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ELB GROUP LIMITED - Section 45(5) notice in terms of the Companies Act

Release Date: 11/10/2016 17:00
Code(s): ELR     PDF:  
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Section 45(5) notice in terms of the Companies Act

ELB Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1930/002553/06)
Share code: ELR
ISIN: ZAE000035101
(“ELB” or “the Company”)

SECTION 45(5) NOTICE IN TERMS OF THE COMPANIES ACT

Notice is hereby given in accordance with section 45(5) of the Companies Act, 71 of 2008
(‘Companies Act’) that pursuant to the authority granted to the board of directors of
ELB (‘the Board’) by the shareholders at the annual general meeting held on 26 November
2015, the Board adopted a resolution to provide financial assistance to a related
company as contemplated in section 45(2) of the Companies Act.

Section 45(5) of the Companies Act provides that if a Board of the Company adopts a
resolution to provide financial assistance to a related company, the Company must
provide written notice of that resolution to all shareholders within 10 business days
after the board adopts the resolution, if the total value of all assistance contemplated
in that resolution, together with any previous such resolution during the financial
year, exceeds one-tenth of 1% of the Company’s net worth at the time of the resolution.

The shareholders of the Company are advised that the Board of the Company authorised the
Company to provide financial assistance to one of its subsidiaries in the form of a
guarantee, as envisaged in section 45(5) of the Companies Act (‘the Financial
Assistance’).

The Board, prior to authorising the Financial Assistance, considered and satisfied
itself, in terms of section 45 of the Companies Act, that:

1. immediately after providing the Financial Assistance, the Company would satisfy the
solvency and liquidity test as contemplated in section 4 of the Companies Act;

2. there has been due compliance with the Company’s memorandum of incorporation and with
the Companies Act; and

3. the terms of the Financial Assistance are fair and reasonable in relation to the
Company.

Johannesburg
11 October 2016

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

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