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JSE LIMITED - Notice of amendments to resolutions to be tabled at the ninth Annual General Meeting of shareholders

Release Date: 22/04/2014 07:30
Code(s): JSE     PDF:  
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Notice of amendments to resolutions to be tabled at the ninth Annual General Meeting of shareholders

JSE Limited
(Registration number 2005/022939/06)
(Incorporated in the Republic of South Africa)
Share code: JSE
ISIN: ZAE000079711
("JSE" or "Group" or "the Company")

NOTICE OF AMENDMENTS TO RESOLUTIONS TO BE TABLED AT
THE NINTH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Annual general meeting to be held at 13:30 on Thursday, 8 May 2014 at One Exchange Square, 2 Gwen Lane,
Sandown

This Notice of amendments is important and requires your attention.

The JSE has determined that changes should be effected to the text of Special Resolution 1 and Special Resolution 2, as previously
circulated to shareholders as part of the original AGM Notice. In the interests of clarity and ease of understanding, the JSE is
withdrawing the existing Special Resolutions 1 and 2, and hereby gives notice of a new Special Resolution 7.

Special Resolution 7 seeks to restrict the scope of the general authority to be granted by shareholders in respect of financial
assistance to those commercial and financing activities that are undertaken in the normal course of business and to exclude
from its scope the general provision of financial assistance to directors and officers. This new Special Resolution 7 does not
affect in any way the separate and specific authority to be granted by shareholders in respect of financial assistance for the JSE's
existing Long-term Incentive Scheme 2010 ("LTIS 2010").

This Notice of amendments is being distributed by post and email to all shareholders and is also being released via SENS.

JSE Limited
(Registration number 2005/022939/06)
(Incorporated in the Republic of South Africa)
Share code: JSE
ISIN: ZAE000079711
("JSE" or "Group" or "the Company")

The JSE wishes to advise shareholders of the withdrawal of Special
Resolutions 1 and 2 from the agenda of the JSE's annual general
meeting ("AGM") to be held at 13:30 on Thursday, 8 May 2014,
and of a new Special Resolution 7 now included on the agenda for
consideration and approval by shareholders.

The Companies Act, 2008 (the "Act") provides in section 44 for
authority to be granted for the provision of financial assistance
by a company for the subscription or purchase of its securities or
the securities of a related or inter-related party, and provides in
section 45 for authority to be granted for the provision of general
financial assistance by a company to its directors, prescribed
officers, group entities and their related parties. In order to rely
on these provisions, a company must obtain, at intervals of not
more than two years, the approval of shareholders by means of
a special resolution. These sections in the Act are drafted in such
a way so as to allow for a wide range of commercial activities
without restriction.

Although the wording of Special Resolutions 1 and 2 is based
squarely on the provisions of sections 44 and 45 of the Act, it
would be in the interests of shareholders if the scope of these
general authorities to be granted by shareholders was no wider
than absolutely necessary in order to facilitate the normal business
and financing activities within the Group, specifically with respect
to inter-company loans, guarantees and the provision of security
for group financial obligations. Furthermore, the provision of
financial assistance to directors and officers can best be achieved
by means of a separate, specific authority in relation to a specific
activity.

Accordingly, the JSE has decided to withdraw Special Resolutions
1 and 2, previously communicated to shareholders, and to replace
these resolutions with a new, composite Special Resolution 7 that
is more narrowly drawn.

Special Resolution 7 aims to facilitate only the JSE's normal
commercial and financing activities within and amongst Group
companies, and deliberately excludes from its scope any reference
relating "to any person" (as provided for in section 44) as well as
excluding directors and officers (as provided for in section 45) from
its ambit. The provision of financial assistance to directors and
officers is addressed through the AGM Special Resolution 5 which
specifically authorises financial assistance only in relation to the
JSE's existing Long-term Incentive Scheme ("LTIS 2010").

In the absence of the approval of Special Resolution 7 the JSE
would be unable to undertake its normal day-to-day business and
financing operations within the Group. This Special Resolution
is in the best interests of shareholders and the Company.
Shareholders are therefore encouraged to vote in favour.

Shareholders are also reminded that the deadline for the
submission of a proxy vote is 13:30 on Tuesday, 6 May 2014.

Special Resolution number 7: Authorising the provision of financial
assistance to subsidiaries and other related and inter-related
entities

"Resolved that the directors of the Company may, to the
extent required by the Act, and subject to compliance with the
requirements of the Company's Memorandum of Incorporation
and the JSE Listings Requirements (each as presently constituted
and as amended from time to time), authorise the Company to
provide direct or indirect financial assistance, including by way of
loan, guarantee, the provision of security or otherwise, to any of its
present or future subsidiaries and/or any other company or entity
that is or becomes related or inter-related to the Company or any of
its subsidiaries, and/or to any member of such subsidiary or related
or inter-related company or entity, all as contemplated in sections
44 and/or 45 of the Act, for such amounts and on such terms and
conditions as the directors of the Company may determine."

Reason for and effect:

A special resolution is required:

(1) in terms of section 44 of the Act to grant the directors of the
    Company the authority to authorise the Company to provide
    financial assistance to (amongst others) the category of
    persons set out in Special Resolution 7 for the purpose of, or in
    connection with, the subscription for any securities or options
    issued or to be issued by the Company or any company related
    or inter-related to the Company, or for the purchase of any
    securities of the Company or a company related or inter-related
    to the Company;

(2) in terms of section 45 of the Act to grant the directors of the
    Company a general authority to authorise the Company to grant
    direct or indirect financial assistance, including in the form of
    loans or the guaranteeing of their debts to (amongst others) the
    category of persons set out in Special Resolution 7,

subject to the Board not authorising any financial assistance to any
such persons unless it is satisfied that:

- considering all reasonably foreseeable financial circumstances
  of the Company at that time, the Company will, immediately
  after providing such financial assistance, satisfy the solvency and
  liquidity test stipulated in the Act;

- the terms under which the financial assistance is proposed to be
  given are fair and reasonable to the Company; and

- any conditions or restrictions in respect of the granting of
  financial assistance set out in the Company's MOI have been
  satisfied.

By order of the Board

GC Clarke
Group Company Secretary

22 April 2014

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

AMENDED FORM OF PROXY

                                                                                                                              JSE Limited
                                                                                             Incorporated in the Republic of South Africa
                                                                                                       Registration number 2005/022939/06
                                                                         Share code: JSE ISIN: ZAE 000079711 (JSE or Group or the Company)

To be completed by registered certificated shareholders and shareholders who have dematerialised their shares with own name registration.

All other dematerialised shareholders must contact their central securities depository participant (CSDP) or broker to make the relevant
arrangements concerning voting and/or attendance at the meeting.

This form of proxy relates to the ninth annual general meeting of shareholders of the JSE to be held at the offices of the JSE at One Exchange
Square, 2 Gwen Lane, Sandown on Thursday, 8 May 2014 at 13:30 and is for use by registered shareholders whose shares are registered in their
own names by the record date, 2 May 2014.

Terms used in this proxy form have meanings given to them in the notice of annual general meeting to which this proxy form is attached. Please
print clearly when using this form and see the instructions and notes at the end of this form for an explanation of the use of this proxy form and
the rights of the shareholder and the proxy.

I/We
(Name in block letters)
of
(Address)
being the holder(s) of                                                                            JSE shares, hereby appoint (see note 1 overleaf)
1.     or failing him/her
2.     the chairman of the annual general meeting, as my/our proxy to attend and speak for me/us on my/our behalf and to vote or abstain
       from voting on my/our behalf at the annual general meeting of the JSE Limited to be held at One Exchange Square, Gwen Lane, Sandown
       on Thursday, 8 May 2014 at 13:30.

I/We desire to vote as follows:
                                                                                                              For   Against   Abstain
Ordinary Business
Resolutions 1 to 7 require the support of a simple majority (that is, 50% + 1) of the votes exercised in
respect of each resolution in order to be adopted

1.  Adoption of annual financial statements and reports
2.1 To re-elect Ms NF Newton-King as a director
2.2 To re-elect Mr AM Mazwai as a director
2.3 To re-elect Mr NG Payne as a director
2.4 To re-elect Ms NMC Nyembezi-Heita as a director
3.1 To elect Mr M Jordaan as a director
4.  To re-appoint KPMG Inc as auditors
5.  To re-appoint the following non-executive directors of the Company to serve as members of the
    audit committee for the ensuing year:
5.1 Mr NS Nematswerani
5.2 Mr AD Botha
5.3 Mr MR Johnston
5.4 Mr NG Payne
5.5 Ms NP Mnxasana
6.  To approve the remuneration policy of the JSE
7.  To approve the signing of documents
8.  To note a final dividend of 250 cents per share
Special Business
Resolutions 11 to 16 (referred to as Special Resolutions 3 to 7) require the support of at least 75% of the
votes exercised in respect of each resolution in order to be adopted.
9.  Special Resolution 1 – authorising general financial assistance WITHDRAWN
10. Special Resolution 2 – authorising the provision of financial assistance WITHDRAWN
11. Special Resolution 3 – general authority to repurchase shares
12. Special Resolution 4 – renewal of JSE LTIS 2010 long-term share scheme – acquisition of shares
13. Special Resolution 5 – renewal of JSE LTIS 2010 long-term share scheme – specific financial assistance
14. Special Resolution 6.1 – proposed non-executive director emoluments for 2014
15. Special Resolution 6.2 – proposed non-executive director emoluments for 2015
16. Special Resolution 7 – authorising the provision of financial assistance

Signed at                                   on                                        2014
Signature
(Authorised representative of shareholder) or (individual shareholder)
Please read the notes to the proxy overleaf.

NOTES TO THE AMENDED PROXY FORM

1.   A registered shareholder may insert the name of a proxy or
     the names of two alternative proxies of the shareholder's
     choice in the space(s) provided overleaf, with or without
     deleting "the chairman of the annual general meeting", but
     any such deletion must be initialled by the shareholder.
     Should this space be left blank, the proxy will be exercised
     by the chairman of the meeting. The person whose name
     appears first on the form of proxy and who is present at the
     meeting will be entitled to act as proxy to the exclusion of
     those whose names follow.

2.   A shareholder's voting instructions to the proxy must be
     indicated by the insertion of an "X", or the number of
     votes exercisable by that shareholder, in the appropriate
     spaces provided overleaf. Failure to do so will be deemed
     to authorise the proxy to vote or to abstain from voting
     at the meeting as he/she thinks fit in respect of all the
     shareholder's exercisable votes. A shareholder or his/her
     proxy is not obliged to use all the votes exercisable by him/
     her or by his/ her proxy, but the total number of votes cast,
     or those in respect of which abstention is recorded, may
     not exceed the total number of votes exercisable by the
     shareholder or by his/her proxy.

3.   A minor must be assisted by his/her parent or guardian
     unless the relevant documents establishing his/her legal
     capacity are produced or have been registered by the
     transfer secretaries.

4.   To be valid, the completed forms of proxy must be
     lodged with the transfer secretaries of the Company,
     Computershare Investor Services (Proprietary) Limited,
     70 Marshall Street, Johannesburg, or posted to
     PO Box 61051, Marshalltown, 2107, to reach them by no
     later than 48 hours before the meeting (excluding Saturdays,
     Sundays and public holidays).

5.   Documentary evidence establishing the authority of a
     person signing this form of proxy in a representative
     capacity must be attached to this form of proxy unless
     previously recorded by the transfer secretaries or waived by
     the chairman of the annual general meeting.

6.   The proxy form must be dated and signed. The completion
     of any blank spaces overleaf need not be initialled. Any
     alterations or corrections to this form of proxy must be
     initialled by the signatory/(ies).

7.   The chairman of the annual general meeting shall be
     entitled to decline or accept the authority of a person
     signing the proxy form:
     (a) under a power of attorney; or
     (b) on behalf of a Company;
     unless his/her power of attorney is deposited at the
     offices of the Company or that of the transfer secretaries
     not later than 48 hours before the meeting.

8.   The proxy appointment in terms of the proxy form shall
     remain valid only until the end of the particular meeting
     referred to therein.

9.   The original form of proxy remains valid, but any votes cast
     for or against Special Resolution 1 or Special Resolution 2
     will be disregarded.

Summary of the rights of a shareholder to be represented by
proxy in terms of section 58 of the Companies Act:

At any time, a shareholder may appoint any individual, including an
individual who is not a shareholder of the Company, as a proxy to:

- participate in, and speak and vote at a shareholders' meeting on
  behalf of the shareholder; or

- give or withhold written consent on behalf of the shareholder to
  a decision contemplated in section 60 of the Companies Act.

A shareholder of the Company may appoint two or more persons
concurrently as proxies, and may appoint more than one proxy to
exercise voting rights attached to different securities held by the
shareholder.

A proxy may delegate the proxy's authority to act on behalf of the
shareholder to another person, subject to any restriction set out in
the instrument appointing the proxy.

Irrespective of the form of instrument used to appoint a proxy, the
appointment is suspended at any time and to the extent that the
shareholder chooses to act directly and in person in the exercise
of any rights as a shareholder; the appointment is revocable
unless the proxy appointment expressly states otherwise; and
if the appointment is revocable, a shareholder may revoke the
proxy appointment by cancelling it in writing, or making a later
inconsistent appointment of a proxy, and delivering a copy of
the revocation instrument to the proxy and to the Company. The
revocation of a proxy appointment constitutes a complete and
final cancellation of the proxy's authority to act on behalf of the
shareholder.

JSE LIMITED AMENDED FORM OF PROXY 2013



Date: 22/04/2014 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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