If you are in any doubt as to the action you should take, please consult your CSDP, broker, attorney, accountant or other professional adviser.

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions commencing on page 5 of this circular apply throughout this circular including this cover page. If you are in any doubt as to the action you should take, please consult your CSDP, broker, attorney, accountant or other professional adviser. Action required: This circular is important and should be read with particular attention to the Action required by Primeserv shareholders section of this circular, which sets out the action required of them with regard to this circular. If you have disposed of all your shares in Primeserv, then this circular should be forwarded to the purchaser to whom, or the broker, agent or CSDP through whom, you disposed of your shares. PRIMESERV GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/013448/06) Share code: PMV ISIN: ZAE ( Primeserv or the Company ) CIRCULAR TO PRIMESERV SHAREHOLDERS relating to: approval of the MOI; and including a notice of general meeting of shareholders; and a form of proxy for use by certificated shareholders and own-name dematerialised shareholders only. Company sponsor to Primeserv Deloitte & Touche Sponsor Services (Pty) Limited (Incorporated in the Republic of South Africa) (Registration number 1996/000034/07) Date of issue: 2 April 2013 This circular is available in English only and copies thereof may be obtained from Primeserv s registered office and the Transfer Secretaries at the addresses reflected in the Corporate Information section of this circular from the date of issue of this circular up to and including Tuesday, 30 April 2013.

2 TABLE OF CONTENTS The definitions commencing on page 5 of this circular apply, mutatis mutandis, to this Table of contents section. Page Corporate Information 2 Action required by Primeserv shareholders 3 Salient dates and times 4 Definitions 5 Circular to Primeserv shareholders 7 1. Introduction and purpose of this circular 7 2. Directors responsibility statement 7 3. Consents 7 4. General 7 5. Directors opinion and recommendation 8 6. Documents available for inspection 8 Annexure A Salient features of the MOI 9 Notice of general meeting 17 Form of proxy Attached 1

3 CORPORATE INFORMATION DIRECTORS OF PRIMESERV J Michael Judin (Independent Non-Executive Chairman) Merrick Abel (Chief Executive Officer) Raphael Sack (Financial Director) Desmond C Seaton (Executive Director Legal and Risk) Letepe M Maisela (Non-Executive Director) David L Rose (Independent Non-Executive Director) Saul Klein (Independent Non-Executive Director) Cleopatra Shiceka (Independent Non-Executive Director) COMPANY SECRETARY AND REGISTERED OFFICE ER Goodman Secretarial Services CC (represented by E Goodman) 2nd Floor Palm Grove Grove City 2 Osborn Road Houghton, 2198 (PO Box , Lyndhurst, 2106) COMPANY SPONSOR TO PRIMESERV Deloitte & Touche Sponsor Services Proprietary Limited (Registration number 1996/000034/07) Building 6, The Woodlands 20 Woodlands Drive Woodmead, 2196 (Private Bag X6, Gallo Manor, 2052) TRANSFER SECRETARIES Computershare Investor Services Proprietary Limited Ground Floor 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Date and place of incorporation of Primeserv Incorporated in the Republic of South Africa on 14 August

4 ACTION REQUIRED BY PRIMESERV SHAREHOLDERS If you are in any doubt as to what action to take in regard to this circular, please consult your CSDP, broker, banker, accountant, attorney or other professional adviser immediately. This circular contains information relating to the corporate action. You should read this circular carefully and decide how you wish to vote on the resolutions to be proposed at the general meeting. GENERAL MEETING The general meeting, convened in terms of the notice incorporated in this circular, will be held at the Boardroom, Primeserv Group Limited, Ground Floor, Venture House, Peter Place Park, 54 Peter Place, Bryanston at 9:00 on Tuesday, 30 April Actions required by certificated shareholders and own-name dematerialised shareholders If you are a certificated shareholder or an own-name dematerialised shareholder and are unable to attend the general meeting but wish to be represented at the general meeting, you must complete and return the form of proxy relating to the general meeting, in accordance with the instructions set out in the form of proxy, and lodge it with, or post it, so as to reach the Transfer Secretaries by no later than the Relevant Time. If you are a certificated shareholder or an own-name dematerialised shareholder and are unable to attend the general meeting but wish to be represented, and you do not complete and return the form of proxy in respect of the general meeting prior to the Relevant Time, you will nevertheless, at any time prior to the commencement of voting on the special resolution and the ordinary resolution at the general meeting be entitled to lodge the form of proxy in respect of the general meeting in accordance with the instructions therein with the chairperson of the general meeting as contemplated by the Act. Actions required by dematerialised shareholders, other than those with own-name registration The CSDP or broker of dematerialised shareholders, other than those with own-name registration, should contact such dematerialised shareholders to ascertain how they wish their votes to be cast at the general meeting and thereafter cast their votes in accordance with their instructions. If such dematerialised shareholders have not been contacted, it is recommended that they contact their CSDP or broker to advise them as to how they wish their votes to be cast. If you are a dematerialised shareholder, other than with own-name registration and wish to attend the general meeting, you should timeously inform your CSDP or broker of your intention to attend and vote at the general meeting or to be represented by proxy in order for your CSDP or broker to issue you with the necessary Letter of Representation to do so. Alternatively, you should timeously provide your CSDP or broker with your voting instructions should you not wish to attend the general meeting in person, in order for your nominee to vote in accordance with your instructions at the general meeting. Electronic participation There will be no provision for electronic participation for attending and voting at the general meeting. 3

5 SALIENT DATES AND TIMES The definitions commencing on page 5 of this circular apply, mutatis mutandis, to this Salient dates and times section Record date for posting Circular posted on Last day to trade to be eligible to vote at the general meeting Record date for the general meeting Last day to lodge forms of proxy for the general meeting by 9:00 General meeting of shareholders to be held at 9:00 on Results of the general meeting released on SENS on Anticipated CIPC registration of special resolution by this date Friday, 22 March Tuesday, 2 April Friday, 12 April Friday, 19 April Friday, 26 April Tuesday, 30 April Tuesday, 30 April Friday, 14 June Notes: 1. The above dates and times are subject to amendment and any amendment made will be released on SENS. 2. Unless otherwise indicated, all times referred to in this circular are local times in South Africa on a 24-hour basis. 4

6 DEFINITIONS Throughout this circular and the annexures hereto where indicated, unless the context indicates otherwise, the words in the column on the left below shall have the meaning stated opposite them in the column on the right below, reference to the singular shall include the plural and vice versa, words denoting one gender include the other and words and expressions denoting natural persons include juristic persons and associations of persons: the Act the Companies Act 71 of 2008, as amended; Articles of Association the current Articles of Association of Primeserv; the Board or the Directors the board of directors of Primeserv as at the date of this circular; broker any person registered as a broking member (equities) in terms of the Rules of the JSE made in accordance with the provisions of the SSA; business day any day of the week, excluding Saturdays, Sundays and all official South African public holidays; Certificated Shareholders Primeserv Shareholders holding certificated shares; certificated shares Primeserv shares, other than dematerialised shares; CIPC the Companies and Intellectual Property Commission; this circular this bound document, dated Tuesday, 2 April 2013; CSDP Central Securities Depository Participant as defined in section 1 of the SSA appointed by an individual shareholder for the purposes of, and in regard to the dematerialisation of documents of title for the purposes of incorporation into Strate; dematerialisation process by which certificated shares and/or documents of title are converted to an electronic form as dematerialised shares and recorded in the sub-register of shareholders maintained by a CSDP; dematerialised shareholders holders of dematerialised shares; dematerialised shares shares which have been incorporated into Strate and which are no longer evidenced by physical documents of title, but the evidence of ownership of which is determined electronically and recorded in the sub-register maintained by a CSDP; general meeting the general meeting of shareholders convened, in terms of the notice included in this circular, to be held at the Boardroom, Primeserv Group Limited, Ground Floor, Venture House, Peter Place Park, 54 Peter Place, Bryanston at 9:00 on Tuesday, 30 April 2013 for the purpose of considering and, if deemed fit, passing the Resolutions, with or without amendment; JSE JSE Limited (Registration number 2005/022939/06), a public company duly incorporated and registered with limited liability under the company laws of South Africa and licensed as an exchange under the SSA; Listings Requirements the Listings Requirements of the JSE, as amended from time to time; Memorandum the current Memorandum of Association of the Company; MOI the new Memorandum of Incorporation of Primeserv proposed for adoption in terms of this circular; Primeserv or the Company Primeserv Group Limited (Registration number 1997/013448/06), a public company duly registered and incorporated with limited liability in accordance with the laws of South Africa and whose shares are listed on the main board of the JSE; 5

7 Primeserv shares Record Date for the general meeting Register Relevant Time SENS SSA Strate Transfer Secretaries the existing ordinary shares of one cent each in the share capital of Primeserv; the record date established by the board in terms of section 59 of the Act, by which a shareholder is required to be reflected as such in the Register in order to be able to attend, participate and vote at the general meeting; the register of certificated shareholders maintained by the Company s Transfer Secretaries and the sub-register of dematerialised shareholders maintained by the relevant CSDPs and the Company s register of disclosures in so far as it includes the names of persons who hold a beneficial interest in any securities and as such may vote in a matter at a meeting of shareholders, as permitted in terms of section 56(9) of the Act; 48 hours before the time of commencement of the general meeting; Stock Exchange News Service of the JSE; Securities Services Act, 2004 (Act 36 of 2004), as amended; the settlement and clearing system used by the JSE, managed by Strate Limited (Registration number 1998/022242/06), a public company duly registered and incorporated with limited liability in accordance with the laws of South Africa and the CSDP registered in terms of the SSA; and Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company duly registered and incorporated in accordance with the laws of South Africa, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107). 6

8 PRIMESERV GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/013448/06) Share code: PMV ISIN: ZAE ( Primeserv or the Company ) CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR The purpose of this circular is to convene a general meeting of shareholders in order for them to consider and, if deemed fit, approve, with or without amendment the special resolution and the ordinary resolution to replace the current Memorandum and Articles of Association of the Company with a new MOI which complies with the requirements of the Act and the Listings Requirements. The notice of general meeting is attached to and forms part of this circular. 2. DIRECTORS RESPONSIBILITY STATEMENT The Directors of Primeserv, whose names appear on the Corporate Information 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, no material facts have been omitted that would make any statement in this circular false or misleading and that they have made all reasonable enquiries to ascertain such facts have been made and that this circular contains all information required by law and the Listings Requirements. JSE Approval The JSE has granted approval of the MOI. 3. CONSENTS The Company Sponsor has consented in writing to act in the capacity stated and to the inclusion of their name in this circular in the form and context in which they appear and have not, prior to the publication of this circular, withdrawn their written consent. 4. GENERAL The general meeting is scheduled to be held at the Boardroom, Primeserv Group Limited, Ground Floor, Venture House, Peter Place Park, 54 Peter Place, Bryanston at 9:00 on Tuesday, 30 April 2013 for the purposes of considering and if deemed fit, passing with or without modification, the special resolution and ordinary resolution. A notice convening the general meeting to approve the special resolution and the ordinary resolution and a form of proxy, for use by certificated shareholders and dematerialised shareholders with own-name registration who are unable to attend the general meeting, form part of this circular. Shareholders are referred to the Action required by Primeserv shareholders section of this circular, which contains information as to the action they need to take in regard to the general meeting. For the special resolution to be approved by shareholders, the resolution must be supported by 75% or more of the voting rights exercised. 7

9 5. DIRECTORS OPINION AND RECOMMENDATION The Directors are of the opinion that the special resolution and the ordinary resolution for the approval of the MOI be supported and recommend that shareholders vote in favour thereof. Each of the Directors who hold Primeserv shares intends to vote his shares in favour of the special resolution and the ordinary resolution as set out in the notice of general meeting. 6. DOCUMENTS AVAILABLE FOR INSPECTION The following document (or copies thereof) will be available for inspection at the registered office of Primeserv at the address reflected in the Corporate Information section of this circular during normal business hours (excluding Saturdays, Sundays and public holidays) from the date of issue of this circular up to and including Tuesday, 30 April 2013: the MOI. Signed at Johannesburg on 2 April 2013 on behalf of the Directors in terms of a Directors resolution by: Raphael Sack Financial Director 8

10 Annexure A SALIENT FEATURES OF THE MOI This annexure is a summary of the salient features of the MOI and does not include all of the details set out in the MOI. Shareholders should refer to the complete MOI which is available for inspection at the Companies registered address from 02 April 2013 until 30 April The numbering of the salient features of the MOI set out below is consistent with the numbering of the full MOI. The definitions used in the MOI have been used in this summary of the salient features of the MOI. 3. RULES The authority of the Board to make, amend, repeal or appeal any necessary or incidental rules, as contemplated in Section 15(3) of the Act, relating to the governance of the Company in respect of matters that are not addressed in the Act or this MOI, is prohibited by this MOI. 4. AMENDMENTS TO THE MOI Subject to compliance with the Listings Requirements and save where amendment of the MOI is ordered by the court in terms of sections 16(1)(a) or 16(4) of the Act, any amendment to the MOI must be approved by way of special resolution of the Shareholders of the Company adopted at a shareholders meeting. Every provision of this MOI is capable of amendment in accordance with sections 16(1)(a), 16(4), 17 and 152(6)(b) of the Act. Amendment of this MOI, for the avoidance of doubt, will include, but not be limited to: the creation of any class of shares; the variation of any preferences, rights, limitations and other terms attaching to any class of shares; the conversion of one class of shares into one or more other classes; an increase in the number of securities of a class; a consolidation of securities; a sub-division of securities; and/or the change of the name of the Company. 5. POWERS OF THE COMPANY The Company has all the legal powers and capacity contemplated in the Act and no provision contained in the MOI should be interpreted or construed as negating, limiting, or restricting those powers in any way whatsoever. 10. SHARE CAPITAL The Company s authorised share capital is (five hundred million) ordinary shares of R 0,01 (one cent) each. The Company currently only has ordinary shares in issue and all matters related to the issue of further securities and other categories of shares are regulated by the Listings Requirements, the Act and this MOI. 9

11 Subject to the approval of the JSE and the Listings Requirements, the shareholders may from time to time by way of special resolution at a quorate annual/general meeting authorise that: the unissued ordinary shares in the authorised share capital of the Company be placed under the control of the directors for allotment and issue at their discretion; the directors are authorised to allot and issue securities of any class already in issue in the capital of the Company for cash where the directors consider it appropriate in the circumstances to do so. 11. PREFERENCES, RIGHTS, LIMITATIONS AND OTHER SHARE TERMS Each share in the equity share capital of the Company ranks pari passu in respect of all rights, and entitles its holder to exercise 1 (one) vote in respect of each share held, either in person or by proxy on any matter to be decided by a vote of shareholders of the Company at every general/annual general meeting; and participate equally with every other share in any distribution to shareholders whether during the existence of the Company or upon its dissolution. 12. ALTERATION OF SHARE CAPITAL Subject to the Listings Requirements, the shareholders may, by amendment to the MOI passed by way a special resolution of the shareholders, increase or decrease the number of authorised shares; reclassify any classified shares that have been authorised but not issued; classify any unclassified shares that have been authorised but not issued; or determine the preferences, rights, limitations or other terms of any shares. 14. SECURITIES EXERCISE OF OPTIONS TO SUBSCRIBE FOR SECURITIES AND UNISSUED SECURITIES Unissued securities Unissued equity securities will be offered to existing shareholders pro rata to their respective shareholdings, unless such securities will be issued for an acquisition of assets. The shareholders may in a general/annual general meeting authorise the directors to issue unissued securities, and/or grant options to subscribe for unissued securities, as the directors in their discretion deem fit, provided that such corporate action(s) have been approved by the JSE and are subject to the Listings Requirements. The Board may not resolve to issue shares authorised in terms of the Listings Requirements or other securities, including an issue of shares or securities convertible into shares, or a grant of options contemplated in section 42 of the Act, or a grant of any other rights exercisable for securities, without the approval of the shareholders by way of special resolution. Issue of equity securities for cash (specific issue for cash and general issue for cash and general issue for cash) The Company may only undertake issues for cash as contemplated in section 42 of the Act subject to the Listings Requirements. Repurchase of securities by Company or subsidiary The Company may repurchase any of the securities of the Company, subject to sections 48 and 36 of the Act and the Listings Requirements. 10

12 16. DEBT INSTRUMENTS Subject to the provisions of clause 36, the Board may authorise the Company to issue secured or unsecured debt instruments as contemplated in section 43 of the Act and subject to the approval of the shareholders by way of special resolution at a general/annual general meeting, provided that the Board will not be entitled, to grant the holder of any such secured or unsecured debt instrument privileges regarding attending and voting at meetings of shareholders and the appointment of directors; and the allotment of securities, redemption by the Company, or substitution of the debt instrument for shares of the Company; and accordingly, the authority of the Board to authorise the Company to issue secured or unsecured debt instruments is limited and restricted by this MOI. 22. COMMISSION FOR SECURITIES The Company is prohibited from paying any commission exceeding 10% (ten percent) to any person in consideration for their subscribing or agreeing to subscribe, whether absolutely or conditionally, for any securities in the Company. 23. PAYMENTS TO SECURITIES HOLDERS DISTRIBUTIONS Payments to securities holders must comply with the Listings Requirements and must not provide that the capital will be repaid on the basis that it may be called upon again. Subject to section 46 of the Act and the Listings Requirements, the Company may make a distribution to the holders of securities if the distribution: is pursuant to an existing legal obligation of the Company, or a court order; or is authorised by the Board by way of a resolution; it reasonably appears that the Company will satisfy the solvency and liquidity test immediately after completing the proposed distribution; and the Board of the Company, by resolution, has acknowledged that it has applied the solvency and liquidity test, and has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after completing the proposed distribution. The Company is authorised to make any statutory deductions from the distribution prior to payment in respect thereof. Save in the instance where a distribution relates to cash dividends paid out of retained income, scrip dividends and/or capitalisation issues ( specific payments ) any other distribution which is contemplated by the Company to be paid to shareholders which is not a pro rata payment in accordance with the respective shareholdings will require a special resolution of the shareholders at a quorate general/annual general meeting. Subject to the provisions of this clause 23 and in accordance with the Act, the directors may from time to time declare and pay to the shareholders such distributions as the directors consider appropriate. Notwithstanding any of the provisions of this clause 23, the Company may not in the general/annual general meeting declare a larger dividend than that declared by the directors. Dividends are payable to shareholders registered as at the date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later. 11

13 24. FINANCIAL STATEMENTS The Company and its subsidiaries forming part of the Group will prepare annual financial statements in accordance with the Act and the Regulations, and those annual financial statements will be audited in accordance with the provisions of section 30 of the Act. A copy of the annual financial statements of the Company must be distributed to all shareholders at least 15 (fifteen) business days before the date of the annual general meeting at which they will be considered. 26. FINANCIAL ASSISTANCE TO DIRECTORS, PRESCRIBED OFFICERS AND RELATED AND INTER-RELATED COMPANIES The Board may, subject to section 45 of the Act, authorise the Company to provide direct or indirect financial assistance to a director or prescribed officer of the Company, or of a related or inter-related Company, or to a shareholder of a related or inter-related Company, or to a person related to any such company, corporation, director, prescribed officer or shareholder, and, accordingly, the authority of the Board in this regard is not limited or restricted by this MOI. 27. SHAREHOLDERS RIGHT TO INFORMATION Each shareholder and each person who is the registered holder of, or holds a beneficial interest in any securities issued by the Company will have the information rights set out in section 26(1) of the Act. 30. SHAREHOLDERS MEETINGS The Company will not be required to hold any meetings of shareholders other than those required by the Act and the JSE Listings Requirements. The Company will hold a shareholders meeting in the circumstances contemplated in section 61(2) of the Act. 32. CONDUCT OF MEETINGS The Company may, as contemplated in section 63 of the Act, provide for a shareholders meeting to be conducted entirely by electronic communication; one or more shareholders, or proxies for shareholders, to participate by electronic communication in all or part of any shareholders meeting that is being held in person; so long as the electronic communication employed enables all persons participating in the meeting to at least speak and hear each other at approximately the same time and the authority of the Company will be limited and restricted accordingly; the access to the medium or means of electronic communication will be at the expense of the shareholder or proxy, unless the Company determines otherwise; and the Company will ensure that any notice of any meeting of shareholders, at which it will be possible for shareholders to participate by way of electronic communication, will inform shareholders of that form of participation and will provide any necessary information to enable shareholders or their proxies to access the available medium or means of electronic communication. At a shareholders meeting, voting will be conducted by way of a poll. The poll will be conducted in such manner as the chairman of the meeting directs. 34. SHAREHOLDER RESOLUTIONS At any meeting of shareholders, any person who is present at the meeting, whether as a shareholder or as a proxy for a shareholder, will have the number of voting rights associated with the securities held by such shareholder, which voting which be determined in accordance with the preferences, rights, limitations and other terms of the shares, as set out in this MOI. 12

14 Save as otherwise provided for in the JSE Listings Requirements, for an ordinary resolution to be approved, it must be passed by a majority of the voting rights exercised (in person or by proxy) on the ordinary resolution at a quorate meeting of shareholders, and subject to the minimum notice period contemplated in the Listings Requirements and the Act. For a special resolution to be approved, it must be passed by at least 75% (seventy five percent) of the voting rights exercised (in person or by proxy) on the special resolution at a quorate meeting of shareholders, and subject to the minimum notice period as contemplated in the Act and/or the Listings Requirements. The notice periods referred to in this clause 34.3 are not applicable in the event that the Company adheres to section 62(2a) of the Act. 35. SHAREHOLDERS ACTING OTHER THAN AT A MEETING A resolution that could be voted on at a shareholders meeting as contemplated in section 60 of the Act is prohibited by this MOI in accordance with the Listings Requirements. An election of a director that could be conducted at a shareholders meeting may instead be conducted by written polling of all of the shareholders entitled to exercise voting rights in relation to the election of that director. Within 10 (ten) business days after adopting a resolution, or conducting an election of directors, in terms of this clause 35, the Company will distribute a statement, including but not limited to a paid press announcement, describing the results of the vote, consent process, or election to every shareholder who was entitled to vote on or consent to the resolution, or vote in the election of the director, as the case may be. 37. NOMINATIONS, ELECTION AND APPOINTMENT OF DIRECTORS Nominations The Company must establish a nominations committee for the purpose of reviewing and recommending nominations to the Board. Composition of the Board The Board must comprise at least 4 (four) directors. Should the number of directors comprising the Board fall below 4 (four) as contemplated in clause 37.1, the remaining directors, must as soon as possible, and, in any event, not later than 3 (three) months from the date that the number of directors falls below the minimum, fill the vacancies or call a general meeting for the purpose of filling the vacancies. Election and appointment of directors Save as provided for in section 37.4, all new directors nominated must be approved by the shareholders at the general meeting/annual general meeting. All of the directors must be elected by an ordinary resolution of the shareholders at a general meeting, provided such meeting is not conducted in terms of section 60 of the Act. There will be no ex officio directors, as contemplated in section 66(4)(a)(i) of the Act, and no person will have the right to effect the direct appointment or removal of one or more directors as contemplated in section 66(4)(a)(ii) of the Act. The provisions of section 68(2) of the Act will apply to the election of directors, provided that a director may be elected in accordance with clause The Board may appoint a person who satisfies the requirements for election as a director to fill any vacancy and serve as a director of the Company on a temporary basis until the vacancy has been filled by election in terms of clause , and during that period any person so appointed has all of the powers, functions and duties, and is subject to all of the liabilities, of any other director of the Company and the authority of the Board in this regard will not be limited or restricted by this MOI. The appointment of a director to fill such casual vacancy or as an addition to the Board must be confirmed by shareholders in the next annual general meeting. 13

15 A director may be employed in any other capacity in the Company or as a director or employee of a Company controlled by, or itself a major subsidiary of, the Company, and in such event, his appointment and remuneration in respect of such other office must be determined by a disinterested quorum of directors. Directors may not be appointed for life and/or for an indefinite period. Vacancies and rotation of directors At least one third of the non-executive directors must retire at the Company s annual general meeting (or other general meeting held on an annual basis), provided the meeting is not conducted in terms of section 60 of the Act. The retiring directors contemplated in clause , may be re-elected, provided they are eligible. The Board through a nomination committee appointed for this purpose should recommend the eligibility of such directors. The Company may not permit a person to serve as director if that person is ineligible or disqualified in terms of the Act. In addition to the grounds of ineligibility of directors as contained in section 69 of the Act, a director will cease to be eligible to continue to act as a director if he gives notice to the Company of his resignation as a director with effect from the date of, or such later date as is provided for in, that notice; or absents himself from meetings of directors for 6 (six) consecutive months without the leave of the other directors, and they resolve that his office will be vacated, provided that this provision will not apply to a director who is represented by an alternate director who does not so absent himself. There are no minimum qualifications to be met by the directors of the Company. Any vacancies on the Board will, from time to time, be dealt with on the basis set out in section 70 of the Act and in accordance with section 68(3) of the Act. 41. DIRECTORS MEETINGS The Board may meet, adjourn and otherwise regulate their meetings as they think fit; provided that, in accordance with section 73(2) of the Act, any director will be entitled to convene or direct the person so authorised by the Board to convene a meeting of the Board. 43. EXECUTIVE AND NON-EXECUTIVE DIRECTORS The directors may appoint, from time to time, one or more of the directors as executive directors, who will be employees of the Company or any subsidiary, on such terms and conditions of employment as to remuneration and otherwise as the directors deem fit. 44. DIRECTORS REMUNERATION The Company may pay remuneration to its directors for services as a director; provided that such remuneration must be approved by a special resolution passed by the shareholders within the previous 2 (two) years and the authority of the Board in this regard is not restricted or limited by this MOI. The directors will be paid all travelling, subsistence and other expenses properly and necessarily incurred by them in or about the business of the Company, and in attending meetings of the directors or committees thereof; and if any director is required to perform extra services, to reside abroad or be specifically occupied about the Company s business, he may be entitled to receive such remuneration as is determined by a disinterested quorum of directors, which may be either in addition to or in substitution or any other remuneration payable. 14

16 45. INDEMNIFICATION AND DIRECTORS INSURANCE For the purposes of this clause 45, a director includes a former director and an alternate director; a prescribed officer; and a person who is a member of a committee of the Board, irrespective of whether or not the person is also a member of the Board. The Company may, as contemplated in sections 78(4), 78(5) and 78(7) of the Act, advance expenses to a director to defend litigation in any proceedings arising out of the director s service to the Company; and indemnify a director against any liability arising from the conduct of that director, other than a liability set out in section 78(6) of the Act; and purchase insurance to protect a director against any liability or expense for which the Company is permitted to indemnify the director in accordance with clause ; the Company against any contingency, including Any expenses > that the Company is permitted to advance in accordance with clause ; or > for which the Company is permitted to indemnify a director in accordance with clause ; or > any liability for which the Company is permitted to indemnify a director in accordance with clause ; and the authority of the Board in this regard is not limited or restricted by this MOI. The Company will and is hereby obliged to indemnify each director against (and pay to each director, on demand by that director, the amount of) any loss, liability, damage, cost (including all legal costs reasonably incurred by the director in dealing with or defending any claim) or expense ( loss ) which that director may suffer as a result of any act or omission of that director in his capacity as a director; provided that this indemnity will not extend to any loss against which the Company is not permitted to indemnify a director by section 78(6) of the Act; or any loss arising from any gross negligence or recklessness on the part of that director, or any loss of or damage to reputation; in the event and to the extent that the director has recovered or is entitled and able to recover the amount of that loss in terms of any insurance policy (whether taken out or paid for by the company or otherwise); and directors will not be entitled to recover the losses referred to in this clause from the Company. All losses other than those referred to in this clause are referred to herein as indemnified losses. 15

17 47. NOTICES Save as otherwise required in terms of the Act, the regulations and/or the Listings Requirements, all financial reports, notices and/or communications with shareholders may be electronically distributed. Any notice that is required to be given to shareholders or directors may be given in any manner prescribed in Table CR3 in the Regulations and that notice will be deemed to have been distributed as provided in Table CR3 in the Regulations for the relevant method of distribution. Each shareholder and director will notify in writing to the Company a postal address, which address will be his registered address for the purposes of receiving written notices from the Company by post and, if he has not named such an address, he will be deemed to have waived his right to be so served with notices; and will notify in writing to the Company an address or facsimile number, which address will be his address for the purposes of receiving notices by way of or facsimile. 48 ACCESS TO COMPANY RECORDS No additional information rights are established by this MOI in favour of a person who holds or has a beneficial interest in any securities issued by the Company, other than those rights created by section 26 of the Act. 16

18 PRIMESERV GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/013448/06) Share code: PMV & ISIN: ZAE ( Primeserv or the Company ) NOTICE OF GENERAL MEETING The definitions commencing on page 5 of this circular apply, mutatis mutandis, to this notice of general meeting section. DETAILS OF GENERAL MEETING Notice is hereby given that a general meeting of the shareholders of the Company will be held at the Boardroom, Primeserv Group Limited, Ground Floor, Venture House, Peter Place Park, 54 Peter Place, Bryanston at 9:00 on Tuesday, 30 April The purpose of the general meeting is to pass the special resolution, with or without modification in the manner required by the Companies Act, 2008 as amended (the Act ). ATTENDANCE AND VOTING In terms of section 59(1)(a) and (b) of the Act, the Board of Directors has set the record date for the purpose of determining which shareholders are entitled to: receive notice of the general meeting, i.e. the Notice Record Date (being the date on which a shareholder must be registered in the Company s share register in order to receive the notice of the general meeting) as Friday, 22 March 2013; and participate in and vote at the general meeting, i.e. the Meeting Record Date (being the date on which a shareholder must be registered in the Company s share register in order to participate in and vote at the general meeting) as Friday, 19 April Please note that all participants at the general meeting will be required to provide reasonably satisfactory identification before being entitled to participate in or vote at the general meeting. Forms of identification that will be accepted include original and valid identity documents, driver s licences and passports. SPECIAL RESOLUTION It is resolved as a special resolution that the MOI of the Company attached hereto as Annexure A will, with effect date of filing thereof with the Companies and Intellectual Property Commission, replace the existing Memorandum and Articles of Association of the Company. The purpose of this special resolution is to replace the current Memorandum and Articles of Association of the Company with a new MOI which complies with the requirements of the Act and the Listings Requirements of the JSE. The effect of this special resolution will be that the document as per annexure A will constitute the MOI of the Company. ORDINARY RESOLUTION It is resolved that a general authority is granted to directors to do all such things, sign all such documents and take all such actions as may be necessary for or incidental to the implementation of the above resolution. The purpose of this ordinary resolution is to delegate to the Board the power of the Company to do all such things, sign all such documents and take all such actions as may be necessary for or incidental to the implementation of above resolution. 17

19 ELECTRONIC PARTICIPATION There will be no provision for electronic participation for attending and voting at the general meeting. PROXIES All registered shareholders of the Company will be entitled to attend and vote in person or by proxy at the general meeting. A form of proxy is attached for completion by certificated shareholders and dematerialised shareholders with own-name registration who are unable to attend in person. Forms of proxy must be completed and received by the Company Secretary by not later than 48 hours before commencement of the meeting (excluding Saturday, Sunday and official public holiday). Certificated shareholders and dematerialised shareholders with own name registration who complete and lodge forms of proxy, will nevertheless be entitled to attend and vote in person at the general meeting, should they subsequently decide to do so. Dematerialised shareholders, other than own-name registrations, must inform their CSDPs or brokers of their intention to attend the general meeting and obtain the necessary Letter of Representation from the CSDPs or brokers to attend the general meeting, or provide their CSDPs or brokers with their voting instructions, should they not be able to attend the general meeting in person. This must be done in terms of the agreements entered into between the shareholders and their CSDPs or brokers concerned. In compliance with section 62(3)(c) of the Act and/or the Listings Requirements it is confirmed that a voting majority of 75% is required for the approval of the special resolution. Summary of holders rights in respect of proxy appointments Holders rights in respect of proxy appointments as set out in the Act including instructions and notes to the proxy form can be summed up as follows: Shareholders rights regarding proxies in terms of section 58 of the Act are as follows: 1. At any time, a shareholder of a Company may appoint any individual, including an individual who is not a shareholder of that Company, as a proxy to (a) participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or (b) give or withhold written consent on behalf of the shareholder to a decision contemplated in section A proxy appointment (a) must be in writing, dated and signed by the shareholder; and (b) remains valid for any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c), or expires earlier as contemplated in section 58(8)(d). By order of the Board ER Goodman Company Secretary 2nd Floor Palm Grove Grove City 2 Osborn Road Houghton, April

20 PRIMESERV GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/013448/06) Share code: PMV & ISIN: ZAE ( Primeserv or the Company ) FORM OF PROXY To be completed by certificated shareholders and dematerialised shareholders with own name registration only. For use at the general meeting of members to be held at the Boardroom, Primeserv Group Limited, Ground Floor, Venture House, Peter Place Park, 54 Peter Place, Bryanston at 9:00 on Tuesday, 30 April Shareholders who have dematerialised their shares with a CSDP or broker, other than with own-name registration, must arrange with the CSDP or broker concerned to provide them with the necessary Letter of Representation to attend the general meeting or the shareholders concerned must instruct them as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the shareholder and the CSDP or broker concerned. I/We (full names and surname in BLOCK LETTERS) of (full address) as a member of Primeserv Group Limited, being the registered holder of Company, hereby appoint: shares in the 1. or 2. or 3. the Chairman of the meeting as my/our proxy to attend, speak and vote on my/our behalf, as indicated below, at the general meeting of shareholders of Primeserv Group Limited to be held at the Boardroom, Primeserv Group Limited, Ground Floor, Venture House, Peter Place Park, 54 Peter Place, Bryanston on Tuesday, 30 April 2013 and at any adjournment thereof: Indicate with an X in the appropriate block: SPECIAL RESOLUTION To approve the new Memorandum of Incorporation ORDINARY RESOLUTION Authority to Directors In favour Against Abstain Signed at this day of 2013 Signature Capacity and authorisation (see note 3) Telephone number (011) Cellphone number

21 Notes: 1. A member entitled to attend and vote at the general meeting shall be entitled to appoint one or more persons, who need not be members of the Company as his proxy to attend and speak, to vote or abstain, in his place at such general meeting. 2. If a proxy form, duly signed, is lodged without specific directions as to which way the proxy is to vote, the proxy will be deemed to have been authorised to vote as he thinks fit. 3. If the proxy is signed under power of attorney or on behalf of a company, such power or authority, unless previously registered with the Company, must accompany it. 4. Shareholders who have dematerialised their shares with a CSDP or stockbroker, other than own name registration, must arrange with the CSDP or stockbroker concerned to provide them with the necessary Letter of Representation to attend the general meeting or the shareholders concerned must instruct them as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the shareholder and the CSDP or stockbroker concerned. 5. Any alteration to the form of proxy must be signed, not initialled. 6. Where there are joint holders of shares and if more than one of such joint holders is present or represented, then the person whose name appears first in the register in respect of such shares or his/her proxy, as the case may be, shall alone be entitled to vote in respect thereof. 7. The completion and lodging of this form of proxy will not preclude the signatory from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such signatory wish to do so. 8. Proxies must reach the Transfer Secretary at their office at 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown, 2107) at least 48 hours before commencement of the meeting (excluding Saturday, Sunday and official public holiday).

22 GRAPHICULTURE