Notice of a Special Shareholders Meeting

MGK BUSINESS INVESTMENTS LTD
(Incorporated in the Republic of South Africa
(Reg no. 1998/001621/06)
(hereafter referred to as “the Company”)
NOTICE OF A SPECIAL SHAREHOLDERS MEETING
Notice is herewith given that a Special Shareholder meeting of MGK Business Investments Ltd
will be held on Tuesday, 22 July 2014 at 10:00 at MGK’s Head Office, First Floor, Plaza Building,
45 Van Velden Street, Brits.
1
The following matters, as prescribed by the Companies Act and the Companies Memorandum
of Incorporation, will be dealt with:
1.1
Special Resolution 1
The following resolution will be presented to the shareholders for consideration and if approved,
for acceptance:
RESOLVED THAT, the Company is hereby converted from a public company into a private
company with effect from the date of filing the notice of amendment as contemplated in Special
Resolution Number 2 with the Companies and Intellectual Property Commission (“Commission”).
The reason for and effect of Special Resolution Number 1: The Company is currently a public
company in accordance with the provisions of the Companies Act, No. 71 of 2008 (“Companies
Act”).This means that the Company is subject to a number of administrative and regulatory
requirements resulting in increased costs and slow processes in the administration and
management of the Company. This is mainly as a result of the Company, being a public company
and falling automatically under the jurisdiction of the Takeover Regulations in terms of the
Companies Act. The new Financial Markets Act, No 19 of 2012, also have the effect that the
Company’s shares trading mechanism should be formalized into a stock exchange which must be
licensed in terms of that act. The dimension of the Company’s shares trading mechanism makes it
impractical and unaffordable to be licensed as a stock exchange. Not any of these onerous
requirements will apply if the Company is a private company.
After consideration, the board of directors of the Company decided that there is no reason for the
appointment of ex officio directors on the board of directors of the Company and it is advisable not
to include the requirement set out in clause 25.3.2 of the existing Memorandum of Incorporation
which refers to the appointment of the Financial Director and Managing Director of MGK Operating
Company (Pty) Ltd as ex officio directors of the Company in the new Memorandum of Incorporation.
The board of directors therefore propose the special resolutions set out in paragraph 1.1 and 1.2
(“Special Resolutions”) to the shareholders in order to convert the Company into a private
company and to accept a new private company’s memorandum of incorporation (which is based
on the existing memorandum of incorporation of the Company).
Copies of the new Memorandum of Incorporation is available for inspection by any person who has
a beneficial interest in any shares of the Company, at the registered office of the Company at First
Floor, Plaza Building, 45 Van Velden Street, Brits, during normal office hours, and on the
website of the Company at www.mgk.co.za (click on “Notices”) from the date of which this notice
of the special shareholders meeting was issued up to and including the date of the special
shareholders meeting or any adjourned meeting.
1.2
Special Resolution Number 2
The following resolution will be presented to the shareholders for consideration and if approved,
for acceptance:
RESOLVED THAT, subject to the acceptance of Special Resolution Number 1, in terms of
section 16(1)(c) of the Companies Act, the existing memorandum of incorporation of the
Company be replaced with the new memorandum of incorporation which is signed by the
Chairperson on the first page for identification purposes and which was available for inspection
in accordance with paragraph 1.1 above, with effect from the date of filing the required notice at
the Commission.
For the reasons and effect of Special Resolution Number 2, refer to paragraph 1.1 above. In
addition to the above, the board of directors of the Company is of the view that it is advisable to
convert the Company into a private company subject to the approval thereof by the shareholders
of the Company by way of a special resolution. The board of directors consider it so expedient
that despite the conversion of the Company into a private company, the Company must still
continue to hold annual general meetings, the financial statements of the Company must still be
audited and the Company must still appoint an audit committee.
1.3
Appointment of an Auditor for the financial year 1 August 2014 to 31 July 2015.
The record date in terms of section 59 of the Companies Act, for shareholders to be registered in the
securities register of the Company and in order to attend the special shareholders meeting of the Company,
and to participate in the meeting and vote, is Friday, 11 July 2014.
Special Resolution Numbers 1 and 2 contained in this notice of a special shareholders meeting requires
the approval of more than 75% of the votes cast in respect of shareholders that is present in person or by
proxy at the special shareholders meeting, subject to the provisions of the Companies Act and the
Companies memorandum of incorporation.
In terms of the Companies Act, any shareholder or his proxy who intends to attend and participate in the
special shareholders meeting must be able to present reasonably satisfactory identification of the
shareholder or as a proxy for a shareholder to attend and participate in the special shareholders meeting.
A green identity document issued by the Department of Home Affairs of South Africa, a driver’s license or
a valid passport will be sufficient identification at the special shareholders meeting.
Any shareholder who is entitled to attend the special shareholders meeting and to vote at such meeting,
may appoint a proxy or proxies to attend the special shareholders meeting, speak at such meeting and
vote in the shareholders place. There is no necessity for the proxy to be a shareholder of the Company.
Forms for the appointment of a proxy is attached hereto as Annexure A and is also available from the
secretary of the Company and must reach the office of the Company at least 48 hours before the special
shareholders meeting, either by hand, post or fax.
_______________
FJJ du Rand (Mr)
Group Secretary
First Floor, Plaza Building, 45 Van Velden Street, Brits, 0250
Tel:
012 381 2838
Fax: 086 718 4152
E-mail: [email protected]
Annexure A
PROXY FORM
MGK BUSINESS INVESTMENTS LTD.
(Incorporated in the Republic of South Africa
(Reg no. 1998/001621/06)
(hereafter referred to as “the Company”)
For use at the special shareholders meeting of MGK Business Investments to be held on 22 July 2014 at
MGK head office, First Floor, Plaza Building, 45 Van Velden Street, Brits at 10:00
I/We (full names and surname)
of (address)
being a member of MGK Business Investments Ltd with number
herewith appoint (see note 1)
of (address)
or in the alternative
of (address)
or
in the alternative the chairperson of the meeting as my/our proxy to act on my/our behalf at the special
shareholders meeting to be held on 22 July 2014 and on every meeting or postponement thereof, and
to vote in favour of and/or against the resolution and/or to abstain from voting in respect of the normal
shares in the issued share capital of the Company registered in my/our name (see note 2).
Indicate instruction to proxy by way of a cross (X) in the applicable space provided hereunder.
Special Resolutions 1 en 2
In favour of
Against
Abstain from
voting
SPECIAL RESOLUTION 1 :
APPROVAL OF CONVERSION TO A
PRIVATE COMPANY
SPECIAL RESOLUTION 2:
APPROVAL OF SUBSTITUTION OF
THE MEMORANDUM OF
INCORPORATION
Signed at
on this
day of
(Signature of shareholder)
If assisted by a guardian (minor or if otherwise applicable):
(Signature of guardian)
(Signature of guardian)
.
Notes
1. A shareholder may complete the name of a proxy or the names of two alternative proxies of the
members choice in the space(s) provided on the proxy form, by completing the form without deletion of
the “the chairman of the annual general meeting”, but any such deletion must be initialled by the
shareholder. The person whose name appears first on the proxy form and is present at the special
shareholders meeting, will be entitled to act as proxy at the special shareholders meeting to the exclusion
of the other proxies.
2. Please indicate by way of a cross in the applicable space, how the proxy should vote on your behalf.
Failure to do so, will be deemed to authorise the proxy to vote in his discretion or to abstain from voting
at the special shareholders meeting in respect of all the votes that the member is entitled to exercise.
3. Proxy forms must be handed in, posted or faxed to the registered office of the Company at
First Floor, Plaza Building, 45 Van Velden Street, Brits, 0250 or fax 086 718 4152, to reach the
secretary of the Company by no later than 48 hours before the meeting, provided that the
chairman of the meeting, in his sole discretion, may require the original proxy form in the event
that it was faxed to the secretary.
4. The completion and handing in of this proxy form do not prevent the member to attend the special
shareholders meeting himself or to speak and vote to the exclusion of any proxies appointed in terms of
this proxy form. Any amendment of or addition to this proxy form must be initialled by the
signatory/signatories.
5. Documentary proof that confirms the authority of a person who signs this proxy form in a
representative capacity, must be attached to the proxy form, unless it has been handed in to the secretary
on a previous occasion, or the chairman waives the requirement at the meeting.
6. A minor must be assisted by his guardian, unless a document proving his legal capacity that has
already been handed in to the secretary, is presented.

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