CIRCULAR TO AVIOR HOLDINGS SHAREHOLDERS

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 4 of this Circular apply mutatis mutandis to this cover page. ACTION REQUIRED BY SHAREHOLDERS If you are in any doubt as to the action you should take, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your Shares in Avior Holdings, please forward this Circular and the attached annexures to the purchaser to whom, or the CSDP, broker or agent through whom the disposal was effected. Shareholders are referred to page 2 of this Circular, which sets out the action required by them in respect of this Circular. AVIOR CAPITAL MARKETS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2015/086358/06) JSE Share Code: AVR ISIN ZAE ( Avior Holdings or the Company ) CIRCULAR TO AVIOR HOLDINGS SHAREHOLDERS Relating to: the submission of resolutions to Shareholders relating to: the approval and adoption of the Company s Employee Retention Plan; the approval and adoption of the Company s Employee Performance and Retention Plan; and incorporating: the proposed Shareholder Resolutions to be considered and adopted, by voting in writing, by Shareholders in terms of section 60(1) of the Companies Act (Annexure 1); and Form of Written Consent (blue) (Annexure 2). DESIGNATED ADVISOR Date of issue: 12 February 2018 This Circular is available in English only. Copies may be obtained from the registered office of the Company and at the offices of the Company s Designated Adviser, Pallidus Capital Proprietary Limited, at the addresses set out in the Corporate Information and Advisors section of this Circular. A copy of this Circular will also be available on the Company s website (

2 CORPORATE INFORMATION AND ADVISORS COMPANY SECRETARY AND REGISTERED OFFICE Registered address: 11 th Floor, South Tower 140 West Street Sandton, 2196 Company Secretary: Ateeqah Khan 3 rd Floor, The Hudson, 28 Hudson Street Cape Town 8001 Date of incorporation 19 March 2015 Place of Incorporation Pretoria, South Africa DIRECTORS DESIGNATED ADVISOR Pallidus Capital Proprietary Limited (Registration number 2015/030782/07) Suite 3, Southdowns Ridge Office Park, Southdowns, 1240 John Vorster Drive Irene, Centurion, 0123 (Postnet Suite 19, Private Bag X32, Highveld Park 0157) Ground Floor Cradock Heights Corner of Cradock and Tyrwhitt Avenue Rosebank, Johannesburg 2196 TRANSFER SECRETARIES Terbium Financial Services Proprietary Limited (Registration number: 2009/018890/07) Beacon House 31 Beacon Road, Florida North Roodepoort, Johannesburg 1709 (PO Box 61272, Marshalltown, 2107) P Koutromanos (Chief Executive Officer) KS Mattison (Managing Director) J Larsen (Financial Director) M Ramplin * (Chairperson) E Masilela * OM Matloa* * Independent Non-executive

3 TABLE OF CONTENTS Page CORPORATE INFORMATION AND ADVISORS Inside front cover ACTION REQUIRED BY SHAREHOLDERS 2 SALIENT DATES AND TIMES 3 DEFINITIONS AND INTERPRETATIONS 4 CIRCULAR TO AVIOR HOLDINGS SHAREHOLDERS 1. Introduction 6 2. Purpose of this Circular 6 3. Salient terms of the Employee Plans 6 4. Opinion and recommendation Directors responsibility statement Experts consents Approval of Shareholder Resolutions in terms of section 60 of the Companies Act Documents available for inspection 10 ANNEXURE 1 Shareholders Resolution to be considered and adopted, by voting in writing, Attached by Shareholders in terms of section 60(1) of the Companies Act ANNEXURE 2 Form of Written Consent (blue) Attached 1

4 ACTION REQUIRED BY SHAREHOLDERS 1. The definitions and interpretations commencing on page 4 of this Circular apply mutatis mutandis to this Action required by Shareholders section. 2. If you are in any doubt as to what action you should take, you should consult your CSDP, broker, banker, accountant, legal adviser or other professional adviser immediately. 3. If you have disposed of all of your Shares in the Company, this Circular and the attached annexures should be provided to the purchaser to whom, or the CSDP, broker or agent through whom, the disposal was effected. 4. Shareholders or their nominees (as the case may be) will receive this Circular together with the annexures hereto. 5. Shareholders should indicate, by inserting the relevant number of votes that they wish to vote in the appropriate box provided or X should they wish to vote all Shares held by them on the Form of Written Consent (blue) annexed at Annexure 2 to this Circular, how they wish to cast their votes in relation to the Shareholder Resolutions. Shareholders should return the completed and signed Form of Written Consent (blue) to the Company Secretary by no later than 17:00 on Monday, 12 March 2018, at any one of the following addresses: Physical address: 3 rd Floor, The Hudson 28 Hudson Street Cape Town 8001 Postal address: PO Box Mill Street Gardens companysecretary@avior.co.za 6. Should any person receive the Circular in a nominee capacity (for example as a Shareholder s broker or otherwise), then such person must forthwith contact the Shareholder on whose behalf the Shares are held and complete the Form of Written Consent (blue) annexed at Annexure 2 in terms of the mandate that exists between that person and the Shareholder in question, so that the nominee may return the duly completed Form of Written Consent (blue) to the Company Secretary at the contact details that appear in paragraph 5 above by no later than 17:00 on Monday, 12 March 2018, being the Voting Deadline Date. 7. Where a Shareholder or its nominee has received this Circular to which the Shareholder Resolutions are attached, by means of registered post, the Shareholder in question shall be deemed to have received this Circular on the 7th day following the date on which this Circular was posted, unless there is conclusive evidence that it was delivered on a different day. 8. The Board has resolved that the record date for determining which Shareholders are entitled to vote on the Shareholder Resolutions, shall be Friday, 16 February 2018, being the Voting Record Date. 2

5 SALIENT DATES AND TIMES 2018 Record date to determine which Shareholders are entitled to receive this Circular ( Notice Record Date ) on Circular posted to Shareholders and details of the Shareholder Resolutions announced on SENS on Last date to trade for Shareholders to be recorded in the Share Register of the Company on the Voting Record Date on Record date to determine which Shareholders are entitled to vote on the Shareholder Resolutions ( Voting Record Date ) on Deadline for the exercise of voting rights by Shareholders on the Shareholder Resolutions ( Voting Deadline Date ) on Results of the voting by Shareholders on the Shareholder Resolutions announced on SENS and on the Company s website on Results of the voting by Shareholders on the Shareholder Resolutions distributed to Shareholders Friday, 9 February Monday, 12 February Tuesday, 13 February Friday, 16 February Monday, 12 March (20 th Business Day from posting date) Tuesday, 13 March Within 10 Business Days from Tuesday, 13 March Notes 1. The definitions and interpretations commencing on page 4 of this Circular apply mutatis mutandis to the salient dates and times as set out above. 2. Any material changes to the dates and times as set out above, will be announced on SENS. 3

6 DEFINITIONS AND INTERPRETATION In this Circular, unless the context indicates otherwise, reference to the singular shall include the plural and vice versa, words denoting one gender shall include the others, words and expressions denoting natural persons shall include juristic persons and associations of persons and the following words and expressions bear the meanings assigned to them below: Applicable Law Award Award Date Award Letter in relation to a Person, includes any and all statutes, subordinate legislation and common law; regulations; ordinances and by laws; circulars, codes of practice, directives, guidance notices, judgments and decisions of any competent authority or any governmental, intergovernmental or supranational agency, body, department or regulatory, self-regulatory or other authority or organisation; or other similar provisions, from time to time, compliance with which is mandatory for that Person; means an award of a Phantom Bonus in such amount as the RemCo may determine from time to time in accordance with the provisions of the relevant Employee Plan, which Phantom Bonus will result in the settlement on a Participant of Plan Shares in accordance with the provisions of the relevant Employee Plan; means in relation to an Award, the date specified by the Company as the Award Date in the Award Letter, provided that no Award Date will fall during a Prohibited Period (unless the JSE waives the requirements for compliance with this provision in terms of the Listings Requirements in situations where the Board has no discretion in the transaction); means a letter containing the information specified in clause 6.3 of the relevant Employee Plan, in such form as RemCo may prescribe from time to time, sent by the Employer Company to a Participant informing the Participant of the Award of a Phantom Bonus to him; Avior Holdings or the Company means Avior Capital Markets Holdings Limited (registration number 2015/086358/06), a public company incorporated under the laws of South Africa and listed on the JSE; Certificated Shareholder Change of Control Circular Companies Act Company Secretary Conditions CSDP means Shareholders holding certificated Shares; means any and all circumstances where a Person (or Persons acting in concert), directly or indirectly, obtain/s: de facto control of the Company; beneficial ownership of the prescribed percentage or more of the Company s issued Shares; control of the prescribed percentage or more of the voting rights at meetings of the Company; the right to control management of the Company or the composition of the Board; or the right to appoint or remove, or veto the appointment or removal of, Directors holding a majority of voting rights at Board meetings; the approval by the Company s Shareholders of, or the consummation of, a merger or consolidation of the Company with any other business or entity, or upon a sale of the whole or major part of the Company s assets or undertaking; or a transaction that requires the issue of a compliance certificate in respect of the Company by the Takeover Regulation Panel (established pursuant to section 196 of the Companies Act) in accordance with the provisions of the Companies Act; For the purpose of this definition of Change of Control, the expression prescribed percentage has the meaning given to this term from time to time in the Takeover Regulation Panel (as contemplated in the Companies Regulations, 2011) read with the Companies Act, being, as at the date of issue of this Circular, 35%; means this circular to Shareholders, dated Monday, 12 February 2018, including the annexures hereto; means the Companies Act, No. 71 of 2008, as amended from time to time; means the company secretary of Avior Holdings, as reflected in the Corporate Information and Advisors section of this Circular; means the performance conditions which the RemCo determines, at the time of making an Award in terms of the Employee Performance and Retention Plan, which are a prerequisite for the Vesting of any portion of the Phantom Bonus relevant to that Award on any of that Award s Vesting Dates; means a Central Securities Depository Participant appointed by an individual Shareholder for the purpose of and in regard to Dematerialisation in terms of the Financial Markets Act, which operates the custody and settlement procedure for the JSE; 4

7 Dematerialised or Dematerialise Dematerialised Shareholders Directors, Board or Board of Directors Eligible Employee Employee Performance and Retention Plan Employee Retention Plan Employee Plan Employee Plans Employer Company Financial Markets Act Group JSE JSE Listings Requirements Own-Name Registration Participant Person Phantom Bonus Plan Shares Prohibited Period RemCo RSA or South Africa Settled Shareholders Share Shareholder Resolutions Vest Vesting Date 1 Vesting Date 2 Vesting Date 3 Vesting Date Tax means the process by which Certificated Shares held by Certificated Shareholders are converted into and are held in electronic form as uncertificated Shares and are recorded in the sub-registers administered and maintained by the CSDPs; means a Shareholder holding Dematerialised Shares; means the board of directors of Avior Holdings as constituted from time to time, whose names are set out in the Corporate Information and Advisors section of this Circular; means a Person eligible for participation pursuant to the relevant Employee Plan, namely a full-time employee of the Company or any other Employer Company within the Group, selected by the RemCo from time to time; means the Share incentive scheme, the rules, regulations, terms and conditions of which are set out in the Employee Performance and Retention Plan deed, as approved by the JSE on Tuesday, 16 January 2018 being a Schedule 14 JSE incentive scheme; means the Share incentive scheme, the rules, regulations, terms and conditions of which are set out in the Employee Retention Plan deed, as approved by the JSE on Monday, 11 December 2017 being a Schedule 14 JSE incentive scheme; means either of the Employee Plans, as the context requires; collectively means both the Employee Retention Plan and the Employee Performance and Retention Plan; means any company within the Group that employs a Participant (including the Company); means the Financial Markets Act, No. 19 of 2012, as amended from time to time; means Avior Holdings and its Subsidiaries; means the exchange, licensed under the Financial Markets Act, operated by the JSE Limited (registration number 2005/022939/06), a public company incorporated under the laws of the Republic of South Africa; means the Listings Requirements of the JSE, as amended from time to time; means Dematerialised Shareholders who have instructed their CSDP to hold their Shares in their own name on the sub-register; means an Eligible Employee to whom an Award has been made and who has accepted such Award in accordance with the relevant Employee Plan; means a person as contemplated in terms of the Companies Act; a notional amount Awarded to each Eligible Employee in accordance with the provisions of the relevant Employee Plan. For the avoidance of any doubt, it is recorded that Phantom Bonuses do not constitute actual monetary amounts; means Shares that are Settled on a Participant in terms of the relevant Employee Plan; means prohibited period as contemplated in the JSE Listings Requirements; means the Remuneration Committee of the Board, as constituted from time to time; means the Republic of South Africa; means the issue or transfer of Plan Shares into the name of a Participant means registered beneficial holders of Shares; means an ordinary no par value share in the Share capital of Avior Holdings; means the Shareholder resolutions set out in Annexure 1 to this Circular required for the adoption of the Employee Plans by the Company. means in relation to any portion of an Award of a Phantom Bonus, means that the Participant who was Awarded the Phantom Bonus in question has become unconditionally entitled to receive the Acquisition Amount calculated with reference to such portion of such Award; and Vested and Vesting have corresponding meanings; means in respect of an Award of a Phantom Bonus, the third anniversary of the Award Date; means in respect of an Award of a Phantom Bonus, the fourth anniversary of the Award Date; means in respect of an Award of a Phantom Bonus, the fifth anniversary of the Award Date; means any of Vesting Date 1, Vesting Date 2 or Vesting Date 3, as the context may require; means any tax, levy, impost, duty and/or other charge or withholding of a similar nature (including the penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing); and Taxes has a corresponding meaning. 5

8 AVIOR CAPITAL MARKETS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2015/086358/06) JSE Share Code: AVR ISIN: ZAE ( Avior Holdings or the Company ) Directors P Koutromanos (Chief Executive Officer) KS Mattison (Managing Director) J Larsen (Financial Director) M Ramplin * (Chairman) E Masilela * OM Matloa * * Independent Non-executive CIRCULAR TO AVIOR HOLDINGS SHAREHOLDERS 1. INTRODUCTION 1.1 Avior Holdings wishes to adopt the Employee Plans, which are to be administered by the Company, pursuant to which adoption, Avior Holdings will have the ability to make Awards to Eligible Employees under the relevant Employee Plan. 1.2 The objective and purpose of the Employee Plans are to: Employee Retention Plan: enable the Company to retain Eligible Employees who are able to influence the performance and long-term sustainability of the Company, on a basis which aligns their interests with those of the Company s Shareholders Employee Performance and Retention Plan: enable the Company to incentivise and retain Eligible Employees who are able to influence the performance and long-term sustainability of the Company, on a basis which aligns their interests with those of the Company s Shareholders. 1.3 Capitalised terms in this Circular which have not been defined in this Circular, shall bear the meanings as ascribed to such terms in the Employee Retention Plan and/or the Employee Performance and Retention Plan. 2. PURPOSE OF THIS CIRCULAR The purpose of this Circular is to furnish Shareholders with all the relevant information relating to the Employee Plans, in accordance with Schedule 14 of the JSE Listings Requirements, and for them to consider and, if deemed fit, approve the Shareholder Resolutions required for the Company to adopt the Employee Plans. 3. SALIENT TERMS OF THE EMPLOYEE PLANS Set out below are the salient terms and conditions relating to the Employee Plans: 3.1 General provisions: Applicable to both Employee Plans The terms and conditions set out below are applicable to both Employee Plans Basis upon which Awards are made In determining whether Awards are made to Eligible Employees, the RemCo may have regards to objective criteria, including: the seniority within the Employer Company of the Eligible Employee concerned; the job function of the Eligible Employee; and the ability of that Eligible Employee to influence the performance of the Employer Company and/or the Group, on a basis which aligns his interests with those of the Company s Shareholders. 6

9 3.1.2 Acquisition of Plan Shares Subject to the provisions of the relevant Employee Plan, as soon as reasonably possible after each Vesting Date of an Award, the Employer Company of the relevant Participant shall, after the Phantom Bonus has been grossed-up for Tax purposes and the applicable taxes having been deducted therefrom, utilise the relevant portion of the Phantom Bonus to acquire Plan Shares on behalf of the Participant Plan Shares can be acquired in the following ways: by subscribing for newly issued Shares, at a price which is equal to the 30-day VWAP of such Shares at the relevant Vesting Date; and/or by purchasing Shares from third parties, at the then-prevailing listed price of the Shares on the exchange of the JSE and then transfer those shares to the Participant Payment in respect of Plan Shares No consideration is payable by the Participants to the Company for any Plan Shares, and Plan Shares are acquired on behalf of and Settled on Participants using the amount of cash Awarded as a Phantom Bonus as consideration for services rendered to the Company over the course of their employment prior to the relevant Award Date and during the relevant Vesting Period Transfer rights Prior to the date on which any Plan Shares are Settled on a Participant, the Participant may not alienate, transfer, sell, cede, assign, donate or otherwise encumber and/or grant any security interest on or over those Plan Shares and/or his rights, title or interest thereto Voting Rights Prior to the date on which any Plan Shares are Settled on a Participant, the Participant is not entitled to exercise any Voting Rights in respect of those Plan Shares With effect from the date on which those Plan Shares are Settled on the Participant, that Participant is entitled to exercise all and any Voting rights attached to those Plan Shares Distributions Prior to the date on which any Plan Shares are Settled on a Participant, the Participant is not entitled to receive any Distributions in respect of those Plan Shares The relevant Participant will enjoy all rights and interests attached to those Plan Shares which are Settled on him (including the right to receive distributions in respect thereof) and such Plan Shares will rank pari passu with the other issued Shares of the Company at that time Termination of employment If a Participant ceases to be employed by an Employer Company for any reason whatsoever, then any not defined Unvested Portion of an Award will automatically be forfeited, provided that, if a Participant is dismissed and challenges his dismissal within two months of the date on which his dismissal became effective, then the forfeiture will be deemed not to have occurred if such Participant s employment is reinstated by a court having competent jurisdiction within eight months after the date on which such Participant s dismissal became effective Amendment of the Employee Plans Subject to the provisions of the relevant Employee Plan, no amendment of the Employee Plans in respect of the matters set out in schedule 14.1 of the JSE Listings Requirements shall be effective unless such amendment has first been approved by the JSE and Shareholders passing an ordinary resolution (requiring 75% majority of votes cast in favour of such resolution by all Shareholders present in person or represented by proxy) at a general meeting of Shareholders to approve such resolution Corporate Action The number of Plan Shares will be increased or reduced in direct proportion to any increase or reduction in the number of Shares which the Company is authorised to issue on any consolidation or subdivision of Shares or any capitalisation issue, rights issue, reduction of capital or special dividend, provided that such adjustment gives a Participant an entitlement to the same proportion of Shares as that to which he was previously entitled An independent firm of auditors appointed by the Board, must confirm to the JSE, in writing, that any adjustments made in terms of are in accordance with the provisions of the relevant Employee Plan. Such written confirmation must be provided to the JSE at the time that the adjustment is finalised. Any adjustment made in accordance with this clause must be reported on in the Company s annual financial statements in the year during which the adjustment is made If the Company undergoes a Change of Control as a result of any Person making a general offer to acquire its Shares, or if any Person becomes bound or entitled to acquire the Shares of the Company under section 124 of the Companies Act, or if under section 114 of the Companies Act, the Board approves the implementation of a scheme of arrangement in respect of the Company, or if Participants are, for any reason whatsoever, transferred to a transferee which is not a member of the Group, then the Company s obligations to the Participants in terms of the Employee Plans will, subject to the provisions of the relevant Employee Plan, transfer to the successor in title of the Company. 7

10 3.2 Employee Retention Plan Plan shares The aggregate number of Shares that can be awarded under the Employee Retention Plan shall not exceed Plan Shares, representing 5% of the issued Share Capital of the Company as at 31 January The aggregate number of Shares that may be awarded to any one particular Participant under the Employee Retention Plan is limited to Plan Shares, representing 1% of the issued Share Capital of the Company as at 31 January Participants of Employee Retention Plan Participants under the Employee Retention Plan are defined as Eligible Employees to whom Awards have been made and whom have accepted such Award in the manner contemplated in the Employee Retention Plan All Awards under the Employee Retention Plan must be proposed by the Board and approved in principle and in advance by the RemCo Grant of Awards The Board may (but is not obliged to) resolve to make Awards to Eligible Employees within six months after the beginning of each financial year of the Company, provided that such Awards are made subject to any applicable restrictions imposed by the King Code on Corporate Governance, the JSE Listings Requirements or any other Applicable Law If the Board resolves to make an Award in respect of any financial year, then it shall recommend to the RemCo the names of Eligible Employees (and the value of the Phantom Bonus) who should, in its view, receive Awards. RemCo is, however, responsible for making final determinations regarding Awards in respect of any financial year The Employer Company of each Eligible Employee to whom the RemCo has resolved to make an Award in any financial year shall, as soon as reasonably practicable after the Award Date, notify the Eligible Employee of the grant of the Award to him in an Award Letter. The Award Letter will be in the form prescribed by the RemCo from time to time and will specify: the Phantom Bonus Awarded; the Award Date of the Phantom Bonus; each Vesting Date of the Award; and that the remaining terms of the Award are in accordance with the Employee Retention Plan The Board and the RemCo shall determine the amount of any Award of a Phantom Bonus with reference to the market value of a given number of Plan Shares on each Vesting Date. As such, the exact amount of the portion of the Phantom Bonus which Vests on each Vesting Date will not be known until after that Vesting Date, although the parties will have an objective metric for determining the amount of the Phantom Bonus and, ultimately, the number of Plan Shares to be Settled on a Participant after such Vesting Acceptance by an Eligible Employee of an Award will be communicated to his Employer Company, in writing and in such form as the RemCo may from time to time prescribe, by not later than 30 days after the date of delivery of the relevant Award Letter to the relevant Eligible Employee. An Award which is not accepted by an Eligible Employee will automatically be cancelled and forfeited and will revert to the Employee Retention Plan and become eligible for re-allocation under the Employee Retention Plan, subject to reinstatement or extension by the RemCo in its sole discretion No consideration is payable for the grant of an Award Vesting of Phantom Bonus Each Participant will become unconditionally entitled, on each Vesting Date, to receive a portion of each Award of a Phantom Bonus (i.e. such portion of the Award will have Vested) equal to the market value of the relevant number of Plan Shares which the Board and the RemCo determined were to Vest on that Vesting Date. 3.3 Employee Performance and Retention Plan Plan shares The aggregate number of Shares that can be awarded under the Employee Performance and Retention Plan shall not exceed Plan Shares, representing 5% of the issued Share Capital of the Company as at 31 January The aggregate number of Plan Shares that may be awarded to any one particular Participant under the Employee Performance and Retention Plan is limited to , Plan Shares representing 1% of the issued share capital of the Company on 31 January

11 3.3.2 Participants of Employee Performance and Retention Plan Participants under the Employee Performance and Retention Plan are defined as Eligible Employees, to whom Awards have been made and whom have accepted such Award in the manner contemplated in the Employee Performance and Retention Plan All Awards under the Employee Performance and Retention Plan must be proposed by the Board and approved in principle and in advance by the RemCo Grant of Awards The Board may (but is not obliged to) resolve to make Awards to Eligible Employees within six months after the beginning of each financial year of the Company, provided that such Awards are made subject to any applicable restrictions imposed by the King Code on Corporate Governance, the JSE Listings Requirements or any other Applicable Law If the Board resolves to make an Award in respect of any financial year, then it shall recommend to the RemCo the names of Eligible Employees (and the value of the Phantom Bonus) who should, in its view, receive Awards, together with the Conditions (if any) which should attach to such Award. The RemCo is, however, responsible for making final determinations regarding Awards in respect of any financial year The Employer Company of each Eligible Employee to whom the RemCo has resolved to make an Award in any financial year shall, as soon as reasonably practicable after the Award Date, notify the Eligible Employee of the grant of the Award to him in an Award Letter. The Award Letter will be in the form prescribed by the RemCo from time to time and will specify: the Phantom Bonus Awarded; the Award Date of the Phantom Bonus; each Vesting Date of the Award; the Conditions (if any) which are applicable to the Vesting of the Phantom Bonus comprising the Award; and that the remaining terms of the Award are in accordance with the Employee Performance and Retention Plan The Board and the RemCo shall determine the amount of any Award of a Phantom Bonus with reference to the market value of a given number of Plan Shares on each Vesting Date. As such, the exact amount of the portion of the Phantom Bonus which Vests on each Vesting Date will not be known until after that Vesting Date, although the parties will have an objective metric for determining the amount of the Phantom Bonus and, ultimately, the number Plan Shares to be Settled on a Participant after such Vesting Acceptance by an Eligible Employee of an Award will be communicated to his Employer Company, in writing and in such form as the RemCo may from time to time prescribe, by not later than 30 days after the date of delivery of the relevant Award Letter to the relevant Eligible Employee. An Award which is not accepted by an Eligible Employee will automatically be cancelled and forfeited and will revert to the Employee Performance and Retention Plan and become eligible for reallocation under the Employee Performance and Retention Plan, subject to reinstatement or extension by the RemCo in its sole discretion No consideration is payable for the grant of an Award Vesting of Phantom Bonus The RemCo shall, before any Vesting Date in respect of an Award, assess the extent to which the Conditions imposed on the grant of that Award have been satisfied. To the extent to the RemCo determines that the Conditions imposed on the grant of that Award have been satisfied or exceeded, then the relevant Participant will become unconditionally entitled, the relevant Vesting Date, to receive a portion of each Award of a Phantom Bonus (i.e. such portion of the Award will have Vested) equal to the market value of the relevant number of Plan Shares which the Board and the RemCo determined were to Vest on that Vesting Date (subject to the fulfilment of the relevant Condition/s) To the extent that the RemCo determines that the Conditions imposed on the grant of an Award have not been satisfied or only partially satisfied, it shall determine the portion of the Award, if any, that is to Vest and be Settled on the Participant in question, provided that nothing in the Employee Performance and Retention Plan creates any expectation or right of any Participant to have any portion of his Award Vest or to receive any favourable dispensation from the RemCo if the Condition/s attaching to his Award are not satisfied or only partially satisfied. 9

12 4. OPINION AND RECOMMENDATION 4.1 The Board believes that both the Employee Retention Plan and the Employee Performance and Retention Plan will be beneficial to the Company and the Participants thereof and, in the long term, to the Company s Shareholders. 4.2 The Board (to the extent that such Board members hold any Shares in the Company) intends to vote in favour of the Shareholder Resolutions and recommend that Shareholders also vote in favour thereof. 5. DIRECTORS RESPONSIBILITY STATEMENT The Directors, whose names are given in the Corporate information and Advisors section of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular, and certify that, to the best of their knowledge and belief there are no other facts, the omission of which would make any statement false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required by the JSE Listings Requirements. 6. EXPERTS CONSENTS Each of the experts set out in the Corporate Information and Advisors section of the Circular have consented in writing to act in the capacity stated and to their names being included in this Circular and have not withdrawn their consents prior to publication of this Circular. 7. APPROVAL OF SHAREHOLDER RESOLUTIONS IN TERMS OF SECTION 60 OF THE COMPANIES ACT 7.1 Section 65(2) of the Companies Act provides that the board of directors of a company may propose any resolution to be considered by shareholders, and may determine whether that resolution will be considered at a meeting, or by vote or written consent in terms of section 60 of the Companies Act. 7.2 The Board has resolved that the Shareholder Resolutions, being those resolutions set out in Annexure 1 to this Circular, be considered by Shareholders by written consent in terms of section 60 of the Companies Act. 7.3 In this regard: section 60 of the Companies Act provides that a resolution that could be voted on at a shareholders meeting may instead be submitted for consideration to the shareholders entitled to exercise voting rights in relation to the resolution, and be voted on in writing by shareholders entitled to exercise voting rights in relation to the resolution, within 20 business days after the resolution was submitted to them; and section 60(2) of the Companies Act further provides that such a resolution will have been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have been adopted as an ordinary or special resolution, as the case may be, at a properly constituted shareholders meeting. 8. DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection by Shareholders during normal business hours from Monday, 12 February 2018, to Monday, 12 March 2018, at the registered office of Avior Holdings: 8.1 the Memorandum of Incorporation of the Company; 8.2 signed copy of this Circular; 8.3 signed copies of the Employee Plans; 8.4 signed copies of written consents of the experts set out in the Corporate Information and Advisors section of the Circular; and 8.5 the signed approval letters from the JSE, dated Monday, 11 December 2017 and Tuesday, 16 January 2018 respectively, approving the Employee Plans as submitted. SIGNED AT JOHANNESBURG ON 9 FEBRUARY 2018 BY P KOUTROMANOS ON BEHALF OF THE DIRECTORS OF THE COMPANY, P Koutromanos Chief Executive Officer 10

13 ANNEXURE 1 AVIOR CAPITAL MARKETS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2015/086358/06) JSE Share Code: AVR ISIN: ZAE ( Avior Holdings or the Company ) SHAREHOLDER RESOLUTIONS TO BE ADOPTED IN TERMS OF SECTION 60(1) OF THE COMPANIES ACT Notes: The definitions and interpretations commencing on page 4 of the Circular to which this Annexure 1 is attached, apply mutatis mutandis to the Shareholder Resolutions set out below. Section 60 of the Companies Act provides that a resolution that could be voted on at a shareholders meeting may instead be submitted in writing for consideration to the shareholders entitled to exercise voting rights in relation to the resolution, and be voted on in writing by shareholders entitled to exercise voting rights in relation to the resolution, within 20 Business Days after the resolution was submitted to them. The percentage of voting rights required: for Ordinary Resolution Numbers 1 and 2 to be adopted in terms of the JSE Listings Requirements, is at least 75% of the voting rights exercised on that resolution; and for Ordinary Resolution 3 to be adopted, is more than 50% of the voting rights exercised on that resolution. 1. ORDINARY RESOLUTION NUMBER 1 ADOPTION OF THE EMPLOYEE RETENTION PLAN IT IS RESOLVED THAT, as an ordinary resolution, that the adoption by the Company of the Employee Retention Plan, the salient features of which are included in this Circular the complete document recording the terms of the Employee Retention Plan, as approved by the JSE on Monday, 11 December 2017, which is available for inspection by Shareholders at the registered office of the Company from the date of this resolution for 20 business days, be and is hereby ratified and approved. The above ordinary resolution must be approved by at least 75% of the votes cast by Shareholders present in writing in terms of schedule 14 of the JSE Listings Requirements ( Schedule 14 ). The reason for and the effect of this resolution is and will be to adopt the Employee Retention Plan, in order to provide Eligible Employees with the opportunity to acquire an interest in the equity of the Company, thereby ensuring the retention of such Employees who are able to influence the performance and long-term sustainability of the Company, on a basis which aligns their interests with those of the Company s Shareholders. The Employee Retention Plan has been approved by the JSE in terms of Schedule 14. Copies of the Employee Retention Plan rules and deed are available for inspection from the date of this resolution for 20 business days at the registered office of the Company. The Directors, whose names are given on Corporate Information and Advisors section of the Circular to which this resolution is attached, collectively and individually accept full responsibility for the accuracy of the information given in this resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts had been made and that the abovementioned resolution contains all information required by law and the Listings Requirements. The salient features of the Employee Retention Plan detailed herein, do not purport to be exhaustive of the provisions of the Employee Retention Plan. For a full appreciation thereof, Shareholders should refer to the full text of the Employee Retention Plan deed and rules, which are available for inspection as mentioned above. 11

14 2. ORDINARY RESOLUTION NUMBER 2 ADOPTION OF THE EMPLOYEE PERFORMANCE AND RETENTION PLAN IT IS RESOLVED THAT, as an ordinary resolution, that the adoption by the Company of the Employee Performance and Retention Plan, the salient features of which are included in this Circular, the complete document recording the terms of the Employee Performance and Retention Plan, as approved by the JSE on Tuesday, 16 January 2018, which is available for inspection by Shareholders at the registered office of the Company from the date of this resolution for 20 business days, be and is hereby ratified and approved. The above ordinary resolution must be approved by at least 75% of the votes cast by shareholders present in writing in terms of schedule 14 of the Listings Requirements ( Schedule 14 ). The reason for and the effect of this resolution is and will be for the Company to adopt the Employee Performance and Retention Plan, in order to provide Eligible Employees with the opportunity to acquire an interest in the equity of the Company, thereby ensuring the incentivisation and retention of such Employees who are able to influence the performance and long-term sustainability of the Company, on a basis which aligns their interests with those of the Company s Shareholders. The Employee Performance and Retention Plan has been approved by the JSE in terms of Schedule 14. Copies of the Employee Performance and Retention Plan rules and deed are available for inspection from the date of this resolution for 20 business days at the registered office of the Company. The Directors, whose names are given on Corporate Information and Advisors section of the Circular to which this resolution is attached, collectively and individually accept full responsibility for the accuracy of the information given in this resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts had been made and that the abovementioned resolution contains all information required by law and the JSE Listings Requirements. The salient features of the Employee Performance and Retention Plan detailed herein, do not purport to be exhaustive of the provisions of the Employee Performance and Retention Plan. For a full appreciation thereof, Shareholders should refer to the full text of the Employee Performance and Retention Plan deed and rules, which are available for inspection as mentioned above. 3. ORDINARY RESOLUTION NUMBER 3 AUTHORITY FOR DIRECTORS OR COMPANY SECRETARY TO SIGN AND ACT IT IS RESOLVED THAT, any one of the Directors or the Company Secretary of the Company be authorised to do all such things and sign all documents (including company forms) and take such actions as they consider necessary to give effect to and implement the abovementioned resolutions. 12

15 ANNEXURE 2 AVIOR CAPITAL MARKETS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2015/086358/06) JSE Share Code: AVR ISIN: ZAE ( Avior Holdings or the Company ) FORM OF WRITTEN CONSENT IN TERMS OF SECTION 60 OF THE COMPANIES ACT Note: The definitions and interpretations commencing on page 4 of the Circular to which this Annexure 2 is attached, apply mutatis mutandis to the form of written consent set out below. Shareholders should complete this Written Consent and return the signed form to the Company Secretary in accordance with the instructions contained below and/or in the Circular. I/We (Please PRINT names in full) of (address) being the holder(s) of Shares hereby vote as follows For * Against * Abstain * Ordinary Resolution Number 1: Adoption of the Employee Retention Plan Ordinary Resolution Number 2: Adoption of Employee Performance and Retention Plan Ordinary Resolution Number 3: Authority of Directors or Company Secretary to sign and act * One vote per Share held by Shareholders. Shareholders must insert the relevant number of votes they wish to vote in the appropriate box provided or X should they wish to vote all Shares held by them. Signed at: on 2018 Signature Capacity of signatory (where applicable) Note: Authority of signatory to be attached Telephone number address Cellphone number Assisted by me (where applicable) Full name Capacity Signature

16 Notes: 1. Documentary evidence establishing the authority of a Person signing this Form of Written Consent in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this Form of Written Consent, unless previously recorded by the Company Secretary. 2. Where this Form of Written Consent is signed under power of attorney, such power of attorney must accompany this Form of Written Consent, unless it has been registered by the Company Secretary. 3. The completed and signed Form of Written Consent and authority (if any) under which it is signed must be delivered, posted or ed to the Company Secretary at the address details set out below, so as to be received by the Company Secretary by no later than 17:00 on Monday, 12 March physical address: 3rd Floor, The Hudson, 28 Hudson Street, Cape Town, 8001; 3.2 postal address: PO Box 12580, Mill Street, Gardens, 8010; companysecretary@avior.co.za. 4. A Shareholder s instructions on this Form of Written Consent must be indicated by the insertion of the relevant number of votes exercisable by that Shareholder in the appropriate box provided or by the insertion of X should a Shareholder wish to vote all Shares held by such Shareholder. A Shareholder is not obliged to use all the votes exercisable by the Shareholder, but the total number of votes cast and in respect of which abstention is recorded, may not exceed the total number of votes exercisable by such Shareholder. 5. Where Shares are held jointly, all joint Shareholders are required to sign this Form of Written Consent. 6. A minor Shareholder must be assisted by his/her parent/guardian, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Company Secretary. 7. Any alteration or correction made to this Form of Written Consent must be initialed by the signatory/ies.