ASTORIA INVESTMENTS LIMITED - Request for special meeting of shareholders and changes to the board of directors

Request for special meeting of shareholders and changes to the board of directors

ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA NSX share code: ARO
ISIN: MU0499N00007
(“Astoria” or “the Company”)

REQUEST FOR SPECIAL MEETING OF SHAREHOLDERS AND CHANGES TO THE BOARD OF DIRECTORS

1.   Request for special meeting

     1.1.    In terms of Article 13.3 of the Constitution of the Company, any shareholder of the Company has the
             right to nominate a person for appointment as a director, on the basis that such appointment shall be
             approved by shareholders at the next annual general meeting or a special meeting. In terms of section
             116(b) of the Companies Act, No. 15 of 2001 of Mauritius (“Companies Act”), a special meeting of
             shareholders entitled to vote on a matter shall be called by the board of directors of a company on written
             request of shareholders holding shares carrying together not less than 5% of the voting rights entitled to
             be exercised on the matter.

     1.2.    Shareholders are advised that the board of directors of Astoria (“the Board”) has received a written
             request from RECM and Calibre Limited (“RAC”), on the basis that it is a shareholder holding not less
             than 5% of the voting rights entitled to be exercised, requiring the Board to call a shareholders’ meeting
             in terms of Article 13.3 of the Constitution of the Company as read with section 116(b) of the Companies
             Act to consider RAC’s proposal that Mr Johannes Cornelis van Niekerk, Mr Pieter Gerhardt Viljoen, Mr
             Christophe Du Mée and Mr Nicolas Fabien Hardy be appointed to the Board.

     1.3.    A further announcement setting out the details of the special meeting (“special meeting”) will be released
             on SENS and the SEM and NSX websites in due course.

2.   Changes to the Board

     2.1.    Resignations

             2.1.1.         Shareholders are advised that Mr Peter Todd and Mr Peter Armitage have notified the Board
                            of their intention to resign as non-executive directors of the Company with effect from
                            17 January 2020.

             2.1.2.         Ms Tiffany Purves has notified the Board of her intention to resign as chief financial officer
                            of the Company with effect from 17 December 2019 and chief executive officer of the Company 
                            with effect from 17 January 2020.

             2.1.3.         Mr Peter Todd, Mr Peter Armitage and Ms Tiffany Purves have undertaken to discharge
                            their fiduciary duties in terms of rules 4, 5 and 6 of the Mauritian Securities (Takeover)
                            Rules 2010 (“Takeover Rules”) and to provide their recommendation in good faith to
                            shareholders having regard to the report of the independent advisor as required in terms of
                            rule 24 of the Takeover Rules.

             2.1.4.         The Board thanks Mr Peter Todd, Mr Peter Armitage and Ms Tiffany Purves for their
                            contribution to the Company and wishes them well in their future endeavours.

     2.2.    Change in designation

             In anticipation of the resignation of Ms Tiffany Purves, shareholders are advised that Mr Dean Schweizer,
             who was appointed as a non-executive director of the Company on 10 January 2019, will be appointed
             as chief financial officer of the Company with effect from 17 December 2019.
     
     2.3.    Composition of the audit and risk committee

             Following the above changes to the Board, the future composition of the audit and risk committee of the
             Company will be announced, together with the results of the special meeting.

     Astoria has primary listings on the Stock Exchange of Mauritius and the Alternative Exchange of the JSE, and a
     secondary listing on the main board of the Namibian Stock Exchange.


6 December 2019

JSE designated advisor
Java Capital

SEM authorised representative and sponsor to Astoria
GB Capital

NSX Sponsor to Astoria
Cirrus Securities

This notice is issued pursuant to SEM Listing Rule 11.3. The Board Directors of Astoria accepts full responsibility for
the accuracy of the information in this announcement.

Date: 06-12-2019 09:30:00
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