Nedbank Group Limited (Incorporated in the Republic of South Africa) (Registration number 1966/010630/06) JSE share code: NED ISIN: ZAE

Transcription

1 This circular is important and requires your immediate attention. The definitions commencing on page 4 of this circular apply mutatis mutandis to this front cover. Action required If you are in any doubt as to what action you should take arising from this circular, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately. If you have disposed of all of your Nedbank Group shares, please forward this circular to the purchaser of such shares or to the CSDP, broker, banker, accountant, attorney or other agent through whom the disposal was effected. Nedbank Group shareholders are referred to page 1 of this circular, which sets out the action required by them. Nedbank Group Limited (Incorporated in the Republic of South Africa) (Registration number 1966/010630/06) JSE share code: NED ISIN: ZAE ( Nedbank Group or the Company ) Circular to Nedbank Group shareholders regarding the re-approval of the Nedbank Group South African Share Schemes; the adoption of the MOI; and incorporating: a notice convening a general meeting of shareholders; and a form of proxy (for use by certificated Nedbank Group shareholders and dematerialised Nedbank Group shareholders with own-name registration only). Investment bank, corporate advisor and Sponsor to Nedbank Group Joint sponsor Sponsor in Namibia Old Mutual Investment Services (Namibia) (Proprietary) Limited Member of the Namibian Stock Exchange Reg No: 2004/081 Date of issue: 10 April 2013

2 Corporate information and advisors Group company secretary and registered office T S B Jali Block A, 1st Floor Nedbank Sandton 135 Rivonia Road Sandton, 2196 (PO Box 1144, Johannesburg, 2000) Investment bank, corporate advisor and Sponsor to Nedbank Group Nedbank Capital, a division of Nedbank Limited (Registration number 1951/000009/06) 3rd Floor, Corporate Place, Nedbank Sandton 135 Rivonia Road Sandton, 2196 (PO Box 1144, Johannesburg, 2000) Sponsor in Namibia Old Mutual Investment Services (Namibia) (Proprietary) Limited (Registration number 2004/081) 10th Floor, Mutual Tower 223 Independence Avenue Windhoek, Namibia (PO Box 25549, Windhoek, Namibia) Joint sponsor Merrill Lynch, a subsidiary of Bank of America Corporation (Registration number 1995/001805/07) 138 West Street Sandton, 2196 Transfer secretaries in Namibia Transfer Secretaries (Proprietary) Limited Robert Mugabe Avenue No 4 Windhoek Namibia (PO Box 2401, Windhoek, Namibia) Transfer secretaries in South Africa Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/06) Ground Floor 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)

3 Action required by Nedbank Group shareholders The definitions commencing on page 4 of this circular apply mutatis mutandis to this Action required by Nedbank Group shareholders section. Please take careful note of the following provisions regarding the action required by Nedbank Group shareholders: 1. If you are in any doubt as to what action to take, please consult your CSDP, broker, attorney, banker or other professional advisor immediately. 2. If you have disposed of all of your Nedbank Group shares, please forward this circular to the purchaser of such shares or to the CSDP, broker, banker, attorney or other agent through whom the disposal was effected. 3. This circular contains information relating to the re-approval of the Nedbank Group South African Share Schemes and the adoption of the MOI. 4. You should read through this circular carefully and decide how you wish to vote on the resolutions to be proposed at the general meeting. 5. The general meeting, convened in terms of the notice incorporated in this circular, will be held in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, on Friday, 3 May 2013 at the later of 09:30 SA time and immediately following the conclusion of Nedbank Group s annual general meeting. 6. General meeting 6.1 If you hold Dematerialised Shares Own-name registration You are entitled to attend, or be represented by proxy or proxies, and may vote at the general meeting. If you are unable to attend the general meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein. It is requested that you ensure that the form of proxy is received by the transfer secretaries in South Africa, Computershare, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or by the transfer secretaries in Namibia, Transfer Secretaries, Robert Mugabe Avenue No 4, Windhoek, Namibia (PO Box 2401, Windhoek, Namibia) by no later than 09:30 SA time on Thursday, 2 May Other than own-name registration In accordance with the mandate between you and your CSDP or broker you must advise your CSDP or broker timeously if you wish to attend, or be represented at, the general meeting. If your CSDP or broker has not contacted you, you are advised to contact your CSDP or broker and provide it with your voting instructions. If your CSDP or broker does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it. You must not complete the attached form of proxy. Your CSDP or broker will be required to issue the necessary letter of representation to you to enable you to attend, or to be represented at the general meeting. 6.2 If you hold Certificated Shares You are entitled to attend, or be represented by proxy or proxies, and may vote at the general meeting. If you are unable to attend the general meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein. It is requested that you ensure that the form of proxy is received by the transfer secretaries in South Africa, Computershare, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown 2107) or by the transfer secretaries in Namibia, Transfer Secretaries, Robert Mugabe Avenue No 4, Windhoek, Namibia (PO Box 2401, Windhoek, Namibia), by no later than 09:30 SA time on Thursday, 2 May

4 Table of contents The definitions commencing on page 4 of this circular apply mutatis mutandis to this Table of contents section. Page Corporate information and advisors Inside front cover Action required by Nedbank Group shareholders 1 Table of contents 2 Salient dates and times 3 Definitions 4 Circular to Nedbank Group shareholders 1. Introduction 7 2. purpose of this circular 7 3. Details and rationale 7 4. Directors responsibility statement 8 5. General meeting and shareholder approval 8 6. Consents 9 7. Documents available for inspection 9 Annexure 1 Salient features of the MOI 10 Notice of a general meeting of Nedbank Group shareholders 24 Form of proxy for use by Nedbank Group ordinary shareholders who hold dematerialised shares in own-name or hold certificated shares Attached 2

5 Salient dates and times The definitions commencing on page 4 of this circular apply mutatis mutandis to this Salient dates and times section Circular posted to Nedbank Group shareholders on Last day to trade in order to participate and vote at the general meeting Record date in order to participate and vote at the general meeting Forms of proxy to be received by 09:30 SA time on General meeting to commence at 09:30 SA time or immediately following the conclusion of Nedbank Group s annual general meeting, whichever is the later, on Results of general meeting to be released on SENS on Results of general meeting published in the South African press on Wednesday, 10 April Friday, 19 April Friday, 26 April Thursday, 2 May Friday, 3 May Friday, 3 May Monday, 6 May Notes: 1. All dates and times shown in this circular are South African dates and times. 2. These dates and times are subject to amendment. Any such amendment will be published on SENS. 3. This circular is available in English only. Copies may be obtained from the transfer secretaries in South Africa and the transfer secretaries in Namibia whose addresses are set out in the Corporate information and advisors section of this circular between Wednesday, 10 April 2013 and Friday, 3 May

6 Definitions In this circular, unless otherwise stated or the context otherwise indicates, the words in the first column below shall have the meaning stated opposite them, respectively, in the second column below, reference to the singular shall include the plural and vice versa, words denoting one gender shall include the other genders, and an expression denoting natural persons shall include juristic persons and associations of persons: adoption of the MOI the proposed adoption of the new MOI to replace the existing MOI; Banks Act the Banks Act, 1990; BEE black economic empowerment; board or directors the board of directors of Nedbank Group whose names are reflected on page 7 of this circular; Brimstone Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Brimstone Trust; Brimstone Trust the Brimstone-Mtha Financial Services Trust (Master s Reference number IT 5096/06); business day a day other than a Saturday, Sunday or official public holiday in South Africa; certificated shareholder(s) Nedbank Group shareholder(s) who hold certificated share(s); certificated share(s) Nedbank Group share(s) held in certificated form; circular this bound circular, dated 10 April 2013, including the notice of general meeting and form of proxy; Companies Act the Companies Act, No. 71 of 2008, as amended; CSDP a Central Securities Depository Participant registered in terms of the Securities Services Act and appointed by individual shareholder(s) for the purpose of and in regard to dematerialisation of his (their) Nedbank Group shares; dematerialised shareholder(s) holder(s) of dematerialised share(s); dematerialised share(s) share(s) which have been dematerialised through a CSDP or broker and replaced by electronic record(s) of ownership under the Strate system; document(s) of title share certificate(s), transfer deed(s) or form(s), balance receipt(s) or any other document(s) of title acceptable to Nedbank Group in respect of certificated shareholders; Eyethu Black Executive Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Black Executive Trust; Eyethu Black Executive Trust Nedbank Eyethu Black Executive Trust (Master s Reference number IT 5071/05); Eyethu Black Management Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Black Management Trust; Eyethu Black Management Trust Nedbank Eyethu Black Management Trust (Master s Reference number IT 5075/05); Eyethu Broad Based Employee Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Broad Based Employee Trust; Eyethu Broad Based Employee Trust Nedbank Eyethu Broad Based Employee Trust (Master s Reference number IT 5073/05); existing MOI the existing memorandum of incorporation of Nedbank Group; 4

7 Eyethu Community Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Community Trust; Eyethu Community Trust Nedbank Eyethu Community Trust (Master s Reference Number IT 5070/05); Eyethu Corporate Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Corporate Scheme Trust and the AKA Nedbank Eyethu Trust; Eyethu Corporate Scheme Trust Nedbank Eyethu Corporate Scheme Trust (Master s Reference number IT 5083/05); Eyethu Evergreen Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Evergreen Trust; Eyethu Evergreen Trust Nedbank Eyethu Evergreen Trust (Master s Reference number IT 5084/05); Eyethu Non-Executive Directors Scheme the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Eyethu Non-Executive Directors Trust; Eyethu Non-Executive Directors Trust Nedbank Eyethu Non-Executive Directors Trust (Master s Reference Number IT 5072/05); general meeting the general meeting convened in terms of the notice of general meeting incorporated in this circular, which will be held in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton on Friday, 3 May 2013 at 09:30 SA time or immediately following the conclusion of Nedbank Group s annual general meeting, whichever is the later; JSE JSE Limited (Registration number 2005/022939/06), a public company registered and incorporated in South Africa and licensed under the Securities Services Act to operate as an exchange; JSE Listings Requirements the JSE Listings Requirements, as amended from time to time; MOI the new memorandum of incorporation of Nedbank Group; Nedbank Nedbank Limited (Registration number 1951/000009/06), a public company incorporated and registered in South Africa; Nedbank Capital Nedbank Capital, a division of Nedbank Limited, and the investment bank, corporate advisor and sponsor to Nedbank Group; Nedbank Group or the Company Nedbank Group Limited (Registration Number 1966/010630/06), a public company incorporated and registered in South Africa and listed on the JSE; Nedbank Group s annual general meeting the 46th annual general meeting of Nedbank Group which will be held at 09:00 SA time in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton on Friday, 3 May 2013; Nedbank Group share(s) or share(s) ordinary share(s) of R1.00 each in the issued share capital of Nedbank Group; Nedbank Group South African Share Schemes collectively: 1. the Nedbank Group (2005) Scheme; 2. the Brimstone Scheme; 3. the Eyethu Black Executive Scheme; 4. the Eyethu Black Management Scheme; 5. the Eyethu Broad Based Employee Scheme; 6. the Eyethu Evergreen Scheme; 7. the Retail Scheme; 8. the Eyethu Corporate Scheme; 9. the Eyethu Community Scheme; 10. the Eyethu Non-Executive Directors Scheme; and 11. the Wiphold Scheme; 5

8 Nedbank Group South African Share Trusts Nedbank Group (2005) Scheme Nedbank Group (2005) Trust Old Companies Act the Companies Act, 1973; Rand South African Rand; re-approval of the Nedbank Group South African Share Schemes Registered Office Retail Scheme Retail Trust SENS shareholders South Africa or SA Strate transfer secretaries in South Africa or Computershare transfer secretaries in Namibia or Transfer Secretaries Wiphold Scheme Wiphold Trust collectively: 1. the Nedbank Group (2005) Trust; 2. the Brimstone Trust, 3. the Eyethu Black Executive Trust; 4. the Eyethu Black Management Trust; 5. the Eyethu Broad Based Employee Trust; 6. the Eyethu Evergreen Trust; 7. the Retail Trust; 8. the Eyethu Corporate Trust; 9. the Eyethu Community Trust; 10. the Eyethu Non-Executive Directors Trust; and 11. the Wiphold Trust; the share option, matched share and restricted share scheme adopted by the Company with effect from 4 May 2005, as amended; the Nedbank Group (2005) Share Scheme Trust (Master s Reference number IT 3916/05); the re-approval of the Nedbank Group South African Share Schemes in terms of the Companies Act, as more fully set out in paragraph 3.1 of this circular; the registered office of Nedbank Group being Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, 2196; the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Retail Trust; Nedbank Retail Custodial Trust (previously called the Nedbank Eyethu Retail Trust) (Master s Reference number IT 5085/05); the Stock Exchange News Service of the JSE; registered holders of Nedbank Group shares; the Republic of South Africa; Strate Limited (Registration number 1998/022242/06), a company incorporated and registered in South Africa and the electronic settlement system for transactions that take place on the JSE and off-market trades; and Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/06), a private company registered and incorporated in South Africa and the transfer secretaries of Nedbank Group in South Africa; Transfer Secretaries (Proprietary) Limited, a company registered and incorporated in Namibia and the transfer secretaries of Nedbank Group in Namibia; the BEE share scheme adopted by the Company with effect from 22 July 2005, as amended, in terms of which the Company issued Nedbank Group shares to the Wiphold Trust; and Wiphold Financial Services Number Two Trust (Master s Reference number IT 5098/05). 6

9 Nedbank Group Limited (Incorporated in the Republic of South Africa) (Registration number 1966/010630/06) JSE share code: NED ISIN: ZAE ( Nedbank Group or the Company ) Directors Dr R J Khoza* (Chairman) M W T Brown# (Chief Executive) T A Boardman* T C P Chikane** G W Dempster# (Chief Operating Officer) M A Enus-Brey* I D Gladman* (British) D Hope* (New Zealand) * Non-executive # Executive ** Independent non-executive P M Makwana** N P Mnxasana** R K Morathi# (Chief Financial Officer) J K Netshitenzhe** J V F Roberts* (British) G T Serobe* M I Wyman** (Lead) (British) Circular to Nedbank Group shareholders 1. Introduction Nedbank Group shareholders are advised that the board proposes, subject to shareholder approval, the adoption of resolutions relating to the re-approval of the Nedbank Group South African Share Schemes and the adoption of the MOI. 2. purpose of this circular The purpose of this circular is to provide Nedbank Group shareholders with relevant information relating to the re approval of the Nedbank Group South African Share Schemes and the adoption of the MOI and to enable shareholders to make an informed decision as to whether or not they should vote in favour of the resolutions set out in the notice of general meeting which forms part of this circular. 3. DETAILS AND rationale 3.1 Details and rationale for the re-approval of the Nedbank Group South Africa Share Schemes The Company concluded the Nedbank Group South African Share Schemes in August 2005 (the implementation of which was approved by the shareholders of the Company on 22 July 2005). Various amendments were made to the Nedbank Group South African Share Schemes inter alia in or around May 2008 (which amendments were also duly approved by the shareholders of the Company on 13 May 2008) and further amendments were made in or around May 2011 (which amendments were duly approved by the shareholders of the Company on 6 May 2011) The various Nedbank Group South African Share Schemes were drafted under the Old Companies Act. The introduction of the Companies Act has resulted in substantial changes to many traditional company law doctrines and concepts. 7

10 3.1.3 Such changes have resulted in some uncertainty regarding the corporate actions that may be taken generally by companies in terms of the Companies Act and in particular, by the Company in respect of certain of the Nedbank Group South African Share Schemes As a matter of prudence, the Company has therefore decided to bring these matters to the shareholders for their re-approval in terms of the Companies Act, even though it may not be necessary to do so. It is in this context that many of the proposed resolutions should be read In addition, the Company intends to deal with certain administrative issues that arose in the execution of the Nedbank Group South African Share Schemes. 3.2 Details and rationale for the adoption of the MOI It is proposed that the MOI, salient features of which are set out in Annexure 1 of this circular, be adopted in replacement of the existing MOI for the purpose of harmonising the Company s MOI with the Companies Act and the changes to the JSE Listings Requirements and to update the MOI generally. 4. Directors responsibility statement The directors of Nedbank Group, whose names are given on page 7 of this circular: have considered all statements of fact and opinion in this circular; collectively and individually, accept full responsibility for the accuracy of the information given; certify that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement false or misleading; have made all reasonable enquiries in this regard; and certify that, to the best of their knowledge and belief, that the circular contains all information required by law and the JSE Listings Requirements. 5. GENERAL MEETING AND SHAREHOLDER APPROVAL 5.1 Notice of general meeting A notice convening a general meeting of Nedbank Group shareholders is attached to the circular. The general meeting, convened in terms of the notice incorporated in this circular, will be held in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, on Friday, 3 May 2013 at the later of 09:30 SA time or immediately following the conclusion of Nedbank Group s annual general meeting to consider and, if deemed fit, pass, with or without modification the requisite special and ordinary resolutions. 5.2 If you have dematerialised shares Own-name registration You are entitled to attend, or be represented by proxy, and may vote at the general meeting. If you are unable to attend the general meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein. It is requested that you ensure that the form of proxy is received by the transfer secretaries in South Africa, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or the transfer secretaries in Namibia, Transfer Secretaries (Proprietary) Limited, Robert Mugabe Avenue No 4, Windhoek, Namibia (PO Box 2401, Windhoek, Namibia) by no later than 09:30 SA time on Thursday, 2 May Other than own-name registration If your CSDP or broker has not contacted you, you are advised to contact your CSDP or broker and provide them with your voting instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. You must not complete the attached form of proxy. In accordance with the mandate between you and your CSDP or broker you must advise your CSDP or broker timeously if you wish to attend, or be represented at, the general meeting. Your CSDP or broker will be required to issue the necessary letter of representation to you to enable you to attend, or to be represented at the general meeting. 8

11 5.3 If you hold certificated shares You are entitled to attend, or be represented by proxy, and may vote at the general meeting. If you are unable to attend the general meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein. It is requested that you ensure that the form of proxy is received by the transfer secretaries in South Africa, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or the transfer secretaries in Namibia, Transfer Secretaries (Proprietary) Limited, Robert Mugabe Avenue No 4, Windhoek, Namibia (PO Box 2401, Windhoek, Namibia), by no later than 09:30 SA time on Thursday, 2 May Shareholder approval The re-approval of the Nedbank Group South African Share Schemes and the adoption of the MOI are subject to shareholder approval as set out in the notice of general meeting attached to this circular. 5.5 Voting Rights 6. Consents All issued Nedbank Group shares rank pari passu with each other. At the general meeting, every Nedbank Group shareholder present or represented by proxy shall have one vote on a show of hands, and on poll, one vote for every Nedbank Group share held. Nedbank Capital, Merrill Lynch, Computershare and Transfer Secretaries have provided their written consents to act in the capacity stated and to their names being used in this circular and have not withdrawn their consents prior to the publication of this circular. 7. Documents available for inspection The following documents, or copies thereof, will be available for inspection during normal business hours at the Registered Office from the date of this circular up to and including the date of the general meeting: a signed copy of this circular; copies of the Nedbank Group South African Share Schemes; the existing MOI; the MOI; and the written consents of Nedbank Capital, Merrill Lynch, Old Mutual Investment Services (Namibia) (Proprietary) Limited, Computershare and Transfer Secretaries as set out in paragraph 6 above. This circular signed at Sandton on behalf of all the directors. By order of the Board T S B Jali Group Company Secretary 10 April 2013 Johannesburg 9

12 Annexure 1 Salient features of the MOI The terms defined in clause 1 of the MOI shall have the same defined meaning when used in these salient features. This salient features document only highlights certain aspects of the MOI in a summarised form and is not intended to be a comprehensive or complete reiteration of all the terms of the MOI and is provided for information purposes only and should not be regarded as a substitute for reading the MOI, which should be read in its entirety for a full appreciation thereof. The MOI can be viewed on the Company s website This document does not constitute legal or tax advice and if shareholders are in doubt, they should consult their tax adviser, attorney or other professional advisor. Theme or clause Contents of new MOI 1. Interpretation There are various definitions and provisions regulating the interpretation of the MOI. [1] 2. Public Company The Company is a Public Company. [2] 3. Objectives and Banks Act Without limitation to the powers and capacity of the Company, the main business of the Company is to be that of a banking and financial services holding company and the main object of the Company is to invest in banking companies and financial services companies. The Company may, however, pursue any other objects whatsoever. 4. Listing of Securities on the JSE Exchange and the NSX For so long as the Company controls a company registered as a bank in South Africa as contemplated in the Banks Act, it shall be subject to the applicable obligatory provisions of the Banks Act (as amended from time to time), which shall prevail in the event of a conflict with the MOI. [3] The Ordinary Shares in the Company are at the date of adoption of this clause listed on the JSE Exchange and on the NSX, as a secondary listing. The Listings Requirements shall apply to the Company for as long as the Securities of the Company are listed on the JSE Exchange, insofar as the Listings Requirements are applicable. For as long as the Ordinary Shares remain listed on the NSX, the NSX Requirements shall apply to the Company insofar as the NSX Requirements are applicable to the Company s secondary listing on the NSX. All references to and the application of, and compliance with, the Listings Requirements and the NSX Requirements shall apply for so long as any Securities of the Company are listed on the JSE Exchange, and are subject to any exceptions and exemptions that may be granted, and any amendments to the JSE Listings Requirements and the NSX Requirements from the date of such amendment. [4] 5. Powers and Capacity of Company The Company has the powers and capacity of an individual in terms of the Companies Act and may do anything which the Companies Act empowers a Company to do if so permitted by its MOI. [5.1 and 5.3] The Company shall not, to the extent prohibited by section 80(3) of the Banks Act, without the prior written approval of the Registrar of Banks, acquire or hold more than 49% of the issued shares in any registered long-term or short-term insurer. [5.2] Where the Listings Requirements require an Ordinary Resolution to be passed with a 75% majority, the resolution shall instead be required to be passed by a Special Resolution with at least a 75% majority calculated in accordance with the Listings Requirements. [5.4.1] 10

13 Theme or clause Contents of new MOI 6. Amendments to the MOI Except where ordered by a court, the correction of errors substantiated as such from objective evidence or which are self-evident errors in the MOI and an alteration of the authorised Shares, which the Board is empowered to do, all other amendments to the MOI must be approved by a Special Resolution (and effected in terms of section 16(1) of the Companies Act) and are subject to the Banks Act. [6] 7. Making of Rules In terms of the Listings Requirements, the Board shall not make, amend or repeal any rules. [7] 8. Authorised Shares and Allotment and Issue of Securities Subject to the provisions of the Banks Act, the Company is authorised to issue (which includes Shares already issued at any time) Ordinary Shares with a par value of R1.00 each, which shall have Voting Rights in respect of every matter that may be decided by voting and which shall rank after all other classes of Shares in the Company which rank in preference to the Ordinary Shares as regards Distributions and returns of capital and profits or assets, but shall be entitled to receive the net assets of the Company upon winding-up. [8.1] If Listings Requirements are no longer applicable or no longer require a Special Resolution for such amendment to the MOI, the Board may amend the authorisation and classification of Shares as contemplated in section 36(2)(b) or 36(3) of the Companies Act, subject to compliance with the Banks Act and any other the requirements of the Listings Requirements (if applicable). [8.2] Unless expressly provided otherwise in this MOI or the terms applicable to the Securities, all Securities of a class authorised in the MOI shall rank pari passu in all respects. [8.3] Subject to clauses 8.7, 8.8 and 8.9, unless otherwise provided by the terms of the Securities or the MOI: all or any of the rights, privileges or conditions for the time being attached to any class of Shares of the Company may, whether or not the Company is being wound-up, only be varied in any manner adverse to the Holders of that class of Shares with the consent, in Writing, of the Security Holders of not less than 75% (seventy five percent) of the issued Shares of that class, or with the sanction of a Special Resolution passed at a separate meeting of the Security Holders of that class of Shares; and all or any of the rights, privileges or conditions for the time being attached to any class of Securities of the Company other than Shares may, whether or not the Company is being wound-up, in addition and without limitation to any other terms applicable to the Securities permitting variations, be varied in any manner with the consent in Writing of the Security Holders of not less than 75% of the issued Securities of that class, or with the sanction of a Special Resolution passed at a separate meeting of the Security Holders of that class. [8.4] The requirements in clause 8.3 are in addition to the usual requirements for any related required amendment of this MOI. In addition, if any variation to any of the rights, privileges or conditions for the time being attached to any class of Shares of the Company is proposed, then, the Security Holders of the class of Shares proposed to be varied (in addition to those classes of Shares which already grant the Security Holder general Voting Rights at general Shareholders Meetings) shall vote with the Security Holders of the Ordinary Shares in respect of any proposed Special Resolution of the Shareholders required to approve the variation and amend this MOI. Unless the Share terms provide otherwise, subject to the Listings Requirements, a Security Holder of such class of Shares shall have 1 vote for each Share held by it. [8.6] 11

14 Theme or clause 9. Authority to Issue Securities and Grant Special Privileges Contents of new MOI If any variation to any of the rights, privileges or conditions for the time being attached to any class of Securities of the Company other than Shares is proposed, the Security Holders of such Securities proposed to be varied shall not have any rights to vote together with the Ordinary Shareholders to approve the variation and amend this MOI at the general meeting of Shareholders convened for such purpose, unless the terms of the Securities provide otherwise. If the terms of the Securities in question do provide that such Securities Holders can vote on any such amendment together with the Ordinary Shareholders, then unless the terms of the Securities provide for different Voting Rights, each Security Holder of the class of Securities to be amended shall have 1 vote for each Security held by it. [8.7] Subject to the Banks Act and to procuring any required approval of the JSE and to the pre-emption requirements in respect of Equity Securities (clause 13), the Company is authorised, and the Board shall have the power to issue authorised Shares and to issue any other Securities, [9.1] provided that the prior approval of the Shareholders by way of Special Resolution is obtained where required by the Listings Requirements in respect of issues of Equity Securities for cash and where required by the Companies Act the issue of Shares contemplated in sections 41(1) and (3) (read with section 42) of the Companies Act. [9.5] The Company is authorised to, and the Board may allot and issue Securities, other than Shares (notwithstanding that such Securities are not specified in the authorised Shares in clause 8.1) subject to the following: the Board may do so without the approval of the Shareholders, unless the approval of the Shareholders is required in terms of clauses 9.3, 9.4, 9.5 or 9.6.3, the Listings Requirements or the Companies Act, in which case the required Shareholder approval must be obtained; the Board may only issue debt instruments with special privileges (as contemplated in section 43(3)) if the appropriate exemption/approval is obtained from the JSE; and if such Securities grant special privileges to the Security Holders to attend and vote at general meetings of the Shareholders or to appoint Directors, then such privileges must be provided for in this MOI, with the necessary amendment approved in accordance with the provisions of this MOI regulating amendments. [9.6] Subject to the Listings Requirements, if at any time the Company (or a Subsidiary of the Company with the agreement of the Company) has Securities in issue, which Securities or the related debt are to be converted into or substituted for authorised Shares in the Company, or settled by the issue of authorised Shares (collectively the Conversion Issue ), which Conversion Issue is not conditional upon the future approval of the Shareholders of the Company, then the Board shall not issue any further Shares of the relevant class (other than pursuant to the Conversion Issue) unless the Board is reasonably satisfied that, after the issue of the Shares, the Company will in its estimate still have sufficient authorised but unissued Shares of the relevant class available to comply with the anticipated Conversion Issue. Subject to the Listings Requirements, a determination by the Board of the Company in terms of this clause 9.8 as to the adequacy of the number of authorised but unissued Shares required to comply with the Conversion Issue may not be challenged on any basis other than section 77 of the Companies Act (read with section 77(2)), nor shall any non-compliance with this obligation affect the validity of any issue of Shares. [9.8] 12

15 Theme or clause Contents of new MOI The Board may issue capitalisation Shares or offer a cash payment in lieu of awarding capitalisation Shares in accordance with section 47 of the Companies Act and the JSE Listings Requirements. [9.9] No Shares of a class which are listed on the JSE Exchange may be issued other than as fully paid up. [9.10] 10. Fractional Entitlements Fractional entitlements are rounded up or down. [10] 11. Commission The Company may pay commission not exceeding 10% of the subscription price at which Securities are issued to any Person in consideration of such Person subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for Securities. [11] 12. Odd Lot Offers The Company may make Odd-Lot Offers to the holders and/or beneficial owners of a class of Securities who own or hold Securities comprising less than the Odd- Lot Threshold requiring them to elect to retain or sell their Odd-Lot. [12] The Odd- Lot Offer may provide that, should any Odd-Lot Holder fail to make an election to the contrary, then the Odd-Lot Holder shall be deemed to have elected to sell their Odd-Lot. [12.3] 13. Pre-emption on Issue of Equity Securities Equity Securities in the Company which are intended to be issued for cash (not assets), shall first be offered to the existing Security Holders of Equity Securities pro rata to the proportion that the particular Security Holder s General Voting Rights bears to the aggregate of the General Voting Rights exercisable by all the Security Holders of Equity Securities immediately before the offer was made, by way of a rights offer in accordance with clause If such offer is not accepted, the Board may issue such Equity Securities in the manner they think most beneficial to the Company. The pre-emption will not apply: in cases where the issue is pursuant to an employee share incentive scheme which has been approved by the Shareholders; to the extent permitted by the Commission and subject to the prior approval of the JSE, with respect to Equity Securities that the Board considers necessary or expedient to be excluded from the offer because of legal impediments or compliance with the requirements of any regulatory body of any territory recognised as having import on the offer; where the Security Holders of the Equity Securities of the Company provide their authorisation for the issue by way of Special Resolution satisfying the requirements for a waiver of the pre-emption as contemplated in the Listings Requirements; where the issue is a capitalisation issue, an issue for an acquisition of assets or an issue for the purposes of an Amalgamation or Merger; an issue in terms of option or conversion rights; if the JSE waives the requirements of the Listings Requirements; or if the issue falls within any other exception to the pre-emptive requirements in the Listings Requirements. [13] 13

16 Theme or clause 14. Certificates Evidencing Securities, Uncertificated Securities and the Securities Register 15. Register of Disclosures and Notification Contents of new MOI The Securities issued by the Company may either be certificated or, if listed on the JSE Exchange, uncertificated. [14.1] A Security Holder of Uncertificated Securities in the Company shall not be entitled to certificates, unless the Security Holder gives the Participant notice that such Security Holder wishes to withdraw its Uncertificated Securities and obtain a certificate in respect thereof. [14.2] The Company shall keep a Securities Register and maintain said register to reflect the information required in terms of the Companies Act. [ ] A Securities Holder shall be entitled to register an address in the Republic or in some other country. [14.6] A certificate for Securities registered in the names of 2 or more Persons shall be Delivered to the Person first named in the Securities Register and Delivery to that Person shall be a sufficient Delivery to all joint Security Holders. [14.10] A Person acquires the rights associated with any particular Securities of the Company when that Person s name is entered in the Company s Securities Register and ceases to have those rights when the transfer to another Person, or the re acquisition by or surrender to the Company of those Securities has been entered Securities Register. [14.12] The Company must establish and maintain a register of disclosures made in terms of section 56(7) of the Companies Act and otherwise comply with all the requirements of sections 56 and 122 of the Companies Act in respect of the holding and transfer of Securities and Beneficial Interests. [15] 16. Restriction on any Lien The Company shall not be entitled to take any lien over any Securities issued by it. [16] 17. Listings on Other Stock Exchanges The Company may seek listings on other stock exchanges. For so long as the Securities of the Company are listed on any stock exchange in addition to the JSE Exchange and the NSX, the Company shall be subject to any applicable listings requirements of such stock exchange to the extent applicable. [17] 18. Transfer of Securities Except for the restrictions and requirements of the Banks Act in relation to the holding of Securities in a Controlling Company, there is no restriction on the transfer of Securities listed on the JSE, unless the terms of any class of Securities provide for a restriction on transfer of such Securities and the JSE has approved such restriction. The terms of Unlisted Securities may restrict their transferability. The transferor of any Security shall be deemed to remain the Security Holder of such Share until the name of the transferee is entered in the Securities Register. The Securities Register in respect of certificated and Uncertificated Securities and trading in Securities shall, in respect of the Securities listed on the JSE Exchange, be subject to the Listings Requirements regulating trading on the JSE Exchange and, in respect of Uncertificated Securities, corporate actions and any related rules of the relevant Central Securities Depository. [18] 19. Transmission of Securities by Operation of Law Provision is made for transmission of Securities by Law. [19] 20. Financial year The financial year end of the Company is 31 December. [20] 21. Accounting Records and Financial Statements The Company shall maintain the necessary Accounting Records which shall be accessible from its Registered Office. [21.1] Unless a deviation is specifically authorised by the Banks Act or the Registrar of Banks, the annual Financial Statements of the Company shall be prepared in accordance with the requirements of the Banks Act. [21.2] Subject to the aforegoing, the Company shall prepare its Financial Statements in accordance with the International Financial Reporting Standards and shall have its annual Financial Statements audited. [21.3] The Company shall notify the Securities Holders and the holders of Beneficial Interests of the publication of the annual Financial Statements of the Company, setting out the steps required to obtain a copy thereof. [21.6] 14

17 Theme or clause Contents of new MOI 22. Audit Committee and Auditor The Board shall appoint at least 3 of its members to form and serve on an Audit Committee, which members must comply with the requirements of the Banks Act and the Companies Act. [ ] The Audit Committee shall have the functions and duties as set out under the Banks Act, read together with the Companies Act and Regulations (including to nominate an auditor for appointment by the Company). [22.5] The Company shall appoint an Auditor at its Annual General Meeting. The Auditor has the rights as set out in the Companies Act. [22.12] The Auditor of the Company shall be subject to the approval of the Registrar of Banks and appointed for such period and on such conditions as may be prescribed as provided for in terms of the Banks Act. [22.13] 23. Shareholders Meetings and Round Robin Resolutions The Company shall convene an Annual General Meeting once in every calendar year. [23.1] All Shareholders Meetings that are called for in terms of the Listings Requirements must be held in person and may not be held by means of a Round Robin Resolution. [23.3] The Board may, whenever it thinks fit, convene a Shareholders Meeting. Security Holders with at least 10% of the Voting Rights entitled to be exercised in relation to the matter proposed to be considered at the Shareholders Meeting may requisition a Shareholders Meeting. [23.7] All Shareholders Meetings shall be convened in accordance with the Companies Act and the Listings Requirements and on at least 15 Business Days notice (or less notice if every Person who is entitled to exercise Voting Rights in respect of any item on the agenda is Present and votes to waive the minimum notice). [23.11] The Company shall only permit Securities to be voted upon by the holder of a Beneficial Interest (who is not registered as a Security Holder), if such holder of the Beneficial Interest, has satisfied the secretary or chairperson by providing reasonable evidence that it holds a Beneficial Interest in such Securities and that such Beneficial Interest includes the right to exercise the Voting Rights attached to such Securities; is reflected as Beneficial Interest holder in the Company s register and such Beneficial Interest includes the right to exercise the Voting Rights attached to such Securities; or such person has been appointed as the registered Securities Holder s proxy (or representative in the case of a Juristic Person). [23.18] The quorum for commencement of a Shareholders Meeting (or for a matter to be decided at a Shareholders Meeting) is sufficient Persons Present to exercise, in aggregate, at least 25% of all of the Voting Rights that are entitled to be exercised in respect of at least 1 matter to be decided at the Shareholders Meeting (or in respect of that matter) and: if it has more than 2 Persons entitled to vote, then at least 3 Persons entitled to vote are Present; and if the Company is a subsidiary those constituting the quorum must include its Holding Company. [23.20 & 23.21] Every resolution of Shareholders is either an Ordinary Resolution or a Special Resolution. Except to the extent expressly provided in respect of a particular matter contemplated in this MOI: an Ordinary Resolution shall require to be adopted with the support of more than 50%; and a Special Resolution shall require to be adopted with the support of at least 75%, 15

18 Theme or clause Contents of new MOI of the Voting Rights exercised on the resolution. If any of the Listings Requirements require an Ordinary Resolution to be passed with a 75% majority, the resolution shall instead be required to be passed by a Special Resolution. [23.35] Subject to any restrictions attaching to any class or classes of Securities which are not Ordinary Shares: on a show of hands: a Person entitled to vote that is Present at the Shareholders Meeting shall have only 1 vote, irrespective of the number of Securities it holds or represents; and a proxy shall, irrespective of the number of Security Holders entitled to vote which he represents, have only 1 vote on a show of hands; and on a poll: every Person entitled to vote who is Present shall have the number of votes determined in accordance with the Voting Rights associated with the Securities in question; and a Shareholder, holding par value Shares, who is Present shall be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the Shares held by it bears to the aggregate amount of the nominal value of all the Shares with a par value issued by the Company and carrying the right to vote (and if no par value Shares are no longer prohibited by the Banks Act, each no par value Share entitles the Shareholder thereof which is Present to 1 vote), provided that (for as long as the Securities of the Company are listed on the JSE Exchange) the total Voting Rights of the Security Holders of all Securities, other than Ordinary Shares and BEE Shares may not exceed 24.99% of the total Voting Rights of all Persons entitled to vote at such a Shareholders Meeting. If a resolution is proposed to meet the Listings Requirements, the votes attaching to unlisted Securities shall not be taken into account for the purposes of determining whether or not the Listings Requirements have been met, and the resolution shall only be passed if the Listings Requirements are complied with. [23.36] 24. Record Date Provision is made for the determination of Record Dates for corporate actions. [24] 25. Election of Directors and Alternate Directors and Vacancies The minimum number of Directors is 5 and the maximum is 25. Any failure to have the minimum number of Directors does not limit or negate the authority of the Board, or invalidate anything done by the Board or the Company. [25.2] One-third of all Directors shall retire from office by rotation at each Annual General Meeting. The Directors so to retire shall firstly be vacancy appointments and, thereafter, those who have been longest in office since their last election. [25.3] Retiring Directors shall be eligible for re-election. [25.4] Each of the Directors and the Alternate Directors shall be elected by Shareholders, provided that the Board shall be entitled to fill a vacancy on the Board (which vacancy appointment shall retire at the next Annual General Meeting). An Alternate Director shall serve in the place of 1 or more Director(s) named in the resolution electing him during the Director s(s ) absence or inability to act as Director. [25.8] 16