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ALEXANDER FORBES PREF SHARE INV LTD - No change statement and notice of annual general meetings

Release Date: 18/07/2013 07:05
Code(s): AFP     PDF:  
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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 2013 have been distributed to
shareholders on 28 June 2013 and contain no material modifications
to the audited results which were published on SENS on 19 June
2013. Both documents 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, 21 June 2013. A copy is also available on the company’s
website on www.alexanderforbes.co.za.


AF Pref Notice of annual general meeting
Notice is hereby given that the seventh annual general meeting of
members of the Company will be held in the Table Mountain Board
Room, 7th Floor, Alexander Forbes, 115 West Street, Sandown,
Johannesburg on Friday, 13 September 2013, 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, 6 September 2013 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, 30 August 2013. 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, 12 September 2013.

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 members registered as such on the
close of business on Friday, 6 September 2013 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. The last day to
trade for members to be able to attend and vote at the annual
general meeting is Friday, 30 August 2013. The record date for
shareholders entitled to receive notice of this meeting is 21 June
2013.
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,
11 September 2013 in order to give AF Pref instructions as to the
exercise of preference shareholders’ voting rights.

Notice is hereby given that the seventh annual general meeting of
members of EquityCo will be held in the Table Mountain Board Room,
7th Floor, Alexander Forbes, 115 West Street, Sandown,
Johannesburg on Thursday, 12 September 2013 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 2013, 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 RESOLUTIONS NUMBERED 2.1 AND 2.2 – Re-election of
Directors

To re-elect, by way of separate resolutions, the following
independent directors of EquityCo:
2.1 Mr M Collier, and
2.2 Mr H Meyer
to the board of directors.

Mr H Meyer and Mr M Collier retire by rotation at the annual
general meeting in terms of clause 6.1(10) of EquityCo’s
memorandum of incorporation. The retiring directors are eligible
and offer themselves for re-election.

Mr H Meyer and Mr M Collier’s brief biographies appear in the
integrated annual report.

The Nominations Committee recommends the candidates for favourable
consideration by members at the annual general meeting.


ORDINARY RESOLUTIONS NUMBERED 3.1 TO 3.3 – 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.

Brief biographies of Dr Konar, Mr M Collier and Mr B Petersen
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      246 280    430 985     246 280    184 705    92 360
son
              430 985    123 140    184 705     123 140    92 360    49 260
Member



              Retail    Ad-hoc
               Sub-    committ
             committ      ees
                ee
Chairpers    174 251   174 251
on
             92 358     92 358
Member




1.2      Non-Executive Directors:
Non-Executive directors to receive an annual retainer of R292 766
each.

SPECIAL RESOLUTION NUMBER 2 – Section 45 Inter Group Loans

To resolve that EquityCo 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 EquityCo 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.


17 July 2013
Sandton

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 18/07/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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