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Notice of general meeting of shareholders
ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/07)
("Alexander Forbes" or "the Company")
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
(AND CLASS MEETING OF ORDINARY SHAREHOLDERS)*
IMPORTANT: This notice has been posted to certificated AF Pref shareholders and to those AF Pref
shareholders who have elected to receive correspondence. The record date for shareholders entitled to
receive notice of this meeting is Friday, 27 December 2013.
In terms of the Pre-Listing Statement of Alexander Forbes Preference Share Investments Limited
(AF Pref) issued on 10 July 2007, a notice of a general meeting of shareholders of AF Equity appears
below. It is noted that AF Pref preference shareholders registered as such on the close of business on
Friday, 10 January 2014 will be entitled, subject to any applicable provisions of South African law, and
of the AF Equity Memorandum of Incorporation, to instruct AF Pref to exercise the voting rights, if
any, pertaining to the AF Equity ordinary shares corresponding to their AF Pref preference shares.
A document entitled Form of 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 by close of business on
Friday, 17 January 2014 to enable the exercise of those voting rights.
Notice is hereby given in terms of the Company's Memorandum of Incorporation and the Companies Act,
2008, as amended (Companies Act) that a 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 at
14h00 on Monday, 20 January 2014, (the general meeting) for the consideration and, if deemed fit, to pass,
with or without modification, the resolutions set out below.
The general purpose of this meeting is outlined in the report prepared by the board of directors of
the Company in accordance with Regulation 31(7) of the Companies Regulations, 2011 (Regulations)
circulated with this notice which requires your careful consideration.
IT IS PROPOSED THAT THE FOLLOWING RESOLUTIONS BE PASSED:
SPECIAL RESOLUTION NUMBER 1
IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, following the shareholders' consideration of the report
prepared by the board of directors of the Company in accordance with Regulation 31(7) of Regulations, and
in accordance with Regulations 31(6)(b)(i) and 31(6)(b)(ii) of the Regulations:
(i) all of the authorised ordinary shares of the Company, consisting of 700 000 000 (seven hundred million)
ordinary par value shares of R0.01 each be and are hereby converted into 700 000 000 (seven hundred
million) ordinary no par value shares; and
(ii) all of the issued ordinary shares of the Company, being 377 358 491 (three hundred and seventy seven
million, three hundred and fifty eight thousand, four hundred and ninety one) ordinary par value
shares of R0.01 each be and are hereby converted into 377 358 491 (three hundred and seventy seven
million, three hundred and fifty eight thousand, four hundred and ninety one) ordinary no par value
shares,
such that, save as to par or nominal value, each of the ordinary no par value shares shall have the same
rights and rank pari passu in all respects with each of the existing ordinary shares having a par value of
R0.01 each, and that the Company's Memorandum of Incorporation be and is hereby amended accordingly.
This resolution requires the support of at least 75% of the voting rights exercised on the resolution in terms
of the Companies Act and of a Special Majority of Shareholders in terms of the Company's Memorandum of
Incorporation.
SPECIAL RESOLUTION NUMBER 2
IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, subject to the passing of Special Resolution Number 1,
the number of authorised ordinary shares of the Company, consisting of 700 000 000 (seven hundred million)
ordinary shares, be and is hereby increased by the creation of 1 800 000 000 (one billion, eight hundred
million) additional ordinary shares, so as to result in the total number of authorised ordinary shares of the
Company being 2 500 000 000 (two billion, five hundred million) ordinary shares, and that the Company's
Memorandum of Incorporation be and is hereby amended accordingly.
This resolution requires the support of at least 75% of the voting rights exercised on the resolution in terms
of the Companies Act and of a Special Majority of Shareholders in terms of the Company's Memorandum of
Incorporation.
SPECIAL RESOLUTION NUMBER 3
IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, subject to the passing of Special Resolution Numbers 1 and 2, clause
3.1 of the Company's Memorandum of Incorporation be and is hereby amended in terms of section 16(1)(c) (read with
regulation 31 of the Regulations and section 36(2)(a) of the Companies Act) by deleting the following words and table:
3.1 Shares
(1) The Company is authorised to issue the following Shares:
Number Class
700 000 000 ordinary shares
600 000 000 non-convertible redeemable "A" Preference Share
45 000 000 non-convertible redeemable "B" Preference Share
and replacing them with the following words and table:
3.2 Shares
(1) The Company is authorised to issue the following Shares:
Number Class
2 500 000 000 Ordinary Shares of no par value
600 000 000 non-convertible redeemable "A" Preference Shares
45 000 000 non-convertible redeemable "B" Preference Shares
This resolution requires the support of at least 75% of the voting rights exercised on the resolution in terms of the Companies
Act and of a Special Majority of Shareholders in terms of the Company's Memorandum of Incorporation.
SPECIAL RESOLUTION NUMBER 4
IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, all of the Company's authorised but unissued shares be and are
hereby placed under the control of the directors of the Company who are authorised to issue those shares at their discretion
for purposes of any capital restructuring of the Alexander Forbes group and that any such issue of shares be and is hereby
approved in terms of section 41 of the Companies Act.
This resolution requires the support of at least 75% of the voting rights exercised on the resolution in terms of the Companies
Act and of a Special Majority of Shareholders in terms of the Company's Memorandum of Incorporation.
ORDINARY RESOLUTION NUMBER 1
IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT any one or more of the directors or officers of the Company be
and are hereby authorised to do all such things and to execute all such other documents as may be necessary or incidental
to give effect to the resolutions set out above. Any and all actions already taken with regard to any of the above resolutions
be and are hereby ratified and approved to the extent necessary and permitted by law.
This resolution requires the support of a majority of the voting rights exercised on the resolution.
Notes:
*Conversion of par value shares to no par value shares:
Regulations 31(6)(b)(i) and 31(6)(b)(ii)
For the conversion of par value shares to no par value shares, the
Companies Act read with Regulations 31(6)(b)(i) and 31(6)(b)(ii) of
the Regulations is required to be approved by a special resolution
adopted by the class of shares affected by the proposed conversion
and by a further special resolution adopted at a meeting of the
Company's shareholders called for that purpose.
Since the Company's ordinary shares are:
(i) the only class of shares affected by the proposed conversion; and
(ii) the only class of shares which confers a general right to receive
notice of, attend or vote, either in person or by proxy, at any
general meeting of the Company,
the general meeting constitutes both a general meeting of the
Company's shareholders and a class meeting of the Company's
ordinary shareholders and therefore the adoption of Special
Resolution Number 1 at the general meeting satisfies the
requirements of Regulations 31 (6)(b)(i) and 31 (6)(b)(ii).
Proxy appointment
Shareholders are entitled to appoint a proxy to exercise all or any of
their rights to attend, speak and vote on their behalf at the meeting.
A shareholder may appoint more than one proxy, provided that each
proxy is appointed to exercise the rights attached to a different share
or shares held by that shareholder. A proxy need not be a shareholder
of the Company. A form of proxy, which may be used to make such
appointment and give proxy instructions, accompanies this notice of
the general meeting.
To be valid, any form of proxy or other instrument appointing a
proxy must be received by post or (during normal business hours
only) at the registered office of the Company, in each case, so as to be
received not less than twenty four hours before the general meeting
is due to start.
The return of a completed form of proxy will not prevent a shareholder
of the Company from attending the general meeting and voting in
person if he wishes to do so.
Record date and entitlement to attend and vote
The record date for purposes of section 59 of the Companies Act,
2008 (the Companies Act), being the date on which shareholders
must be recorded as such in the share register of the Company
for the purposes of determining which shareholders are entitled
to attend and vote at the shareholders' meeting, shall be Friday,
10 January 2014.
In terms of the Companies Act and the Company's existing
Memorandum of Incorporation, each registered holder of an ordinary
share will have the right to vote in connection with a matter to be
considered at the general meeting.
Electronic participation
Should a shareholder (or a proxy for a shareholder) wish to
participate in the meeting by way of electronic participation, that
shareholder should advise the Company at least one business day
prior to the meeting in order for the Company or its secretaries to
provide the shareholder (or its representative proxy) with details on
how to access any electronic participation.
Identification
Shareholders are entitled to attend, speak and vote at the general
meeting. In terms of Section 63(1) of the Companies Act, before any
person may attend or participate in the general meeting, that person
must present reasonably satisfactory identification and the person
presiding at the general meeting must be reasonably satisfied that
the right of the person to participate and vote at the general meeting,
either as a shareholder, or as a proxy for a shareholder, has been
reasonably verified. Forms of identification include the presentation
of a valid identity document or passport.
Documents available for inspection
A copy of the Company's existing Memorandum of Incorporation
and this notice of the Company's general meeting have been made
available on the Company's website www.alexanderforbes.co.za
and will be available for inspection at the registered offices of the
Company during normal business hours on any business day
(excluding public holidays) from the date of this notice of the general
meeting until the close of the general meeting.
By order of the Board
J E Salvado
Company Secretary
Date: 6 January 2014
Registered Office
115 West Street
Sandown
Sandton
ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/07)
("Alexander Forbes" or "the Company")
FORM OF INSTRUCTION AS TO VOTING RIGHTS
FOR COMPLETION BY AF PREF PREFERENCE SHAREHOLDERS ONLY
For use with reference to Alexander Forbes Preference Share Investments Limited's ("AF Pref") voting rights
at the 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 at 14h00 on Monday, 20 January 2014.
I/WE (Full names in BLOCK LETTERS please)
of (insert address)
being the holder(s) of preference shares in the share
capital of AF Pref, do hereby instruct AF Pref to vote as follows at the Company's general meeting:
FOR AGAINST ABSTAIN
Special Resolution Number 1 – Conversion of par value shares
Special Resolution Number 2 – Increase of authorised ordinary shares
Special Resolution Number 3 – Amendment of MOI
Special Resolution Number 4 – Authority to issue shares
Ordinary Resolution Number 1 – Authority to implement resolutions
Signed at on 2014
Signature
Name
Capacity
Sponsor
Rand Merchant Bank
6 January 2014
ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/07)
("Alexander Forbes" or "the Company")
FORM OF PROXY
If you wish to appoint a proxy to act on your behalf at the general meeting of ordinary shareholders and
preference shareholders of AF Pref to be held in the Table Mountain Board Room, 7th Floor, Alexander Forbes,
115 West Street, Sandown, Johannesburg at 14h00 on Monday, 20 January 2014 (the general meeting) and
at any adjournment or postponement thereof, please complete and return this form of proxy.
I/WE (Full names in BLOCK LETTERS please)
of (insert address)
being the holder(s) of ordinary shares, hereby appoint:
1. or failing him/her
2. or failing him/her
3. the chairman of the Company or failing him or her the chairman of the general meeting as my/our proxy to:
participate in, and speak and vote for me/us at the general meeting and at any adjournment thereof.
Please indicate with an "X" the instructions to your proxy in the spaces provided below. In the absence of such
indication the proxy will be entitled to exercise his/her discretion in voting.
FOR AGAINST ABSTAIN
Special Resolution Number 1 – Conversion of par value shares
Special Resolution Number 2 – Increase of authorised ordinary shares
Special Resolution Number 3 – Amendment of MOI
Special Resolution Number 4 – Authority to issue shares
Ordinary Resolution Number 1 – Authority to implement resolutions
Signed at on 2014
Signature
Name
Capacity
Sponsor
Rand Merchant Bank
6 January 2014
Date: 06/01/2014 04:11:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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