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BARCLAYS AFRICA GROUP LIMITED - Withdrawal of resolution originally to be tabled at AGM and update on name change timetable

Release Date: 03/05/2018 07:05
Code(s): BGA ABSP     PDF:  
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Withdrawal of resolution originally to be tabled at AGM and update on name change timetable

Incorporated in the Republic of South Africa
Registration number: 1986/003934/06
ISIN: ZAE000174124
JSE share code: BGA
(“Barclays Africa Group” or “the Group”)

Authorised financial services and registered credit provider (NCRCP7)
Incorporated in the Republic of South Africa
Registration number: 1986/004794/06
JSE share code: ABSP
ISIN: ZAE000079810


Shareholders are advised that the board of Barclays Africa Group has withdrawn Ordinary Resolution
1.2 dealing with the re-appointment of KPMG Inc. from consideration at the Annual General Meeting
(AGM) to be held on Tuesday, 15 May 2018.

Ordinary Resolution 1.1 relates to the re-appointment of Ernst & Young Inc. as external auditor and
remains as proposed in the Notice of AGM.

In our Notice of AGM, the board proposed that KPMG Inc. be re-appointed as one of the Group’s
external auditors for the 2018 financial year, but stated that it would continue to monitor developments
relating to KPMG. Subsequent to the release of our Notice of AGM, the ongoing and more recent
developments were evaluated by the board, which decided that it is no longer able to support the re-
appointment of KPMG Inc.

The appointment of KPMG Inc. as external auditor of the Group will cease on completion of the
statutory and regulatory audit and reporting matters relating to the 2017 financial year, which is
expected by approximately 31 May 2018.

As stated in our Notice of AGM, the board confirms that through the Group Audit and Compliance
Committee it secured additional support, enhanced quality processes and quality reviews from KPMG
Inc. and KPMG International for the 2017 audit, resulting in an audit of satisfactory quality.

It is a current requirement of the SARB that we require two external auditors acting jointly. We will,
accordingly, start a formal process to appoint a second firm of auditors. Our current auditors EY will, in
the meantime, be the sole auditors of the Group.

The withdrawal of Ordinary Resolution 1.2 from the AGM does not affect the validity of any proxy form
already submitted or to be submitted in respect of all other resolutions to be presented at the AGM.
Shareholders are referred to Special Resolution number 2 in the Notice of AGM pertaining to the
approval of the change of name from Barclays Africa Group Limited to Absa Group Limited. In this
regard, shareholders are advised of an updated name change timetable, as follows:

Salient dates relating to the name change (SA dates and times)                  2018

AGM                                                                             Tuesday, 15 May
Results of AGM on SENS                                                          Tuesday, 15 May
Results of AGM in the press                                                     Wednesday, 16 May
Lodge name change with CIPC (on or about)                                       Wednesday, 16 May

Name change timetable                                                                 2018
Publication of finalisation information (D-8)                                   Tuesday, 3 July
Last day to trade in old securities in respect of the name change (D-3)         Tuesday, 10 July
Shares trade under new name “Absa Group Limited”, ISIN “ZAE000255915”
and code “ABG” (D-2)                                                            Wednesday, 11 July
Record date (D+0; Friday)                                                       Friday, 13 July
Issue of new securities to certificated holders (D+1)                           Monday, 16 July
Dematerialised shareholders will have their accounts at the CSDP/broker
updated on                                                                      Monday, 16 July

(1)     All dates and times are South African dates and times.
(2)     The dates and times may be changed by the Company. Any change will be published on SENS
and in the South African press.
(3)     Shareholders will not be able to dematerialise or rematerialise securities in the name of
Barclays Africa Group between Wednesday, 11 July 2018 and Friday, 13 July 2018, both days
(4)     Share certificates and surrender forms received after 12:00 on the Record Date will have their
replacement certificates posted within 5 Business Days of receipt of surrender forms.

3 May 2018

Nadine Drutman – Group Company Secretary
(+2711) 350-5347

Lead Independent Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited

Joint Sponsor:
Absa Bank Limited – Corporate and Investment Bank

Date: 03/05/2018 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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