Wrap Text
Convening Notice of the Annual General Meeting and Extraordinary General Meeting
Reinet Investments S.C.A.
(Incorporated in Luxembourg)
ISIN: LU0383812293
Legal Entity Identifier : 222100830RQTFVV22S80
Code: RNI
CONVENING NOTICE OF THE ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING
Notice of the annual general meeting of shareholders of Reinet Investments S.C.A. (the "Company") (the "AGM Meeting") and of a subsequent extraordinary general meeting of shareholders of the Company (the "EGM Meeting"), to be held on Thursday, 13 August 2026 (together, the "Meetings"). The Meetings will be followed by a Q&A session.
Shareholders of the Company will have the possibility to attend the Meetings and the Q&A session in person or by proxy. Shareholders will also be able to follow the Meetings and the Q&A session live by joining an electronic transmission.
The AGM Meeting will take place on Thursday, 13 August 2026 at 2:00 pm CEST (Luxembourg time) at Hôtel Le Royal, 12, boulevard Royal, L-2449 Luxembourg.
The EGM Meeting will be held immediately after the AGM Meeting at the same venue.
The Meetings will be held in English. No translation services will be available.
Shareholders are reminded that the date of the Meetings has changed to Thursday, 13 August 2026, which is different from the date previously communicated on Wednesday, 27 May 2026. Please refer to the Company's announcement dated 26 June 2026 for further details.
After the completion of the Meetings, shareholders will be able to attend a Q&A session.
AGM Meeting
AGENDA
Business reports for the accounting year ended 31 March 2026
1. To consider the report of the general partner of the Company (the "General Partner") to the shareholders; the report of the Board of Overseers; and the reports of the approved statutory auditor of the Company in respect of the statutory financial statements of the Company and in respect of the consolidated financial statements for the accounting year ended 31 March 2026.
Financial statements
2. To approve the statutory financial statements of the Company for the accounting year ended 31 March 2026.
3. To approve the consolidated financial statements of the Company for the accounting year ended 31 March 2026.
Appropriations
4. At 31 March 2026, the retained earnings available for distribution amounted to EUR 912 265 391. The General Partner proposes that a cash dividend of EUR 0.435 per share be paid. The General Partner proposes that the remaining available retained earnings of the Company at 31 March 2026 after payment of the dividend be carried forward to the following business year.
Granting of discharge of liability to the General Partner and Board of Overseers
5. To grant discharge of liability to the General Partner and all the members of the Board of Overseers of the Company who have been in office during the accounting year ended 31 March 2026 for the performance of their duties.
Board of Overseers
6. To re-elect Mr J Li, Mr Y Prussen, Mr S Robertson and Mr S Rowlands as members of the Board of Overseers for the year ending at the next annual general meeting.
7. To approve a remuneration of EUR 70 000 per annum for each of the members of the Board of Overseers, such fees to be split equally between the Company and Reinet Fund S.C.A., F.I.S.
Authorisation to acquire ordinary shares
8. At the annual general meeting held on 26 August 2025, shareholders authorised the Company to acquire ordinary shares within the limits approved at that meeting for a period up to the date of the annual general meeting to be held in 2026, subject to such period being no longer than 13 months from the date of the authorisation.
Pursuant to Article 9 of the Company's Articles of Association and relevant Luxembourg law, the General Partner proposes that a new authorisation be granted to the Company to acquire ordinary shares, directly or indirectly (through subsidiaries or otherwise, such as through an intermediary or agent) for a period up to the date of the next annual general meeting, subject to such period being no longer than 13 months from the date of this authorisation (the "Period").
The General Partner proposes that the Company be authorised to acquire during the Period, in accordance with applicable laws and regulations, up to a maximum of 39 188 257 ordinary shares, being the number of shares corresponding to 20 per cent of the Company's issued ordinary share capital as at 13 August 2026 (being 195 941 286 ordinary shares), for valuable consideration, by all means, on any one or combination of the Luxembourg Stock Exchange, Euronext Amsterdam or the Johannesburg Stock Exchange, at a price no more than an amount equal to 110 per cent of the reference price of the ordinary shares on the relevant exchange and not less than one euro cent; the reference price being the weighted average price for the market value for such ordinary shares for the five days of trading immediately prior to the acquisition of such shares.
The General Partner will at all times retain full discretion with regard to the acquisition of shares of the Company. This includes whether and when to initiate any acquisition process and determining the quantum, terms and conditions of any such planned acquisition of ordinary shares of the Company (subject to the limits set out above), having regard to, inter alia, available liquidity in order to fulfil any purchase and other obligations of the Company and the anticipated acquisition price per share relative to the estimated net asset value per share of the Company at that time.
The present notice for the AGM Meeting, the statutory financial statements and the consolidated financial statements of the Company for the accounting year ended 31 March 2026, together with the reports of the approved statutory auditor, the Board of Overseers and the General Partner and any draft resolutions, are available at the registered office of the Company and on the Company's website: http://www.reinet.com.
The AGM Meeting will be validly constituted to resolve on the matters raised in the agenda regardless of the number of shares represented at the AGM Meeting; resolutions to be considered at the AGM Meeting are approved by a simple majority of the votes cast.
Shareholders who together hold at least 5 per cent of the share capital may place items on the agenda of the AGM Meeting and submit draft resolutions for all the items on the agenda. Any such request must reach the Registrar, UI efa S.A., by email (transferagencysetup@efa.eu) no later than 22 July 2026.
Every shareholder who attends the AGM Meeting in person shall have the right to ask questions related to the items on the agenda of the AGM Meeting.
Please refer to a later section should you wish to join the AGM Meeting via the live transmission.
EGM Meeting
AGENDA
Amendment to article 20 of the articles of association of the Company to insert the following three new paragraphs after the second paragraph of such article, to enable the board of directors of the Manager, when organising a general meeting, to set up arrangements allowing shareholders to participate by electronic means in a general meeting:
"When organising a general meeting, the board of directors of the Manager may also in its sole discretion decide to set up arrangements allowing shareholders to participate by electronic means in a general meeting by way, inter alia, of the following forms of participation: (i) real-time transmission of the general meeting; (ii) real-time two-way communication enabling shareholders to attend the general meeting from a remote location; or (iii) a mechanism for casting votes, whether before or during the general meeting, without the need to appoint a proxyholder physically present at the meeting.
If decided by the board of directors of the Manager to allow full participation in the general meeting by the foregoing means, any shareholder who validly participates shall be deemed to be present, shall be counted when determining a quorum and shall be entitled to vote on all agenda items of the general meeting.
The board of directors of the Manager may adopt any regulations and rules concerning the participation of shareholders at general meetings in accordance with Luxembourg law including with respect to ensuring the identification of shareholders and proxyholders and the safety of electronic communications."
Further to the above-mentioned amendment, article 20 of the articles of association of the Company will read as follows:
"Art. 20. Procedure. The annual meeting of shareholders shall be held within six (6) months of the end of each accounting year at the registered office of the Company or at such other place in the Grand Duchy of Luxembourg as may be specified in the convening notice of such meeting. The annual general meeting may be held abroad if, in the absolute and final judgment of the Manager, exceptional circumstances so require.
Other meetings of shareholders may be held at such places and times as may be specified in the respective notices of meeting.
When organising a general meeting, the board of directors of the Manager may in its sole discretion decide to set up arrangements allowing shareholders to participate by electronic means in a general meeting by way inter alia of the following forms of participation: (i) real time transmission of the general meeting; (ii) real time two-way communication enabling shareholders to attend the general meeting from a remote location; or (iii) a mechanism for casting votes, whether before or during the general meeting, without the need to appoint a proxyholder physically present at the meeting.
If decided by the board of directors of the Manager to allow full participation in the general meeting by the foregoing means, any shareholder who participates in a general meeting of the Company by the foregoing means shall be deemed to be present, shall be counted when determining a quorum and shall be entitled to vote on all agenda items of the general meeting.
The board of directors of the Manager may adopt any regulations and rules concerning the participation of shareholders at general meetings in accordance with Luxembourg law, including with respect to ensuring the identification of shareholders and proxyholders and the safety of electronic communications.
If all the shareholders are present or represented at the general meeting of the shareholders and if they state that they have been informed of the agenda of the meeting, the meeting may be held without prior notice.
All shareholders are invited to attend and speak at all general meetings of shareholders. A shareholder may act at any general meeting of shareholders by appointing another person, who need not be a shareholder, as his proxy, in writing, by electronic message or by telefax or any other means of transmission approved by the Manager capable of evidencing such proxy. Such proxy shall be deemed valid, provided that it is not revoked, for any reconvened shareholders' meeting. The general meetings of the shareholders shall be presided over by the Manager or by a person designated by the Manager or, if convened by the Board of Overseers, by a person designated by the Board of Overseers. The chairman of the general meeting of shareholders shall appoint a secretary. The general meeting of shareholders may elect a scrutineer.
Except as otherwise required by law or as otherwise provided herein, resolutions at the meeting of shareholders duly convened will be passed by an absolute majority of those present and voting."
In accordance with article 450-3 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, the present EGM Meeting requires at least half of the share capital to be present or represented on first convening in order to validly deliberate on the proposed amendment to the articles of association. Resolutions shall be passed by at least two-thirds of the votes cast.
Every shareholder who attends the EGM Meeting in person shall have the right to ask questions related to the item on the agenda of the EGM Meeting.
Please refer to a later section should you wish to join the EGM Meeting via the live transmission.
The present notice for the AGM Meeting and EGM Meeting and any draft resolutions are available at the registered office of the Company and on the Company's website: http://www.reinet.com.
Instructions for attendance and voting
Persons entitled to participate in and vote at the Meetings are all persons (or their proxy) who were shareholders of record of the Company at midnight CEST (Luxembourg time) on Thursday, 30 July 2026 (the "Record Date").
(i) Instructions for holders of shares whose ownership is directly recorded in the Company's shareholders' register (defined for the purposes of this section only as 'Registered Shareholders').
Registered Shareholders whose ownership is directly recorded in their own name in the Company's shareholders' register who wish to attend the Meetings or who wish to appoint a proxy to represent them at the Meetings must notify UI efa S.A., 2, rue d'Alsace, L-1122 Luxembourg (the "Registrar") no later than Thursday, 6 August 2026. The Registrar will draw up a list of shareholders and proxy holders authorised to attend the Meetings.
Registration forms to request admission to the Meetings or to appoint a proxy to attend the Meetings may be obtained from the Registrar or downloaded from the Company's website: http://www.reinet.com.
Registered Shareholders may appoint a proxy, who need not be a shareholder, as their representative at the Meetings. Forms of proxy are provided on the registration forms for admission to the Meetings. The signed proxy must be sent by mail, telefax (+352 48 65 61 80 02) or email to either the Company or UI efa S.A. (transferagencysetup@efa.eu).
Proxy voting instructions may be given to the Chairman of the Meetings; these must be received by the Registrar duly completed and signed by Thursday, 6 August 2026. Unless proxies given to the Chairman of the Meetings include explicit instructions as to the contrary, voting rights will be exercised in support of the proposals of the General Partner.
Registration forms for admission to the Meetings must be delivered to the Registrar on Thursday, 6 August 2026 at the latest. No admission cards will be issued after that day.
(ii) Instructions for shareholders whose shares are held in the European clearing systems (Euroclear Nederland, Euroclear Bank, Clearstream) and are traded on Euronext Amsterdam or the Luxembourg Stock Exchange (defined for the purposes of this section only as 'European Shareholders')
European Shareholders may (a) attend the Meetings in person, (b) appoint a proxy (who need not be a shareholder) as their representative at the Meetings or (c) grant a proxy and issue voting instructions prior to the Meetings.
(a) Attending the Meetings in person
European Shareholders who wish to attend the Meetings may follow either of the following processes:
(1) Register via the e-voting Platform ("Evote by ING") administered by ING Bank ("ING") at https://evote.ingwb.com or via their own intermediary, in any event no later than Thursday, 6 August 2026. After registration on Evote by ING, the European Shareholders' information provided will be verified with the information held by the European Shareholders' intermediary as at the Record Date. When the intermediary has confirmed the information, the registration will be accepted. Duly registered European Shareholders will be provided by ING with an attendance card and details on how to gain access to the Meetings by email.
(2) Send in a legally valid written registration form to ING at the address below, in any event no later than Thursday, 6 August 2026. A registration form to request admission to the Meetings is available as of today at http://www.reinet.com. European Shareholders must also instruct their bank or financial intermediary with whom the shares are on deposit to send a certificate (the “Shareholding Certificate ?) to ING at the address below to be received no later than Thursday, 6 August 2026 indicating clearly the precise identity of the European Shareholders and confirming the number of shares being held by the European Shareholders as at the Record Date. After completion of this registration process, European Shareholders will be provided by ING by email with an attendance card and details on how to gain access to the Meetings.
(b) Appointing a proxy as their representative at the Meetings
European Shareholders who wish to appoint a proxy, as their representative at the Meetings may follow either of the following processes:
(1) Register their proxy via Evote by ING at https://evote.ingwb.com or via their own intermediary, in any event no later than Thursday, 6 August 2026. After registration on Evote by ING, the European Shareholders' information provided will be verified with the information held by the European Shareholders' intermediary as at the Record Date. When the intermediary has confirmed the information, the registration will be accepted. European Shareholders who have duly registered their proxy will be provided by ING with (an) attendance card(s) with proxy registration by email.
(2) Send in a legally valid written proxy instrument to ING at the address below, in any event no later than Thursday, 6 August 2026. A proxy form is available as of today at http://www.reinet.com. European Shareholders who wish to appoint a proxy must also instruct their bank or financial intermediary with whom the shares are on deposit to send a Shareholding Certificate to ING at the address below to be received no later than Thursday, 6 August 2026 indicating clearly the precise identity of the European Shareholders and confirming the number of shares being held by the European Shareholders as at the Record Date. After completion of this registration process, European Shareholders will be provided by ING by email with an attendance card with proxy registration.
(c) Granting a proxy and issuing voting instructions
European Shareholders who wish to grant a proxy and issue voting instructions prior to the Meetings may follow either of the following processes:
(1) Register their instructions via Evote by ING at https://evote.ingwb.com or via their intermediary in any event no later than Thursday, 6 August 2026. After registration on Evote by ING, the European Shareholders' information provided will be verified with the information held by the European Shareholders' intermediary as at the Record Date. When the intermediary has confirmed the information the voting instructions will be accepted.
(2) Send in a legally valid written proxy instrument to ING at the address below, in any event no later than Thursday, 6 August 2026. A proxy voting form is available as of today at http://www.reinet.com. Proxy voting instructions may be given to the Chairman of the Meetings. A Shareholding Certificate in respect of the shares must be provided to ING at the address below to be received no later than Thursday, 6 August 2026 indicating clearly the precise identity of the shareholder and confirming the number of shares being held by the European Shareholders as at the Record Date. Failure to provide the Shareholding Certificate will invalidate the proxy voting instructions. A person designated by the Company will collect all voting instructions and submit them at the Meetings. Unless proxies given to the Chairman of the Meetings include explicit instructions as to the contrary, voting rights will be exercised in support of the proposals of the General Partner.
The Evote by ING is available from the publication date of this convening notice until seven days before the Meetings. This means that European Shareholders can use Evote by ING from Tuesday, 14 July 2026 to Thursday, 6 August 2026, 5:00 pm CEST (Luxembourg time). The Evote by ING will close on Thursday, 6 August 2026, at 5:00 pm CEST (Luxembourg time), but European Shareholders can still view any instructions they have given.
ING address:
ING Bank N.V.
Attn. Robert Peerenboom
Issuer Services, Location code TRC 02.039
Foppingadreef 7, 1102 BD Amsterdam
The Netherlands
Email address ING: agm.pas@ing.com
(iii) Instructions for shareholders whose shares are held in South Africa through Central Securities Depository Participants ("CSDPs") or brokers and are traded on the Johannesburg Stock Exchange (defined for the purposes of this section only as "South African Shareholders").
South African Shareholders who were shareholders of record of the Company at midnight (South African time) on Friday, 3 July 2026 (the "Posting Record Date") will receive a notice of the Meetings. The notice of the Meetings will be distributed on Tuesday, 14 July 2026.
South African Shareholders whose ownership is indirectly recorded through CSDPs and brokers whose shares are traded on the Johannesburg Stock Exchange and who wish to attend the Meetings, either in person or by proxy, must advise their broker or CSDP in accordance with the mandate with their broker or CSDP, and their broker or CSDP will issue the necessary letter of representation to the South African Shareholders to allow the South African Shareholders or their proxy holder to attend and vote at the Meetings. The broker or CSDP of South African Shareholders should contact South African Shareholders to ascertain how they wish to cast their vote at the Meetings and should thereafter cast the votes in accordance with the South African Shareholders' instructions. If South African Shareholders have not been contacted by their broker or CSDP, it is advisable for them to contact their broker or CSDP and furnish it with their voting instructions.
If a broker or CSDP does not obtain voting instructions from a South African Shareholder, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between the South African Shareholders and their broker or CSDP. A registration form to request admission to the Meetings or to appoint a proxy is available as of today at http://www.reinet.com.
As the Record Date is Thursday, 30 July 2026, the last day to trade to determine eligible South African Shareholders that may vote at the Meetings is Monday, 27 July 2026.
Requests for letters of representation and voting instructions must be submitted by brokers and CSDPs to Strate no later than 12:30 pm (South African time) on Thursday, 6 August 2026 so that they may be collated and verified by Strate prior to the Meetings. South African Shareholders should therefore submit their requests for a letter of representation or voting instructions to their broker or CSDP within the time period required by their broker or CSDP or as stipulated in the custody agreement concluded between South African Shareholders and their broker or CSDP.
(iv) Admittance to the Meetings
Shareholders wishing to vote, appoint a proxy or otherwise participate formally in the Meetings must do so in accordance with the attendance, proxy and voting procedures described in this convening notice.
For shareholders attending the Meetings physically, registration for admission to the Meetings will take place from one hour before the commencement of the AGM Meeting.
Shareholders or their proxy holders must hand in their attendance card at the registration desk and sign the attendance list for the Meetings. Any person attending or participating in a shareholders' meeting must present reasonably satisfactory identification, and the person presiding at the Meetings must be reasonably satisfied that such person's right to participate in and vote at the Meetings, whether as a shareholder or as proxy for a shareholder, has been reasonably verified. Proxy holders may also be requested to hand in a copy or the original of their proxy instrument at the registration desk.
Shareholders or proxy holders not registered to attend the Meetings will not be allowed to participate.
Identification
All Meetings' participants registering to participate in the Meetings using the online registration method contemplated above will be required to provide identification reasonably satisfactory by uploading the relevant documentation via the online registration portal.
The transfer secretaries, who will perform the identification, must be reasonably satisfied that the right of that person to attend and participate in the Meetings as a shareholder, proxy or representative of a shareholder has been reasonably verified.
Acceptable forms of identification include valid passports, identity documents, driver's licences and other government-issued identification documents.
(v) Attendance via electronic live transmission
The Company will make available an electronic access facility through the Lumi Global platform ("Lumi Platform"), enabling shareholders who have completed the applicable registration and verification process to follow the live transmission of the Meetings remotely.
Shareholders who have indicated on their registration and proxy form instruments, by letter or email to ING and/or Computershare, that they wish to follow the live transmission of the Meetings and the Q&A session via the electronic Lumi Platform will receive by email an invitation to participate via the Lumi Platform, together with a personal login and password. These credentials are unique to the registered shareholder nominated on this form and may not be shared. Shareholders may be requested to present additional forms of identification to complete this registration process.
On the date of the Meetings (ie Thursday, 13 August 2026), as from 13:30 pm CEST (Luxembourg time), they can log in at the internet address mentioned in the invitation to virtually join the Meetings.
To virtually join the Meetings via this electronic communication tool, you must have a computer, laptop, smartphone or tablet with:
a) a stable internet connection (Chrome, Safari or Edge);
b) a screen on which you can follow the live feed of the Meetings;
c) speakers or a headset that allows you to follow the audio of the Meetings; and
d) a touchscreen or keyboard that allows you to ask questions in writing.
Pre-registration and/or registration for access to the Lumi Platform does not constitute any registration for attendance, voting or formal representation at the Meetings, which remains subject to the procedures and requirements set out (above) in this convening notice and in the articles of association of the Company.
Shareholders accessing the Meetings through the Lumi Platform will be able to view and listen to the live transmission and may submit questions in writing, either in advance of the Meetings or during the Meetings, in accordance with the arrangements described in this notice.
The Lumi Platform will operate as a one-way communication channel for remote attendees: shareholders accessing the Meetings through Lumi Platform will not be able to speak at the Meetings or cast any votes through the Lumi Platform. All votes on the items presented to the AGM Meeting and EGM Meeting must be dealt with in line with the procedures set out in the earlier sections of this document.
Shareholders are also referred to the "Electronic Participation Meeting Guide" published on the Company's website at http://www.reinet.com for instructions on electronic attendance.
Questions
The Company appreciates that the Meetings and the Q&A session present an opportunity for shareholders to receive an update on the Company and to ask questions to the Board. As described above in relation to access through the Lumi Platform, shareholders accessing the Meetings and the Q&A session electronically may submit questions in writing through the Lumi Platform. Shareholders attending the Meetings and the Q&A session in person may ask questions live at the Meetings and the Q&A session.
The Company would like to respond to as many shareholders' questions as possible and therefore encourage shareholders to submit their questions in advance of the Meetings and the Q&A session by sending them through the Lumi Platform or by email to the Company Secretary at info@reinet.com, no later than 10:30 am CEST (Luxembourg time) on 11 August 2026. In order to be efficient in the responses on the day, questions may be combined by relevant theme and/or reformulated.
Shareholders wishing to virtually join the Meetings and the Q&A session via electronic means must follow the instructions for attendance and participation set out above. The cost (e.g. for mobile data consumption or internet connectivity) of electronic participation in the Meetings and the Q&A session will be borne by the participant. The participant acknowledges that the electronic communication services are provided by third parties and indemnifies the Company and its general partner's directors/employees/Company Secretary/Transfer Secretaries/service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the electronic services, whether or not the problem is caused by any act or omission on the part of the participant or anyone else. In particular, but not exclusively, the participant acknowledges that he/she will have no claim against the Company or the board of directors of its general partner/employees/Company Secretary/transfer secretaries/service providers if he/she is unable to access the Lumi Platform to join the Meetings and the Q&A session virtually, or for any consequential damages or otherwise arising from the use of the electronic services or any defect in them, or from total or partial failure of the electronic services and connections linking the participant via the electronic services to the Meetings and the Q&A session.
Personal data processing
Shareholders are informed that the Company, as controller, processes the personal data of the shareholders and proxyholders (name, address, contact details, shareholding) in the context of the Meetings in accordance with applicable data protection laws. The Company processes such personal data in order to comply with the legal obligation of holding the Meetings. Such personal data will be used for the purposes of analysing and administering the attendance and voting process and the remote access in connection with the Meetings and the Q&A session and will be accessed by entities assisting in the administration of the voting process, such as the Registrar, ING, Lumi Global and South African entities processing personal data of the South African Shareholders on behalf of the Company. Shareholders and proxyholders may notably request access to, and rectification of the personal data processed by the Company by contacting the Company Secretary, Ms Caroline Apostol, 35 boulevard Prince Henri, L-1724 Luxembourg, Tel: +352 22 42 10, email: data-protection@reinet.com.
The Company's ordinary shares are listed on the Luxembourg Stock Exchange, Euronext Amsterdam and the Johannesburg Stock Exchange, the listing on the Johannesburg Stock Exchange is a secondary listing. The Company's ordinary shares are included in the 'LuxX' index of the principal shares traded on the Luxembourg Stock Exchange.
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Reinet Investments Manager S.A.
General Partner
For and on behalf of
REINET INVESTMENTS S.C.A.
Tuesday, 14 July 2026
Date: 14-07-2026 07:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
