REX TRUEFORM GROUP LIMITED - Notification in terms of section 45(5) of the Companies Act 71 of 2008

Notification in terms of section 45(5) of the Companies Act 71 of 2008

REX TRUEFORM GROUP LIMITED
(formerly Rex Trueform Clothing Company Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO     ISIN: ZAE000250387
JSE share code: RTN     ISIN: ZAE000250395
JSE share code: RTOP    ISIN: ZAE000250403
("Rex Trueform")


NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008


Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act 71 of 2008
(“the Companies Act”), and:

-   pursuant to the special resolution passed at the annual general meeting of Rex Trueform held on 30 November 2018 
    authorising the board of directors of Rex Trueform ("the board") to provide direct or indirect financial assistance 
    to, inter alia, related parties, the board has adopted a resolution on 24 June 2019 in terms of section 45(2) of 
    the Companies Act authorising Rex Trueform to provide financial assistance to its holding company, African and Overseas 
    Enterprises Limited ("AOE"), by way of Rex Trueform agreeing to make a loan facility available to AOE; and

-   for the purposes of, and pursuant to, the Rex Trueform Group Limited Incentive Scheme ("the Scheme") housed
    within the Rex Trueform Share Trust ("the Trust") (which Scheme was approved and adopted by Rex Trueform's shareholders 
    at its annual general meeting held on 30 November 2018 and satisfies the requirements of section 97 of the Companies Act), 
    the board has, in terms of section 45(2) of the Companies Act, adopted a resolution on 24 June 2019 authorising Rex Trueform 
    to provide financial assistance to the Trust by way of Rex Trueform agreeing to make a loan facility available to the Trust, 
    and on 26 June 2019 authorising Rex Trueform to provide financial assistance to certain participants in the Scheme by way of 
    Rex Trueform agreeing to make loan facilities available to such participants.

The board resolutions in this regard were adopted in compliance with the provisions of section 45 of the Companies Act.

8 July 2019


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