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13.6 Any repurchases shall comply with the limitations set out in special resolution number 2 and the requirements of
paragraph 5.72 of the JSE Listings Requirements. No repurchases shall be effected in terms of special resolution number 2
unless the sponsor of the company and its group provides a letter to the JSE on the adequacy of the company’s working
capital in terms of the JSE Listings Requirements.
13.7 The shareholders are referred to pages 75, 91 to 95 and 153 to 156 of the annual report to which this notice is attached
for general information regarding the company, its directors and management and its major shareholders.
14. Special resolution number 3
RESOLVED THAT the articles of association of the company be amended by:
14.1 the insertion of the underlined text in article 23.3:
“23.3 Any dividend so declared may be paid and satisfied, either wholly or in part, by the distribution of specific assets, and
in particular of paid up shares or debentures of any other company, or in cash or in any one or more of such ways as the
directors may at the time of declaring the dividend determine and direct (including, but not limited to, utilising the
methodology referred to in article 23.13), and where any difficulty arises in regard to the distribution they may settle the
same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part
thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed
in order to adjust the rights of all parties and may vest any such assets in trustees upon such trusts for the persons
entitled to the dividend as may seem expedient to them.”
14.2 the insertion of the underlined text in the third sentence of Article 23.4:
“All unclaimed dividends may be invested or otherwise made use of by the directors for the benefit of the company until
claimed, provided that dividends unclaimed for a period of not less than 12 (twelve) years from the date on which such
dividends became payable and not previously forfeited may be forfeited by the directors for the benefit of the company
provided that if any dividend payments are to be retained in trust in the manner contemplated in article 23.13, this period of
12 (twelve) years shall only commence in respect of such payments once the aggregate of the accumulated amounts due to
the affected members exceeds the minimum amount determined by the directors as contemplated in article 23.13.”
14.3 the insertion of the underlined text in the first sentence of article 23.10:
“23.10 Each dividend, interest or other moneys payable to the registered holder of shares may be paid by cheque, warrant,
coupon or otherwise as the directors may from time to time determine (including, but not limited to, utilising the
methodology referred to in article 23.13), and may, if paid otherwise than by coupon, be sent by post to the last
registered address of the member entitled thereto, or any other address requested by him, or in the case of joint
holders to that one of them first named in the register in respect of such joint holdings, and the payment of such
cheque or warrant if purporting to be duly endorsed, or the surrender of any coupon, shall be a good discharge to
the company in respect thereof.”
14.4 the insertion of the following article as article 23.13:
“23.13 The directors of the company may hold in trust (or pay to another entity to hold in trust) small cash dividends, due
to any members of the company who hold the company’s securities in certificated form, without interest if, in the
discretion of the directors, the payment of such dividends would be uneconomical for any such members and/or for
the company. Such retained amounts shall be added to subsequent dividends payable to affected members and the
accumulated amounts shall be released to an affected member where the aggregate of the accumulated amounts
due to such member exceeds the minimum amount of R25,00 or such other amounts as proposed by the directors
and agreed to by the JSE Securities Exchange, South Africa, from time to time. Such retained amounts shall also be
released to affected members who specifically request payment or where such affected members’ shareholdings are
transferred out of the company’s certificated register.”
15. Reasons for and effect of special resolution number 3
15.1 The reason for special resolution number 3 is to amend the articles of the company so that the directors of the company have
the authority to accumulate small cash dividends due to members where payment of such dividends would be uneconomical
for such members and/or the company.
15.2 This resolution has been necessary due to the large number of shareholders of the company who hold a small number of
shares, resulting in dividend payments to such shareholders which are more expensive to process than the value of the
dividend payment and significant aggravation to such shareholders.
15.3 The effect of special resolution number 3 is to amend article 23 of the articles of association of the company to authorise the
directors to cause small cash dividend payments to be accumulated until the amount accumulated is of sufficient value to be
released to members. Members affected thereby will, however, be able to call for the release of such amounts to them at any time.
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African Bank Investments Limited