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Equity Co Notice of Special General Meeting
Alexander Forbes Equity Holdings Proprietary Limited
Registration no. 2006/025226/07 (“the Company”)
NOTICE OF SPECIAL GENERAL MEETING
In terms of the Pre-Listing Statement of Alexander Forbes Preference Share Investments Limited (“AF
Pref”) issued on 10 July 2007, a notice of special general meeting of Alexander Forbes Equity Holdings
(Pty) Ltd (“AFEH”) appears below. It is noted that AF Pref preference shareholders registered as such on
the close of business on Friday, 3 May 2013 will be entitled, subject to any applicable provisions of South
African law, and of the AFEH articles of association, to instruct AF Pref to exercise the voting rights, if
any, pertaining to the AFEH ordinary shares corresponding to their AF Pref Preference Shares. The last
day to trade for shareholders to be able to attend and vote at the special general meeting is Thursday, 25
April 2013. The record date for shareholders entitled to receive notice of this meeting is 5 April
2013.
A document entitled Instruction as to Voting Rights, is attached hereto and should be lodged with the
Company’s transfer secretaries or at the Company’s registered office on or before 16h30 on Tuesday, 7
May 2013 in order to give AF Pref preference shareholders’ instructions as to the exercise of their voting
rights.
Notice is hereby given that a special general meeting of shareholders of the Company will be held in the Table
Mountain Board Room, 7th Floor, Alexander Forbes, 115 West Street, Sandown, Johannesburg on Wednesday, 8
May 2013 at 16h30, (“the special general meeting”) for the consideration and, if deemed fit, passing of the
following resolutions, with or without modification:
SPECIAL RESOLUTION NUMBER 1 – Independent Non-executive Directors’ Fees
To approve the following Independent Non-Executive Directors’ fees in addition to the fees approved at the
Annual General Meeting held on 6 September 2012:
Independent Non-Executive Director Fees
Retail Sub- Ad Hoc Sub-
Committee Committees
Chairperson 164 388 164 388
Member 87 130 87 130
Reason for and effect of Special Resolution Number 1
The reason for, and effect of, special resolution number 1, is to authorise the Company to pay fees to its
Independent Non-Executive Directors for services as Directors of the Retail Sub-Committee and any sub-
committees formed for special purposes.
Resolution approval threshold
In order for special resolution number 1 to be adopted by shareholders, it must be supported by at least 75%
(seventy five per cent) of the votes which shareholders present or represented by proxy at the meeting are
entitled to cast.
SPECIAL RESOLUTION NUMBER 2 – Memorandum of Incorporation
To resolve that the Company adopt as its new Memorandum of Incorporation (“MoI”) the proposed MoI attached
hereto as Appendix A, it being agreed that the new MoI will apply in substitution for and to the exclusion of the
Company’s existing Memorandum of Association and Articles of Association.
Reason for and effect of Special Resolution Number 2
The reason for special resolution number 2 referred to above, is to enable the Company to adopt a new MoI in
line with the Companies Act 71 of 2008. The effect will be that the new MoI will replace the Company’s existing
Memorandum of Association and Articles of Association in their entirety.
Resolution approval threshold
In order special resolution number 2 to be adopted by shareholders, it must be supported by at least 75%
(seventy five per cent) of the votes which shareholders present or represented by proxy at the meeting are
entitled to cast.
ORDINARY RESOLUTION NUMBER 1 – General Enabling Resolution
That subject to the approval of Special Resolutions 1 and/or 2, above, to resolve that any director of the company
be authorised to complete any document or do any such thing necessary in order to give effect to Special
Resolution 1 and/or 2, above.
Reason for and effect of Ordinary Resolution Number 1
The reason for the ordinary resolution is to empower individuals to complete the necessary formalities in respect
of the implementation of Special Resolutions 1 and 2.
Resolution approval threshold
In order for the resolution to be adopted by members, it must be supported by at least 50% (fifty per cent) of the
votes which members present or represented by proxy at the meeting are entitled to cast.
This Notice of special general meeting (“Notice”) and the new MoI have been made available on the Company’s
website www.alexanderforbes.co.za and hard copies have been posted to certificated AF Pref shareholders and
to those AF Pref shareholders who have elected to receive correspondence. A copy of the new MoI will be
available for inspection at the Company’s head office, whose address appears below, from the time of the
publication of this Notice until the date of the special general meeting, being Wednesday, 8 May 2013. Notices
will be posted to AF Pref shareholders on 10 April 2013.
By order of the Board
J E Salvado
Company Secretary
9 April 2013
Registered Office
115 West Street
Sandown
Sandton
INSTRUCTION AS TO VOTING RIGHTS
For use with reference to Alexander Forbes Preference Share Investments Limited’s (“AF Pref”) voting rights at
the special general meeting of shareholders of Alexander Forbes Equity Holdings Proprietary Limited (“the
Company”), to be held in the Table Mountain Board Room, 7th Floor, Alexander Forbes, 115 West Street,
Sandown, Sandton on Wednesday, 8 May 2013 at 16h30.
I/We
of (address)
being the holder/holders of
preference shares in the share capital of AF Pref, do hereby instruct AF Pref to vote as follows at the Company’s
special general meeting:
Number of votes (one vote per share)
Resolution Subject In favour Against Abstain
Special resolution number 1 Independent Non-Executive Directors’ Fees
Special resolution number 2 Memorandum of Incorporation
Ordinary resolution number 1 General Enabling Resolution
Signed at on _______________________________ 2013
Signature
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