THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 4 of this document apply to this entire document, including the cover page, except where the context indicates a contrary intention. Action required by certificated and previously dematerialised Shareholders This document is important and should be read with particular attention to the section entitled: Action required by Shareholders, contained on page 2. If you are in any doubt as to what action you should take, please consult your broker, banker, legal advisor, CSDP or other professional advisor immediately. If you have disposed of all your Thabex Shares, this circular should be handed to the purchaser of such Thabex Shares or to the broker, CSDP, banker or other agent through whom the disposal was effected. (Incorporated in the Republic of South Africa) (Registration number 1988/000763/06) ( Thabex or Company ) CIRCULAR TO SHAREHOLDERS regarding the proposed adoption of a new Memorandum of Incorporation; and incorporating a notice of a general meeting for holders of Thabex Shares; and a form of proxy (for use by certificated and previously dematerialised Shareholders with own name registration only). Corporate Advisor Company Secretaries MiningWeb (Pty) Ltd SA Mineral Investments (Pty) Ltd Date of issue: 9 July 2013 This circular is only available in English. Copies of this circular may be obtained from the registered office of Thabex Limited at Thabex 51 Austin Road Northcliff Johannesburg 2195 and the Company secretaries at the address set out under Corporate information, weekdays from 08:00 on Tuesday, 9 July 2013 until 16:00 on Friday, 27 July 2013.
CORPORATE INFORMATION Company secretary and registered office SA Mineral Investments (Pty) Ltd (Registration No: 1981/004619/07) 51 Austin Road Northcliff Johannesburg 2195 (PO Box 3899, Northcliff, Johannesburg, 2115) E-mail: info@thabex.com Website: www.thabex.com Auditors KPMG Inc. (Registration no 999/021543/21) KPMG Forum 1226 Schoeman Street Hatfield Pretoria 0028 Place of incorporation of Thabex South Africa Date of incorporation of Thabex 10 February 1988 Legal advisors to Thabex DLA Cliffe Dekker Hofmeyr Inc. (Registration No: 2008/018923/21) 1 Protea Place Sandton Johannesburg 2196 Corporate advisor MiningWeb (Pty) Ltd (Registration No: 2002/008924/07) 51 Austin Road Northcliff Johannesburg 2195 (PO Box 3867, Northcliff, Johannesburg, 2115)
TABLE OF CONTENTS Page CORPORATE INFORMATION... 2 ACTION REQUIRED BY SHAREHOLDERS... 4 SALIENT DATES AND TIMES... 5 CIRCULAR TO SHAREHOLDERS... 7 1. INTRODUCTION AND RATIONALE... 7 2. PURPOSE OF THIS CIRCULAR... 7 3. SALIENT FEATURES OF THE PROPOSED NEW MOI... 8 4. DIRECTORS OPINION AND RECOMMENDATION... 11 5. DIRECTORS RESPONSIBILITY STATEMENT... 11 6. CONSENTS... 11 7. DOCUMENTS AVAILABLE FOR INSPECTION... 11 NOTICE OF GENERAL MEETING OF THE HOLDERS OF THABEX ORDINARY SHARES... 13 FORM OF PROXY... 1
ACTION REQUIRED BY SHAREHOLDERS This circular is important and requires your immediate attention. The action you need to take is set out below. The definitions commencing on page 4 of this circular have been used in this section. If you are in any doubt as to what action to take, consult your CSDP or broker, attorney or other professional advisor immediately. A general meeting of Thabex Shareholders will be held on Wednesday, 7 August 2013 at 09:00 at Thabex 51 Austin Road Northcliff Johannesburg 2195. If you have previously dematerialised your Thabex Shares without own name registration: (a) Voting at the general meeting (i) Your CSDP or broker is obliged to 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 vote at the general meeting and thereafter to cast your vote in accordance with your instructions. (ii) 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. (iii) 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. (iv) You should NOT complete the attached form of proxy. (b) Attendance and representation at the general meeting In accordance with the agreement between you and your CSDP or broker, you must advise your CSDP or broker if you wish to attend the general meeting in person or if you wish to send a proxy to represent you at the general meeting and your CSDP or broker will issue the necessary Letter of Representation for you or your proxy to attend the general meeting. If you have not previously dematerialised your Thabex Shares or you have previously dematerialised your Thabex Shares with own name registration: (a) Voting, attendance and representation at the general meeting (i) You may attend and vote at the general meeting in person. (ii) Alternatively, you may appoint a proxy to represent you at the general meeting by completing the attached form of proxy in accordance with the instructions it contains and returning it to the registered office of the Company or the Company secretaries to be received by no later than 09:00 on Friday, 2 August 2013. If you wish to dematerialise your Thabex Shares, please contact your broker. If you have disposed of your Thabex Shares, this circular, together with the attached form of proxy, should be handed to the purchaser of such Thabex Shares or the broker or other agent who disposed of your Thabex Shares for you.
SALIENT DATES AND TIMES Last day to trade in order to be eligible to attend and vote at the general meeting Record date to determine which Shareholders are entitled to attend and vote at the general meeting Last day to receive forms of proxy for general meeting by 09:00 on General meeting to be held at 09:00 on Notes: 1. The dates and times provided for in this circular are subject to amendment. 2. All times referred to in this circular are local times in South Africa. 3. The record date for the receipt of the attached Notice of general meeting is Tuesday, 9 July 2013. 2013 Friday, 2 August Tuesday, 9 July Friday, 2 August Wednesday, 7 August
DEFINITIONS AND INTERPRETATIONS This circular and the annexures hereto, unless otherwise stated or the context otherwise indicates, the words in the first column shall have the meanings stated opposite them in the second column and words in the singular shall include the plural and vice versa, words importing natural persons shall include corporations and associations of persons and any reference to one gender shall include the other gender: Act or Companies Act the Companies Act, 2008 (Act No 71 of 2008), as amended; certificated Shareholder shareholders who hold Thabex Shares, represented by a share certificate, which Thabex Shares have not been dematerialised in terms of the requirements of Strate; circular this circular to Shareholders, dated 9 July 2013 and the attachments hereto, incorporating a Notice of the general meeting and the form of proxy; CSDP a Central Securities Depository Participant, registered in terms of section 32 of the SSA, and appointed by individual shareholders for purposes of and in regard to dematerialisation in terms of such Act; dematerialised Shareholder a holder of Thabex Shares which have been incorporated into the Strate system and which are no longer evidenced by physical documents of title, the evidence of ownership of which is determined electronically; Directors or Board the board of directors of Thabex as set out on page 5 of this circular; general meeting general meeting of Thabex Shareholders to be held on Wednesday 7 August 2013, at 09:00 at Thabex 51 Austin Road Northcliff Johannesburg 2195, for Shareholders to consider and approve the special and ordinary resolutions contained in the Notice of general meeting; general effective date the date on which the Act became effective, being, 1 May 2011; Thabex or Company Thabex Limited (Registration number 1946/021048/06), a public company duly registered and incorporated in South Africa, the Ordinary Shares of which are listed on the JSE; Thabex Shares JSE Listings Requirements or JSE Listings Requirements MOI Notice of general meeting Ordinary Shares register SSA SENS Thabex Shareholder or Ordinary Shareholders or Shareholders South Africa Strate Company secretaries Ordinary Shares in the share capital of Thabex; JSE Limited, a public company duly registered and incorporated in South Africa with limited liability under registration number 2005/022939/06, licensed as an exchange under the SSA; the Listings Requirements of the JSE, in force from time to time; the Memorandum of Incorporation of the Company; the Notice of general meeting of Thabex Shareholders forming part of this circular; the ordinary shares of 4 (four) cents each in the share capital of Thabex; the register or sub-register of Shareholders kept by or on behalf of Thabex; Securities Services Act (Act No 36 of 2004), as amended; Securities Exchange News Service of the JSE; the registered holders of Thabex Ordinary Shares; Republic of South Africa; Strate Limited, a public company duly registered and incorporated in South Africa under the registration number 1998/022248/06 and the electronic clearing and settlement system used by the JSE to settle trades; and SA Mineral Investments (Pty) Ltd, a private company duly registered and incorporated in South Africa under registration number 1981/004619/07.
Thabex Limited (Incorporated in the Republic of South Africa) (Registration number 1988/000763/06) ( Thabex or Company ) Directors: JR Rapoo (Chairman), M Welthagen (Managing Director # ), M Kamwanga # *, Dr JW Kruger ##, MJ Rachidi #, Prof DL Reid**, AP Roux # Executive, Non-executive, ### Independent Non Executive, *Democratic Republic of the Congo, ** New Zealand CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION AND RATIONALE The Companies Act, which came into effect from 1 May 2011, introduced the MOI as the new document for all companies which set out, inter alia, rights, duties and responsibilities of shareholders, directors and others within and in relation to a company. From the general effective date, the Company s Memorandum and Articles of Association became known as its MOI. In terms of item 4(2)(a) of Schedule 5 to the Companies Act, at any time within the two-year period immediately following the general effective date, a pre-existing company (such as Thabex) may file, without charge, an amendment to its MOI to harmonise it with the Companies Act. In addition, Schedule 10 of the Listings Requirements prescribes that all listed companies are required to harmonise their MOI with the Listings Requirements within the same period contemplated in the Act. The MOI has therefore been prepared in order to achieve the aforementioned harmonisation. This circular contains the salient features of the Company s proposed MOI. It is not intended to be an exhaustive summary of the MOI and should be read in conjunction with the full MOI, which will be available for inspection on Thabex s website and at the registered office of Thabex during business hours from the date of issue of this circular until the date of the general meeting. 2. PURPOSE OF THIS CIRCULAR The purpose of this circular is to provide Thabex Shareholders with relevant information relating to: the proposed adoption of the MOI in substitution for the Company s existing Memorandum and Articles of Association in order to bring the Company s constitutional documents in harmony with the provisions of the Act; and the convening of a general meeting of Thabex Shareholders in order to obtain the requisite Shareholder approval.
3. SALIENT FEATURES OF THE PROPOSED NEW MOI All sections referred to in this summary refer to sections of the Act Powers of the Company The Company has all of the legal powers and capacity contemplated in the Act. The legal powers and capacity of the Company are not subject to any restrictions, limitations or qualifications, as contemplated in section 19(1)(b)(ii). Restrictive conditions The Memorandum of Incorporation does not contain any restrictive conditions applicable to the Company as contemplated in section 15(2)(b) or (c). Shares and variations of rights Authority for the creation, authorisation and classification of any class of shares; the subdivision or consolidation of shares; amendments to the numbers of authorised shares of any class, the conversion of one class of shares into one or more other classes of shares and variations to the preferences, rights, limitations and other terms associated with any class of shares as set out in the MOI, may only be obtained by way of a special resolution for the amendment of the MOI approved by Shareholders at a general meeting and in accordance with the JSE Listings Requirements if the Company is listed at the time. Debt instruments The Board may authorise the Company to issue secured or unsecured debt instruments as set out in section 43(2), but no special privileges associated with any such debt instruments as contemplated in section 43(3) may be granted. Financial assistance The Board may, subject to any additional provisions in the Act, authorise the Company to provide financial assistance by way of loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any such securities, as set out in section 44, and the authority of the Board in this regard is not limited or restricted by the Memorandum of Incorporation. Acquisition by the Company of its own shares The Company may only acquire its own shares in accordance with, and subject to, the JSE Listings Requirements, if the Company is listed, the provisions of section 48 and provided that the Shareholders have adopted a resolution at a general meeting authorising such an acquisition. The Board may determine that any subsidiary(ies) may acquire the Company shares, however, not more than 10% (ten percent), in aggregate, of the number of issued shares of any class may be held by, or for the benefit of, all of the subsidiaries of the Company, taken together. Shareholders meetings The Board, or any prescribed officer of the Company authorised by the Board, is entitled to call a Shareholders meeting at any time. All Shareholders meetings convened in terms of the JSE Listings Requirements, if the Company is listed, may not be held by means of a written resolution contemplated in terms of section 60 of the Act. Subject to the provisions of section 60 dealing with the passing of resolutions of Shareholders otherwise than at a meeting of Shareholders, the Company shall hold a Shareholders meeting: at any time that the Board is required by the Act, the JSE Listings Requirements, if the Company is Listed, or the Memorandum of Incorporation to refer a matter to Shareholders for decision; or whenever required in terms of the Act to fill a vacancy on the Board; or when required by any provision of the Memorandum of Incorporation. Location of and notices of meetings The Board may determine the location of any Shareholders meeting, and the Company may hold any such meeting in the Republic or in any foreign country.
The minimum number of days for the Company to deliver a notice of a Shareholders meeting to the Shareholders as required by section 62, at least 15 (fifteen) business days before the date of such general meeting. Quorum and adjournment of meetings The quorum for a Shareholders meeting to begin or for a matter to be considered shall be at least 3 (three) Shareholders entitled to attend and vote, are present at the meeting. In addition, a Shareholders meeting may begin when sufficient persons are present at the meeting to exercise at least 25% (twenty-five percent) of the voting rights in respect of any matter to be decided at the meeting, in terms of section 64(1) and the JSE Listings Requirements, if the Company is listed. The quorum requirements must be complied with throughout a meeting. Votes of Shareholders Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with the MOI, at a meeting of the Company: (i) every person present and entitled to exercise voting rights shall be entitled to 1 (one) vote on a show of hands, irrespective of the number of voting rights that person would otherwise be entitled to exercise; and (ii) any person who is present at the meeting has the number of votes determined in accordance with the voting rights associated with the securities held by that shareholder, in the case of a poll. Shareholders resolutions For an ordinary resolution to be approved it must be supported by more than 50% (fifty percent) of the voting rights of Shareholders exercised on the resolution, as provided in section 65(7). For a special resolution to be approved it must be supported by the holders of at least 75% (seventy-five percent) of the voting rights exercised on the resolution, as provided in section 65(9). No matters, except those matters set out in section 65(11), those relating to the change of the name of the Company and any other matter required by the Act, the JSE Listings Requirements, if the Company is Listed, or by the Memorandum of Incorporation to be resolved by means of a special resolution, require a special resolution adopted at a Shareholders meeting of the Company. Record date The MOI requires the Board to determine the record dates to ascertain participation and rights of Shareholders and such record dates shall be as required by the JSE Listings Requirements, for as long as the JSE Listings Requirements apply to the Company. Composition and powers of the Board of Directors Number of Directors The number of Directors shall, unless otherwise determined by a unanimous resolution of all the Shareholders, be not less than 4 (four). If the number of Directors falls below the minimum number, the remaining Directors must as soon as possible and in any event not later than three months from the date that the number falls below such minimum, fill the vacancy/ies. Election, resignation and retirement of Directors The election of any Directors and alternate Directors is required to be conducted in accordance with the provisions of the Act. There are no general qualifications prescribed by the Company for a person to serve as a Director or an alternate Director in addition to the requirements of the Act. A Director shall cease to hold office as such if such Director becomes, inter alia, derelict, incapacitated and/or resigns or is disqualified as a Director. A Director may also be removed by ordinary resolution in terms of section 71 of the Act. One third of all Directors shall retire from office at each annual general meeting. The Directors so to retire at each annual general meeting shall firstly be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. Retiring Directors shall be eligible for re-election. No director shall be appointed for life or for an indefinite.
Committees of the Board The Board may appoint committees of Directors and delegate to such committees any authority of the Board. The Board shall further appoint such committees as it is obliged to do in terms of the Act and, for as long as the Company s securities are listed on the JSE, such committees as are required by the JSE Listings Requirements, if the Company is listed, having such functions and powers as are prescribed by the Act and/or the JSE Listings Requirements, if the Company is Listed, as the case may be. Powers of the Board The Board has the authority to exercise all the powers and perform any of the functions of the Company. The Board has the power to appoint or co-opt any person as Director, whether to fill any vacancy on the Board on a temporary basis, as set out in section 68(3), or as an additional Director provided that such appointment must be confirmed by the Shareholders at the next annual general meeting of the Company. Directors interest Each Director, alternate Director, prescribed officer and member of Board committees, as the case may be, shall comply with all of the provisions of section 75 in the event that they (or any person who is a related person to them) have a personal financial interest in any matter to be considered by the Board and shall disclose any personal financial interests in terms of the Act. Directors meetings The quorum for a Directors meeting is a majority of the Directors then in office. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. The Directors may elect a chairperson and a deputy chairperson and determine the period for which each is to hold office. Directors compensation and financial assistance Directors and members of Board committees shall be entitled to such remuneration for their services as may have been determined from time to time by special resolution within the previous two years and may be paid their travelling and other expenses properly and necessarily incurred by them in attending to the business of the Company. The Board is empowered to provide direct or indirect financial assistance to, inter alia, Directors of the Company and related or interrelated persons, provided the granting of any such financial assistance is in compliance with section 45(2) of the Act. Borrowing powers The Directors may from time to time borrow for the purposes of the Company such sums as they think fit. Indemnification of Directors The Company may: advance expenses to a Director or directly or indirectly indemnify a Director in respect of the defence of legal proceedings, as set out in section 78(4); indemnify a Director in respect of liability as set out in section 78(5); and/or purchase insurance to protect the Company or a Director as set out in section 78(7). Annual financial statements The Company shall keep all such accurate and complete accounting records, in English, as are necessary to enable the Company to satisfy its statutory obligations. The annual financial statements of the Company must be prepared and audited in accordance with the provisions of section 30. A copy of the annual financial statements must be delivered to Shareholders at least 15 (fifteen) business days before the date of the annual general meeting of the Company at which such annual financial statements will be considered.
Distributions Subject to the provisions of the Act, in particular section 46, the Company shall be entitled to make a distribution if such distribution is pursuant to an existing legal obligation of the Company or a court order or is authorised by resolution of the Board in accordance with the JSE Listings Requirements. Payment of commission The Company may pay commission not exceeding 10% of the subscription price at which the securities are issued to any person in consideration of such person subscribing for securities. Notices All notices shall be given by the Company to each Shareholder who has elected to receive such notices and simultaneously to the Issuer Regulations Division of the JSE, if the Company is listed, and shall be given in writing in any manner authorised by the JSE Listings Requirements, if the Company is listed, and/or the Act, as may be applicable. Winding up If the Company is wound-up the liquidator may, with the sanction of a special resolution of the Shareholders, divide among the Shareholders in specie or kind the whole or any part of the assets of the Company. Amendment of Memorandum of Incorporation Subject to the provisions of the Act and the JSE Listings Requirements the MOI may only be amended by way of a special resolution of the ordinary Shareholders in accordance with section 16(1)(c) of the Act. Company rules The Board is prohibited from making, amending or appealing any rules as contemplated in section 15(3) and the Board s capacity to make such rules is hereby excluded. 4. DIRECTORS OPINION AND RECOMMENDATION The Directors are of the opinion that the proposed MOI be adopted in substitution of the existing Memorandum and Articles of Association in order to bring the Company s constitutional documents in harmony with the provisions of the Act and Schedule 10 of the JSE Listings Requirements, if the Company is listed, and accordingly, recommend that the Shareholders vote in favour of the special resolution to effect the proposed adoption. Directors with shareholding interests intend to vote in favour of the relevant resolution to be proposed at the general meeting. 5. DIRECTORS RESPONSIBILITY STATEMENT The Directors, whose names appear on page 5 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 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 law and the JSE Listings Requirements. 6. CONSENTS The sponsor and legal advisor to Thabex have each 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 Copies of the following documents will be available for inspection at the registered office of Thabex during normal business hours on any weekday from Tuesday, 9 July 2013 to and including Friday, 2 August 2013:
the current MOI/Memorandum and Articles of Association of Thabex; the proposed new MOI of Thabex; a signed copy of this circular; and the consent letters referred to in paragraph 6 above. By order of the Board SA Mineral Investments (Pty) Ltd Company secretary Northcliff 9 July 2013
Thabex Limited (Incorporated in the Republic of South Africa) (Registration number 1988/000763/06) ( Thabex or Company ) NOTICE OF GENERAL MEETING OF THE HOLDERS OF THABEX ORDINARY SHARES If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your Central Securities Depository Participant ( CSDP ), broker, banker, attorney, accountant or other professional adviser immediately. Notice is hereby given that a general meeting of the Company s ordinary shareholders will be held at 09:00 on Wednesday, 7 August 2013, at Thabex 51 Austin Road Northcliff Johannesburg 2195, for the purposes of: Thabex Shareholders considering and, if deemed fit, passing, with or without modification, special resolution number 1 set out in this Notice of general meeting. All terms defined in this circular to which this Notice of general meeting is attached shall bear the same meanings in this Notice of general meeting. SPECIAL RESOLUTION NUMBER 1 MEMORANDUM OF INCORPORATION Resolved that, the Company s new Memorandum of Incorporation as contemplated in the Companies Act, a copy of which has been tabled at this general meeting, be and is hereby adopted in accordance with the provisions of section 16(1)(c) of the Companies Act and in compliance with Schedule 10 of the JSE Listings Requirements, if the Company is listed, to apply in substitution for and to the exclusion of the Company s existing MOI/Memorandum and Articles of Association, with effect from the date of approval of this special resolution number 1. Reason Special resolution number 1 is proposed to enable the Company to adopt a new MOI that will be in line with the requirements of Companies Act, the Banks Act, the Listings Requirements, if the Company is listed, and any applicable legislation. In addition to the Companies Act, changes to the Listings Requirements and developments in market practice require a substantial number of changes to the existing Memorandum of Association and Articles of Association of the Company. Accordingly, it is considered more appropriate to adopt the proposed new MOI rather than to amend the existing Memorandum and Articles of Association. The salient features of the proposed MOI are contained in the circular. The MOI has been made available for inspection at the registered address of the Company being Thabex 51 Austin Road Northcliff Johannesburg 2195, Gauteng, weekdays during office hours from, 08:00 on Tuesday, 9 July 2013 until 16:00 on Friday, 27 July 2013 and is also available on the Company s website, www.thabex.com. Effect The new MOI will substitute the Company s existing MOI/Memorandum and Articles of Association in their entirety. Percentage voting rights The minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy five percent) of the voting rights to be cast on the resolution by Shareholders present or represented by proxy at the general meeting.
ORDINARY RESOLUTION NUMBER 1: SIGNATURE OF DOCUMENTS Resolved that subject to the passing of special resolution number 1, any one Director or the secretary of the Company be and are hereby authorised to do all such things and sign all documents and take all such action as they consider necessary to implement the resolutions set out in the notice convening this general meeting at which this ordinary resolution will be considered. Percentage voting rights This resolution requires the approval of at least 50% (fifty percent) of ordinary shareholders plus one vote. VOTING AND PROXIES Shareholders are entitled to attend, speak and vote at the general meeting. Shareholders may appoint a proxy to attend, speak and vote in their stead. Shareholders holding respective previously dematerialised Thabex Shares but not in their own name must furnish their CSDP or broker with their instructions for voting at the general meeting should they wish to vote. If your CSDP or broker, as the case may be, does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, to complete the relevant form of proxy attached. Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut-off time stipulated therein, that you wish to attend the general meeting or send a proxy to represent you at the general meeting, your CSDP or broker will assume you do not wish to attend the general meeting or send a proxy. If you wish to attend the general meeting or send a proxy, you must request your CSDP or broker to issue the necessary Letter of Representation to you. Shareholders holding respective previously dematerialised Thabex Shares in their own name, or who hold shares that are not previously dematerialised, and who are unable to attend the general meeting and wish to be represented thereat, must complete the relevant form of proxy attached in accordance with the instructions therein and lodge it with, or mail it to, the transfer secretaries. Forms of proxy should be forwarded to reach the Company s Company secretaries at the address given below by not later than Friday, 2 August 2013 at 09:00. The completion of a form of proxy will not preclude a Shareholder from attending the general meeting. By order of the Board SA Mineral Investments (Pty) Ltd Company secretary Northcliff 9 July 2013
APPENDIX 1 SENS ANNOUNCEMENT OF 22 JUNE 2013 THABEX LIMITED Registration Number 1988/000763/06 (Incorporated in the Republic of South Africa) Share code: TBX ISIN: ZAE000013686 ( Thabex or the Company ) Young Lions Exploring Africa UPDATE ON THABEX S LISTING ON THE JSE Shareholders are referred to the SENS announcement of 7 June 2013 relating decision of the JSE to terminate the Company s listing on the JSE with effect from 24 June 2013 and the subsequent appeal by Thabex. The board of Thabex considered the effects of uncertainties pertaining to the time frames regarding the granting of the Accepted Mining Right to Monastery Mine (Pty) Ltd ( Monastery Mine ) and the Listings Requirements of the JSE. The Company is required to prepare a circular to shareholders within 60 days from the date of the SENS announcement of 23 May 2013 referring to the conditional investment by Taurus Captiva plc to indirectly acquire up to 40% of Monastery Mine. Subsequently the board resolved on 19 June 2013 to withdraw Thabex s appeal against the termination of its listing. Shareholders are therefore advised that the Company s listing will be terminated on Monday, 24 June 2013. Shareholders are also referred to the SENS announcement dated 10 February 2010 relating to the approval of all ordinary and special resolutions at the Company s Annual General Meeting held on the same day and are advised that from the date of termination of the Company s listing on the JSE the share register of Thabex will updated by the Company Secretary to reflect the correct number of ordinary shares in issue, being 257 468 870 ordinary shares. All share certificates of certificated and dematerialised shareholders shall be replaced by the Company with new certificates reflecting the 10 for 1 share split. The ordinary share split of Thabex s ordinary shares was reflected in the Annual Financial Statements for the years ended 28 February 2009, 28 February 2010 and 28 February 2011, respectively. The special resolution for the approved share split was registered with the Companies and Intellectual Property Commission on 23 April 2010. Shareholders may contact to following company directors and/or the Company Secretary should they require further information about the above matters. Marius Welthagen: Chief Executive Officer on +27 (0)82 448 9537 Joe Rachidi: Executive Director on +27 (0)79 861 6493 Company Secretary: SA Mineral Investments (Pty) Ltd, Elsie Motaung on +27 (0)82 301 1198 Fax: +27 (0)11 476 3960 Fax to email (South Africa only): 086 580 5028 E-mail: info@thabex.com Website: www.thabex.com Johannesburg 20 June 2013 Merchantec Capital Sponsor
SMI 9 July 2013
Thabex Limited (Incorporated in the Republic of South Africa) (Registration number 1988/000763/06) ( Thabex or Company ) FORM OF PROXY This form of proxy is for use only by certificated Shareholders or Shareholders who have previously dematerialised their respective Thabex Shares with own name registration and who are unable to attend the general meeting of Thabex Shareholders ( General Meeting ) to be held at 09:00 on Wednesday, 7 August 2013, at Thabex 51 Austin Road Northcliff Johannesburg 2195. Previously dematerialised Shareholders are advised to contact their Central Securities Depository Participant ( CSDP ) or broker with their voting instructions in respect of the general meeting. Previously dematerialised Shareholders who wish to attend the General Meeting should obtain a Letter of Representation from their CSDP or broker. I/We (Name in BLOCK LETTERS) of (address) being the holder of (see Appendix 1) the Company, do hereby appoint (see notes): 1. or failing him/her, 2. or failing him/her, 3. the chairman of the General Meeting as my/our proxy to attend and speak for me/us and on my/our behalf at the General Meeting and at any adjournment thereof and to vote or abstain from voting as indicated on the resolutions to be considered at the General Meeting: Note: Please indicate with an X or the number of your respective Thabex Shares in the spaces above how you wish your votes to be cast. If no indication is given, the proxy will vote or abstain in his discretion. Special resolution number 1 (Adoption of MOI) Ordinary resolution number 1 (Authority of Directors and Company Secretary) Any Shareholder of the Company entitled to vote at the General Meeting may appoint a proxy or proxies to attend, speak and vote in his stead. A proxy need not be a shareholder of the Company. Every person present and entitled to vote at the General Meeting shall, on a show of hands, have one vote only, and on a poll, shall have one vote for every respective Thabex Share held or represented. Please read the notes appearing on the reverse hereof. In favour of Against Abstain Signed at on 2013 Signature/s Name in BLOCK LETTERS (full name if signing in representative capacity see note 6 as per the notes on the back page) Assisted by (where applicable) (state capacity and full name)
Instructions for signing and lodging this form of proxy 1. This form of proxy should only be used by certificated Shareholders or Shareholders who have previously dematerialised their respective Thabex Shares with own name registration. 2. All other Shareholders who have previously dematerialised their respective Thabex Shares through a Central Securities Depository Participant or broker and wish to attend the General Meeting, 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. 3. A Shareholder may insert the name/s of one or more proxies, none of whom need be a member of the Company, in the space provided, with or without deleting the chairman of the General Meeting. 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. In the event that no names are indicated, the proxy shall be exercised by the chairman of the General Meeting. 4. A Shareholder s instructions on the form of proxy must be indicated by the insertion of an X or the number of respective Thabex Shares in the appropriate space provided. Failure to comply with the above will be deemed to authorise the chairman of the General Meeting, if the chairman is the authorised proxy, to vote in favour of the resolutions at the General Meeting, or any other 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. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by the Shareholder or his/her proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the total of the votes exercisable by the Shareholder or by his/her proxy. 5. In order to be effective, completed proxy forms must reach the registered office of the Company or the Company secretaries by 09:00 on Friday, 2 August 2013. 6. The completion and lodging of this form of proxy shall in no way preclude the Shareholder from attending, speaking and voting in person at the General Meeting to the exclusion of any proxy appointed in terms hereof. 7. Should this form of proxy not be completed and/or received in accordance with these notes, the chairman may accept or reject it, provided that in the case of acceptance, the chairman is satisfied as to the manner in which the Shareholder wishes to vote. 8. Documentary evidence establishing the authority of the person signing this form of proxy in a representative or other legal capacity must be attached to this form of proxy unless previously recorded by the Company secretaries or waived by the chairman of the general meeting. 9. The chairman shall be entitled to reject the authority of a person signing the form of proxy: 9.1 under a power of attorney; or 9.2 on behalf of a Company, unless that person s power of attorney or authority is deposited at the registered office of the Company or the Company secretaries not less than 48 hours before the meeting. 10. Where Thabex Shares are held jointly, all joint holders are required to sign the form of proxy. 11. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the transfer secretaries. 12. Any alteration of or correction to this form of proxy must be initialled by the signatory/ies. 13. On a show of hands, every Shareholder present in person or represented by proxy shall have only one vote, irrespective of the number of respective Thabex Shares he/she holds or represents. 14. On a poll, every Shareholder present in person or represented by proxy shall have one vote for every respective Thabex Share held by such Shareholder. 15. A resolution put to the vote shall be decided by a show of hands, unless, before or on the declaration of the results of the show of hands, a poll shall be demanded by any person entitled to vote at the General Meeting.