, to cause the Company to provide financial assistance for the subscription or purchase of securities to any company or corporation that is related or inter-related to Winhold. Reason for and effect of this Resolution Special resolution number 2 is required in terms of section 44 of the Companies Act to grant the directors of the Company the authority to cause the Company to provide financial assistance for the subscription of securities to any entity which is related or inter-related to the Company, and it will have this effect. This special resolution does not authorise the provision of financial assistance to a director or prescribed officer of the Company. Voting Rights In order for this special resolution number 2 to be adopted, the support of at least 75% (seventy five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required. The quorum for the meeting is 25% (twenty-five per cent) of the issued share capital of the Company. By order of the board. G J O`Connor Company Secretary Germiston 10 August 2011 Sponsor Arcay Moela Sponsors (Proprietary) Limited Date: 10/08/2011 10:56:44 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
