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NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETINGS
Alexander Forbes Preference Share Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 2006/031561/06
Share code: AFP
ISIN number: ZAE000098067
("AF Pref" or “the Company”)
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETINGS
No change statement
Shareholders are advised that the annual financial statements of
AF Pref and Alexander Forbes Equity Holdings Proprietary Limited
for the year ended 31 March 2012 have been distributed to
shareholders on 8 August 2012 and contain no material
modifications to the audited results which were published on SENS
on 13 June 2012. Both annual reports incorporating the respective
notices of annual general meeting have been posted to AF Pref
preference shareholders registered as such on the close of
business on Friday, 27 July 2012.
AF Pref Notice of annual general meeting
Notice is hereby given that the sixth annual general meeting of
members of the Company will be held in the Acacia Board Room, 7th
Floor, Alexander Forbes Place, 61 Katherine Street, Sandown,
Sandton on Friday, 7 September 2012 at 09h00 to transact the
business as stated in the annual general meeting notice forming
part of the annual financial statements. AF Pref preference
shareholders registered as such on the close of business on
Friday, 31 August 2012 will be entitled to attend and vote at this
annual general meeting. Accordingly, the last day to trade for
shareholders to be able to attend and vote at the annual general
meeting is Friday, 24 August 2012. In order to be effective, duly
completed forms of proxy must be received at the office of the
Transfer Secretaries by not later than 09h00 on Thursday, 6
September 2012.
EquityCo notice of annual general meeting
In terms of the Pre-Listing Statement of AF Pref issued on 10 July
2007, the notice of annual general meeting of Alexander Forbes
Equity Holdings Proprietary Limited (“EquityCo”) appears below. It
is noted that AF Pref preference shareholders registered as such
on the close of business on Friday, 31 August 2012 will be
entitled, subject to any applicable provisions of South African
law, and of the EquityCo articles, to instruct AF Pref to exercise
the voting rights, if any, pertaining to the EquityCo ordinary
shares corresponding to their AF Pref preference shares.
Accordingly, the last day to trade for shareholders to be able to
attend and vote at this annual general meeting is Friday, 24
August 2012.
A document entitled Instruction as to Voting Rights, has been
circulated to shareholders with the annual financial statements
and should be lodged with the Company’s transfer secretaries or at
the Company’s registered office on or before 08h30 on Wednesday, 5
September 2012 in order to give AF Pref instructions as to the
exercise of preference shareholders’ voting rights.
Notice is hereby given that the sixth annual general meeting of
members of EquityCo will be held in the Acacia Board Room, 7th
Floor, Alexander Forbes Place, 61 Katherine Street, Sandown,
Sandton on Thursday, 6 September 2012 at 08h30, for the
consideration of the following resolutions, with or without
modification:
ORDINARY RESOLUTION NUMBER 1 – Adoption of Financial Statements
To receive and adopt the audited annual financial statements for
the year ended 31 March 2012, together with the reports of the
directors and auditors.
Copies of the annual financial statements for the preceding
financial year have been distributed to shareholders and are
available on the Company’s website or on request from the Company
Secretary.
ORDINARY RESOLUTION NUMBER 2 – Re-election of Directors
To re-elect, by way of separate resolutions:
2.1 Mr B Petersen
2.2 Mr M Collier, and
2.3 Mr D Ngobeni
to the Board of Directors.
Mr B Petersen retires by rotation at the annual general meeting in
terms of article 85(a) of the Company’s memorandum of
incorporation. Mr M Collier and Mr D Ngobeni retire as Directors
of the Company as they were appointed as Directors during the year
and, in terms of article 89 of the Company’s memorandum of
incorporation, are required to retire at the annual general
meeting. The retiring Directors are eligible and offer themselves
for re-election.
Mr Petersen, Mr Collier and Mr Ngobeni’s curricula vitae appear in
the integrated annual report.
ORDINARY RESOLUTION NUMBER 3 – Appointment of Audit Committee
Members
To elect, by way of separate resolutions, the following
Independent Non-executive Directors as members of the Audit
Committee of EquityCo:
3.1 Dr D Konar (Chairman)
3.2 Mr M Collier, and
3.3 Mr B Petersen.
Dr Konar, Mr M Collier and Mr B Petersen’s curricula vitae appear
in the integrated annual report.
ORDINARY RESOLUTION NUMBER 4 – Appointment of Auditors
To re-appoint the auditors of EquityCo for the ensuing year.
The board recommends that PricewaterhouseCoopers Inc. be
reappointed as external auditors, and that Mr J Grosskopf be
appointed as the designated auditor to hold office for the ensuing
year.
ORDINARY RESOLUTION NUMBER 5 – Non-Binding Advisory Endorsement of
Remuneration Policy
That members endorse, through a non-binding advisory vote,
EquityCo’s remuneration policy, which is included in the
integrated annual report.
SPECIAL RESOLUTION NUMBER 1 – Non-executive Directors’ Fees
To approve the following Directors’ fees with effect from their
approval at the annual general meeting:
1.1 Independent Non-Executive Directors:
Main Subsidia Audit Audit RemCo & Social,
Board ry Committee Committe NomCo Ethics &
Boards Group e Tranform
Subsidia ation
ry Committe
e
Chairper n/a 232 340 406 590 232 340 174 250 87 130
son
406 590 116 170 174 250 116 170 87 130 46 470
Member
1.2 Non-Executive Directors:
Non-Executive directors to receive an annual retainer of R260 805
each.
SPECIAL RESOLUTION NUMBER 2 – Section 45 Inter Group Loans
To resolve that the Company be and is hereby authorised to provide
direct or indirect financial assistance to any related or inter-
related company (as defined in the Companies Act 71 of 2008 (the
“Companies Act”)) of the Company by way of a general authority in
favour of that category of recipients as contemplated in section
45(3)(a)(ii) of the Companies Act, on the terms and conditions and
for amounts that the Board of Directors may determine from time to
time.
8 August 2012
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/08/2012 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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