MONTAUK HOLDINGS LIMITED - Notice of Meeting of Shareholders of the Company

Notice of Meeting of Shareholders of the Company

MONTAUK HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2010/017811/06
Share code: MNK
ISIN: ZAE000197455
("Montauk" or "the Company" or "the Group")

NOTICE OF MEETING OF SHAREHOLDERS OF THE COMPANY

Notice is hereby given that a Shareholders’ Meeting of the Company (“Shareholders”) will be held on 4
December 2019 at 13h00 at the registered offices of the Company at Suite 801, The Point, 76 Regent Road,
Sea Point, 8005 (“Shareholders’ Meeting”).

The purpose of the Shareholders’ Meeting is for Shareholders to consider and, if approved, to pass, with or
without modification, the ordinary and special resolution proposed therein, which relate to the following
proposed amendments to the Company’s memorandum of incorporation (“MOI”):
• the deletion of clause 16 which stipulates the Company’s financial year end;
• the incorporation of the provisions of section 60 of the Companies Act No71 of 2008, allowing the
    Company to propose written resolutions, subject to the restrictions contained in the JSE Limited Listings
    Requirements;
• to correct an error in the original MOI, which currently requires special resolutions to be approved by the
    approval of “more than 75%”, to rather require such special resolutions to be approved by “at least 75%”
    of the voting rights exercised thereon, which is the standard threshold contained in the Companies Act;
• to align the language relating to the declaration and payment of distributions with the relevant provisions
    in the JSE Listings Requirements and the Companies Act.

The rationale for the deletion of clause 16 of the Company’s MOI is that, in terms of the Companies Act, any
change to the financial year end is a decision of the board of directors, and accordingly the Companies Act
does not require the MOI to contain the financial year end. The board intends to adopt the requisite resolution
to change the year end from 31 March to 31 December, but wishes to amend the MOI to delete the provision
entirely so as to avoid having to obtain shareholder approval unnecessarily for any requisite changes to the
year end in the future.

The notice of the Shareholders’ Meeting has been posted today, 4 November 2019 (“Notice”) and is available
on the Company’s website.

 Salient dates                                                                                          2019
 Record date, being the date on which a Shareholder must be registered in
 the register in order to be eligible to receive the Notice on                            Friday, 25 October
 Notice distributed to Shareholders and announcement on SENS on                        Monday, 4 November

 Last date to trade in order to be eligible to vote on                                Tuesday, 26 November
 Record date, being the date on which Shareholders must be registered in
 the register in order to be eligible to vote at the Shareholders’ Meeting on           Friday, 29 November

 Shareholders’ Meeting held on                                                      Wednesday, 4 December
 Results of Shareholder’s Meeting release on SENS on                                Wednesday, 4 December
 Subject to the approval of the requisite shareholder and board resolutions,
 change of year-end effective from                                                  Wednesday, 4 December


Notes:
1. Forms of proxy must be lodged by no later than 13h00 on 3 December 2019 for administrative purposes.
   Alternatively, such forms of proxy may be handed to the company secretary or chairperson at the
   Shareholders’ Meeting.
2. The above dates and times are subject to change and any changes will be announced on SENS.
3. All times quoted are local times in South Africa.


4 November 2019
Cape Town

Sponsor
Investec Bank Limited

Legal adviser
Edward Nathan Sonnenbergs Incorporated

Date: 04/11/2019 04:35:00
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