THIS CIRCUlAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Action required If you are in any doubt as to what action to take, you should consult your CSDP, broker, banker, attorney, accountant or other professional adviser immediately. If you have disposed of all your Aveng Limited ordinary shares, please forward this document to the purchaser of such shares or the CSDP, broker, banker or other agent through whom you disposed of such shares. Full details of the action required by Aveng ordinary shareholders regarding the general meeting is set out on page 5. CIRCULAR TO AVENG SHAREHOLDERS Aveng limited (Incorporated in the Republic of South Africa) (Registration number 1944/018119/06) Share code: AEG ISIN: ZAE000111829 ( Aveng or the Company ) CIRCUlAR TO AvENG SHAREHOlDERS IN RESPECT OF: Approval of the new Memorandum of Incorporation and incorporating: a) a notice of a general meeting; and b) a form of proxy (perforated on page 9) for use by certificated shareholders and own name dematerialised shareholders only. Date of issue 8 March 2013 Sponsor This document is only available in English. Copies hereof may be obtained during normal business hours from the registered offi ce of Aveng, the offi ces of the sponsor or from the Transfer Secretaries whose addresses are set out in the Corporate Information section of this circular.
CORPORATE INFORMATION BUSINESS ADDRESS AND REGISTERED OFFICE SPONSOR 204 Rivonia Road JP Morgan Equities Limited Morningside Registration number: 1995/011815/06 Sandton, 2057 1 Fricker Road, Corner Hurlingham Road PO Box 6062 lllovo, 2196 Rivonia, 2128 South Africa South Africa Telephone +27 11 537 5333 Telephone +27 11 779 2800 Telefax +27 11 507 0770 Telefax +27 11 784 5030 REGISTRARS COMPANY REGISTRATION NUMBER Computershare Investor Services (Pty) Limited 1944/018119/06 Registration number: 2004/003647/07 70 Marshall Street, Johannesburg, 2001 COMPANY SECRETARY PO Box 61051 Michelle Nana Marshalltown, 2107 South Africa SHARE CODES Telephone +27 11 370 5000 JSE: AEG Telefax +27 11 370 5560 ISIN: ZAE 000111829 AUDITORS WEBSITE Ernst & Young Inc http://www.aveng.co.za Registration number: 2005/002308/21 Wanderers Office Park DIRECTORS 52 Corlett Drive AWB Band Chairman lllovo, 2196 PJ Erasmus Non-executive Private Bag X14 MA Hermanus Non-executive Northlands, 2116 RL Hogben Non-executive South Africa WR Jardine Executive Telephone +27 11 772 3000 MJ Kilbride Non-executive Telefax +27 11 772 4000 JJA Mashaba Executive Telefax +27 11 530 6860 T Mokgosi-Mwantembe Non-executive DG Robinson Executive MJD Ruck Non-executive MI Seedat Non-executive NL Sowazi Non-executive HJ Verster Executive PK Ward Non-executive
TABLE OF CONTENTS Page CORPORATE INFORMATION Inside cover Table of contents IMPORTANT LEGAL NOTES 2 CIRCULAR TO AVENG SHAREHOLDERS 1. Recommended Action 3 2. Rationale 3 SALIENT DATES AND TIMES 2013 4 NOTICE OF A GENERAL MEETING OF AVENG SHAREHOLDERS 5 1. Special Resolution number 1: Approval of a new Memorandum of Incorporation 5 2. Salient Features of the Memorandum of Incorporation 5 3. Resolution Approval threshold 8 4. Document available for inspection 8 5. General Notes 8 FORM OF PROXY FOR GENERAL MEETING 9 Perforated 1
IMPORTANT LEGAL NOTES The release, publication or distribution of this circular in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this circular is released, published or distributed should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This circular does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful. 2
1. Recommended Action 1.1 If you have disposed of all your Aveng Limited shares, please forward this circular to the purchaser of such shares or the broker, CSDP, banker or other agent through whom such disposal was effected. 1.2 A general meeting will take place at the registered office of Aveng, 204 Rivonia Road, Morningside, Sandton, 2196 at 10:00 on Wednesday, 17 April 2013. Shareholders will be requested to vote on the special resolution contained in the notice of the general meeting which forms part of this circular. 1.3 If you are a certificated shareholder or an own name dematerialised shareholder and are unable to attend the general meeting and wish to be represented thereat, you are required to return the attached form of proxy, duly completed in accordance with the instructions contained therein, to the Transfer Secretaries, Computershare Investor Services (Pty) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), which forms, in order to be valid, must be received by Computershare Investor Services by no later than 10:00 on Monday, 15 April 2013. 1.4 Shareholders, who have dematerialised their Aveng Limited shares through a broker or Central Securities Depository Participant (CSDP), other than own name dematerialised shareholders, wishing to attend the general meeting are required to request their broker or CSDP to provide them with the necessary letter of representation to attend the general meeting. Should dematerialised shareholders, other than own name dematerialised shareholders, wish to vote at the general meeting by proxy, they are required to provide their broker or CSDP with their voting instructions in terms of the custody agreement entered into between them and their broker or CSDP. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. 2. Rationale 2.1 The purpose of this circular is to provide shareholders with pertinent information relating to the adoption of a new Memorandum of Incorporation to replace the Company s existing Memorandum and Articles of Association. The special resolution seeking to adopt the new Memorandum of Incorporation was first proposed at the annual general meeting held on 8 November 2012. This resolution was subsequently withdrawn due to the requirement by foreign shareholders for executive directors to also be subject to the requirement that at least one-third of the directors retire at the Company s annual general meeting. In response to this request and upon recommendation of an advisory firm, Aveng has agreed to amend the proposed Memorandum of Incorporation to provide for the rotation of both executive and non-executive directors. 2.2 The amended Memorandum of Incorporation has been approved by the Johannesburg Stock Exchange (JSE) and is available for inspection at the Company s registered office, 204 Rivonia Road, Morningside, Sandton, from the date of the notice of the general meeting (i.e. 8 March 2013) until 17 April 2013. 3
SALIENT DATES AND TIMES 2013 Circular and notice of general meeting posted to shareholders Last date to trade in order to be eligible to vote at the general meeting Record date in order to vote at the general meeting Form of proxy to be lodged by no later than 10:00 General meeting to be held at 10:00 Results of the general meeting to be released on SENS Friday, 8 March Friday, 5 April Friday, 12 April Monday, 15 April Wednesday, 17 April Wednesday, 17 April Notes 1. The above dates and times are subject to amendment. Any such amendment will be released on SENS and published in the press. 2. All times indicated above are given in South African time. 3. To be valid, the completed form of proxy must be lodged with the Transfer Secretaries of the Company, Computershare Investor Services (Pty) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), South Africa, to reach the Transfer Secretaries on or before 10:00 on Monday, 15 April 2013, being at least 48 hours (excluding Saturdays and Sundays and public holidays in South Africa) before the time appointed for the holding of the general meeting. 4
Aveng limited (Incorporated in the Republic of South Africa) (Registration number 1944/018119/06) Share code: AEG ISIN: ZAE000111829 ( Aveng or the Company ) NOTICE OF A GENERAL MEETING OF AVENG SHAREHOLDERS Notice is hereby given that a general meeting of Aveng Limited shareholders will be held in the boardroom of the Company, 204 Rivonia Road, Morningside, Sandton on Wednesday, 17 April 2013 at 10:00 to consider and, if deemed fi t, pass, with or without modifi cation, the special resolution set out hereunder in the manner required by the Companies Act No 71 of 2008 (the Act ), as read with the Listings Requirements of the JSE Limited (Listings Requirements), which meeting is to be participated in and voted at by shareholders as at the record date of Friday, 12 April 2013. 1. SPECIAl RESOlUTION NUMBER 1: Approval of the new memorandum of incorporation To consider and, if deemed fit, to pass, with or without modification, the following special resolution: Resolved that the existing Memorandum of Incorporation (formerly the Company s Memorandum and Articles of Association) be and is hereby abrogated in its entirety and replaced with a new Memorandum of Incorporation, a draft of which has been tabled at the general meeting at which this resolution was tabled for approval and initialled by the chairman of the said meeting for purposes of identifi cation, with effect from the date of fi ling thereof at the Companies and Intellectual Property Commission. The salient features of the Memorandum of Incorporation are set below. 2. SAlIENT FEATURES OF THE MEMORANDUM OF INCORPORATION The Act Unissued securities Transferability of securities and transfer of securities Ratification of ultra vires acts Rules Any reference to the Act means the Companies Act No, 71 of 2008, as amended. Unissued equity securities shall be offered to existing shareholders, pro rata to their shareholdings, unless such securities are to be issued for an acquisition of assets. However, the shareholders in general meeting may authorise the directors to issue unissued securities, and/or grant options to subscribe for unissued securities, as the directors in their discretion deem fit, provided that such corporate action(s) has/have been approved by the JSE and are subject to the Listings Requirements. a) Securities for which listing is sought must be fully paid up and freely transferable, unless otherwise required by statute. b) All authorities to sign transfer deeds granted by holders of securities for the purpose of transferring securities that may be lodged, produced or exhibited with or to the Company at any of its transfer offices shall, as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company s transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices, the Company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notice. The proposal of any resolution to shareholders in terms of sections 20(2) and 20(6) of the Act is prohibited in the event that such a resolution would lead to the ratification of an act that is contrary to the Listings Requirements; unless otherwise agreed with the JSE. The directors power to make, amend or repeal rules as contemplated in section 15(3) of the Act is prohibited. 5
Preferences, rights, limitations and other share terms Capitalisation issues Scrip dividend and cash dividend elections Payments to securities holders Other corporate actions Debt instruments a) Securities in each class for which listing is applied rank pari passu in respect of all rights. b) In the event of voting by poll, every holder of an ordinary share has one vote in respect of each share that he/she holds. c) The holders of securities, other than ordinary shares and any special shares created for the purposes of black economic empowerment in terms of the BEE Act and BEE Codes, are not entitled to vote on any resolution taken by the Company, save for as permitted by the Listings Requirements. In instances that such shareholders are permitted to vote at general/annual general meetings, their votes do not carry any special rights or privileges and they are entitled to one vote for each share that they hold, provided that their total voting right at such a general/annual general meeting may not exceed 24,99% of the total voting rights of all shareholders at such meeting. d) Any amendment to the Memorandum of Incorporation must be approved by a special resolution of ordinary shareholders, save where such an amendment is ordered by a court in terms of sections 16(1)(a) and 16(4) of the Act. e) If any amendment relates to the variation of any preferences, rights, limitations and other terms attaching to any other class of shares already in issue, that amendment will not be implemented without a special resolution, taken by the holders of shares in that class at a separate meeting. In such instances, the holders of such shares will be allowed to vote at the meeting of ordinary shareholders subject to the Listings Requirements. No resolution of shareholders of the Company shall be proposed or passed, unless a special resolution, of the holders of the shares in that class, have approved the amendment. f) Preferences, rights, limitations or other terms of any class of shares of a listed company must not be varied and no resolution may be proposed to shareholders for rights to include such variation in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) of the Act. Any capitalisation issue by the Company shall at least be subject to the fulfilment of the requirements set out in section 47 of the Act. The grant of the right of election is not prohibited. Payments to securities holders are provided for in accordance with the Listings Requirements and capital shall not be repaid upon the basis that it may be called up again. The following corporate actions are provided for, in accordance with the Listings Requirements: a) Issue of shares for cash and options and convertible securities granted/issued for cash; b) Repurchase of securities; c) Alteration of share capital, authorised shares and rights attaching to a class/es of shares. The granting of special privileges to holders of debt instruments, such as attending and voting at general meetings and the appointment of directors, is prohibited. Resolutions and meetings a) Notice periods are as provided for in section 62(1) of the Act. The passing of a special resolution is subject to the approval of at least 75% of the votes cast by all equity securities holders present in person, or represented by proxy, at the general meeting/ annual general meeting convened to approve such resolution. b) All shareholder meetings convened in terms of the Listings Requirements shall be held in person and not by means of a written resolution as is contemplated in section 60 of the Act. c) There is no prohibition or restriction on the Company from calling any meeting for the purposes of adhering to the Listings Requirements. d) Notices of general/annual general meetings are to be delivered to each shareholder entitled to vote at such meeting and who has elected to receive such documents. e) Provision is made for delivering notices of meetings to the JSE at the same time as notices are sent to shareholders and must also be announced through SENS. f) The quorum at a general meeting is at least three shareholders entitled to attend and vote thereat. In addition, the quorum requirements provided for in section 64(1) of the Act will be 25% in respect of the meeting. Once a quorum has been established, all the shareholders of the quorum must be present at the meeting to hear any matter that must be considered at the meeting. Lien upon securities Commission The Company has no power to claim a lien on securities. The Company may not pay commission exceeding 10% to any person in consideration for their subscribing or agreeing to subscribe, whether absolutely or conditionally, for any securities of the Company. 6
Record date The record date for all transactions is as set out in the Listings Requirements. Directors a) The minimum number of directors is four. b) The board may appoint directors as an addition to the board or to fill a casual vacancy. c) The appointment of all directors is subject to shareholder approval at any general/annual general meeting. Provision is made for the appointment of alternate directors. d) Should the number of directors fall below the minimum provided in the Memorandum of Incorporation, the remaining directors must, as soon as possible, and, in any event, not later than three months from the date that the number of directors falls below the minimum, fill the vacancies or call a general meeting for the purpose of filling the vacancies. A failure by the Company to have the minimum number of directors during the three-month period does not limit or negate the authority of the board of directors or invalidate anything done by the board of directors or the Company. After the expiry of the three-month period, the remaining directors shall only be permitted to act for the purpose of filling vacancies or calling general meetings of shareholders. e) A director may be employed in any other capacity in the Company or as a director or employee of a company controlled by, or itself a major subsidiary of, the Company and, in such event, his appointment and remuneration in respect of such other office shall be determined by a disinterested quorum of directors. f) The directors may be paid all their travelling and other expenses, properly and necessarily incurred by them in and about the business of the Company, and in attending meetings of the directors or of committees thereof; and, if any director is required to perform extra services, to reside abroad or be specifically occupied about the Company s business, he/ she may be entitled to receive such remuneration as is determined by a disinterested quorum of directors, which may be either in addition to or in substitution for any other remuneration payable. g) At least one-third of directors, executive and non-executive, must retire at the Company s annual general meeting (or other general meeting held on an annual basis), provided the meeting is not conducted in terms of section 60 of the Act. These retiring members of the board of directors may be re-elected, provided they are eligible. The board of directors, through the nomination committee, should recommend eligibility, taking into account past performance and contribution made. h) The directors shall be entitled to elect a chairman, deputy chairman and/or any vicechairman and to determine the period for which they, respectively, shall hold office. Where the quorum of directors is two, the chairman shall not be permitted to have a casting vote if only two directors are present at a meeting of directors. i) A decision that could be voted on at a meeting of the board of directors of a company may, instead, be adopted by written consent of a majority of the directors, given in person or by electronic communication, provided that each director has received notice of the matter to be decided. Such resolution, inserted in the minute book, shall be as valid and effective as if it had been passed at a meeting of directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution). j) Life directorships and directorships for an indefinite period are not permissible. Dividends a) The directors of the Company may declare dividends, subject to compliance with the relevant provisions of the Act. b) Dividends are to be payable to shareholders registered as at a date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later. c) The Company must hold all monies due to shareholders in trust indefinitely, but subject to the laws of prescription. Notwithstanding the aforegoing, unclaimed dividends may be forfeited for the benefit of the Company after a period of three years if so resolved by the board. Annual financial statements A copy of the annual financial statements must be distributed to shareholders at least 15 business days before the date of the annual general meeting at which they will be presented. 7
3. Resolution Approval Threshold For Special Resolution number 1 above to be approved by shareholders, it is required to be supported by at least 75% (seventy-five percent) of the votes cast by shareholders present or represented by proxy at the general meeting. 4. Document available for inspection A copy of the complete Memorandum of Incorporation is available for inspection at the Company s registered office, 204 Rivonia Road, Morningside, Sandton from the date of the notice of the general meeting (i.e. 8 March 2013) until 17 April 2013, the date of the general meeting. 5. General Notes 1. Each member of the Company is entitled to appoint one or more proxies (who need not be a member of the Company) to attend, speak and vote in place of that member at the general meeting. 2 All participants attending the general meeting of the Company are required to provide satisfactory identification. The chairman of the general meeting must be reasonably satisfied that the right of a person to participate and vote at the general meeting, either as a shareholder or as a proxy for a shareholder, has been reasonably verified. 3. A proxy need not be a member of the Company. 4. Should any shareholder of the Company wish to participate in the general meeting by way of electronic participation, such shareholder shall make application in writing (including details as to how the shareholder or its representatives can be contacted) to so participate, to the transfer secretaries at the applicable address set out below at least 5 (five) business days prior to the general meeting in order for the transfer secretaries to arrange for the shareholder (or its representative) to provide reasonably satisfactorily identification to the transfer secretaries for the purposes of section 63(1) of the Act and for the transfer secretaries to provide the shareholder (or its representative) with details as to how to access any electronic participation to be provided. The Company reserves the right not to provide for electronic participation at the general meeting in the event that it determines that it is not practical to do so. The costs of accessing any means of electronic participation provided by the Company will be borne by the shareholder so accessing the electronic participation. 5. Shareholders who are unable to attend the general meeting and wish to be represented thereat, should complete and return the enclosed form of proxy, in accordance with the instructions contained therein, to the Company s share registrar, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by no later than 10:00 on Monday, 15 April 2013. The chairman of the meeting may accept any form of proxy which is completed, other than in accordance with these instructions and notes, provided that the chairman is satisfied as to the manner in which an ordinary shareholder wishes to vote. 6. Shareholders who hold their dematerialised shares through a CSDP or broker (other than own-name registration) and wish to cast their votes at this general meeting or wish to attend the general meeting in person, must contact their CSDP or broker, to furnish them with their voting instructions, or obtain the necessary letter of representation. 7. Voting will be done by way of a poll. On a poll, every shareholder present in person or represented by proxy or a duly authorised representative shall have one vote for every share held by such shareholder. By order of the board M Nana Company secretary Aveng Limited 204 Rivonia Road Morningside 2057 Republic of South Africa 8 March 2013 8
Aveng limited (Incorporated in the Republic of South Africa) (Registration number 1944/018119/06) Share code: AEG ISIN: ZAE000111829 ( Aveng or the Company ) FORM OF PROXY FOR A GENERAL MEETING For use by the registered holders of certifi cated Aveng shares and the holders of dematerialised Aveng shares in their own name at the general meeting of the Company to be held at 204 Rivonia Road, Morningside on Wednesday, 17 April 2013 at 10:00. Holders of Aveng shares (whether certifi cated or dematerialised) through a nominee must not complete this form of proxy, but should timeously make the necessary arrangements with that nominee or, if applicable, Central Securities Depository Participant (CSDP) or broker, to enable them to attend and vote at the general meeting or to enable their votes in respect of their Aveng shares to be cast at the general meeting by that nominee or a proxy or a representative. I/We (please print) of (address) being the registered holder(s) of ordinary shares in the capital of the Company do hereby appoint: 1. or failing him/her, 2. or failing him/her, the chairman of the general meeting, as my/our proxy to vote on my/our behalf at the general meeting which will be held for the purpose of considering and, if deeming fi t, passing, with or without modifi cation the special resolution to be proposed at the general meeting and at each adjournment of the general meeting and to vote for or against the special resolution or to abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name/s, in accordance with the following instructions (see note 2): Insert an X or the number of shares held in the Company Proposed resolution For Against Abstain Special resolution number 1: Approval of the new Memorandum of Incorporation Signed this day of 2013 Signature Assisted by me (where applicable) Each member is entitled to appoint one or more proxies (who need not be a member of the Company) to attend, speak and vote in place of that member at the general meeting. Please read the notes on the reverse side hereof. 9
NOTES TO THE PROXY 1. A member may insert the name of a proxy or the names of two alternative proxies of the member s choice in the space/s provided, with or without deleting the chairman of the general meeting but any such deletion must be initialled by the member. The person whose name appears first on the 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. A member s instructions to the proxy must be indicated in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the general meeting as he/she deems fit. A member may instruct the proxy to vote fewer than the total number of shares held by inserting the relevant number of shares in the appropriate box provided. A member who fails to do so will be deemed to have authorised the proxy to vote or abstain from voting, as the case may be, in respect of all the member s votes exercisable at the general meeting. 3. Forms of proxy must be lodged with or posted to the Company s share registrar, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by no later than 10:00 on Monday, 15 April 2013. Alternatively, such proxy forms may be handed to the company secretary or chairman of the general meeting not later than 30 minutes prior to the commencement of the general meeting. 4. The completion and lodging of this form of proxy will not preclude the member from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointment in terms thereof, should each member wish to do so. 5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate, etc) must be attached to this form of proxy unless previously recorded by the Company s share registrar or waived by the chairman of the annual general meeting. 6. An alteration or correction made to this form of proxy must be initialled by the signatory/ies. 7. A minor must be assisted by the minor s parent or guardian unless the relevant documents establishing the minor s legal capacity are produced or have been registered by the share registrar of the Company. 8. Where there are joint holders of shares in the Company, any one of such persons may, alone, sign this form of proxy in respect of such shares as if such person was the sole holder but, if more than one of such joint holders submits a form of proxy, the form of proxy, if accepted by the chairman of the general meeting, submitted by the holder whose name appears first in the Company s share register will be accepted to the exclusion of any other forms of proxy submitted by any other joint holder(s). BASTION GRAPHICS 10