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KDV - Kaydav Group Limited - Resolutions of the shareholders of Kaydav
under section 60 of the companies Act, 2008
Kaydav Group Limited
(Incorporated in the Republic of South Africa)
Registration number 2006/038698/06
Share code: KDV ISIN: ZAE000108940
("Kaydav" or the "company")
RESOLUTIONS OF THE SHAREHOLDERS OF KAYDAV UNDER SECTION 60 OF THE
COMPANIES ACT, 2008
Shareholders are advised that the board of directors of Kaydav ("the
board" or the "directors") has resolved (in terms of section 65(2) of the
Companies Act, 2008 ("Act")) to propose special resolutions relating to -
1. the provision of financial assistance (as defined in the Act) to a
related company (as defined in the Act) or an inter-related company
(as defined in the Act) in terms of section 45 of the Act, as Kaydav
will be required from time to time to provide financial assistance
to its subsidiaries and certain other companies and corporations as
contemplated in terms of section 45(2) of the Act, in order for the
company and its subsidiaries to carry on business;
2. the payment of remuneration to Kaydav`s directors for their services
as directors in terms of section 66 of the Act, as Kaydav has
historically (prior to the Act becoming effective) paid remuneration
to its directors for their services as directors; and
3. the annual increase of remuneration payable to Kaydav`s directors
for their services as directors not exceeding 15% for a period of 2
(two) years,
(the "proposed special resolutions") for consideration by written consent
of shareholders in terms of section 60 of the Act.
In terms of section 60 of the Act, a resolution that could be voted on at
a shareholders meeting may instead be submitted for consideration to the
shareholders entitled to exercise voting rights in relation to the
resolution, and be voted on in writing by shareholders entitled to
exercise voting rights in relation to the resolution, within 20 (twenty)
business days after the resolution was submitted to them.
Section 60(2) of the Act further provides that a resolution contemplated
in section 60(1) of the Act will have been adopted if it is supported by
persons entitled to exercise sufficient voting rights for it to have been
adopted as an ordinary or special resolution, as the case may be, at a
properly constituted shareholders meeting, and if adopted such resolution
will have the same effect as if it had been approved by voting at a
meeting.
Section 65(2) of the Act provides that the board may propose any
resolution to be considered by shareholders, and may determine whether
that resolution will be considered at a meeting, or by vote or written
consent in terms of section 60 of the Act. The board of Kaydav has
determined by resolution that the proposed special resolutions be
considered by the shareholders of Kaydav by written consent in terms of
section 60 of the Act.
A letter together with the proposed special resolutions and a form of
written consent ("the shareholder letter") was distributed to
shareholders of Kaydav yesterday, 26 September 2011, which letter sets
out the detailed action required to be taken by shareholders in respect
of proposed special resolutions.
The shareholder letter will also be available to be viewed on Kaydav`s
website www.kaydav.co.za from tomorrow, 28 September 2011.
In regard to the action required by shareholders, the following should be
noted:
1. Shareholders who have dematerialised their shares (other than own-
name dematerialised shareholders) in terms of the Securities
Services Act, 2004 should advise their Central Securities Depository
Participant ("CSDP") or broker as to what action they wish to take.
This must be done in terms of the agreement entered into between
them and their CSDP or broker. Shareholders who have dematerialised
their shares (other than own-name dematerialised shareholders) must
not return the form of written consent, set out in annexure 2 of the
shareholder letter ("written consent"), to the transfer secretaries
being Link Market Services South Africa (Proprietary) Limited. Their
instructions must be sent to their CSDP or broker for action;
2. Certificated shareholders and own-name dematerialised shareholders
may indicate, by the insertion of the relevant number of votes
exercisable by that shareholder in the appropriate box provided on
the form of written consent, how they cast their votes in relation
to the relevant proposed special resolutions. Please return a copy
of the completed and signed written consent to the transfer
secretaries within 20 (twenty) business days of the date of receipt
thereof at any one of the following addresses:
2.1 physical address: 13th Floor, Rennie House, 19 Ameshoff Street,
Braamfontein, 2001;
2.2 postal address: Link Market Services South Africa (Proprietary)
Limited, PO Box 4844, Johannesburg, 2000;
2.3 fax: +27 86 674 2450; and/or
2.4 email: meetfax@linkmarketservices.co.za.
3. Where a shareholder has received the shareholder letter attaching
the Special Resolutions by means of fax such shareholder is deemed
to have received the documents on the date and at the time recorded
by the fax receiver, unless there is conclusive evidence that it was
delivered on a different date or at a different time.
4. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by means of electronic mail such
shareholder is deemed to have received the documents on the date and
at the time recorded by the computer used by the sender, unless
there is conclusive evidence that it was delivered on a different
date or at a different time.
5. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by means of registered post such
shareholder is deemed to have received the documents on the 7th
(seventh) day following the day on which the notice or document was
posted as recorded by a post office, unless there is conclusive
evidence that it was delivered on a different day.
6. Where a shareholder has received the shareholder letter attaching
the proposed special resolutions by hand, in the case of a natural
person or in the case of a company or body corporate, by hand to a
responsible employee, at its registered office or its principal
place of business within the Republic of South Africa, then such
shareholder is deemed to have received the documents on the date and
at the time recorded on the receipt for delivery, unless there is
conclusive evidence that it was delivered on a different date or at
a different time.
The directors of the company have resolved that the record date for
determining which shareholders are entitled to vote on the proposed
special resolutions in terms of the written consent, shall be 3 October
2011, being the 7th (seventh) day following the date on which the
shareholder letter was posted by registered post to shareholders of the
company.
27 September 2011
Corporate advisor, legal advisor and sponsor
Java Capital
Date: 27/09/2011 14:50:03 Supplied by www.sharenet.co.za
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