Notice of the Annual General Meeting of Shareholders

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1 Notice of the Annual General Meeting of Shareholders 2016

2 VKB BELEGGINGS (PTY) LTD Reg. No. 2011/007000/07 ( the company ) Notice is hereby given that the Annual General Meeting of Shareholders will be held as indicated hereafter: PLACE VENUE DATE TIME Reitz Mooigelegen 9 September :00 in order to deal with the matters set out herein and to consider the ordinary and special resolutions and, if accepted, to pass it. All shareholders are entitled to attend and vote at the meeting. For the purposes of this meeting the Shareholders Register of the company as at Thursday 1 September 2016 will determine who are shareholders and said date is deemed to be the record date as contemplated in Section 59 of the Companies Act, Act No. 71 of 2008 ( the Act ). Participants in the meeting must provide satisfactory identifi cation a valid South African identity document or passport or proof of membership of VKB, as required by Section 63 of the Act. A shareholder who is unable to attend the meeting may appoint a proxy to represent him/her at the meeting and speak and vote on his/her behalf. The proxy form that is included with this notice must be used for this purpose and must be submitted to the registered offi ce of the company by mail, fax or electronic submission on or before 7 September 2016 at 15:00, in accordance with the directives contained in the notice. You are cordially invited to attend the function after the meeting. This meeting will be preceded by a series of Information Meetings in the VKB and NTK service areas as indicated below. The minutes of the 2015 Annual General Meeting of Shareholders can be obtained from the Group Company Secretary. VKB service area Day Date Time Place Monday 5 September 10:00 Royal Terrace Guest Lodge, Bethlehem 15:00 VKB Training Venue, Reitz Tuesday 6 September 10:00 Sandleem Study Hall, Villiers 15:00 O Gala Restaurant, Frankfort Wednesday 7 September 10:00 Azaria Hall (old Afrikaans Protestant Church), Warden 15:00 Golf Club, Vrede Thursday 8 September 10:00 Golf Club, Petrus Steyn NTK service area Day Date Time Place Thursday 1 September 13:00 Weesgerus Holiday Resort, Modimolle Monday 5 September 17:00 Letaba Junction, Letsitele Tuesday 6 September 17:00 Blouberg Riding School, Vivo Wednesday 7 September 17:00 Farmers Hall, Baltimore 1

3 Agenda 1. OPENING 2. CONSTITUTION 3. SUBMISSION OF ANNUAL FINANCIAL STATEMENTS AND ACCOMPANYING REPORTS (for the year ending 31 March 2016) (included on the CD together with the Annual Report) 4. TRADEABILITY OF THE MINORITY SHARE IN VKB AGRI PROCESSORS (PTY) LTD (presentation during meeting by Managing Director) 5. CONFIRMATION OF NON-EXECUTIVE DIRECTORS Ward 2 Daniëlsrus, Bethlehem, Fouriesburg, Kestell, Lindley To be announced Ward 4 Petrus Steyn, Senekal, Heilbron, Marquard, Rosendal To be announced Ward 6 Frankfort, Tweeling DJ Kriek 6. ORDINARY RESOLUTIONS 6.1 Appointment of auditors 6.2 Election of the Audit and Risk Committee 7. SPECIAL RESOLUTIONS 7.1 Shares under control of the Board 7.2 Remuneration of directors 7.3 Financial assistance 8. CLOSING By order of the Board of Directors of the company. Adv. SC ERASMUS (Mrs) Group Company Secretary REITZ 19 August rinae@vkb.co.za Tel.: +27 (0)

4 Agenda 1. OPENING 2. CONSTITUTION 3. SUBMISSION OF THE ANNUAL FINANCIAL STATEMENTS AND ACCOMPANYING REPORTS (for the year ending 31 March 2016)(included on the CD together with the Annual Report) The Annual Financial Statements of the company and its subsidiaries, including the reports of the auditors, the Audit and Risk Committee, the Directors and the Social and Ethics Committee for the year ending 31 March 2016, are submitted to the shareholders in terms of Section 30(3)(d) of the Companies Act, Act No. 71 of FOR NOTING 4. TRADEABILITY OF THE MINORITY SHARE IN VKB AGRI PROCESSORS (PTY) LTD (presentation during meeting by Managing Director) FOR NOTING 5. CONFIRMATION OF NON-EXECUTIVE DIRECTORS Vacancies have arisen on the Board of Directors due to terms of offi ce that have expired. Nominations were called for and Mr DJ Kriek was nominated unopposed for Ward 6 and was declared elected by the Board for a further term of offi ce of three years. The ward elections for Wards 4 and 2 will respectively take place on 10 and 11 August 2016 whereafter the elected directors will be announced. Due to the retirement of Mr PJ Jacobs, a vacancy arose in the Limpopo region. The Board resolved not to fi ll the vacancy. The Board resolved furthermore to co-opt Mr GJ Nel as non-executive independent director in the place of Mr JCP Bekker who retires in September The appointment of the following directors is therefore confi rmed: Ward 2 Daniëlsrus, Bethlehem, Fouriesburg, Kestell, Lindley To be announced Ward 4 Petrus Steyn, Senekal, Heilbron, Marquard, Rosendal To be announced Ward 6 Frankfort, Tweeling DJ Kriek FOR NOTING 6. ORDINARY RESOLUTIONS (Must be supported by more than 50% of the voting rights exercised on the resolution.) 6.1 APPOINTMENT OF AUDITORS At its meeting held on 21 June 2016 the Board resolved as follow on recommendation of the Audit and Risk Committee: That it be recommended to the Annual General Meeting of Shareholders that Enslins Bethlehem Incorporated be appointed as auditors of VKB Beleggings (Pty) Ltd for the period that will end with the Annual General Meeting of Shareholders of The designated auditor complies with the requirements of Section 90(2) of the Companies Act, Act No. 71 of Enslins Bethlehem Incorporated be appointed as auditors of VKB Beleggings (Pty) Ltd for the period that will end with the Annual General Meeting of Shareholders of

5 6.2 ELECTION OF THE AUDIT AND RISK COMMITTEE Given the legal and other duties and responsibilities of the Audit and Risk Committee, it is vital for the Committee to collectively possess the expertise and experience to perform its tasks properly. The Board considered the composition of the Committee and resolved as follow at its meeting held on 28 July 2016: That it be recommended to the Annual General Meeting of Shareholders that Messrs CF Fick, ID Dreyer, LJ Eksteen and GJ Nel be appointed by way of single resolutions as members of the Audit and Risk Committee of the VKB Group for the period that will end with the Annual General Meeting of Shareholders of The following persons be appointed by way of single resolutions as members of the Audit and Risk Committee of the VKB Group for the period that will end with the Annual General Meeting of Shareholders of 2017: Directors: Messrs CF Fick, ID Dreyer, LJ Eksteen and GJ Nel 7. SPECIAL RESOLUTIONS (Must be supported by at least 75% of the voting rights exercised on the resolution.) The following special resolutions are submitted for approval by the meeting: 7.1 SHARES UNDER CONTROL OF THE BOARD The aim of this resolution is to grant authorisation to the Board to issue shares to new shareholders, redeem shares upon resignation, death or sequestration/liquidation of shareholders and to deal with shares in accordance with the relevant legislation and VKB s Memorandum of Incorporation. The shares of the company be placed under the control of the Board until the Annual General Meeting of Shareholders of 2017, and the Board be authorised to issue shares to new shareholders, redeem shares and otherwise deal with shares in accordance with relevant legislation and VKB s Memorandum of Incorporation. 7.2 REMUNERATION OF DIRECTORS The company may only remunerate its non-executive directors for their services as directors subject to and in accordance with a special resolution approved by the shareholders in the previous two years, as required by Section 66 of the Companies Act, Act No. 71 of It is recommended that the remuneration, as applicable during the previous year, be increased with 6,5%, in accordance with the company s salary increases. 1) Given the projections and information contained in the Annual Report, the remuneration of non-executive directors be approved as follow from 1 October 2016 in terms of Section 66 of the Companies Act, Act No. 71 of 2008: Per annum Per meeting Per year Chairperson of the Board R Vice-chairperson R Directors R Chairperson Audit and Risk Committee R Member Audit and Risk Committee R Chairperson Committee other R Member Committee other R8 000 Member Limpopo Advisory Committee R

6 Agenda (continued) 7.2 REMUNERATION OF DIRECTORS (CONTINUED) 2) The abovementioned remuneration of non-executive directors be paid monthly. 3) Executive directors be remunerated in terms of their contracts of employment. 7.3 FINANCIAL ASSISTANCE Section 45 of the Companies Act, Act No. 71 of 2008, requires fi nancial assistance to subsidiaries and related entities, as well as directors and prescribed offi cers, to be approved by the shareholders. VKB provides such assistance within the Group in accordance with its budget as approved by the Board. The Board is convinced that the company is in a position to provide the proposed fi nancial assistance; that the company will, immediately after the fi nancial assistance has been provided, comply with the solvency and liquidity test; that, given the fi gures, the company will be able to meet its obligations in the next twelve months, and that the assets of the company will exceed its liabilities even if the proposed assistance were provided. It should be noted that this fi nancial assistance does not include the normal debtors accounts that are concluded in the normal course of business. Production fi nance is furthermore provided to VKB directors in terms of the VKB Credit Policy. Vehicle fi nance is provided to VKB s executive directors and prescribed offi cers in terms of the VKB Staff Policy. 1) As a general approval in terms of Section 45 of the Companies Act, Act No. 71 of 2008, the company be authorised to provide any direct or indirect financial assistance to subsidiaries and related entities as authorised by the Board of Directors in terms of Section 45(2) of the Act, which approval specifically includes that the Board may make any arrangements on behalf of the company it may deem fit for the financing, assistance or subsidising of any of the company s subsidiaries and/ or associates and/or entities in which the company has an interest, and for the guaranteeing of its contracts, obligations or liabilities, in whatsoever way, to a maximum amount of R (one billion four hundred million Rand) and in accordance with the prescribed conditions for a period from the date of this resolution up to and including the Annual General Meeting of Shareholders of ) Production finance be provided to VKB directors in terms of the VKB Credit Policy. 3) Vehicle finance be provided to VKB s executive directors and prescribed officers in terms of the VKB Staff Policy. 4) Should such financial assistance be provided, the Board will consider, in accordance with Section 45(3) of the Act, whether the company complies with the solvency and liquidity test immediately after the financial assistance has been granted. 5) In accordance with Section 45(4) of the Act, the Board will ensure that the company complies with any conditions or limitations with respect to the granting of financial assistance as set out in the company s Memorandum of Incorporation. 8. CLOSING 5

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9 Annual General Meeting of Shareholders: 9 September 2016 VKB BELEGGINGS (PTY) LTD Head Offi ce 31 President CR Swart Street, REITZ, 9810 PO Box 100, REITZ, 9810 Tel: +27 (0) vkb@vkb.co.za Proxy I/we (name of shareholder): Membership number: Address: being a shareholder of VKB, hereby appoint: Name of proxy: Membership no: or in his absence or if I/we do not indicate a name above, the Chairman of the meeting or any director of VKB, to act on my/our behalf at the Annual General Meeting of Shareholders to be held on 9 September 2016 and any adjournment or postponement thereof and to vote for and on my/our behalf with the following instructions: ORDINARY RESOLUTIONS IN FAVOUR OF AGAINST ABSTAIN 6.1 Appointment of auditors 6.2 Election of Audit and Risk Committee CF Fick LJ Eksteen ID Dreyer GJ Nel SPECIAL RESOLUTIONS IN FAVOUR OF AGAINST ABSTAIN 7.1 Shares under control of the Board 7.2 Remuneration of directors 7.3 Financial assistance Indicate instruction to proxy by way of a cross in the applicable space above. SIGNED at on this day of WARRANTOR CAPACITY If proxy is signed on behalf of a juristic person, indicate capacity, eg. director, member of CC, trustee of Trust.

NOTICE. Annual General Meeting of Shareholders

NOTICE. Annual General Meeting of Shareholders NOTICE Annual General Meeting of Shareholders VKB BELEGGINGS (PTY) LTD VKB HEAD OFFICE 31 President CR Swart Street, REITZ, 9810 PO Box 100, REITZ, 9810 Tel: +27 (0)87 358 8111 Fax: +27 (0)87 358 8333