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CALGRO M3 HOLDINGS LIMITED - Notice od annual general meeting and circular

Release Date: 29/06/2015 17:30
Code(s): CGR     PDF:  
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Notice od annual general meeting and circular

CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2004/030045/06)
  Share code: CGR ISIN: ZAE000109203
   (“Calgro M3” or “the company”)



                    NOTICE OF ANNUAL GENERAL MEETING AND CIRCULAR

Shareholders are advised that the Company’s notice of annual general meeting as well as a circular
containing details of the proposed specific issue of shares for cash set out below, have been posted
today, 29 June 2015. Both the notice of annual general meeting and the circular are available on the
Company’s website hosted at www.calgrom3.com.

Specific issues of shares for cash
The circular contains details regarding the specific issue of shares for cash of 5 212 909 new ordinary
shares to each of the Calgro M3 Broad-Based Black Economic Empowerment Trust (“B-BBEE Trust”)
and the Calgro M3 Broad-Based Employee Share Ownership Trust (“ESOP Trust”). The 10 425 818
new ordinary shares will be issued for an aggregate subscription price calculated by multiplying the
number of new ordinary shares with the volume weighted average price of one ordinary share in the
issued share capital of the Company for the 30 calendar days immediately prior to the effective date,
expected to be 1 October 2015.

The resolutions pertaining to the establishment of both the B-BBEE Trust and ESOP Trust are included
in the notice of annual general meeting.

B-BBEE Trust
Calgro M3 is committed to Broad-Based Black Economic Empowerment (“B-BBEE”) in South Africa
and is establishing the B-BBEE Trust to provide for the educational and economic development
needs, skills development, training and charitable donations of historically disadvantaged South
Africans. The establishment of this B-BBEE Trust will also assist Calgro M3 in meeting its B-BBEE
objectives and assist the Company to achieve the minimum 40% net black shareholding as per the
Codes of Good Practice on B-BBEE issued under section 9 (1) of the Broad-Based Black Economic
Empowerment Act 53 of 2003 (“B-BBEE Act) from time to time, or where relevant, any Sector Code
made under section 9 (1) of the B-BBEE Act, as amended (the “Codes”).

For accounting purposes, Calgro M3 will control the B-BBEE Trust and therefore the B-BBEE Trust will
be consolidated into the Calgro M3 Group. Calgro M3 will vendor finance the acquisition of the
ordinary shares by the B-BBEE Trust. The B-BBEE subscription price will be offset against the B-BBEE
loan amount owing by the B-BBEE Trust to Calgro M3. Due to the B-BBEE Trust being consolidated
into Calgro M3, the specific issue of shares to the B-BBEE Trust will have no financial effect, other
than expensing transaction costs incurred, when the specific issue to the B-BBEE Trust is
implemented. The shares legally issued to the B-BBEE Trust will be treated as treasury shares for
accounting purposes.

ESOP Trust
Calgro M3 is further establishing the ESOP Trust to enable its employees to participate in Calgro M3.
The purpose of the ESOP Trust is to create a self-sufficient, sustainable, infinite scheme to incentivise
eligible employees of Calgro M3 or any associated company by providing them with the ability to
participate in the capital growth of Calgro M3 and to improve its B-BBEE. Qualifying employees will
be identified by the Company and not less than 51% of the benefits under the ESOP Trust shall at all
times be applied for the benefit of beneficiaries who qualify as black people in accordance with the
B-BBEE Act, thereby promoting B-BBEE in respect of Calgro M3.

For accounting purposes, Calgro M3 will control the ESOP Trust and therefore the ESOP Trust will be
consolidated into the Calgro M3 Group. Calgro M3 will vendor finance the acquisition of the ordinary
shares by the ESOP Trust. The ESOP subscription price will be offset against the loan amount. Due to
the ESOP Trust being consolidated into Calgro M3, the specific issue of shares to the ESOP Trust will
have no financial effect, other than expensing the transaction costs incurred and IFRS 2 share based
payment charges that would arise if 5 212 909 shares are allocated to employees, when the specific
issue to the ESOP Trust is implemented. The shares legally issued to the ESOP Trust will be treated as
treasury shares for accounting purposes.

Executive Share Incentive Scheme
The Calgro M3 Executive Share Incentive Scheme will be put to shareholders for approval at the
annual general meeting. The main objectives of the Executive Share Incentive Scheme are to:
• incentivise and retain members of the executive management of Calgro M3 and to provide such
   executive management with an opportunity to share in the capital growth of Calgro M3 and
   thereby align the interests of the executives with those of Calgro M3 shareholders.
• reduce the negative effect of the peremptory inclusion of a valuation of the share appreciation
   rights under the Company's existing share appreciation rights scheme in the Company's financial
   statements.

Each eligible participant will be granted an opportunity to convert his/her current Share Appreciation
Rights into an interest in the Executive Share Incentive Scheme. The board of directors will allocate
the number of ordinary shares to be issued to each eligible participant with the eligible participant
having to acquire the allocated shares at a subscription of R4.08 per share, being the value per share
allocated to participants in terms of the Share Appreciation Rights Scheme. Participation in the
scheme will be conditional upon a participant accepting an employment lock-in period of between
four and six years.

The maximum aggregate number of shares that may be allocated to participants under the Executive
Share Incentive Scheme is 10 215 573 shares. To further advance the Calgro M3’s B-BBEE credentials,
2 046 421 of the ordinary shares that will be issued under this scheme will be allocated to a BEE
participant.

Calgro M3 will provide vendor funding to a maximum of 50% of the subscription price to participants,
to part settle the subscription price in respect of the shares taken up. Vendor funding shall however
not be afforded to Executive Directors.

Annual general meeting
The annual general meeting of shareholders will be held on Wednesday, 29 July 2015 at 10:00, at the
Calgro M3 boardroom, 1st Floor Cedarwood House, Ballywoods Office Park, 33 Ballyclare Drive,
Bryanston.
The salient dates and time relating to the annual general meeting are set out below:
                                                                                         2015
Record date to determine which shareholders are eligible to receive the       Friday, 19 June
Circular
Notice of annual general meeting and circular posted to shareholders on       Monday, 29 June
Notice of annual general meeting and posting announcement released            Monday, 29 June
on SENS including details of the specific issues
Last day to trade to be recorded in the register in order to be able to       Friday, 17 July
attend, participate and vote at the annual general meeting
Record date for shareholders to be recorded in the register in order to       Friday, 24 July
be able to attend, participate and vote at the annual general meeting
Last day to lodge proxy forms (by no later than 10h00) for the annual         Monday, 27 July
general meeting
Annual general meeting held at 10h00 on                                    Wednesday, 29 July
Results of annual general meeting released on SENS on                      Wednesday, 29 July
Notes:
1) Unless otherwise indicated, all times are South African times;
2) The above dates and times are subject to amendment. Any such amendment will be released
   on SENS and published in the South African press

Johannesburg
29 June 2015

Sponsor
Grindrod Bank Limited

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