Full integrated annual report - African Bank - Investoreports

16.6 the minimum funding return (albeit interest or dividend) of any such fi nancial assistance, in the
case of a fl oating rate instrument, will be the prime overdraft rate of the lender’s main bankers
applicable at the date of issue (which rate is, at the date of issue of this notice, currently 9%) per
annum (nominal annual compounded semi-annually) and, in the case of a fi xed rate instrument,
will be determined with reference to a relevant risk-free benchmark of equivalent duration to the
funding instrument concerned plus a margin above such relevant risk-free benchmark calculated,
at the inception of such funding arrangement, to provide at least the equivalent of the minimum
funding return referred to above;
16.7 there may not be security received in respect of the funding although the borrower will be obliged
to maintain an asset to debt cover ratio of at least two (calculated as if the funding had been raised
and utilised for the purposes intended being the purchase of ABIL shares or rights to ABIL shares
and/or to redeem or settle any other third party funding obligation);
16.8 the rights of the lender may be subordinated to other external funders of the borrower; and
16.9 any funding return not paid by the borrower to the lender timeously will accumulate for later
payment or for payment on redemption.
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 10
Eyomhlaba and Hlumisa were established in 2005 and 2008 respectively as special purpose vehicles
with the main object of acquiring and continuing to acquire ABIL ordinary shares. It is through those
companies that broad-based ownership of a signifi cant number of ABIL ordinary shares by black persons
is intended to be achieved. Currently, Eyomhlaba and Hlumisa jointly own 7,5% of the ordinary shares
of ABIL. ABIL would like the ability to provide fi nancial assistance to either or both of Eyomhlaba and
Hlumisa should ABIL believe that this will assist ABIL towards achieving its black economic empowerment
objectives through such funding. For this reason, it is necessary to obtain the approval of shareholders as
set out in the special resolution above.
17. Special resolution 11 – general repurchases
RESOLVED THAT, as a general approval, the acquisition by the company, and/or any subsidiaries of the
company, from time to time, of the issued securities of the company, upon such terms and conditions
and in such amounts as the directors of the company may from time to time determine, be and is hereby
authorised, but subject to the MOI of the company, the provisions of the 2008 Companies Act and the JSE
Listings Requirements, when applicable, and provided that:-
17.1 the acquisitions by the company and its subsidiaries of securities in the capital of the company
may not, in the aggregate, exceed in any one fi nancial year, 3% of the company’s issued share
capital of the class of the repurchased securities;
17.2 the aggregate percentage of issued securities in the company which the company’s subsidiaries
may hold as treasury stock, at any time, shall not exceed 10% of the company’s issued share
capital for each class of securities at the relevant times and no voting rights attached to those
securities may be exercised while those securities are held by such subsidiaries;
17.3 Additional requirements imposed by the JSE Listings Requirements
It is recorded that the company or its subsidiaries may only make a general acquisition of securities
of the company if the following JSE Listings Requirements are met:
17.3.1 the repurchase of securities being effected through the order book operated by the JSE
trading system and done without any prior understanding or arrangement between the
company and the counterparty (reported trades are prohibited);
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