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Notice To Obtain Court Approval To Implement Special Resolution Approving Scheme Of Arrangement
KELLY GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number 1999/026249/06
Share code KEL
ISIN: ZAE000093373
(“Kelly”)
NOTICE TO OBTAIN COURT APPROVAL TO IMPLEMENT SPECIAL RESOLUTION APPROVING
SCHEME OF ARRANGEMENT
Shareholders are referred to the results of general meeting announcement released on SENS on 19 September
2014 and published in the press on 22 September 2014.
Shareholders were advised that at the shareholders meeting ("General Meeting") held on Friday, 19 September
2014, all the resolutions were passed by the requisite majority of shareholders. However, the special resolution
approving the scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act, 2008 (Act 71 of
2008) ("Companies Act"), was opposed by a shareholder holding at least 15% of the voting rights that were
exercised on the special resolution. On 29 September 2014 the shareholder who voted against the special
resolution gave Kelly notice, in terms of section 115(3)(a) of the Companies Act, that it requires Kelly to obtain
court approval for the implementation of the special resolution. Kelly has instructed its legal advisors to launch
the necessary application to obtain such court approval and the application will be filed with the court by no later
than 6 October 2014, which will be within the time period prescribed by the Companies Act for the filing of the
application.
The dates and times for the implementation of the Scheme, as previously set out in the circular, are affected by
the court application process which Kelly now has to follow and Kelly shareholders will be notified of any
changes to the dates and times once Kelly has more certainty regarding the date on which the court application
will be heard.
Johannesburg
30 September 2014
Corporate Advisor and Transaction Sponsor to Kelly
Merchantec Capital
Legal Advisor to Kelly
Van Zijl Incorporated
Sponsor to Kelly
PSG Capital
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