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Notice of annual general meeting
Shareholders are invited to join the directors and management of ABIL from 10:00 on 26 February 2004, for an educational
discussion regarding share ownership and dividends.
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action to take, please consult your stockbroker, banker, accountant, legal adviser or other professional
adviser immediately.
African Bank Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021193/06)
(“the company”)
Notice is hereby given that the fifty-seventh annual general meeting of the shareholders of the company will be held on 26 February 2004,
at 11:00 at African Bank Limited, 59 16th Road, Midrand, for the following business:
1. To receive and consider the annual financial statements for the year ended 30 September 2003.
2. To consider all and any matters of the company which, in terms of the company’s articles of association, do not constitute special
business of the company.
3. To consider and, if deemed fit, to pass with or without modification, the following resolutions:
4. Ordinary resolution number 1
4.1 RESOLVED THAT the resolution, regarding the resignation and appointment of directors, referred to in paragraph 4.2 below,
be moved as a single resolution on the basis that if there are any objections to this, the resignation and re-election of each of
the directors referred to in paragraph 4.2 below shall each be treated and moved separately.
4.2 RESOLVED THAT as:
4.2.1 Ashley Tugendhaft, Brian Paxton Furbank Steele, Thamsanqa Mthunzi Sokutu, Günter Zeno Steffens, Ramani Naidoo,
David Braidwood Gibbon, Bahle Dawn Goba, Angus George Herselman and Antonio Fourie are required to retire as
directors of the company at this general meeting, in accordance with the articles of association; and
4.2.2 such persons offer themselves for re-election
Ashley Tugendhaft, Brian Paxton Furbank Steele, Thamsanqa Mthunzi Sokutu, Günter Zeno Steffens, Ramani Naidoo,
David Braidwood Gibbon, Bahle Dawn Goba, Angus George Herselman and Antonio Fourie be re-appointed as
directors of the company with immediate effect.
Curriculum vitaes for these directors appear at the end of this notice.
5. Ordinary resolution number 2
RESOLVED THAT the entire unissued share capital of the company be and is hereby placed under the control of the directors of the
company who are hereby authorised to issue all or any of them on such terms and conditions as they may determine but subject
to:
5.1 sections 221 and 222 of the Companies Act, No 61 of 1973, as amended (“the Companies Act”);
5.2 the JSE Securities Exchange South Africa (“the JSE”) Listings Requirements (“JSE Listings Requirements”); and
5.3 the Banks Act, No 94 of 1990, as amended (“the Banks Act”)
provided that nothing herein shall give the directors a mandate to issue any shares of any class in the capital of the company for cash.
6. Ordinary resolution number 3
RESOLVED THAT the directors shall have the power to make payments to the company’s shareholders when the directors consider
it appropriate in the circumstances subject to the following:
6.1 this authority shall be valid until the company’s next annual general meeting or for 15 months from the date of this resolution,
whichever period is shorter;
6.2 any general payments may not, in any one financial year, exceed 20% of the company’s issued share capital, including reserves
but excluding:
6.2.1 minority interests; and
6.2.2 revaluation of assets and intangible assets that are not supported by a valuation by an independent professional expert
acceptable to the JSE prepared within the last six months measured as at the beginning of such financial year; and
African Bank Investments Limited 136