Notice of General Meeting – 6 December 2018

NOTICE IS HEREBY GIVEN that a general meeting of the company will be held on Thursday 06 December 2018 at 10:00 at the registered offices of Hosken Consolidated Investments Limited, Suite 801, 76 Regent Road, Sea Point, 8005. Registration will start at 9h30.

This document is available in English only. The proceedings at the meeting will be conducted in English.

GENERAL INSTRUCTIONS AND INFORMATION

The board of directors of the company (“the board”) determined, in accordance with section 59 of the Companies Act, 71 of 2008, as amended (“the Act”), that the record date for the purpose of determining when persons must be recorded as shareholders in the securities register of the company in order to be entitled to receive notice of the general meeting is Friday, 26 October 2018. The board determined that the record date for purposes of determining which shareholders of the company are entitled to participate in and vote at the general meeting is Friday, 30 November 2018. Accordingly, only shareholders who are registered in the securities register of the company on Friday, 30 November 2018 will be entitled to participate in and vote at the general meeting.

All shareholders are encouraged to attend, speak and vote at the general meeting and are entitled to appoint a proxy to attend, speak and vote at the meeting in place of the shareholder. The proxy duly appointed to act on behalf of a shareholder, need not also be a shareholder of the company. In order to facilitate proceedings at the general meeting, shareholders intending to appoint a proxy are requested to do so as soon as is reasonably practical.

If you hold certificated shares (i.e. you have not dematerialised your shares in the company) or are registered as an “own name” dematerialised shareholder (i.e. you have specifically instructed your Central Securities Depository Participant (“CSDP”) to hold your shares in your own name on the company’s sub-register), then:

• you may attend and vote at the general meeting; alternatively;
• you may appoint one or more proxies (who need not be shareholders of the company) to represent you at the general meeting by completing the attached form of proxy and returning it to the office of the transfer secretaries (Computershare Investor Services (Pty) Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196 (PO Box 61051, Marshalltown, 2017), to be received by no later than 10:00 on Wednesday, 05 December 2018 for administrative purposes, or delivering such form by hand thereafter to the Company Secretary. Before the proxy exercises any rights of the shareholder at the meeting; and/or
• you may participate in the general meeting by way of electronic participation as stipulated in this notice.

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 video conference in Johannesburg. Should you wish to participate in the general meeting by way of video conference as aforesaid, you are required to give notice of such proposed participation to the company at its registered office or at the office of the transfer secretaries by no later than 10:00 on Wednesday, 05 December 2018. In order for the notice to be valid, it must be accompanied by the following:

• if the shareholder is an individual, a certified copy of his identity document and/or passport;
• if the shareholder is not an individual, a certified copy of the resolution adopted by the relevant entity authorising the representative to represent the shareholder at the general meeting and a certified copy of the authorised representative’s identity document and/or passport;
• a valid e-mail address and/or facsimile number for the purpose of receiving details of the video conference facility that will be made available.

Upon receipt of the aforesaid notice and documents, the company shall use its reasonable endeavors to notify you of the relevant details of the video conference facilities available in Johannesburg at which you can participate in the general meeting by way of electronic communication.

Please note that if you own dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE Limited’s electronic settlement system, Share Transactions Totally Electronic {“STRATE”}) held through a CSDP or broker (or their nominee) and are not registered as an “own name dematerialised shareholder”, then you are not a registered shareholder of the company, your CSDP or broker (or their nominee) would be. Accordingly, in these circumstances, subject to the mandate between yourself and your CSDP or broker, as the case may be:

• if you wish to participate in the general meeting (either being physically present at the meeting or by way of electronic participation), you must contact your CSDP or broker, as the case may be,
and obtain the relevant letter of representation from it; alternatively
• if you are unable to attend the general meeting but wish to be represented at the meeting, you must contact your CSDP or broker, as the case may be, and furnish it with your voting instructions in respect of the general meeting and / or request it to appoint a proxy. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be.

CSDPs, brokers or their nominees, as the case may be, recorded in the company’s sub-register as holders of dematerialised shares held on behalf of an investor/beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the person on behalf of whom they hold dematerialised shares, vote by either appointing a duly authorised representative to attend and vote at the general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the office of the company’s transfer secretaries (Computershare Investor Services (Pty) Limited, 15 Biermann Avenue, Rosebank 2196 (PO Box 61051, Marshalltown, 2017) to be received by 10:00 on Wednesday, 05 December 2018 for administrative purposes, or delivering such form by hand thereafter to the Company Secretary, before the proxy exercises any rights of the shareholder at the meeting. In order to facilitate proceedings at the general meeting, shareholders intending to appoint a proxy are requested to do so as soon as is reasonably practical.

In accordance with section 63(1) of the Act, participants at the general meeting will be required to provide proof of identification to the reasonable satisfaction of the chairperson of the general meeting and must accordingly provide a copy of their identity document, passport or driver’s licence at the general meeting for verification.

Shareholders of the company that are companies, that wish to participate in the general meeting, may authorise any person to act as its representative at the general meeting.

VOTING AT THE GENERAL MEETING

On a poll, shareholders of ordinary shares of no par value are entitled to 100 votes per ordinary share and the holders of N-ordinary shares of no par value are entitled to one vote per N-ordinary share present in person (or by way of electronic participation) or represented by proxy at the general meeting and shall be entitled to one vote per ordinary share held by such shareholder.

Unless otherwise specifically provided in this notice of general meeting, for any of the ordinary resolutions to be adopted, 50% of the voting rights plus 1 vote exercised on each such ordinary resolution must be exercised in favor thereof. For any special resolutions to be adopted, at least 75% of the voting rights exercised on each special resolution must be exercised in favor thereof.

1. Special resolution number 1: Shareholders’ general authorisation of financial assistance
“Resolved that, to the extent required by sections 44 and 45 of the Act, the board of directors of the Company may, subject to compliance with the requirements of the Company’s MOI and the Act, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise, to;

1.1. 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 securities of the Company or a related or inter-related company; and/or

1.2. any of its present or future subsidiaries and/or any other company or corporation that is or becomes related to or inter-related with the Company for any purpose or in connection with any matter; and/or

1.3. any of the present or future directors or prescribed officers (or any person related to any of them or to any company or entity related or inter-related to any of them), or to any other person who is or may be a participant in any of the HCI employee share scheme, current or future employee share plans or other incentive schemes, or any share scheme trust or other entity facilitating any such scheme, for the purpose of, or in connection with, the subscription for any option, or any securities, issued or to be issued by the company or a related or inter-related company or entity or for the purchase of any securities of the company or a related or inter-related company, where such financial assistance is provided in terms of any such plan or scheme that does not constitute an employee share scheme that satisfies the requirements of section 97 of the Act.

The financial assistance may be provided at any time during the period commencing on the date of the adoption of this resolution and ending 2 (two) years after such date.”

Explanatory Note

As part of the normal conduct of the business of the Company and its subsidiaries from time to time, the company, where necessary, provides financial assistance to its related and inter-related companies and entities (as contemplated in the Act) including the provision of guarantees and other forms of security to third parties which provide funding to the company’s subsidiaries, whether by way of loans, subscribing for shares (including preference shares) or otherwise. In the circumstances and in order to ensure that, among other things, the company and its subsidiaries and other related and inter-related companies and entities continue to have access to, and are able to appropriately structure their financing for purposes of funding their corporate and working capital requirements, it is necessary that the company obtains the approval of shareholders in terms of this special resolution number 1.

2. Ordinary Resolution number 1: Directors’ authority to implement company resolutions
“Resolved that 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 meeting.”

By order of the Board

7 November 2018
Cape Town

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