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Adjournment of meeting
Investec Bank Limited
Incorporated in the Republic of South Africa
Registration number 1969/004763/06
JSE share code: INLP
ISIN: ZAE123000048393
ADJOURNMENT OF THE CLASS MEETING OF HOLDERS OF INVESTEC BANK LIMITED’S NON-
REDEEMABLE, NON-CUMULATIVE, NON-PARTICIPATING PREFERENCE SHARES
Holders of Investec Bank Limited ("Investec Bank") non-redeemable, non-cumulative, non-participating
preference shares ("Perpetual Preference Shares") are notified that the class meeting held today, Thursday,
02 August 2012 at 10:30, was adjourned due to the quorum requirements for the meeting not being met.
The adjourned class meeting will take place on Friday, 10 August 2012 at 10:30 at the registered office of
nd
Investec Limited, 2 floor, 100 Grayston Drive, Sandown, Sandton 2196 to consider, and if deemed fit, pass,
with or without modification, the resolution below, to be passed as if it were a special resolution.
Resolution no. 1: Amendment to the existing Memorandum of Incorporation
Resolved that:
• Article 150 of the existing Memorandum of Incorporation of Investec Bank Limited be amended in terms
of and pursuant to the provisions of section 16(5)(b) of the Companies Act, No. 71 of 2008, as
amended, as follows:
(a) the deletion of the existing article 150.1.9 and the replacement thereof with the following new
article 150.1.9:
“150.1.9 "preference dividend rate" means, in respect of any preference dividend payable by
the company on any preference dividend payment date –
150.1.9A: to the extent to which the company has STC credit which equals or exceeds the
whole or any part of such preference dividend, then that portion of the preference
dividend in respect of which the company has STC credit shall be calculated in
accordance with Article 150.2.4 at a rate that will not exceed 75% (seventy five per
cent) of the prime rate; or
150.1.9B: to the extent to which the company does not have STC credit which equals such
preference dividend, then that portion of the preference dividend in respect of which
the company has insufficient STC credit shall be calculated in accordance with
Article 150.2.4 at a rate that will not exceed 83.33% (eighty three point three three
per cent) of the prime rate, in each case with the prime rate being used as a rate of
reference;”
(b) by the insertion of the following new article 150.1.10A immediately after article 150.1.10:
“150.1.10A: “STC credit" means an amount determined in terms of section 64J(2) of the Income
Tax Act.”,
(c) by the deletion of the existing article 150.2.7 in its entirety.
The reason and effect of this resolution no. 1 is to allow for the gross-up of the dividend rate payable to
the holders of the non-redeemable, non-cumulative, non-participating preference shares of Investec
Bank Limited following the implementation of Dividend Tax which came into effect in South Africa on 01
April 2012.
The Investec Bank ordinary shareholder approved the equivalent resolution at Investec Bank’s Annual
General Meeting held today, 02 August 2012, but in order to be effective requires the approval by the
holders of the Perpetual Preference Shares at the adjourned class meeting, as if it were a special
resolution, and the directors of Investec Bank recommend that you vote in favour hereof.
London and Johannesburg
02 August 2012
Sponsor:
Investec Bank Limited
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