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Notice of general meeting of the ordinary shareholders of Alexander Forbes Equity Holdings Proprietary Limited
ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED
(Registration number 2006/025226/07)
(the “Company” or “AF Equity”)
NOTICE OF GENERAL MEETING OF THE ORDINARY SHAREHOLDERS
Notice is hereby given that a general meeting of the ordinary shareholders of AF Equity (“the Shareholders”) will
be held at the Table Mountain Boardroom, 7th Floor, Alexander Forbes, 115 West Street, Sandton, Johannesburg on
Friday, 20 June 2014 at 16:00 to consider, and if deemed fit, to pass, with or without modification, the resolutions
below.
BACKGROUND AND INTERPRETATION
A. The Company is considering a listing of its ordinary shares on the exchange operated by the JSE (“the Listing”).
B. Although the Company has not finally decided that the Listing will proceed, in anticipation of such decision,
and in order to meet the Company’s timelines in respect of the Listing (if the Company decides to pursue the
Listing), the Company needs to take the following preparatory steps in order to effect the Listing within those
timelines.
CONDITIONS
The resolutions set out below are subject to the condition that the Sub-Committee of the board of the Company set
up to consider the Listing (“the Sub-Committee”) resolves at its meeting of 20 June 2014, or any adjournment of
such meeting, to approve the Listing.
If the Sub-Committee resolves not to approve the Listing at its meeting of 20 June 2014, or any adjournment
of such meeting, the resolutions set out below shall fall away ab initio, as if they had not been passed and the
Company shall take whatever steps may be necessary to withdraw the resolutions and any other documents lodged
or filed with the Companies and Intellectual Property Commission (“CIPC”) so as to ensure that none of these
resolutions will be given effect to.
ORDINARY RESOLUTION NUMBER 1 – APPROVAL OF LISTING
RESOLVED that the shareholders consent to, and approve, the Listing of the Company’s ordinary shares on the
exchange operated by the JSE.
This resolution requires Special Majority/Relevant Majority approval as provided for in the Third Shareholders’
Agreement amongst the Shareholders (“the Shareholders Agreement”) and the Memorandum of Incorporation of
the Company.
In terms of clause 11.2 of the Shareholders Agreement, Alexander Forbes Preference Share Investments Limited
(“AF Pref”), in its capacity as a shareholder of the Company, shall not be entitled to vote in respect of reserved
matters set out in the Shareholders Agreement save for matters in respect of which the approval of shareholders
of the Company in general meeting is required in terms of the Companies Act, 2008 (“the Companies Act”). This
matter is not a matter in respect of which the approval of shareholders of the Company in general meeting is
required in terms of the Companies Act, and accordingly AF Pref shall not be entitled to vote on this resolution,
and the Special Majority/Relevant Majority shall be calculated by excluding the number of shares held by AF Pref.
SPECIAL RESOLUTION NUMBER 1 – CONVERSION OF THE COMPANY TO A PUBLIC COMPANY, THE CHANGE
OF NAME OF THE COMPANY AND THE ADOPTION OF A NEW MEMORANDUM OF INCORPORATION
RESOLVED as a special resolution in terms of section 16 of the Companies Act, that:
1. the Company be converted to a public company;
2. the Company’s name be changed to Alexander Forbes Group Holdings Limited; and
3. the existing Memorandum of Incorporation of the Company be replaced in its entirety by the new Memorandum
of Incorporation, a copy of which may be reviewed on the Company’s website, www.alexanderforbes.co.za, and
which will be tabled at the meeting and initialled by the chairman for identification purposes.
In terms of clause 11.2 of the Shareholders Agreement, AF Pref, in its capacity as a shareholder of the Company,
shall not be entitled to vote in respect of reserved matters set out in the Shareholders Agreement save for matters
in respect of which the approval of shareholders of the Company in general meeting is required in terms of the
Companies Act. This matter is a matter in respect of which the approval of shareholders of the Company in general
meeting is required in terms of the Companies Act, and accordingly AF Pref shall be entitled to vote on this
resolution, and the Special Majority / Relevant Majority shall be calculated by including the number of shares held
by AF Pref.
SPECIAL RESOLUTION NUMBER 2 – ISSUE OF SHARES
RESOLVED as a special resolution that to the extent that the shares to be issued by the Company pursuant to the Listing
requires approval in terms of section 41 of the Companies Act, such issue be and is hereby approved for purposes of
section 41 of the Companies Act, and such shares be and are hereby placed under the control of the directors of the Company.
In terms of clause 11.2 of the Shareholders Agreement, AF Pref, in its capacity as a shareholder of the Company, shall not
be entitled to vote in respect of reserved matters set out in the Shareholders Agreement save for matters in respect of which
the approval of shareholders of the Company in general meeting is required in terms of the Companies Act. This matter is
a matter in respect of which the approval of shareholders of the Company in general meeting is required in terms of the
Companies Act, and accordingly AF Pref shall be entitled to vote on this resolution, and the Special Majority / Relevant
Majority shall be calculated by including the number of shares held by AF Pref.
SPECIAL RESOLUTION NUMBER 3 – APPROVAL OF NON-EXECUTIVE DIRECTORS’ FEES
RESOLVED as a special resolution that the fee payable to the Group Chairman of R1 689 000.00 per annum (with effect
from 1 July 2014) be and is hereby approved.
This resolution requires Special Majority/Relevant Majority approval as provided for in the Shareholders Agreement and
the Memorandum of Incorporation of the Company.
In terms of clause 11.2 of the Shareholders Agreement, AF Pref, in its capacity as a shareholder of the Company, shall not
be entitled to vote in respect of reserved matters set out in the Shareholders Agreement save for matters in respect of which
the approval of shareholders of the Company in general meeting is required in terms of the Companies Act. This matter
is a matter in respect of which the approval of shareholders of the Company in general meeting is required in terms of
the Companies Act, and accordingly AF Pref shall be entitled to vote on this resolution, and the Special Majority/Relevant
Majority shall be calculated by including the number of shares held by AF Pref.
ORDINARY RESOLUTION NUMBER 2 – AUTHORITY OF DIRECTORS
RESOLVED as an ordinary resolution that any director of the Company be and is hereby authorised to do all such things
and sign all such documents as may be necessary in order to give effect to the resolutions passed at this general meeting
of Shareholders and that any director of the Company be and is hereby authorised to take all such action and sign all such
documents as may be necessary in order to withdraw or annul the resolution passed at this general meeting of Shareholders
in the event that the condition referred to in the notice of this meeting to which these resolutions are subject is not fulfilled.
This resolution requires more than 50% of the voting rights in the Company for approval.
VOTING
In terms of the Pre-Listing Statement of AF Pref issued on 10 July 2007, AF Pref preference shareholders are entitled,
subject to any applicable provisions of South African law and 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. The record date for AF Pref preference shareholders to be recorded as such in order to be entitled to
receive notice of this meeting is Friday, 6 June 2014.
A document entitled Form of Instruction as to Voting Rights is attached hereto and, in order to be valid, duly completed
Forms of Instruction as to Voting Rights must be received by the company secretary (by e-mail at the address
salvadoj@aforbes.co.za) by no later than 4:00pm on Thursday, 19 June 2014.
The Shareholders of AF Equity, including a representative of AF Pref (being a board member of AF Pref), will be entitled
to attend the general meeting and to vote on the resolutions set out above. On a show of hands, every Shareholder of the
Company who is present in person or by proxy at the general meeting shall have one vote (irrespective of the number of
shares held in the Company) and, on a poll, every Shareholder shall have one vote for every share held or represented.
For and on behalf of the board
Ms Janice Salvado
Company secretary
Sandton
9 June 2014
ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED
(Registration number 2006/025226/07)
(the “Company” or “AF Equity”)
FORM OF INSTRUCTION AS TO VOTING RIGHTS
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 on Friday,
20 June 2014 at the Table Mountain Boardroom, 7th Floor, Alexander Forbes, 115 West Street, Sandton, Johannesburg, at
4:00pm and at any adjournment or postponement thereof.
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:
Please indicate with an “X” the instructions to the Company in the spaces provided below.
FOR AGAINST ABSTAIN
Ordinary Resolution Number 1 – Approval of Listing
Special Resolution Number 1 – Conversion of the Company to
a Public Company, the Change of Name of the Company and the
Adoption of a New Memorandum of Incorporation
Special Resolution Number 2 – Issue of Shares
Special Resolution Number 3 – Approval of Non-Executive
Directors’ Fees
Ordinary Resolution Number 2 – Authority of the Directors
Signed at on 2014
Signature
Name
Assisted by (where applicable)
Name Capacity Signature
(Please print in BLOCK LETTERS)
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 10/06/2014 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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