INSIMBI REFRACTORY & ALLOY SUP LIMITED - Notice of Annual General Meeting (AGM) Additional Special Resolutions

Release Date: 05/06/2018 16:40
Code(s): ISB
 
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Notice of Annual General Meeting (“AGM”) – Additional Special Resolutions

Insimbi Refractory and Alloy Supplies Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB ISIN: ZAE000116828
(“Insimbi” or “the Company” or “the Group”)

NOTICE OF ANNUAL GENERAL MEETING (“AGM”) – ADDITIONAL SPECIAL RESOLUTIONS

Insimbi would like to notify shareholders that two special resolutions will be added to the agenda of the AGM,
which will be held at Insimbi’s offices at Stand 359 Crocker Road, Wadeville, Extension 4, Germiston on Tuesday,
3 July 2018 at 10:00.

Unless otherwise indicated, in order for each of the special resolutions to be adopted, the support of at least 75%
of the voting rights exercised on the resolution by shareholders, present or represented by proxy at the AGM and
entitled to exercise voting rights on the resolution, is required. The purpose of the AGM is to consider and, if
deemed fit, pass the following resolutions with or without modification as special resolutions:

1. Name change to Insimbi Industrial Holdings Limited
“Resolved that, subject to compliance with the JSE Listing Requirements (“Listing Requirements”), the Companies
Act, 71 of 2008 and section 4.2 subsection 4.2.1 of the Memorandum of Incorporation (“MOI”), the change to the
name of the company to Insimbi Industrial Holdings Limited be and is hereby authorised.”

The alpha code and the ISIN number will not change.

Please note the following dates with regards to the name change:

 Last day to trade in order to be eligible to vote at the general meeting.                       Tuesday, 19 June 2018
 Record date to vote at the general meeting.                                                      Friday, 22 June 2018
 Last day and time to lodge forms of proxy for the general meeting by                             Friday, 29 June 2018
 10:00 on
 General meeting of shareholders to be held at 10:00 on                                           Tuesday, 3 July 2018
 Finalisation announcement regarding the name change and results of                               Tuesday, 3 July 2018
 AGM, by 11:00.  
 Last date to trade under the previous name.                                                     Tuesday, 10 July 2018
 List and commencement of trading under the new name Insimbi                                   Wednesday, 11 July 2018
 Industrial Holdings Limited.
 Record date regarding name change.                                                               Friday, 13 July 2018
 Issue to certificated shareholders of new share certificates, posting of                         Monday, 16 July 2018
 share certificates to those shareholders who have submitted their
 share certificates and surrender forms on or before 12:00 on the
 record date. Certificates and surrender forms received after 12:00 on
 the record date will have their new certificates posted within five days
 of receipt of surrender of forms and certificates. Date on which
 accounts of dematerialised shareholders at CSDP’s and brokers will
 be updated.
*Shareholders may not dematerialise or rematerialise securities in between Wednesday, 11 July 2018 and Friday,
13 July 2018, both days inclusive.

The name Insimbi Industrial Holdings Limited has been reserved with the Companies and Intellectual Property
Commission.

2. Amendments to MOI
“Resolved that, subject to compliance with the Listings Requirements, section 17 of the Companies Act, 71 of
2008, and the MOI, the amendments to the MOI as set below be and are hereby authorised."

2.1 Insertion of clause 14.1.2.1 reading as follows “Shareholders authorise the board to conclude transactions on
the basis of share for share issue of not more than 5% (five percent), in aggregate, of the number of issued shares
of any class of shares without necessitating the approval of the shareholder by way of special resolution, subject to
the approval by the JSE and the Listing Requirements.”

2.2 Clause 36 – Authority of the board of directors – clause 36.2.7 from the Reserved matters be amended to read
as follows “the creation, allotment or issue of any share or debenture or any other security, including a security
which is convertible into a SHARE and any option or other right to subscribe for or acquire any share except the
transaction/(s) contemplated under clause 14.1.2.1”.

2.3 Insertion of Clause 37.4 Removal of Directors reading as follows:

37.4.1 A director may be removed by an ordinary resolution adopted at the meeting of the shareholders by
        shareholders entitled to exercise voting rights in the election of that director, provided that before the
        shareholders may consider such resolution –
        37.4.1.1 The director concerned must be given notice of meeting and the resolution at least to that which
                 the shareholder is entitled to receive, irrespective of whether or not the director is a shareholder,
                 and
        37.4.1.2 The director must be afforded a reasonable opportunity to make a presentation, in person or
                 through a representative, to the meeting, before the resolution is put to vote;
37.4.2 The board removes the director by resolution in terms of section 71(3) after determining the director to be:
                 a) ineligible or disqualified in terms of section 69; or
                 b) incapacitated to the extent that the director is unable to perform the functions of a director and
                     is unlikely to regain that capacity within a reasonable time; or
                 c) neglect or derelict in the performance of the functions of a director, and determines that by a
                     resolution in terms of section 72 (3), or
                 d) the director resigns his office by notice in writing to the company.

A revised notice of AGM including the form of proxy, which sets out the relevant instructions for use, is available on
the Company’s website https://www.insimbi-iras.co.za/investor/investor-hub/ for those members who wish to be
represented at the AGM. Duly completed forms of proxy must be lodged with the transfer secretaries of the
company, namely Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Ave,
Rosebank, Johannesburg, 2196 (PO Box 61051, Marshalltown, 2017), to be received by not later than 10:00 on
Friday, 29 June 2018.

5 June 2018
Johannesburg
Sponsor: Bridge Capital Advisors Proprietary Limited

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