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EOH HOLDINGS LIMITED - Notice of Annual General Meeting: Modification to special resolution numbers 3 and 4

Release Date: 05/02/2014 16:24
Code(s): EOH     PDF:  
Wrap Text
Notice of Annual General Meeting: Modification to special resolution 
numbers 3 and 4

EOH HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/014669/06)
Share code: EOH ISIN: ZAE000071072
(“EOH” or “the Company”)


NOTICE OF ANNUAL GENERAL MEETING: MODIFICATION TO SPECIAL RESOLUTION
NUMBERS 3 AND 4



Shareholders are referred to the notice of Annual General Meeting (“the Notice”) that was distributed to
shareholders on 9 December 2013, which Annual General Meeting (“AGM”) is to be held at 11:00 on
Tuesday, 11 February 2014. For the sake of clarity, Special Resolutions 3 and 4 have been amended. The
amendments to the resolutions are included in {brackets}.

Special resolution number 3: Financial assistance for the subscription of securities

“Resolved that, as a special resolution, in terms of section 44 of the Companies Act, the shareholders of the
Company hereby approve of the Company providing, at any time and from time to time during the period of
two years commencing on the date of this special resolution number 3, financial assistance by way of a loan,
guarantee, the provision of security or otherwise, as contemplated in section 44 of the Companies Act, to
any person {excluding any director or prescribed officer of the Company, or a person related to such director
or prescribed officer} for the purpose of, or in connection with, the subscription for any option, or any
securities, issued by the Company or a related or inter-related company, or for the purchase of any securities
of the Company or a related or inter-related company, provided that:

(i)    the board of directors of the Company ("the Board"), from time to time, determines: (i) the specific
       recipient, or general category of potential recipients of such financial assistance; (ii) the terms and
       conditions under which such financial assistance is provided; and

(ii)   the Board may not authorise the Company to provide any financial assistance pursuant to this special
       resolution number 3 unless the Board meets all those requirements of section 44 of the Companies Act
       which it is required to meet in order to authorise the Company to provide such financial assistance.”

Special resolution number 4: Loans or other financial assistance to {related or inter-related
companies}

“Resolved that, as a special resolution, in terms of section 45 of the Companies Act, the shareholders of the
Company hereby approve of the Company providing, at any time and from time to time during the period of
two years commencing on the date of this special resolution number 4, any direct or indirect financial
assistance (which includes the lending money, guaranteeing a loan or other obligation, and securing debt or
obligation) as contemplated in section 45 of the Companies Act to a related or inter-related company or
corporation {excluding any director or prescribed officer of the Company, or a person related to such director
or prescribed officer} provided that:

(i)    The Board, from time to time, determines: (i) the specific or general category of potential recipients of
       such financial assistance; (ii) the form, nature and extent of such financial assistance; and (iii) the terms
       and conditions under which such assistance is provided, and

(ii)   The Board may not authorise the Company to provide financial assistance pursuant to this Special
       Resolution number 4 unless the Board meets all those requirements of section 45 of the Companies Act
       which it is required to meet in order to authorise the Company to provide such financial assistance.”

The aforementioned modifications will apply to the corresponding explanatory notes set out in the Notice.
Any existing forms of proxy which have been lodged by shareholders in respect of the upcoming annual
general meeting will remain valid, unless revised forms of proxy are lodged in accordance with the
procedures set out in the notice of annual general meeting.

The record date for the Annual General Meeting, being Friday, 31 January 2014, remains unchanged.


Johannesburg
5 February 2014

Sponsor
Merchantec Capital

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