ALEXANDER FORBES PREF SHARE INV LTD - Notice of general meeting of the special majority of shareholders of AF Equity

Notice of general meeting of the special majority of shareholders of AF Equity


ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED
(Registration number 2006/025226/07)
(the “Company” or “AF Equity”)


NOTICE OF GENERAL MEETING OF THE SPECIAL MAJORITY OF SHAREHOLDERS 
OF AF EQUITY


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, 4 July
2014 at 15:00 to consider, and if deemed fit, to pass, with or without modification, the resolutions below.

(This document has been sent to AF Pref shareholders for information purposes only, it being noted that in terms of
clause 11.2 of the Shareholders’ Agreement, AF Pref is not entitled to vote at this meeting.)

BACKGROUND AND INTERPRETATION

In anticipation of listing its ordinary shares on the exchange operated by the JSE (“the Listing”), the Company wishes to
adopt a Long Term Incentive Plan (“LTIP”).

An LTIP is proposed in order to align management’s interests with those of shareholders going forward as well as a being
a retention mechanism for top talent, key individuals and management.

ORDINARY RESOLUTION NUMBER 1 – APPROVAL OF THE LTIP

RESOLVED as an ordinary resolution that the Company’s LTIP, a copy of which will be tabled at the meeting and initialled
by the chairman for identification purposes, 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
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.

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.
This resolution requires more than 50% of the voting rights in the Company for approval.

VOTING

This document has been sent to AF Pref shareholders for information purposes only, it being noted that in terms of clause
11.2 of the Shareholders’ Agreement, AF Pref is not entitled to vote at this meeting.

For an on behalf of the board

Ms Janice Salvado
Company Secretary

Sandton
24 June 2014

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

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