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Annual General Meeting and Adoption of new Memorandum of Incorporation
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(“Truworths” or “the Group”)
Annual General Meeting
Adoption of new Memorandum of Incorporation
The notice of the Truworths annual general meeting to be held on 8 November 2012 was
included in the Group’s 2012 integrated annual report, which was issued and mailed on
28 September 2012. Shareholders will have noted that item 10 in this notice proposes a new
Memorandum of Incorporation for Truworths, for adoption by shareholders at the meeting.
Salient features of the new Memorandum of Incorporation were appended to the notice and
the full document has been available for inspection on our website or on request since that
date.
In line with the JSE Limited (“JSE”) Listings Requirements and the King III Code, Truworths
had provided in its proposed new Memorandum of Incorporation for one third of the non-
executive directors to retire by rotation and offer themselves for re-election at each annual
general meeting.
In response to the recommendation of an advisory firm, Truworths has decided to amend the
proposed new Memorandum of Incorporation to provide that both executive and non-
executive directors should be subject to the annual retirement and re-election requirements.
The amended proposed new Memorandum of Incorporation which sets out these revised
requirements in clause 5.1.10 has been approved by the JSE, has been posted on the
Truworths website and is available on request from the company secretary at the company’s
registered office.
Shareholders are accordingly requested to support the proposed annual general meeting
resolution for the adoption of Truworths’ amended proposed new Memorandum of
Incorporation.
Truworths encourages participation by shareholders in the voting at the annual general
meeting, and advises them to make the necessary arrangements timeously to attend or be
represented at the meeting and, where required, to furnish voting instructions to their CSDP
or broker in good time. The record date for the purposes of participating and voting at the
annual general meeting is Friday 2 November 2012.
In order for forms of proxy (which are contained in the Group's 2012 integrated annual report)
to be valid for the purposes of the meeting, they are required to be lodged at the offices of
Truworths' transfer secretaries, Computershare Investor Services (Pty) Limited, 70 Marshall
Street, Johannesburg, South Africa (or mailed to be received by them at P O Box, 61051,
Marshalltown, 2107, South Africa) by no later than 24 hours before the appointed time of the
meeting.
By order of the board
Chris Durham
Company Secretary
25 October 2012
Sponsor in South Africa
One Capital
Sponsor in Namibia
Old Mutual Investment Services (Namibia) (Pty) Ltd
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