ELB GROUP LIMITED - Posting of circular and notice of general meeting

Posting of circular and notice of general meeting

ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
Share code: ELR     ISIN: ZAE000035101
(“ELB Group”)

POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

INTRODUCTION

Shareholders are referred to the firm intention announcement released on SENS on 2 December
2013 and published in the press on 3 December 2013 read with the announcement relating to the
pro forma financial effects of the firm intention released on SENS on 6 February 2014 and
published in the press on 7 February 2014 (“Firm Intention Announcement”), in connection with
the firm offer by ELB Group in terms of which ELB Group offered to acquire, either itself or through
one of its subsidiaries, the entire issued ordinary share capital of B&W Instrumentation and
Electrical Limited (“B&W”), excluding the B&W ordinary shares held by B&W subsidiaries
("Proposed Transaction") and the parties’ intention to terminate the listing of B&W on the AltX of
the JSE Limited should the Proposed Transaction be implemented.

As one of the Scheme Conditions Precedent to the Proposed Transaction, the shareholders of ELB
Group are required in terms of an ordinary resolution to be passed at a separate ELB Group
shareholders’ meeting convened to be held before the Scheme Meeting, to put the requisite
number of authorised but unissued shares in ELB Group (“ELB Group Shares”) under the authority
of the directors to enable them to issue the ELB Group Shares in discharge of the Scheme
Consideration, once the Scheme has been approved by the requisite majority of B&W
Shareholders at the Scheme Meeting and is implemented. The resolution if adopted will give the
directors of ELB Group the authority to issue the additional 1 964 527 ELB Group Shares to Scheme
Participants.

Words and phrases defined in the Firm Intention Announcement will have the same meanings in
this announcement, unless expressly indicated otherwise.

POSTING OF CIRCULAR

A circular to ELB Group shareholders (“Circular”), including a notice of general meeting
incorporating the above-mentioned resolution, has been posted today, 13 February 2014. The
purpose of the circular is to furnish shareholders with information relating to the proposed
resolution and to convene a general meeting, due to be held on Friday, 14 March 2014.

NOTICE OF GENERAL MEETING

A general meeting of ELB Group shareholders will be held at 08:30 on Friday, 14 March 2014, in the
Board Room, ELB Engineering Services Proprietary Limited, 345 Rivonia Road, Rivonia, Sandton,
2196, for the purpose of considering and, if deemed fit, passing with or without modification, the
resolutions set out in the notice of shareholders’ meeting which is attached to and forms part of
the Circular.

SALIENT DATES AND TIMES
                                                                                           2014
Record date for determining which shareholders are eligible to receive
the Circular                                                                 Friday, 7 February
Last day to trade in order to be eligible to vote                           Friday, 28 February
Record date for determining which shareholders are entitled to vote             Friday, 7 March
Last day for receipt of proxy forms for the General Meeting by 08:30 on     Wednesday, 12 March
General Meeting to be held at 08:30 on                                         Friday, 14 March
Results of the General Meeting released on SENS on                             Friday, 14 March

Notes:
1. The above dates and times are South African and are subject to change. Any change will be
released on SENS and published in the press.

2. If the general meeting is adjourned or postponed, forms of proxy must be received by no later
than 48 hours prior to the time of the adjournment or postponed general meeting (excluding
Saturdays, Sundays and official South African public holidays).

Boksburg
13 February 2014

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

Legal adviser
Brink Falcon Hume Inc.

Date: 13/02/2014 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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