CIRCULAR TO SHAREHOLDERS

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 6 of this circular apply mutatis mutandis to this circular, including the cover page. If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, accountant, attorney or other professional advisor immediately. Action required If you have disposed of all your shares in AngloGold Ashanti, please forward this circular to the purchaser of such shares or to the CSDP, broker or other agent through whom the sale was effected. Shareholders are referred to page 3 of this circular, which sets out the action required by shareholders. (Incorporated in the Republic of South Africa) (Registration number 1944/017354/06) ISIN: ZAE JSE share code: ANG ( AngloGold Ashanti or the Company ) CIRCULAR TO SHAREHOLDERS regarding: the approval of the New MOI and incorporating: a notice convening a general meeting of AngloGold Ashanti shareholders; a form of proxy (for use by certificated shareholders and dematerialised own name shareholders only) (blue); a CDI Voting Instruction Form (for use by Australian holders of CHESS Depositary Interests); and a GhDS Voting Instruction Form (for use by holders of Ghanaian Depositary Shares). JSE Sponsor Attorneys Date of issue: 22 February 2013 This circular is available in English only. Copies may be obtained during normal business hours from the registered office of AngloGold Ashanti and the share registrars at their respective addresses indicated on pages 1 and 2 of this circular.

2 Table of contents Page CORPORATE INFORMATION 1 ACTION REQUIRED BY SHAREHOLDERS 3 Salient dates and times 5 DEFINITIONS AND INTERPRETATIONS 6 CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION 8 2. APPROVAL OF THE ADOPTION OF THE NEW MOI 8 3. GENERAL MEETING 8 4. CONSENTS 8 5. DIRECTORS RESPONSIBILITY STATEMENT 8 6. DOCUMENTS AVAILABLE FOR INSPECTION 9 ANNEXURE 1 NEW MOI Notice of general meeting OF ANGLOGOLD ASHANTI SHAREHOLDERS 48 Form of proxy (blue) CDI voting instruction form GhDSS voting instruction form Attached Attached Attached

3 Corporate information ANGLOGOLD ASHANTI LIMITED Registration number 1944/017354/06 Place of incorporation: Republic of South Africa Date of incorporation: 29 May 1944 DIRECTORS Executive M Cutifani ~ (Chief Executive Officer) S Venkatakrishnan * (Chief Financial Officer) Non-executive T T Mboweni (Chairman) F B Arisman # R Gasant N P January-Bardill (Ms) M J Kirkwood* W A Nairn Prof L W Nkuhlu F Ohene-Kena + S M Pityana R J Ruston ~ # American ~ Australian * British South African + Ghanaian GROUP GENERAL COUNSEL and COMPANY SECRETARY Ms M E Sanz Perez OFFICES Registered and Corporate South Africa 76 Jeppe Street Newtown, 2001 (PO Box 62117, Marshalltown, 27) South Africa Telephone: Australia Level 13, St Martins Tower 44 St George s Terrace Perth, WA 6000 (PO Box Z5046, Perth WA, 6831) Australia Telephone: Ghana Gold House Patrice Lumumba Road PO Box 2665 Accra, Ghana Telephone: Fax: UNITED KINGDOM SECRETARIES St James s Corporate Services Limited 6 St James s Place London SW1A 1NP England Telephone: Fax: jane.kirton@corpserv.co.uk JSE SPONSOR UBS South Africa (Pty) Limited 64 Wierda Road East Wierda Valley Sandton, 2196 (PO Box , Benmore, 20) South Africa Telephone: Fax: Fax: Fax:

4 SHARE REGISTRARS South Africa Computershare Investor Services (Pty) Limited Ground Floor, 70 Marshall Street Johannesburg, 2001 (PO Box 651, Marshalltown, 27) South Africa Telephone: (in SA) Fax: web.queries@computershare.co.za United Kingdom Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY England Telephone: Fax: Jersey Computershare Investor Services (Jersey) Limited Queensway House Hilgrove Street St Helier Jersey JE1 1ES Telephone: +44 (0) Fax +44 (0) Australia Computershare Investor Services (Pty) Limited Level 2, 45 St George s Terrace Perth, WA 6000 (GPO Box D182 Perth, WA, 6840) Australia Telephone: Telephone: (in Australia) Fax: ATTORNEYS Bowman Gillfillan Inc. 165 West Street Sandton 2146 (PO Box , Sandton, 2146) South Africa Telephone: STOCK EXCHANGE LISTINGS ISIN: ZAE Stock Exchange Type Share code JSE Shares ANG LSE Shares AGD LSE DIs AGD NYSE ADSs AU ASX CDIs AGG GhSE Shares AGA GhSE GhDSs AAD AngloGold Ashanti website: GENERAL AngloGold Ashanti posts information that it deems important to investors on the main page of its website at and under the Investors & Media tab on the main page. This information is updated regularly. Investors should access this website to obtain important information about AngloGold Ashanti. Ghana (and GhDS Depositary) NTHC Limited Martco House Off Kwame Nkrumah Avenue PO Box K1A 9563 Airport Accra Ghana Telephone: Fax: ADR DEPOSITARY The Bank of New York Mellon BNY Shareowner Services PO Box Pittsburgh, PA United States of America Telephone: (Toll free in USA) or (outside USA) shrrelations@mellon.com Website: 2

5 Action required by shareholders The definitions and interpretations detailed on page 6 of this circular have, where necessary, been used in this action required by shareholders section. Shareholders are requested to take note of the following information regarding the actions required by them. 1. If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, attorney, accountant, or other professional advisor immediately. 2. If you have disposed of all your shares in AngloGold Ashanti, please forward this circular to the person to whom you disposed of such shares or to the broker, CSDP, banker or other agent through whom you disposed of such shares. 3. General meeting General meeting to be held at 11:00 South African time on Wednesday, 27 March 2013, in The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa. The purpose of this circular is to provide shareholders with information relating to the matters to put before the general meeting for consideration so as to enable shareholders to make informed decisions in considering and voting on the resolutions thereof. 4. Own name dematerialised shareholders and certificated shareholders You may attend and vote at the general meeting in person. Alternatively, you may appoint one or more proxies to represent you at the general meeting by completing and returning the attached form of proxy (blue) in accordance with the instructions therein to be received by Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001, South Africa or PO Box 651, Marshalltown, 27, or Computershare Investor Services (Jersey) Limited, C/O The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by no later than 48 hours before the commencement of the general meeting (or any adjournment thereof) 11:00 South African time on Monday, 25 March Completed forms of proxy not returned to the share registrars or returned later than the 48 hours deadline should also furnish the Chairman of the general meeting with such proxies or copies thereof to enable the appointed proxy to exercise any of the shareholder s rights at the general meeting. 5. Dematerialised shareholders You should NOT complete the attached form of proxy (blue). If you have not been contacted by your CSDP/broker to ascertain how you wish to cast your vote, it would be advisable for you to contact your CSDP/broker and furnish it with your voting instructions. If your CSDP/broker does not obtain voting instructions from you, they will be obliged to vote in accordance with the instructions contained in your existing mandate. Should you wish to attend in person, or be represented at the general meeting you must advise your CSDP/broker timeously. Your CSDP/broker will then issue with the necessary letter of representation to enable you to attend or be represented at the general meeting. 6. CDI Voting Instruction Form Duly completed AngloGold Ashanti CDI Voting Instruction Forms must be received by the share registrars in Perth, Australia by 11:00 Perth time on Thursday, 21 March

6 7. Participation by Ghanaian Depositary Shareholders In accordance with the AngloGold Ashanti Ghanaian Depositary Shares Agreement, dated 26 April 2004, the Ghanaian Depositary will mail an appropriate notice, together with a voting instruction form, to holders of GhDSs electing to receive same. Holders of GhDSs may direct the Ghanaian Depositary via the Voting Instruction Form to vote on their behalf in the manner such holders may direct. 8. Identification of shareholders Shareholders are entitled to attend, speak and vote at the general meeting. In terms of section 63(1) of the Companies Act, before any person may attend or participate in the general meeting, that person must present reasonably satisfactory identification and the person presiding at the general meeting must be reasonably satisfied that the right of the person to participate and vote at the general meeting, either as a shareholder, or as a proxy for a shareholder, has been reasonably verified. Acceptable forms of identification include valid identity document, driver s licence or passport. 9. Participation in the general meeting via electronic means In compliance with the provisions of the Companies Act, AngloGold Ashanti intends to offer shareholders (or a representative or proxy for a shareholder) reasonable access through electronic facilities to participate in the general meeting by means of a conference call facility. Shareholders will be able to listen to the proceedings of the meeting and raise questions and are invited to indicate their intention to make use of the facility by making application in writing (including details as to how the shareholder or a representative of a shareholder or proxy) to the share registrars at the address set out on page 2 of this circular to be received by the share registrars at least 5 business days prior to the date of the general meeting; being 11:00 South African time on Monday, 18 March The share registrars will, by way of , provide the relevant details of the conference call to enable interested shareholders to participate in the general meeting. Voting will not be possible via the electronic facility and shareholders wishing to vote their shares at the general meeting will need to be represented at the meeting either in person, by proxy or by letter of representation, as provided for in the notice of general meeting. The Company reserves the right not to provide for electronic participation at this general meeting in the event that it is not practical to do so, for whatever reason, including an insufficient number of shareholders (or their representatives or proxies) choosing to make use of the facility. 4

7 Salient dates and times The record date for the purposes of receiving notice of general meeting (being the date on which a shareholder must be registered in the Company s register of shareholders in order to receive the notice of general meeting) 2013 Friday, 15 February Last day and time to give notice to participate in the general meeting electronically Monday, 18 March at 11:00 Last day to trade in order to be eligible to attend, speak and vote at the general meeting Record date to determine shareholders eligible to participate and vote at the general meeting Last day and time to lodge voting instructions forms with the share registrars Friday, 15 March Friday, 22 March Thursday, 21 March Last day and time to lodge forms of proxy with the share registrars Monday, 25 March at 11:00 General meeting date Wednesday, 27 March at 11:00 Results of general meeting released on SENS Wednesday, 27 March All times shown are South African times, unless otherwise stated. Shareholders are reminded that shares in companies listed on the JSE can no longer be bought or sold on that exchange unless they have been dematerialised onto the Strate system. It is therefore suggested that certificated shareholders on AngloGold Ashanti s South African share register should consider dematerialising their shares and replacing them with electronic records of ownership. In this regard, shareholders may contact either their own broker or a preferred CSDP, details of which are available from Strate at queries@strate.co.za or telephone or fax The dates and times in this circular are subject to change and any changes will be announced in the South African press and through SENS and other stock exchanges news services. 5

8 definitions and interpretations In this circular and the documents attached hereto, unless the context indicates otherwise: the words in the first column have the meanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing the masculine include the other gender, and words incorporating persons include juristic persons and associations of persons; and all times referred to are South African times unless otherwise stated. ADSs AngloGold Ashanti or the Company AngloGold Ashanti Group ASX CDIs certificated shareholders certificated shares circular Companies Act CSDP Current MOI custody agreement dematerialised, dematerialisation own name dematerialised shareholders dematerialised shares directors general meeting GhDSs American Depositary Shares of AngloGold Ashanti deposited with the Bank of New York Mellon, each of which represents one AngloGold Ashanti ordinary share; AngloGold Ashanti Limited, registration number 1944/017354/06, a company duly registered and incorporated with limited liability under the laws of South Africa; AngloGold Ashanti and its subsidiary companies from time to time; the Australian Stock Exchange; AngloGold Ashanti Clearing House Electronic Sub-register System (or CHESS) Depositary Interests, five of which represent one AngloGold Ashanti ordinary share; holders of certificated shares; shares which are evidenced by a certificate or other physical document of title and which have not been surrendered for dematerialisation; this bound document, to be posted to shareholders on or about 22 February 2013, including the notice of general meeting, annexures and forms; the South African Companies Act, No 71 of 2008, as amended; Central Securities Depository Participant, a participant as defined in the Securities Services Act; the Company s MOI as at the date of this circular, comprising the two documents headed Memorandum of Association and Articles of Association ; the custody mandate agreement between a dematerialised shareholder and a CSDP or broker covering their relationship in respect of dematerialised shares held by the CSDP or broker; the process by which certificated shares are or are to be converted into or dematerialising electronic form under Strate for trading on the JSE; shareholders who have dematerialised their shares and which shareholders shares are recorded in their own name in the sub-registers maintained by their CSDP/broker; holders of dematerialised shares; shares which have been dematerialised; the directors of AngloGold Ashanti from time to time; the general meeting of shareholders to be held at 11:00 on Wednesday, 27 March 2013, in the Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa; Ghanaian Depositary Shares of AngloGold Ashanti deposited with NTHC Limited, as depositary, 0 of which represent one AngloGold Ashanti ordinary share; 6

9 GhSE JSE Listings Requirements LSE MOI New MOI notice of general meeting NYSE ordinary shares Securities Services Act SENS shareholders share registrars shares South Africa Strate the Ghana Stock Exchange; the JSE Limited, registration number 2005/022939/06, a company incorporated with limited liability under the laws of South Africa and icensed as an exchange under the Securities Services Act; the Listings Requirements of the JSE from time to time; the London Stock Exchange PLC, a public company incorporated with limited liability under the laws of England and Wales, registration number ; the Memorandum of Incorporation of a company, as the context may require, as that term is defined in the Companies Act; the proposed new MOI of the Company, which replaces the Current MOI in order to harmonise the Company s MOI with the provisions of the Companies Act and of the Listings Requirements; the notice of the general meeting, which is attached and forms part of this circular; the NYSE Group, Inc, a company incorporated with limited liability under the laws of the State of Delaware under the I.R.S Employer Identification number , commonly known as the New York Stock Exchange ; ordinary shares having a par value of R0.25 each in the share capital of AngloGold Ashanti; the South African Securities Services Act, No 36 of 2004, as amended; the Securities Exchange News Service of the JSE; registered holders of shares; Computershare Investor Services (Pty) Limited in South Africa; Computershare Investor Services (Jersey) Limited in Jersey,; Computershare Investor Services (Pty) Limited in Australia and NTHC Limited in Ghana; ordinary shares, E ordinary shares having a par value of R0.25 each and A redeemable preference shares having a par value of R0.50 each in the share capital of AngloGold Ashanti; the Republic of South Africa; and Strate Limited, registration number 1998/022242/06, a company incorporated under the laws of South Africa which operates an electronic settlement environment for transactions to be settled and transfer of ownership to be recorded electronically. 7

10 (Incorporated in the Republic of South Africa) (Registration number 1944/017354/06) ISIN: ZAE JSE share code: ANG ( AngloGold Ashanti or the Company ) circular to shareholders 1. INTRODUCTION The purpose of this circular is to provide shareholders with information relating to the Company s proposed New MOI and, further, to convene the general meeting to consider and, if deemed appropriate, to pass (with or without modification) the resolutions required to approve the New MOI. 2. APPROVAL OF THE ADOPTION OF THE NEW MOI 2.1 The Companies Act came into effect on 1 May 2011 ( the general effective date ). From the general effective date, the Company s Memorandum of Association and Articles of Association became known as its Memorandum of Incorporation (referred to in this circular as the Current MOI). In terms of item 4(2)(a) of 5 to the Companies Act, at any time within the two-year period immediately following the general effective date, a pre-existing company (such as AngloGold Ashanti) may file, without charge, an amendment to its MOI to harmonise it with the Companies Act. 2.2 In addition, to the Listings Requirements requires a listed company to harmonise its MOI with the Listings Requirements within this same two-year period. The New MOI has been prepared in order to achieve the aforementioned harmonisation. 2.3 The New MOI contains substantially similar principles as those which are contained in the Current MOI, other than as required as a result of harmonising the New MOI with the requirements of the Companies Act and of the Listings Requirements. 2.4 The New MOI is attached to this circular as Annexure GENERAL MEETING The general meeting of shareholders will be held at 11:00 on Wednesday, 27 March 2013 in The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa. Shareholders will be requested to consider and, if deemed appropriate, to pass (with or without modification) the resolution required to approve the New MOI. The notice convening the general meeting is attached to this circular. 4. CONSENTS The sponsor, attorneys and share registrars have consented, in writing, to act in the capacity stated to their names being published in this circular and have not withdrawn their consent prior to the publication of this circular. 5. DIRECTORS RESPONSIBILITY STATEMENT The directors, whose names appear on page 1, collectively and individually accept full responsibility for the accuracy of the information contained in this circular, 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 have been made and that the resolutions contain all information required by the Listings Requirements. 8

11 6. DOCUMENTS AVAILABLE FOR INSPECTION Originals (or copies thereof) of the following documents relating to AngloGold Ashanti and relevant to this circular, will be available for inspection during business hours (excluding weekends and public holidays) at the registered office of AngloGold Ashanti at 76 Jeppe Street, Newtown, Johannesburg, from Friday, 22 February 2013 until Wednesday, 27 March 2013: the original consent letters referred to in paragraph 4 above; the proposed New MOI; and the Current MOI. By order of the board M E Sanz Perez Group General Counsel and Company Secretary Johannesburg 22 February

12 COMPANIES ACT, 2008 MEMORANDUM OF INCORPORATION OF A PROFIT COMPANY (PUBLIC COMPANY) NAME OF COMPANY: ANGLOGOLD ASHANTI LIMITED ( Company ) REGISTRATION NUMBER: 1944/017354/06

13 INDEX 1. INTRODUCTION INTERPRETATION GENERAL SECURITIES OF THE COMPANY SHAREHOLDER RIGHTS AND PROXY FORMS SHAREHOLDERS MEETINGS DIRECTORS AND OFFICERS GENERAL PROVISIONS RIGHTS ATTACHING TO PREFERENCE SHARES RIGHTS ATTACHING TO THE E ORDINARY SHARES SCHEDULE 1 AUTHORISED SHARES Page 2 11

14 1. INTRODUCTION 1.1 The Memorandum of Incorporation in the prescribed form contemplated in section 13(1)(a)(i) of the Act shall not apply to the Company. 1.2 The Company is incorporated as a public company in terms of the Act and, accordingly: the Company is not prohibited from offering its securities to the public; and the transfer of the Company s securities is unrestricted save as set out in this Memorandum. 1.3 Subject to and.2.6, this Memorandum does not contain any restrictive conditions contemplated in section 15(2)(b) of the Act and does not contain any requirement for the amendment of any particular provision of this Memorandum in addition to the requirements of the Act. Item.2(a) of 2. INTERPRETATION In this Memorandum, including the introduction above, and unless the context requires otherwise: 2.1 words importing any one gender shall include the other two genders; 2.2 the singular shall include the plural and vice versa; 2.3 any word which is defined in the Act and is not defined in 2.5, shall bear that statutory meaning in this Memorandum; 2.4 the headings have been inserted for convenience only and shall not be used for or assist or affect their interpretation; 2.5 each of the following words and expressions shall have the meaning stated opposite it and cognate expressions shall have a corresponding meaning, namely: the Act the Companies Act, 2008, together with the Companies Regulations, 2011, as amended or substituted from time to time; Business Day a day on which banks are ordinarily open for business in both London and Johannesburg, excluding Saturdays, Sundays and official Page 3 12

15 public or bank holidays in the United Kingdom or South Africa; Chairman the chairman of the directors appointed in accordance with 7.7; CSDP Central Securities Depository Participant, being a participant as defined in section 1 of the Securities Services Act, 2004, as amended or substituted from time to time, and appointed by individual shareholders for the purposes of, and in regard to, dematerialization in terms of such act; Group the Company and its subsidiaries from time to time and a member of the Group means any one of them; JSE means the JSE Limited, registration number 2005/022939/06, or any other successor body licensed as an exchange under the Securities Services Act, 2004, as amended or substituted from time to time; Ordinary Shareholder a holder of Ordinary Shares; Ordinary Shares ordinary shares of 25 cents each in the capital of the Company; Listings Requirements the Listings Requirements of the JSE, as amended or substituted from time to time; 2.5. this Memorandum this Memorandum of Incorporation and includes its, which forms part of it; month calendar month; and year calendar year. 3. GENERAL 3.1 Liability of incorporators, shareholders or directors This Memorandum does not impose any liability on any person for the liabilities or obligations of the Company, solely by reason of such person being an incorporator, shareholder or director of the Company as Page 4 13

16 contemplated by section 19(2) of the Act. 3.2 Powers of the Company This Memorandum does not restrict, limit or qualify the legal powers or capacity of the Company in section 19(1)(b) of the Act. 3.3 Memorandum of Incorporation and rules The requirements set out in section 16(1)(c)(i) of the Act regarding proposals for amendments to this Memorandum apply without amendment The board shall not have the power to make, amend or repeal any necessary or incidental rules relating to the governance of the Company in respect of matters that are not addressed in the Act or this Memorandum, in accordance with the provisions of sections 15(3) to 15(5) of the Act. Item.4 of If the board, or any individual authorised by the board, alters this Memorandum in any manner necessary to correct a patent error in spelling, punctuation, reference, grammar or similar defect on the face of the document, it must publish a notice of such alteration on the Company s website, and must file a notice of alteration in the manner prescribed by the Act. 3.4 Financial assistance to related persons This Memorandum does not limit, restrict or qualify the authority of the board to authorise the Company to provide direct or indirect financial assistance to any person contemplated in section 45 of the Act. 3.5 Solvency and liquidity test This Memorandum does not alter the application of the solvency and liquidity test provided in section 4 of the Act. 4. SECURITIES OF THE COMPANY 4.1 Pari passu All the securities in each class shall rank pari passu in all respects. 4.2 Authorisation for shares Item.5(a) of The Company is authorised to issue the shares specified in 1, provided that, if required by the Act or the Listings Requirements, Page 5 14

17 the Company may only issue: unissued shares to shareholders of a particular class of shares, pro rata to the shareholders existing shareholding unless any such shares were issued for an acquisition of assets; unissued shares or options for cash, other than as envisaged in 4.2.1, as the directors in their discretion think fit, if approved by the shareholders in general meeting, subject to the Listings Requirements; and shares that are fully paid up This Memorandum does not limit, restrict or qualify the authority of the board to: Items.1 and.9(a) of Items.2(a) of Items.5(d) of increase or decrease the number of authorised shares of any class of shares; reclassify any shares that have been authorised but not issued; classify any unclassified shares that have been authorised but not issued; determine the preferences, rights, limitations or other terms of any class of authorised shares or amend any preferences, rights, limitations or other terms so determined, subject to any requirements set out in the Listings Requirements and this Memorandum. Item.9(c) of 4.3 Financial assistance for the subscription or purchase of securities or options This Memorandum does not limit, restrict or qualify the authority of the board to authorise the Company to provide financial assistance to any person for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any securities of the Company or any related or inter-related company, in accordance with the Act. 4.4 Capitalisation shares Subject to 4.2.1, this Memorandum does not limit, restrict or qualify the authority of the board, in terms of section 47 of the Act, to: Item.6 of Page 6 15

18 4.4.1 approve the issue of any authorised shares of the Company as capitalisation shares, on a pro rata basis to the shareholders of one or more classes of shares; approve the issue of shares of one class as capitalisation shares in respect of shares of another class; or permit shareholders to elect to receive a cash payment in lieu of a capitalisation share, at a value determined by the board. 4.5 Company or subsidiary acquiring Company s shares and distributions Any acquisition by the Company or a subsidiary company of the Company s shares and any distribution to shareholders will be subject to the provisions of the Act and the Listings Requirements. 4.6 Debt instruments This Memorandum does not limit, restrict or qualify the authority of the board to authorise the Company to issue secured or unsecured debt instruments, provided that the board may not grant special privileges regarding the attending and voting at general meetings of the Company or the appointment of directors in respect of such debt instruments. Item.7 of Item.8 of Item.9(b) of Item. of 4.7 Registration of beneficial interests 4.8 Commission This Memorandum does not limit or restrict the holding of the Company s issued securities by, or the registration of the Company s issued securities in the name of, one person for the beneficial interest of another. The Company may pay commission to any person in consideration of such person subscribing or agreeing to subscribe for any shares of the Company or of such person procuring or agreeing to procure subscriptions for shares, provided that such commission shall be subject to any limitations in the Act or the Listings Requirements. Item.14 of 4.9 Authority to sign transfer deeds All authorities to sign transfer deeds granted by holders of shares for the purpose of transferring shares that may be lodged, produced or exhibited with or to the Company at any of its transfer offices shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company s transfer offices at which the authority was lodged, produced or exhibited. Page 7 Item.2(b) of 16

19 Even after the giving and lodging of such notices, the Company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notice. 4. Fully paid up shares not subject to lien Fully paid shares shall not be subject to any lien in favour of the Company and shall be freely transferable. Item.12 of 4.11 Securities registered in the name of a deceased or insolvent holder No securities registered in the name of a deceased or insolvent holder shall be forfeited if the executor fails to register them in his own name or in the name of the heir(s) or legatees when called upon by the directors to do so. Item.13 of 4.12 Limitation of voting rights The holders of any securities other than Ordinary Shares and E Ordinary Shares shall not be entitled to vote on any resolution taken by the Company save as expressly provided for in this Memorandum. For so long as this is required by the Listings Requirements, in instances that such shareholders are allowed to vote at general or annual general meetings, their votes may not carry any special rights or privileges and they shall be entitled to one vote for each share that they hold, provided their total voting right at a general or annual general meeting may never be more than 24.99% of the total voting rights of all shareholders at such meeting. It is recorded that the existing rights of the holders of preference shares in the Company are preserved and it is further recorded that the voting rights of the holders of preference shares in the Company as at the date of the adoption of this Memorandum do not exceed 24.99% of the total voting rights of all shareholders at a general meeting. Items.5(c) and.5(h) of 4.13 Defaced, lost or destroyed certificates If a certificate evidencing securities be defaced, lost or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of the out-of-pocket expenses of the Company and, in case of loss or destruction, of advertising the same as the directors may think fit and, in the case of defacement, on delivery of the old certificate to the Company Joint holders of securities The certificate for certificated securities registered in the names of two or more persons shall be delivered to the person first named in the register in respect thereof, or to his authorised agent, and in the case of the legal incapacity of any one or more of the joint registered holders of any securities, the survivor then first named in the register shall be the only person Page 8 17

20 recognised by the Company as being entitled to such certificate, or any new certificate which may be issued in place thereof, provided always that the Company shall not be bound to register more than four persons as the holders of any certificated security Refusal to register transfer If the directors refuse to register a transfer of securities they shall within 30 days after the date on which the instrument of transfer was lodged, send to the transferee notice of the refusal Renunciation of allotment Nothing contained in this Memorandum shall preclude the Company from recognising a renunciation of the allotment of any security by the allottee in favour of some other person. 5. SHAREHOLDER RIGHTS AND PROXY FORMS 5.1 Information rights of persons holding a beneficial interest This Memorandum does not establish any information rights of any person in addition to the information rights provided in sections 26(1) and (2) of the Act. 5.2 Representation by concurrent proxies The right of a shareholder to appoint two or more persons concurrently as proxies ( concurrent proxies ) applies without limitation or restriction; provided that the instrument appointing the concurrent proxies clearly states the order in which the concurrent proxies votes are to take precedence in the event that both or all of the concurrent proxies are present, and vote, at the relevant meeting The right of a shareholder to appoint more than one proxy to exercise voting rights attached to different shares held by that shareholder is not limited or restricted. 5.3 Authority of proxy to delegate A proxy is prohibited from delegating that proxy s authority to act on behalf of the shareholder appointing him to another person. 5.4 Requirement to deliver proxy instrument to the Company A copy of the instrument appointing a proxy must be delivered to the registered office of the Company, or to any other person on behalf of the Company not less than 48 hours (or such lesser period as the directors may determine in relation to a particular meeting) before the time appointed for the Page 9 18

21 holding of that meeting (including an adjourned meeting) at which the person(s) named in the proxy form proposes to vote; and if the form of proxy is not delivered in this manner, the form of proxy shall not be treated as valid. 5.5 Proxy without direction This Memorandum does not limit or restrict the right of a proxy to exercise, or abstain from exercising, any voting right of the shareholder appointing him without direction, except to the extent that the instrument of proxy provides otherwise. 5.6 Record date for exercise of shareholder rights A record date for any action or event shall be determined in accordance with the Act and the Listings Requirements. 5.7 Creation or issue of further shares Item.15 of The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the conditions of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 6. SHAREHOLDERS MEETINGS 6.1 Convening of shareholders meetings This Memorandum does not specify any person other than the board who may call a shareholders meeting. 6.2 Shareholders right to requisition a meeting This Memorandum does not specify a lower percentage of voting rights than the percentage specified in section 61(3) of the Act required for the requisition by shareholders of a shareholder s meeting. 6.3 Location of shareholders meetings This Memorandum does not limit, restrict or qualify the authority of the board to determine the location of any shareholders meeting, which may be in South Africa or in any foreign country. 6.4 Notice of shareholders meetings This Memorandum does not provide a different period of notice of shareholders meetings to the period prescribed by the Act. Items.11(a) and (b) of Notice of shareholder meetings shall be delivered to each shareholder Page Item.11(e) of 19

22 entitled to vote at such meeting and who has elected to receive such notice. 6.5 Shareholders meetings conducted by electronic communication Unless authorised by the board for a particular meeting, no provision will be made, for any shareholders meeting to be conducted by electronic communication, or for one or more shareholders, or proxies for shareholders, to participate in any shareholders meeting by electronic communication. 6.6 Quorum for shareholders meetings The percentage of voting rights in terms of section 64(1) apply for: a shareholders meeting to begin; the continuation of that shareholders meeting; and the consideration of any matter to be decided at any shareholders meeting For so long as is required by the Act and/or the Listings Requirements, a meeting may not begin or a matter begin to be debated unless at least 3 (three) shareholders are present at the meeting. Item.11(h) of Item.11(h) of This Memorandum specifies 30 minutes (or such longer or shorter period as the chairman of the shareholders meeting may determine), in substitution for the time period specified in sections 64(4) and 64(5) for a quorum to be established before a shareholders meeting may be adjourned Unless the chairman of the shareholders meeting determines otherwise, no different period other than the period provided in section 64(4) for the adjournment of a shareholders meeting is specified. 6.7 Adjournment of shareholders meetings This Memorandum does not provide different maximum periods for adjournment than those specified in section 64(12) of the Act. 6.8 Shareholders resolutions This Memorandum does not require a higher percentage of voting rights to approve an ordinary resolution than the percentage voting rights specified in the Act. Item.11(a) of Page 11 20

23 6.8.2 This Memorandum does not require a different percentage of voting rights to approve a special resolution than the percentage voting rights specified in the Act This Memorandum does not require a special resolution for any other matter not contemplated in section 65(11) of the Act, provided that resolutions required to be approved by an increased majority in terms of the Listings Requirements must be approved by such increased majority. 6.9 Shareholders meetings in terms of the Listings Requirements Shareholders meetings that are called for the purpose of passing any resolution required in terms of the Listings Requirements may not be held by means of a written resolution as provided for in section 60 of the Act, unless permitted by the Listings Requirements. Item.11(c) of 6. Notice of shareholders meetings to the JSE 6..1 A copy of all notices of shareholders meetings must be sent to the JSE at the same time as notices are sent to shareholders if required in terms of the Listings Requirements All notices of shareholders meetings must also be announced through the official news service of the JSE at the same time as notices are sent to shareholders or as soon thereafter as is practicable. Item.11(f) of 6.11 Ratification of ultra vires acts Any resolution for the ratification of any action by the Company or the directors contemplated by section 20(2) of the Act shall be prohibited if such ratification is of an action which is contrary to the Listings Requirements, unless otherwise agreed with the JSE. Item.3 of 6.12 Scrutineers The chairman of a meeting may appoint any one or more firms or persons to act as scrutineer for the purpose of checking forms of proxy deposited for use and for counting the votes at such meeting and he may thereafter act on a certificate given by any such scrutineer without requiring production at the meeting of the forms of proxy or the chairman counting the votes Error in counting votes If any votes shall be counted which ought not to have been counted or might have been rejected or if any votes shall not be counted which ought to have been counted the error shall not vitiate the resolution unless it be pointed out at the meeting and not in that case unless it shall, in the opinion of the Page 12 21

24 chairman of the meeting, be of sufficient magnitude to vitiate the resolution. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting or adjourned meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive Votes of joint registered shareholders In the case of joint holders of securities the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the securities register or in the case of persons entitled to a security by transmission the order in which their names were given in the notice to the Company of the fact of the transmission. 7. DIRECTORS AND OFFICERS 7.1 Composition of the board of directors This Memorandum specifies 4 as the minimum number of directors of the Company being a higher number in substitution for the minimum number of directors required in terms of section 66(2) of the Act and 20 as the maximum number of directors of the Company Subject to and 7.14, the shareholders shall elect the directors, and shall be entitled to elect one or more alternate directors, in accordance with the provisions of section 68(1) of the Act. Item.16(a) of Item.16(b) of This Memorandum does not provide for the appointment of any person as an ex officio director of the Company Subject to the requirements of the Act, the chairmanof the board shall be entitled, subject to the written approval of the majority of the directors, to appoint any person as a director in terms of section 66(4)(a)(i), provided that such appointment must be approved by the shareholders at the next shareholders meeting or annual general meeting. [Section 66(4)(a)(i)] Item.16(b) and.16(c) of Subject to and 7.14, this Memorandum does not stipulate any additional qualifications or eligibility requirements than those set out in the Act for a person to become or remain a director or a prescribed officer of the Company, provided that, for as long as the Listings Requirements require it, the board of directors through the nomination committee, should recommend eligibility of directors, taking into account past performance and contributions. Page 13 22

25 7.1.6 Subject to the Act and this Memorandum, at every annual general meeting one third of the directors for the time being or if their number is not a multiple of three, then the number nearest to but not less than one third shall retire from office. The directors so to retire at every annual general meeting shall be those who have been longest in office since their last election, but as between persons who become or were last elected directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot, provided that notwithstanding anything in this Memorandum: if at the date of any annual general meeting any director shall have held office for a period of three years since his last election or appointment, he shall retire at such meeting either as one of the directors to retire in pursuance of the aforegoing or additionally thereto; a director who intends to retire voluntarily at the meeting may be taken into account in determining the one third of the directors to retire at such meeting; the identity of the directors to retire at such annual general meeting shall be determined as at the date of the notice convening such meeting; and the length of time a director has been in office shall be computed from his last election, appointment or date upon which he was deemed re-elected. A director retiring at a meeting shall retain office until the close or adjournment of the meeting Retiring directors shall be eligible for re-election but no person, other than a director retiring at the meeting, shall, unless recommended by the directors, be eligible for election to the office of a director at any shareholders meeting. Item.16(g) of 7.2 Vacancies The board may appoint any person who satisfies the requirements for election as a director to fill any vacancy and serve as a director on a temporary basis until the vacancy is filled by election in accordance with section 68(1) of the Act If the number of directors falls below the minimum provided for in this Memorandum, the remaining directors must as soon as possible and in any event not later than 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. Page 14 23

26 7.2.3 If required by the Listings Requirements: the appointment of a director to fill a vacancy must be confirmed by shareholders at the next annual general meeting; and after the expiry of the three month period the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of shareholders. Item.16(c) of Item.16(d) of 7.3 Authority of the board of directors The authority of the board to manage and direct the business and affairs of the Company, as contemplated in section 66(1), is not limited, restricted or qualified by this Memorandum. 7.4 Directors compensation and financial assistance to directors This Memorandum does not limit, restrict or qualify the power of the Company to pay remuneration to its directors for their service as directors in accordance with section 66(9) of the Act This Memorandum does not limit, restrict or qualify the authority of the board to authorise the Company to provide direct or indirect financial assistance to directors or persons related to directors contemplated in section 45 of the Act. 7.5 Other remuneration of directors Any director who holds any executive office with the Company, including, for this purpose, the office of Chairman or Deputy Chairman, whether or not such office is held in an executive capacity, or who serves on any committee of the board, or who otherwise performs services in relation to the business of the Company which are outside the scope of the ordinary duties of a director, may be paid such extra remuneration by way of salary, commission, participation of profits or otherwise or may receive such other benefits in addition to any remuneration provided for by or pursuant to any provision of this Memorandum, including, without limitation, costs associated with residing overseas, as a disinterested quorum of directors may reasonably determine. Item.16(f) of 7.6 Indemnification of directors This Memorandum does not limit, restrict or qualify the ability of the Company to advance expenses to a director to defend any legal proceedings arising from his service to the Company, or to indemnify a director against such expenses if the proceedings are abandoned or exculpate the director or arise in respect of any liability for which the Page 15 24

27 Company may indemnify the director in terms of sections 78(5) and 78(6) of the Act This Memorandum does not limit, restrict or qualify the power of the Company to indemnify a director in respect of any liability arising out of the director s service to the Company to the fullest extent permitted by the Act This Memorandum does not limit, restrict or qualify the power of the Company to purchase insurance to protect a director against any liability or expenses for which the Company is permitted to indemnify a director in terms of the Act and this Memorandum, or the Company against any contingency Indemnity To the fullest extent permitted by law, and subject to the Act, every Relevant Officer shall be indemnified by the Company out of its own funds against: any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company other than any liability to the Company or any member of the Group; and any other liability incurred by or attaching to him in relation to or in connection with his duties, powers or office, including in connection with the activities of the Company if it is the trustee of an occupational pension scheme Where a Relevant Officer is indemnified against any liability in accordance with this 7.6.4, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto Relevant Officer means a director, former director, alternate director, prescribed officer or secretary of the Company or of a member of the Group or any member of any committee of the board or the audit committee, irrespective of whether or not the person is also a member of the Company s board Insurance Without prejudice to 7.6.4, subject to the provisions of the Act, the directors shall have power to purchase and maintain insurance at the expense of the Company for or for the benefit Page 16 25