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Notice to Shareholders in terms of Section 60 of the Companies Act
Howden Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06)
Share code: HWN
ISIN: ZAE000010583
("HAHL" or “the Company”)
Notice to shareholders in terms of section 60 of the Companies Act, 71 if 2008 (“Companies Act”)
Shareholders are hereby notified that the board has resolved to propose that ordinary shareholders consider and,
if deemed fit, pass the following resolution as set out in the section 60 notice, distributed to shareholders on even
date, by written consent in terms of section 60 of the Companies Act.
Proposed Ordinary Resolution
Ordinary Resolution: Resolved that, in accordance with section 75(7)(b)(i) of the Companies Act the shareholders
ratify the entry into of the below intra-group agreements, approved by a unanimous resolution of the board during
or about 28 November 2013, in relation to which Howden Group Limited (HGL), a related person to Ian Brander
and James Brown by virtue of them being directors of both the Company and HGL which has a personal financial
interest:
a. A management services agreement concluded between the Company and HGL (the "Management
Services Agreement"), on or about 20 December 2013, in terms of which the Company contracted with
HGL to provide designated management services; and
b. An enterprise (AX) software development license agreement concluded between the Company and HGL
(the “Software License Agreement”), on or about 19 September 2014, in terms of which the Company
contracted with HGL to obtain a license to utilise designated Howden software.
Explanatory Notes
The Company forms part of an international group of companies (“Howden Group”), with 55.39% of the entire
issued share capital of the Company and Howden Group being indirectly and ultimately held (through various
entities, including HGL) by Colfax Corporation (a company listed on the New York Stock Exchange).
As a part of the global Howden Group, the Company remains heavily reliant on Howden Group’s international
infrastructure and expertise, including for the provision of specified management services and for the licensing of
technologies and software developed and/or utilised by the Howden Group to run its operation, manufacture its
products and provide the services that Howden Africa provides to its customers and to integrate the entire Howden
Group globally.
As a result of the above, the Company has concluded the abovementioned agreements with Howden Group
Limited. The said agreements relate to the ongoing operation of the Company and were approved by unanimous
resolution of the board of directors of the Company during or about 28 November 2013.
By virtue of Mr Brown and Mr Brander being directors of the Company as well as Howden Group Limited and
Howden Group Limited being a related party to the aforesaid directors, there has been inadvertent technical non-
compliance with section 75 of the Companies Act 71 of 2008.
In order to ensure that such non-compliance is rectified the Board has resolved to propose that the Company’s
shareholders consider and, if deemed fit, pass, with or without modification, the above Ordinary Resolution
Disclosure of personal financial interest of a juristic person related to two directors of the Company in accordance
with section 75(7)(b)(i) of the Companies Act
Howden Group Limited, is a “related person” to the following directors of the Company, Ian Brander and James
Brown, by virtue of Howden Group Limited directorships held by them. Howden Group Limited has a “personal
financial interest” in the agreements as it is the party with whom the Company has contracted and is entitled to the
fees payable in terms of abovementioned agreements.
Percentage of voting rights required to approve/pass the Ordinary Resolution
In terms of the Companies Act and the Company’s Memorandum of Incorporation, in order for the Ordinary
Resolution Number to be approved/passed by shareholders, it must be supported by at least 50% of the voting
rights exercised on this ordinary resolution.
Actions required by shareholders
1. Shareholders who have dematerialised their shares (other than “own-name” dematerialised shareholders):
a. Should advise their Central Securities Depository Participant (“CSDP”) or broker as to what action they
wish to take in terms of the agreement entered into between them and their CSDP or broker.
b. Must not return the form of written consent to the Company Secretary as their instructions must be sent
to their CSDP or broker for action.
2. Certificated shareholders and “own-name” dematerialised shareholders may indicate, by the insertion of
the relevant number of votes exercisable by that shareholder in the appropriate box provided on the form of
written consent set out in Annexure 2 (the “Written Consent”) to be found on the Companies Website, how
they wish to cast their votes in relation to the relevant Ordinary Resolution within 20 (twenty) business days
of the date of receipt hereof.
3. A certificated or “own-name” dematerialised shareholder’s instructions on the form of Written Consent must
be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the
appropriate box provided. A certificated or “ownname” dematerialised shareholder is not obliged to use all
the votes exercisable by that shareholder, but the total number of votes cast and in respect of which
abstention is recorded may not exceed the total number of votes exercisable by the certificated or “own-
name” dematerialised shareholder.
4. The Written Consent must be completed and signed in accordance with the instructions therein, and must
be received by the Company’s transfer secretaries, Computershare Investor Services Proprietary Limited,
within 20 (twenty) business days of the date of receipt hereof at any one of the following addresses:
a. Physical address: 70 Marshall Street Johannesburg, Gauteng 2000
b. Postal address: PO Box 61051 Johannesburg 2107
c. Email address: proxies@computershare.co.za
5. The salient dates to be considered are as follows:
a. Record date for determining which
shareholders will be entitled to receive this : Friday, 16 January 2015
notice
b. Record date for determining which
shareholders are entitled to vote on the
ordinary resolution contained in this notice : Friday, 30 January 2015
c. Form of written consent to be received by the
Company Secretary by 12:00 : Friday, 27 February 2015
The relevant section 60 notice together with the written consent document can be found on the Company’s
website at http://www.howden.com/Resources/Annual%20Reports/3661A%20Howden%20Section%2060%20Resolution%20
v04%20singles.pdf
Booysens, Johannesburg
23 January 2015
Sponsor:
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 23/01/2015 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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