Notice of written shareholders resolutions in terms of section 60 of the Companies Act, No. 71 OF 2008, as amended
AVIOR CAPITAL MARKETS HOLDINGS LIMITED
(previously Jamispan Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number: 2015/086358/06
JSE Share Code: AVR
(“Avior Holdings” or “the Company”)
NOTICE OF WRITTEN SHAREHOLDERS RESOLUTIONS IN TERMS OF SECTION 60 OF THE
COMPANIES ACT, NO. 71 OF 2008, AS AMENDED AND POSTING OF CIRCULAR
Shareholders of Avior Holdings (“Shareholders”) are hereby advised that:
- this notice relates to the submission of resolutions, in terms of the Circular dated Monday, 12
February 2018, to Shareholders for consideration and voting as contemplated in section 60(1)
of the Companies Act, No. 71 of 2008, as amended (“the Companies Act”); and
- the resolutions have been submitted to all Shareholders recorded in the share register of Avior
Holdings on Friday, 9 February 2018; and
- Shareholders entitled to exercise voting rights in relation to the proposed resolutions must
vote, in writing, within 20 business days after the date of posting of the Circular to
Shareholders, the record date to determine which Shareholders are entitled to vote on the
resolutions having been set as Friday, 16 February 2018 (“Voting Record Date”).
1.1. The board of directors of the Company ("Board") wishes to adopt two employee share plans,
1.1.1. the Avior Holdings Employee Retention Plan (“Retention Plan”); and
1.1.2. the Avior Holdings Employee Performance and Retention Plan (“Performance and
(the Retention Plan and the Performance and Retention Plan are collectively referred to
hereinafter as “the Employee Plans”).
1.2. Shareholders should note that both the Employee Plans are share incentive schemes as
contemplated in and complying with Schedule 14 of the JSE Limited (“JSE”) Listings
Requirements (“JSE Listings Requirements”) and consequentially have been approved by
the JSE’s Issuer Regulation Division.
1.3. In accordance with the JSE Listings Requirements, the Employee Plans must also be
approved by Shareholders by way of ordinary resolutions, requiring the approval of at least
75% of the voting rights exercised in favour of such ordinary resolutions (“the Employee
Plans Shareholder Resolutions”).
2. Objectives of the Employee Plans
2.1. Retention Plan:
The objectives and purpose of the Retention Plan is to enable the Company to retain eligible
employees who are able to influence the performance and long-term sustainability of the
Company, on a basis which aligns their interests with those of the Company’s Shareholders.
2.2. Performance and Retention Plan:
The objectives and purpose of the Performance and Retention Plan is to enable the
Company to incentivise and retain eligible employees who are able to influence the
performance and long-term sustainability of the Company, on a basis which aligns their
interests with those of the Company’s Shareholders.
3. Approval of shareholders resolutions in terms of section 60 of the Companies Act
3.1. In terms of section 60(1) of the Companies Act, a resolution that could be voted on at a
shareholders' meeting may instead be submitted for consideration to the shareholders
entitled to exercise voting rights in relation to that resolution, and voted on in writing by
such shareholders within 20 business days after the resolution was submitted to them.
3.2. Section 60(2) of the Companies Act provides that a resolution contemplated in section 60(1)
of the Companies Act, will have been adopted if it is supported by persons entitled to
exercise sufficient voting rights for it to have been adopted as an ordinary or special
resolution, as the case may be, at a properly constituted shareholders' meeting, and if
adopted, has the same force and effect as if it had been approved by voting at a
3.3. In accordance with the above, Avior Holdings hereby confirms that a circular, incorporating
the Employee Plans Shareholder Resolutions and a form of written consent, was distributed
to Shareholders on Monday, 12 February 2018 (“the Circular”).
3.4. The salient dates and times relating to the adoption of the Employee Plans Shareholder
Resolutions are as set out in table below:
Record date to determine which Shareholders are entitled Friday, 9 February
to receive the Circular
Circular posted to Shareholders Monday, 12 February
Details of the Employee Plans Shareholder Resolutions Tuesday, 13 February
announced on SENS on
Last day to trade for Shareholders to be recorded in the Share Tuesday, 13 February
Register of the Company on the Voting Record Date (as defined
Record date to determine which Shareholders are entitled to vote Friday, 16 February
on the Employee Shareholder Resolutions (“Voting Record
Deadline for the exercise of voting rights by Shareholders Monday, 12 March
on the Shareholder Resolutions (“Voting Deadline Date”) (20th Business Day from
Results of the voting by Shareholders on the Employee Plans Tuesday, 13 March
Shareholder Resolutions announced on SENS and on the
Company’s website on
13 February 2018
Pallidus Capital Proprietary Limited
Date: 13/02/2018 02:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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