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CIL - Consolidated Infrastructure Group Limited - Resolutions of the

Release Date: 18/10/2011 09:00
Code(s): CIL
Wrap Text

CIL - Consolidated Infrastructure Group Limited - Resolutions of the shareholders of Consolidated Infrastructure under Section 60 of the Companies Act, 2008 Consolidated Infrastructure Group Limited (Incorporated in the Republic of South Africa) (Registration number 2007/004935/06) Share code: CIL ISIN: ZAE000153888 ("Consolidated Infrastructure" or the "company") RESOLUTIONS OF THE SHAREHOLDERS OF CONSOLIDATED INFRASTRUCTURE UNDER SECTION 60 OF THE COMPANIES ACT, 2008 Shareholders are advised that the board of directors of Consolidated Infrastructure ("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 Consolidated Infrastructure 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 the portion of the directors` remuneration approved at the company`s Annual General Meeting held on 15 April 2011 for the financial year ended 31 August 2010 in terms of the relevant provisions applicable at the time but which have not been paid since 1 May 2011, being the commencement date of the Act; 3. the payment of remuneration to the directors of Consolidated Infrastructure for their services as directors in terms of section 66 of the Act in respect of the financial year ended 31 August 2011; and 4. an annual increase not exceeding 10% of the directors` rates payable by the company to the directors for their services as directors for a period of 2 (two) years from the date of the passing of such resolution, (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 Consolidated Infrastructure has determined by resolution that the proposed special resolutions be considered by the shareholders of Consolidated Infrastructure 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 Consolidated Infrastructure yesterday, 17 October 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 Consolidated Infrastructure`s website www.ciglimited.co.za from Wednesday, 19 October 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 Computershare Investor Services (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: Ground Floor, 70 Marshall Street, Johannesburg 2001; 2.2 postal address: Computershare Investor Services (Proprietary) Limited, PO Box 61051, Marshalltown 2107; and/or 2.3 fax: +27 11 688 5238. 3. Where a shareholder has received the shareholder letter attaching the proposed 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 24 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. 18 October 2011 Corporate advisor, legal advisor and sponsor Java Capital Date: 18/10/2011 09:00:02 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.

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