ONELOGIX GROUP LIMITED - Notice in terms of section 45(5)(a) of the Companies Act 71 of 2008 (The Act)

Notice in terms of section 45(5)(a) of the Companies Act 71 of 2008 (“The Act”)

ONELOGIX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
JSE share code: OLG ISIN: ZAE000026399
(“OneLogix” or “the company”)


NOTICE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT 71 OF 2008 (“THE ACT”)


In terms of the provisions of section 45(5)(a) of the Act and pursuant to the special resolution passed at the
annual general meeting of the company held on 24 November 2015 authorising the board of directors (“the
board”) to provide direct or indirect financial assistance to related and inter-related parties, notification is
hereby given by OneLogix that the board has adopted a resolution in terms of section 45(3)(b) of the Act
authorising the company to grant suretyships in the normal course of business in order to fund the asset
based finance requirements of the businesses of OneLogix’s subsidiary companies as further set out below:

   -      limited suretyships totalling R500 million, incorporating cessions of all loans in favour of OneLogix,
          has been granted to Nedbank Limited on behalf of OneLogix Proprietary Limited and its
          subsidiaries; and

   -      a further limited suretyship of R5 million has been granted by the company to WesBank, a division
          of FirstRand Bank Limited on behalf of OneLogix Proprietary Limited in order to access asset based
          finance.

OneLogix has also granted a deed of suretyship and indemnity totalling R130 million to Lombard Insurance
Company Limited whereby the company binds itself as surety and co-principal debtor on behalf of
OneLogix Proprietary Limited and its subsidiaries for any claims, losses, demands, liabilities, costs or
expenses of whatsoever nature which Lombard Insurance Company Limited may sustain or incur by reason
or in consequence of executing guarantees issued on behalf of OneLogix Proprietary Limited and its
subsidiaries. The deed of surety and indemnity has been granted in the normal course of business of
maintaining bonded facilities and the provision of guarantees to providers of fuel and for the provision of
services from certain State owned enterprises.

The granting of the above mentioned suretyships constitutes financial assistance in terms of section 45 of the
Act, which financial assistance exceeds one tenth of one percent of the company’s net worth.

In accordance with section 45 of the Act, the board is satisfied, after considering the reasonably foreseeable
financial circumstances of the company that:

   (i)     immediately after providing such financial assistance, OneLogix would have satisfied the solvency
           and liquidity test as provided for in section 4 of the Act, and

   (ii)    the terms under which such financial assistance has been given are fair and reasonable to
           OneLogix.

21 December 2015


Sponsor
Java Capital

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