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INFRASORS HOLDINGS LIMITED - Results of General Meeting

Release Date: 27/08/2015 15:25
Code(s): IRA AFT     PDF:  
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Results of General Meeting

Infrasors Holdings Limited                                                                  Afrimat Limited

Incorporated in the Republic of South Africa                   Incorporated in the Republic of South Africa

(Registration number: 2007/002405/06)                                 (Registration number: 2006/022534/06)

Share Code: IRA     ISIN: ZAE000101507                              Share code: AFT      ISIN: ZAE000086302

("Infrasors" or “the Company”)                                                                  (“Afrimat”)

RESULTS OF GENERAL MEETING

Infrasors shareholders are referred to the SENS announcement published on 24 July 2015 in terms of
which notice was given regarding the General Meeting (“GM”) to approve the resolutions as contained in
the circular posted to Infrasors shareholders on the same day regarding the joint firm intention
announcement released by Afrimat and Infrasors on 11 June 2015 on SENS in which Afrimat announced
its firm intention to acquire the remaining issued share capital of Infrasors that it does not already own
(“Remaining Shares”), for a cash consideration of R1.35 (One Rand thirty five cents) per Remaining
Share, by way of a scheme of arrangement (“Scheme”) or a general offer to the holders of Remaining
Shares (“Remaining Shareholders”) (“General Offer”), accompanied by a delisting of Infrasors (“Combined
Scheme and Offer Proposal”).

Infrasors shareholders are advised that, at the GM held on 27 August 2015; both ordinary resolutions 1
and 2 were duly passed by the requisite majority of votes, however special resolution 1 was not passed by
the requisite majority of votes.

The total number of Infrasors shares eligible to be voted at the GM was 14,236,660 (“eligible shares”).
The number of shares voted in person or by proxy was 10,060,344 shares representing 82.29% of the
eligible shares or 6.16% of the total issued share capital of the Company.

All resolutions proposed at the GM, together with the percentage of shares abstained (as a percentage of
total shares voted in person or by proxy at the GM), as well as the percentage of votes carried for and
against each resolution, are as follows:

1.   Special resolution number 1: Approval of the Scheme

      FOR                               AGAINST                           ABSTAIN

      6,455,344                         3,600,000                         5,000

      64.20%                            35.80%                            0.003%

2.   Ordinary resolution number 1: Delisting of Infrasors

      FOR                               AGAINST                           ABSTAIN

      9,954,596                         100,748                           5,000

      99.00%                            1.00%                             0.003%

3.   Ordinary resolution number 2: Authorisation of directors

      FOR                               AGAINST                           ABSTAIN

      9,955,344                         100,000                           5,000

      99.01%                            0.99%                             0.003%

As the Scheme has failed in terms of section 114 of the Companies Act, No. 71 of 2008 (the “Act”),
Afrimat will make a General Offer of R 1.35 per Infrasors share to the Remaining Shareholders in terms of
section 117 of the Act. The timetable for the General Offer is set out below. Infrasors shareholders who do
not accept the General Offer will remain shareholders in an unlisted entity.

Action                                                                     2015

Date of opening of General Offer (Opening Date) at 09h00            Friday, 28 August

Finalisation announcement                                           Thursday, 10 September

Last day to trade to take up the General Offer                      Friday, 2 October

Date of suspension of the listing of Infrasors Shares on the JSE    Monday, 5 October

General Offer Record Date                                           Friday, 9 October

General Offer Closing Date at 12h00                                 Friday, 9 October

General Offer Payment Date                                          Within 6 business days of
                                                                    receipt of acceptance by the
                                                                    transfer secretaries with the last
                                                                    payment being made on
                                                                    Monday, 12 October

Termination of the listing of Infrasors Shares at commencement      Tuesday, 13 October
of trade on the JSE


Johannesburg                                                                       Cape Town
27 August 2015                                                                27 August 2015
Sponsor to Infrasors:                                Sponsor and Corporate Advisor to Afrimat:
Bridge Capital Advisors (Proprietary) Limited   Bridge Capital Advisors (Proprietary) Limited

Date: 27/08/2015 03:25:00 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
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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,
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