This circular is important and requires your immediate attention The definitions and interpretations commencing on page 4 of this circular apply, mutatis mutandis, throughout this document including this cover page. This circular is important and should be read in its entirety with particular attention to the section entitled Action required by ADvTECH shareholders, which commences on page 2. If you are in any doubt as to the action that you should take, please consult your CSDP, broker, banker, legal advisor, accountant or other professional advisor immediately. If you have disposed of all of your ADvTECH ordinary shares, this circular should be forwarded to the purchaser to whom, or the CSDP, broker, banker or agent through whom you disposed of such shares. (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 ( ADvTECH or the Company ) CIRCULAR TO ADvTECH SHAREHOLDERS relating to: the amendment of ADvTECH s MOI to increase the Company s authorised share capital to 1,000,000,000 (one billion) ADvTECH ordinary shares of no par value; the placing of up to 90,000,000 (ninety million) authorised but unissued ADvTECH ordinary shares under the control of the Directors for purposes of the proposed rights offer and incorporating: a notice of general meeting of ADvTECH shareholders; an application form for electronic participation (white); and a form of proxy (yellow) (for use by certificated shareholders and dematerialised shareholders with own name registration only). The Directors whose names appear on page 6 of this circular, collectively and individually accept full responsibility for the accuracy of the information given in this circular and certify that, to the best of their knowledge, there are no facts, the omission of which would make any statement in this circular false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this circular contains all information required by South African law and by the Listings Requirements. Absa Bank Limited (acting through its Corporate and Investment Banking Division), which is regulated in terms of the Listings Requirements, is acting for ADvTECH and no one else in relation to the preparation of this circular and will not be responsible to anyone other than ADvTECH and the JSE in relation to the preparation of this circular. Financial advisor and transaction sponsor Legal advisor Sponsor Date of issue: 11 September 2015 This circular is available in English only. Copies may be obtained during normal business hours from the registered office of ADvTECH and the transfer secretaries whose addresses are set out in the Corporate Information and Advisors section of this circular. These documents will be available from 11 September 2015 until 13 October 2015, both days inclusive. The circular will also be available in electronic form from the Company s website (www.advtech.co.za) from 11 September 2015.
CORPORATE INFORMATION AND ADVISORS Company secretary and registered office Sandra Saunders BA LLB (Wits) Dip Corp Gov (RAU) Admitted attorney ADvTECH House Inanda Greens Office Park 54 Wierda Road West Wierda Valley, Sandton, 2196 (PO Box 2369, Randburg, 2125) Financial advisor and transaction sponsor Absa Bank Limited (acting through its Corporate and Investment Banking Division) Registration number 1986/004794/06 15 Alice Lane Sandton, 2196 (Private Bag X10056, Sandton, 2146) Legal advisor Cliffe Dekker Hofmeyr Inc. Registration number 2008/018923/21 1 Protea Place Sandown, 2196 (Private Bag X40, Benmore, 2010) Transfer secretaries Link Market Services South Africa Proprietary Limited Registration number 2000/007239/07 13 th Floor, Rennie House, 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) Telephone: +27 11 713 0800 e-mail: meetfax@linkmarketservices.co.za Sponsor Bridge Capital Advisors Proprietary Limited Registration number 1998/016301/07 2 nd Floor, 27 Fricker Road Illovo Boulevard Illovo, 2196 (PO Box 651010, Benmore, 2010) Date of incorporation 26 February 1991 Place of incorporation South Africa Website www.advtech.co.za
TABLE OF CONTENTS The definitions and interpretations commencing on page 4 of this circular apply, mutatis mutandis, throughout this table of contents. Page CORPORATE INFORMATION AND ADVISORS Inside front cover ACTION REQUIRED BY ADvTECH SHAREHOLDERS 2 SALIENT DATES AND TIMES 3 DEFINITIONS AND INTERPRETATIONS 4 CIRCULAR TO ADvTECH SHAREHOLDERS 1. Introduction 6 2. Rationale for the rights offer 6 3. Purpose of this circular 7 4. General meeting 7 5. Share capital of ADvTECH 7 6. Consents 8 7. Opinions and recommendations 8 8. Directors responsibility statement 8 9. Documents available for inspection 8 NOTICE OF GENERAL MEETING 9 APPLICATION FORM FOR ELECTRONIC PARTICIPATION 13 FORM OF PROXY 15 CIRCULAR TO ADv TECH SHAREHOLDERS 1
ACTION REQUIRED BY ADvTECH SHAREHOLDERS The definitions and interpretations commencing on page 4 of this circular apply, mutatis mutandis, to this section on actions required. If you are in any doubt as to the action that you should take, please consult your CSDP, broker, banker, legal advisor, accountant or other professional advisor immediately. If you have disposed of all of your ordinary shares in ADvTECH, this circular should be forwarded to the purchaser to whom, or the CSDP, broker, banker or other agent through whom you disposed of such shares. 1. ACTION REQUIRED REGARDING THE GENERAL MEETING A general meeting of ADvTECH shareholders will be held at 10:00 on Tuesday, 13 October 2015 at the Fairlawns Boutique Hotel, Alma Road, Sandton, Johannesburg to consider and, if deemed fit, pass the resolutions proposed. A notice convening the general meeting is attached to and forms part of this circular. Please take careful note of the following provisions regarding the actions required by certificated and dematerialised shareholders regarding the general meeting. 1.1 If you are a certificated shareholder or if you have dematerialised your ADvTECH ordinary shares with own name registration: 1.1.1 You may attend the general meeting in person and may speak and vote at the general meeting. 1.1.2 Alternatively, if you are unable to attend the general meeting, you may appoint a proxy to represent you at the general meeting by completing the attached form of proxy (yellow) for the general meeting in accordance with the instructions it contains and returning it to the transfer secretaries to be received by no later than 10:00 on Friday, 9 October 2015. 1.1.3 You are encouraged to complete the form of proxy (yellow) attached to this circular if you do not intend to attend the general meeting in person. 1.2 If you have dematerialised your ADvTECH ordinary shares other than with own name registration: 1.2.1 Your CSDP or broker should contact you in the manner stipulated in the agreement concluded between you and your CSDP or broker to ascertain how you wish to cast your votes at the general meeting and thereafter to cast your votes in accordance with your instructions. If you have not been contacted, it would be advisable for you to contact your CSDP or broker and furnish it with your voting instructions. 1.2.2 If your CSDP or broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the agreement concluded between you and your CSDP or broker. 1.2.3 You must not complete the attached form of proxy (yellow) for the general meeting. 1.2.4 If you wish to attend the general meeting, you must advise your CSDP or broker in accordance with the agreement concluded between you and your CSDP or broker, and your CSDP or broker will issue the necessary letter of representation to you to attend the general meeting. ADvTECH does not accept any responsibility and will not be held liable for any failure on the part of the CSDP or broker (as the case may be) of a dematerialised shareholder to notify such dematerialised shareholder of the general meeting or of the matters set out in this circular. 2
SALIENT DATES AND TIMES 2015 Record date to be entitled to receive the circular incorporating the notice of general meeting Circular and notice of general meeting posted to ADvTECH shareholders Last day to trade in ADvTECH shares in order to be eligible to vote at the general meeting Record date to be entitled to participate in and vote at the general meeting Last day to lodge forms of proxy for the general meeting by 10:00 General meeting of shareholders to be held at 10:00 Results of the general meeting released on SENS Special resolution to approve the increase in authorised share capital registered with CIPC by Friday, 4 September Friday, 11 September Friday, 25 September Friday, 2 October Friday, 9 October Tuesday, 13 October Tuesday, 13 October Monday, 2 November Notes 1. The definitions and interpretations commencing on page 4 of this circular apply, mutatis mutandis, to these salient dates and times. 2. All times shown in this circular are South African local times. 3. These dates and times are subject to change. Any material changes will be released on SENS. 4. ADvTECH shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five business days after such trade. Therefore persons who acquire ADvTECH ordinary shares after the last day to trade will not be eligible to vote at the general meeting. 5. If a form of proxy is not received by the transfer secretaries by the time and date shown above or not less than 48 hours before recommencement of any adjourned or postponed meeting, it may be handed to the Chairman of the general meeting immediately prior to the commencement or recommencement of the general meeting. CIRCULAR TO ADv TECH SHAREHOLDERS 3
DEFINITIONS AND INTERPRETATIONS Throughout this circular and the annexures hereto, unless otherwise stated or the context otherwise indicates, the words and expressions in the first column shall have the meanings stated opposite them in the second column and words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include corporations and associations of persons and vice versa and any reference to one gender shall include the other genders: ADvTECH or the Company ADvTECH Group ADvTECH ordinary shares or shares ADvTECH shareholders or shareholders Board or Directors business day certificated shareholders certificated shares CIPC circular common monetary area Companies Act CSDP dematerialisation dematerialised shareholders dematerialised shares documents of title ADvTECH Limited (Registration number 1990/001119/06), a public company incorporated in South Africa, the shares of which are listed on the JSE; ADvTECH and all its subsidiary companies; ADvTECH ordinary shares of no par value; all certificated shareholders and dematerialised shareholders; the Board of directors of ADvTECH as at the last practicable date; any day, other than a Saturday, Sunday or gazetted public holiday in South Africa; all registered holders of certificated shares in ADvTECH; shares which have not yet been dematerialised, title to which is represented by a document of title; the Companies and Intellectual Property Commission, established in terms of Section 185 of the Companies Act; this bound document, dated 11 September 2015, incorporating the notice of general meeting, the application form for electronic participation and the form of proxy; South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho; Companies Act, 2008 (Act 71 of 2008), as amended; a Central Securities Depository Participant defined as a participant in Section 1 of the Financial Markets Act and appointed by individual ADvTECH shareholders for purposes of, and in regard to, dematerialisation of documents of title for the purpose of incorporation into Strate; the process whereby physical documents of title are dematerialised into an electronic record (and reflected on an electronic share register) for the purposes of the electronic clearing and settlement system operated by Strate; all registered holders of dematerialised shares in ADvTECH; shares which have been dematerialised and which are no longer evidenced by documents of title but by electronic records; share certificates, certified transfer deeds, balance receipts or any other documents of title to certificated shares, acceptable to ADvTECH; exchange control regulations the Exchange Control Regulations of 1961, as amended, issued in terms of Section 9 of the Currency and Exchange Act, 1933 (Act 9 of 1933), as amended; Financial Markets Act general meeting JSE Financial Markets Act, 2012 (Act 19 of 2012), as amended; the general meeting of ADvTECH shareholders to be held at 10:00 on Tuesday, 13 October 2015 at the Fairlawns Boutique Hotel, Alma Road, Sandton, Johannesburg; JSE Limited (Registration number 2005/022939/06), a public company incorporated in South Africa, which owns and operates the securities exchange licensed under the Financial Markets Act; last practicable date the last practicable date prior to finalisation of this circular being 25 August 2015; 4
Listings Requirements MOI own name dematerialised shareholders R or Rand rights offer SENS South Africa Strate subsidiary transfer secretaries the Listings Requirements of the JSE in force as at the last practicable date; the Memorandum of Incorporation of ADvTECH; dematerialised shareholders in ADvTECH who have instructed their CSDP or broker to register their dematerialised shares in their own name in the sub-register maintained by the CSDP or broker; South African rand, the official currency of South Africa; the proposed rights offer to raise up to R850 million; the Stock Exchange News Service of the JSE; the Republic of South Africa; Strate Proprietary Limited (Registration number 1998/022242/06), a private company incorporated in accordance with the laws of South Africa and a registered Central Securities Depository responsible for the electronic custody and settlement system used by the JSE; a subsidiary as defined in the Companies Act; and Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07), a private company incorporated in accordance with the laws of South Africa, being the transfer secretaries of ADvTECH. CIRCULAR TO ADv TECH SHAREHOLDERS 5
(Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 ( ADvTECH or the Company ) Chief Executive Officer Frank Thompson (Interim CEO) Executive Director Didier Oesch (Group Financial Director) Independent Non-Executive Directors Christopher Boulle (Chairman) Brenda Gourley Jonathan Jansen Stafford Masie Keith Warburton Shirley Zinn CIRCULAR TO ADvTECH SHAREHOLDERS 1. INTRODUCTION 1.1 ADvTECH shareholders are referred to the announcement released on SENS on Monday, 7 September 2015 in which the Company declared its intention to undertake a renounceable rights offer to raise up to R850 million. 1.2 ADvTECH shareholders were further advised that in order to implement the rights offer, the Company is required to obtain shareholder approval to increase its authorised but unissued share capital and to place sufficient unissued shares under the control of the Board to undertake the rights offer. 1.3 The terms of the rights offer have not been finalised and announcements will be released on SENS and published in the South African press in due course setting out the terms of the rights offer, including the rights offer price, the final number of ADvTECH ordinary shares being offered and the ratio of entitlement. A circular containing full details of the rights offer will also be posted to ADvTECH shareholders in due course. 2. RATIONALE FOR THE RIGHTS OFFER Central to the Board s strategy are the sustained and consistent growth of operations both locally and in sub-saharan Africa and development of the present project pipeline. The acquisition of the Gaborone International School in Botswana concluded earlier this year signalled the Company s intent to pursue growth opportunities outside South Africa, while implementation of the acquisitions of the Centurus and Maravest Schools groups alongside organic growth initiatives have materially increased ADvTECH s schools footprint within the country. The Tertiary division has resumed an accelerating growth strategy and is developing new organic and acquisitive investment opportunities in this sector. As a result of ADvTECH s standard working capital cycle and seasonal cash variations, ADvTECH s borrowings are expected to increase from R1.7 billion to ca. R1.9 billion by calendar year end, assuming the addition of no new projects beyond the previously announced R3.0 billion rolling capital expansion programme ( the announced programme ). Current ADvTECH Group debt facilities total ca. R1.8 billion consisting of a Bridge Facility, a Revolving Credit Facility ( RCF ) and an Overdraft Facility. 6
The R350 million RCF has been fully drawn to fund capital work in progress. The RCF is complemented by an overdraft facility with a current limit of R122 million. The Bridge Facility of R1 350 million has been fully utilised for capital expenditure and recent acquisitions. Covenants in place allow for indebtedness of R1.9 billion, leaving limited headroom to pursue incremental growth opportunities above and beyond the announced programme. At present management has identified near-term organic and acquisitive-led investment opportunities totalling almost R1.0 billion that are over and above the board-approved projects already recorded. Aside from creating a flexible capital structure that will enable the Company to pursue accelerated growth opportunities most efficiently, the Board believes it necessary to refinance existing facilities so as to reflect more accurately the seasonality of its funding requirements, improve the match between the nature of investment and the sources of capital, and lower its overall cost of capital. With this in mind, and having reviewed in detail its financing options, the Board has decided to pursue a capital increase by way of a rights offer of up to R850 million and will approach shareholders to secure the requisite approvals in order to proceed. Funds raised will be used to reduce to some extent and restructure current indebtedness, fund capital projects and planned acquisitions and ensure that ADvTECH is adequately positioned to execute on further growth opportunities identified from evaluation of the growing deal flow available at present. 3. PURPOSE OF THIS CIRCULAR 3.1 In order to give effect to the rights offer, the Company requires the approval of the ADvTECH shareholders to: 3.1.1 increase the current authorised share capital from 500,000,000 (five hundred million) ordinary shares of no par value to 1,000,000,000 (one billion) ordinary shares of no par value by the creation of 500,000,000 (five hundred million) additional ADvTECH ordinary shares; 3.1.2 amend the Company s MOI to reflect the increase in the authorised share capital of the Company pursuant to paragraph 3.1.1 above. The JSE has approved the amendment to ADvTECH s share capital subject to such increase and amendments being filed with CIPC; and 3.1.3 place up to 90,000,000 (ninety million) of the authorised but unissued shares under the control of the Board for purposes of the rights offer. This authority will remain valid until ADvTECH s next Annual General Meeting. 3.2 The purpose of this circular is to: 3.2.1 provide ADvTECH shareholders with information to enable them to make an informed decision as to whether or not they should vote in favour of the resolutions contained in the notice of general meeting which is attached to and forms part of this circular; and 3.2.2 convene the general meeting in order for ADvTECH shareholders to consider and determine whether or not to vote in favour of the resolutions to be proposed at such general meeting. 4. GENERAL MEETING 4.1 A notice of general meeting of ADvTECH shareholders is attached to and forms part of this circular. The general meeting is convened to be held at 10:00 on Tuesday, 13 October 2015 at the Fairlawns Boutique Hotel, Alma Road, Sandton, Johannesburg to consider and, if deemed fit, pass the resolutions contained therein. 4.2 ADvTECH shareholders are referred to the section entitled Action required by ADvTECH shareholders commencing on page 2 of this circular for the action required in respect of the general meeting. 5. SHARE CAPITAL OF ADvTECH The authorised and issued share capital of ADvTECH, before and after the increase in the authorised share capital, is set out below: Before the increase in authorised share capital Authorised share capital 500,000,000 ADvTECH ordinary shares of no par value Issued share capital 455,203,761 ADvTECH ordinary shares of no par value CIRCULAR TO ADv TECH SHAREHOLDERS 7
After the increase in authorised share capital but before the rights offer Authorised share capital 1,000,000,000 ADvTECH ordinary shares of no par value Issued share capital 455,203,761 ADvTECH ordinary shares of no par value There are no treasury shares held by the ADvTECH Group. 6. CONSENTS Each of the advisors, whose names appear in the Corporate Information and Advisors section of this circular have consented and have not, prior to the last practicable date, withdrawn their written consent to the inclusion of their names in the form and context in which they appear in this circular. 7. OPINIONS AND RECOMMENDATIONS The Board has considered the proposed resolutions and is of the opinion that the terms and conditions thereof are fair to ADvTECH shareholders. The Board accordingly recommends that ADvTECH shareholders vote in favour of all the resolutions as tabled in the notice of general meeting which is attached to and forms part of this circular and advise that, in respect of their own shareholdings in ADvTECH, they intend to vote in favour of all the resolutions contained in such notice. 8. DIRECTORS RESPONSIBILITY STATEMENT The Directors whose names appear on page 6 of this circular, collectively and individually accept full responsibility for the accuracy of the information given in this circular and certify that, to the best of their knowledge and belief, there are no material facts, the omission of which would make any statement in this circular false or misleading and that they have made all reasonable inquiries to ascertain such facts and that this circular contains all information required by South African law and by the Listings Requirements. 9. DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection at the registered office of ADvTECH during normal office hours from 11 September 2015 up to and including the date of the general meeting: the MOI of ADvTECH and its subsidiaries; the annual financial statements of ADvTECH for the three financial years ended 31 December 2014; ADvTECH s unaudited results for the six months ended 30 June 2015; the consent letters of the advisors referred in paragraph 6 above; and a signed copy of this circular. For and on behalf of ADvTECH Limited Johannesburg 11 September 2015 8
(Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 ( ADvTECH or the Company ) NOTICE OF GENERAL MEETING Notice is hereby given that a general meeting of the ordinary shareholders of ADvTECH will be held at the Fairlawns Boutique Hotel, Alma Road, Sandton, Johannesburg on Tuesday, 13 October 2015, at 10:00 to consider and, if deemed fit, pass, with or without modification, the following resolutions in the manner required by the Companies Act. Terms defined in the circular to which this notice of general meeting is attached shall, unless the context indicates otherwise, have the same meaning ascribed to them in these resolutions as those ascribed to them in the circular. To ensure that the registration procedures are completed by 10:00, please register for the general meeting from 09:00. Please note that section 63(1) of the Companies Act requires that meeting participants (including proxies) must provide reasonably satisfactory identification before being entitled to attend or participate in the general meeting. Forms of identification include valid identity documents, drivers licences and passports. The Company intends to make provision for shareholders of the Company to participate in the general meeting by electronic communication. Please see the details for this set out in paragraph 5.2 below. The Board has determined that the record date for the purpose of determining which ADvTECH shareholders are entitled to receive notice of the general meeting is Friday, 4 September 2015 and the record date for purposes of determining which ADvTECH shareholders are entitled to participate in the general meeting is Friday, 2 October 2015. Accordingly, the last day to trade in order to be eligible to participate in the general meeting is Friday, 25 September 2015. 1. SPECIAL RESOLUTION NUMBER 1 INCREASE OF AUTHORISED SHARE CAPITAL RESOLVED THAT, as a special resolution, the authorised share capital of the Company comprising 500,000,000 (five hundred million) ADvTECH ordinary shares of no par value be increased by the creation of a further 500,000,000 (five hundred million) ADvTECH ordinary shares of no par value, such that, pursuant to such increase, the authorised share capital of the Company shall comprise 1,000,000,000 (one billion) ADvTECH ordinary shares of no par value. Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised. Reason for and effect of special resolution number 1 The reason for special resolution number 1 is to increase the number of ADvTECH ordinary shares in the authorised share capital of the Company in order to create sufficient authorised ADvTECH ordinary shares in the authorised share capital of the Company for the purpose of implementing the rights offer. 2. SPECIAL RESOLUTION NUMBER 2 AMENDMENTS TO THE MOI RESOLVED THAT, subject to the approval of special resolution number 1, schedule 1 of the Memorandum of Incorporation of the Company be amended by the replacement of the number and words 500,000,000 (five hundred million) ordinary no par value shares with the number and words 1,000,000,000 (one billion) ordinary no par value shares. Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised. Reason for and effect of special resolution number 2 The reason for special resolution number 2 is to obtain approval from the shareholders of the Company for the amendment to the MOI of the Company to give effect to the change in authorised share capital recorded in special resolution number 1 above. CIRCULAR TO ADv TECH SHAREHOLDERS 9
3. ORDINARY RESOLUTION NUMBER 1 PLACING OF SHARES UNDER THE CONTROL OF THE DIRECTORS RESOLVED THAT, subject to the passing of special resolutions number 1 and 2, up to 90,000,000 (ninety million) authorised but unissued ADvTECH ordinary shares of no par value be placed under the control and authority of the Directors who are authorised (subject to provisions of the Companies Act, the MOI and the Listings Requirements) until ADvTECH s next Annual General Meeting to allot or issue any such shares at their discretion for purposes of the rights offer. Percentage of voting rights required to pass this resolution: 50% plus one vote of the voting rights exercised. Reason for and effect of ordinary resolution number 1 The reason for ordinary resolution number 1 is to obtain approval from the shareholders of the Company placing sufficient ADvTECH shares under the control of the Directors to implement the rights offer. 4. ORDINARY RESOLUTION NUMBER 2 DIRECTORS AUTHORITY TO IMPLEMENT RESOLUTIONS RESOLVED THAT, as an ordinary resolution, each and every director of the Company be and is hereby authorised to do all such things and sign all such documents as may be necessary for or incidental to the implementation of the resolutions passed at this general meeting. Percentage of voting rights required to pass this resolution: 50% plus one vote of the voting rights exercised. Reason for and effect of ordinary resolution number 2 The reason for ordinary resolution number 2 is to provide the directors with the necessary authority to do all things necessary to act under or implement the decisions and resolutions passed at this general meeting. 5. GENERAL INFORMATION 5.1 Voting and proxies All shareholders of the Company are entitled to attend and speak at the general meeting or any adjournment thereof. All holders of ADvTECH ordinary shares will be entitled to vote on each resolution at the general meeting or any adjournment thereof. A shareholder entitled to attend and vote at the general meeting is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, participate in and vote at the general meeting in the place of the shareholder. The attached form of proxy (yellow) is only to be completed by those shareholders who: hold shares in certificated form; or are recorded on the sub-register in dematerialised electronic form with own-name registration. All other beneficial owners who have dematerialised their shares through a CSDP or broker and wish to attend the general meeting, must instruct their CSDP or broker to provide them with the necessary letter of representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. These shareholders must not use a form of proxy. It is requested that the Company receives completed forms of proxy by no later than 10:00 on Friday, 9 October 2015 at the office of the Company s transfer secretaries, Link Market Services South Africa Proprietary Limited. The address of Link Market Services South Africa Proprietary Limited is: 13 th Floor or PO Box 4844 Rennie House Johannesburg 19 Ameshoff Street 2000 Braamfontein 2001 Any forms of proxy not lodged by this time may be handed to the Chairman of the general meeting, immediately prior to the commencement of the general meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and (in the case of holders of ADvTECH ordinary shares) vote in person at the general meeting should the shareholder decide to do so. A summary of the shareholders rights in respect of proxy appointments as contained in Section 58 of the Companies Act is set out on the attached form of proxy (yellow). 10
5.2 Electronic participation in the general meeting Please note that the Company intends to make provision for shareholders of the Company, or their proxies, to participate in the general meeting by way of electronic communication. In this regard, shareholders or their duly appointed proxy(ies) who wish to participate at the general meeting via electronic communication ( Participants ) must apply to the Company s transfer secretaries (whose address is set out in paragraph 5.1 above and on the attached application form (white)) using such form. The application form must be received by the Company s transfer secretaries by no later than 10:00 on Friday, 9 October 2015. Participants are advised that they will not be able to vote during the general meeting. Such Participants (if they are holders of or representatives of holders of ADvTECH ordinary shares), should they wish to have their vote counted at the general meeting, must act in accordance with the general instructions contained in paragraph 5.1 above regarding voting and proxies. Shareholders must take note of the following: a limited number of telecommunication lines will be available; in order for the electronic notice to be valid it must contain: if the shareholder is an individual, a certified copy of his/her identity document or passport; if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity document/s or passport/s of the person/s who passed the relevant resolution. The relevant resolution must set out which individual from the relevant entity is authorised to represent the relevant entity at the meeting via electronic communication; a valid email address or mobile number ( the contact address/number ). the Company will use its reasonable endeavours to contact each Participant prior to the commencement of the general meeting via email or SMS/text message utilising the contact address/number and providing Participants with the relevant details through which the Participant may participate via electronic communication; the Company reserves the right not to provide for electronic participation at the meeting in the event that it proves not practical to do so; and the cost of the electronic communication facilities will be borne by the Participant so accessing the electronic participation. By order of the Board ADvTECH Limited Sandra Saunders Group company secretary 11 September 2015 Registered office and postal address ADvTECH House Inanda Greens Office Park 54 Wierda Road West Wierda Valley, Sandton, 2196 (PO Box 2369, Randburg, 2125) Telephone: +27 11 676 8000 e-mail: groupsec@advtech.co.za Transfer secretaries Link Market Services South Africa Proprietary Limited 13 th Floor, Rennie House, 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) Telephone: +27 11 713 0800 e-mail: info@linkmarketservices.co.za CIRCULAR TO ADv TECH SHAREHOLDERS 11
12
(Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 ( ADvTECH or the Company ) APPLICATION FORM: ELECTRONIC PARTICIPATION To be returned to the transfer secretaries, Link Market Services South Africa Proprietary Limited, 13 th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) or via electronic mail to meetfax@linkmarketservices.co.za or via facsimile to fax number 086 674 3330 as soon as possible and no later than 10:00 on Friday, 9 October 2015. Full name of shareholder: If corporate registration number of shareholder: If corporate name of individual authorised to represent the corporate: Identity number of individual shareholder or individual representative of a corporate: Email address: Mobile number: Telephone number (including dialling code within SA): Name of CSDP or broker (if shares are in dematerialised form): Contact number of CSDP/broker: Documents to be attached to this application form: Proxies of shareholders may participate in the general meeting to be held at 10:00 on Tuesday, 13 October 2015 via electronic communication on the terms herein provided that completed form of proxy (yellow) have been lodged in accordance with the instructions contained in the notice of general meeting and such completed proxy form is also attached to this application form. Documentary evidence establishing the authority of a person who is to participate in the general meeting on behalf of a shareholder in a representative or other legal capacity (such as a power of attorney or other written authority) must be attached to this application form. CSDPs or brokers registered in the Company s sub-register participating on instructions from beneficial owners of shares registered in the Company s sub-register are requested that they identify the beneficial owner in the sub-register on whose behalf they are participating and attach a copy of the instructions from such owner to this application form. Holders of dematerialised shares wishing to participate in the general meeting must inform their CSDP or broker of such intention and request their CSDP or broker to issue them with the necessary letters of representation to attend, which authorisation must be attached to this application form. A copy of the identity document of the individual shareholder or individual representative or proxy of a shareholder must be attached to this application form. Terms and conditions for participation: The cost of the electronic communication facilities will be borne by the Participant so accessing the electronic participation. The Participant indemnifies the Company against any loss, injury, damage, penalty or claim arising in any way from the use of the telecommunication lines to participate in the general meeting or any interruption in the ability of the shareholder or Participant to participate in the general meeting by electronic communication whether or not the problem is caused by any act or omission on the part of the Participant or anyone else, including the Company. Shareholders who wish to participate in the general meeting by dialling in must note that they will not be able to vote during the general meeting. Such shareholders (if they are holders of ADvTECH ordinary shares), should they wish to have their vote counted at the general meeting, must act in accordance with the general instructions contained in the notice of general meeting by: completing and lodging the form of proxy (yellow); or contacting their CSDP. The application form will only be considered if the application form has been completed in full and signed by the shareholder/proxy, although the Company shall be entitled, at its sole and absolute discretion, to accept any incomplete forms. Signed at on 2015 Signature Assisted by (where applicable) CIRCULAR TO ADv TECH SHAREHOLDERS 13
14
(Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 ( ADvTECH or the Company ) FORM OF PROXY For use by certificated shareholders and dematerialised shareholders who have own name registration of securities at the general meeting of ADvTECH shareholders to be held at 10:00 on Tuesday, 13 October 2015 at the Fairlawns Boutique Hotel, Alma Road, Sandton, Johannesburg. I/we (please print full names in block letters) of (address in block letters) Telephone Work ( ) Telephone Home ( ) Mobile number hereby appoint (see note 2) 1. or failing him/her, 2. or failing him/her, the Chairman of the general meeting, as my/our proxy to act for me/us at the general meeting and at each adjournment or postponement of the meeting in respect of all, or, if not all, the following lesser number, of the ADvTECH ordinary shares registered in my/our name/s, (see note 3 and 4): My/Our proxy is instructed to vote for and/or against the following resolutions, with or without modification, and/or abstain from voting in respect of the above number of ADvTECH ordinary shares as follows (indicate with a cross): Special resolution 1 Increase of authorised share capital Special resolution 2 Amendments to the Memorandum of Incorporation Ordinary resolution 1 Placing of shares under the control of Directors Ordinary resolution 2 Directors authority to implement resolutions For Against Abstain (Tick whichever is applicable. If no directions are given, the proxy will be entitled to vote or to abstain from voting, as that proxy deems fit.) Signed at (place) on this day of 2015 Signature Assisted by (where applicable) Each shareholder is entitled to appoint one or more proxies (who need not be shareholder/s of the Company) to attend, participate in and, where such shareholder is an ADvTECH shareholder, vote in place of that shareholder at the general meeting. PLEASE READ THE NOTES ON THE REVERSE SIDE OF THIS FORM OF PROXY. CIRCULAR TO ADv TECH SHAREHOLDERS 15
NOTES Instructions on who may use this proxy form: This proxy form is for use: in respect of the general meeting of the Company to be held at 10:00 on Tuesday, 13 October 2015 at the Fairlawns Boutique Hotel, Alma Road, Sandton, Johannesburg; and only by ADvTECH shareholders holding certificated shares and shareholders who have dematerialised their shares and who have elected own-name registration. ADvTECH shareholders who have already dematerialised their shares through a Central Securities Depository Participant ( CSDP ) or broker must not complete this form of proxy and must provide their CSDP or broker with their voting instructions, except for shareholders who have elected own-name registration in the sub-register through a CSDP or broker, which shareholders must complete this form of proxy and lodge it with their CSDP or broker in terms of the custody agreement entered into between them and their CSDP or broker. Holders of dematerialised shares wishing to attend the general meeting must inform their CSDP or broker of such intention and request their CSDP or broker to issue them with the necessary authorisation to attend. Notes: 1. An ADvTECH shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder s choice in the space/s provided, with or without deleting the Chairman of the General Meeting. The person whose name stands first on this form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 2. An ADvTECH shareholder who wishes to appoint more than one proxy must complete a separate form of proxy for each proxy such shareholder wishes to appoint. Any shareholder who requires further copies of the form of proxy should contact Link Market Services South Africa Proprietary Limited. Where more than one proxy is appointed by a shareholder, each such proxy must be appointed only in respect of a specified number of all of the shares held by such shareholder in the Company and the aggregate of all such specified number of shares in respect of which proxies are appointed by such shareholder must not exceed the aggregate number of shares held by such shareholder. Where such aggregate number of shares is exceeded, any of the proxy forms causing such result may be excluded at the general meeting. 3. An ADvTECH shareholder s voting instructions to the proxy must be indicated by the insertion of the relevant number of shares in respect of which such proxy is appointed in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the general meeting as he/ she deems fit in respect of all of the shareholder s votes exercisable thereat, but subject to the following: An ADvTECH shareholder is not obliged to use all the votes exercisable by the shareholder, but the total of the votes cast by the shareholder or his/her proxy/ies and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder. 4. Documentary evidence establishing the authority of a person signing this form of proxy in a representative or other legal capacity (such as power of attorney or other written authority) must be attached to this form of proxy unless previously recorded by the company secretary or waived by the Chairperson of the general meeting if he is reasonably satisfied that the right of the representative to participate and vote has been reasonably verified. CSDPs or brokers registered in the Company s sub-register voting on instructions from beneficial owners of shares registered in the Company s sub-register are requested that they identify the beneficial owner in the sub-register on whose behalf they are voting and return a copy of the instruction from such owner to the transfer secretaries, Link Market Services South Africa Proprietary Limited, together with this form of proxy. 5. Any alteration or correction made to this proxy form must be signed by the signatory/ies, but any such alteration or correction will only be validly made if it is accepted by the Chairperson. 6. The Chairperson of the general meeting may reject or accept any form of proxy which is completed and/or submitted, other than in accordance with these instructions and notes, provided that the Chairperson is satisfied as to the manner in which a shareholder wishes to vote. 7. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the Company. 8. An appointed proxy may delegate his/her authority to act on the shareholder s behalf to another person. 9. Forms of proxy must be lodged with, or posted to the offices of, the Company s transfer secretaries, Link Market Services South Africa Proprietary Limited or faxed to meetfax@linkmarketservices.co.za, to be received by no later than 10:00 on Friday, 9 October 2015. SUMMARY OF SHAREHOLDERS RIGHTS IN RESPECT OF PROXY APPOINTMENTS AS CONTAINED IN SECTION 58 OF THE COMPANIES ACT The shareholder may appoint an individual as a proxy, including an individual who is not a shareholder of the Company, to participate in and speak and vote at the general meeting on behalf of the shareholder. The shareholder may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder. The proxy form must be dated and signed by the shareholder appointing the proxy. An appointed proxy may delegate his/her authority to act on the shareholder s behalf to another person, subject to any restrictions set out in the proxy form. The proxy form must be delivered to the transfer secretaries of the Company, namely Link Market Services South Africa Proprietary Limited, before the proxy exercises any of the shareholder s rights at the general meeting. Irrespective of the form of instrument used to appoint a proxy: the appointment of the proxy is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder; the appointment is revocable unless the proxy appointment expressly states otherwise; and if the appointment of the proxy is revocable, a shareholder may revoke the proxy appointment by: (1) cancelling it in writing or making a later inconsistent appointment of a proxy; and (2) delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy s authority to act on behalf of the relevant shareholder as of the later of: the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered to the Company and the proxy as aforesaid. If the instrument appointing a proxy or proxies has been delivered to the Company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the Company s MOI to be delivered by the Company to the shareholder must be delivered by the Company to: the shareholder; or the proxy or proxies (if the shareholder has in writing directed the Company to do so and has paid any reasonable fees charged by the Company for doing so). A proxy is entitled to exercise, or abstain from exercising, any voting rights of the shareholder without direction, except to the extent that the instrument appointing the proxy provides otherwise. The appointment of the proxy utilising the proxy form attached to the notice of general meeting remains valid only until the end of the general meeting or any adjournment or postponement thereof. Contact details of Link Market Services South Africa Proprietary Limited the Company s transfer secretaries 13 th Floor or Rennie House PO Box 4844 19 Ameshoff Street Johannesburg, 2000 Braamfontein, 2001 or meetfax@linkmarketservices.co.za 16
www.advtech.co.za ADvTECH House Inanda Greens Office Park 54 Wierda Road West Wierda Valley Sandton 2196 Tel +27 11 676 8000 www.advtech.co.za