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Notice of annual general meeting

Notice is hereby given in terms of the Companies Act No 71 of 2008, as amended (“the Act”), that the ninth annual general meeting of Media24 Holdings Proprietary Limited (“the company”) will be held at Auditorium 2, Cape Town International Convention Centre, Convention Square, 1 Lower Long Street, Cape Town on Monday 31 August 2015 at 11:00.

Please note that the registration counter for purposes of registration to vote at this meeting on Monday 31 August 2015, will close at 10:45 on that day.

Record date, attendance and voting

The record date for the meeting is 17 August 2015, being the date on which a person must be registered as a shareholder of the company for purposes of being entitled to attend and vote at the annual general meeting.

A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more person(s) as a proxy or proxies to attend, participate in and vote at the meeting in the place of the shareholder. A proxy need not be a shareholder of the company.

A form of proxy, which includes the relevant instructions for its completion, is attached for the use of shareholders who wish to be represented at the annual general meeting. Completion of a form of proxy will not preclude such a shareholder from attending and voting (in preference to that shareholder’s proxy) at the annual general meeting.

Identification of meeting participants

Kindly note that, before any person may attend or participate in a shareholders’ meeting, that person must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that person to vote, either as a shareholder or as a proxy for a shareholder, has been reasonably verified. Forms of identification include valid identity documents, driver’s licences and passports.

Purpose of meeting

The purpose of the meeting is: (i) to present the directors’ report, the audited annual financial statements of the company for the immediately preceding financial year and the audit committee report; (ii) to consider and, if approved, to adopt, with or without amendment, the resolutions set out herein; and (iii) to consider any matters raised by the shareholders of the company, with or without advance notice to the company.

Electronic participation

Shareholders entitled to attend and vote at the meeting or proxies of such shareholders shall be entitled to participate in the meeting (but not vote) by electronic communication. Should a shareholder wish to participate in the meeting by electronic communication, the shareholder concerned should advise the company thereof by no later than 09:00 on Wednesday 19 August 2015 by submitting via registered mail addressed to the company (for the attention of Ms Lurica Klink), relevant contact details as well as full details of the shareholder’s title to shares issued by the company and proof of identity, in the form of certified copies of identity documents and written confirmation from the transfer secretary confirming the shareholder’s title to the shares.

Upon receipt of the required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the annual general meeting. Shareholders must note that access to the electronic communication will be at the expense of the shareholders who wish to use the facility.

Ordinary resolutions

Each of the following ordinary resolutions requires the support of a majority of votes exercised by shareholders present or represented by proxy at this meeting in order to be adopted:

1. To consider and accept the annual financial statements of the company and the group for the twelve (12) months ended 31 March 2015 and the reports of the directors, the auditor and the audit committee.

The summarised annual financial statements are included in the integrated annual report of which this notice forms part.

The complete annual financial statements of the company for the preceding financial year can be obtained at www.media24.com. A copy is also available on request during normal business hours at Media24’s registered office: 40 Heerengracht, Cape Town 8001 (contact person – Mr Manie Mayman).
2. To approve a dividend of R144 803 667 in the issued share capital of the company, as proposed by the board, after the board applied the solvency and liquidity tests contemplated in the Act in terms of which it has concluded that the company will satisfy such tests immediately after completing the proposed distribution.
3. To approve a special dividend of R100 000 000 in the issued share capital of the company, as proposed by the board, after the board applied the solvency and liquidity tests contemplated in the Act in terms of which it has concluded that the company will satisfy such tests immediately after completing the proposed distribution.
4. To reappoint, on the recommendation of the company’s audit committee, PricewaterhouseCoopers Inc. as the independent registered auditor of the company (noting that Mr H Zeelie is the individual registered auditor of that firm who will undertake the audit) for the period until the next annual general meeting of the company.
5. To elect Profs R C C Jafta and D Meyer and Mrs G M Landman, who retire by rotation and, being eligible, offer themselves for re-election as directors. Their brief biographical details are included in this integrated annual report. The board unanimously recommends that the re-election of directors in terms of resolution 5 be approved by the shareholders of the company. The re-election of each director will be carried out in separate ordinary resolutions.
6. To confirm the appointment of Messrs J P Bekker and T D Petersen as directors of the company. Brief biographical details of aforesaid directors are included in this integrated annual report. The appointment of each of the aforesaid directors will be conducted by way of a separate ordinary resolution in respect of each person.
7. To appoint the audit committee members as required by the Act and as recommended by the King Code on Corporate Governance for South Africa 2009 (King III) (chapter 3).

The board and the nomination committee are satisfied that the company’s audit committee members are suitably skilled and experienced independent non-executive directors. Collectively they have sufficient qualifications and experience to fulfil their duties, as contemplated in regulation 42 of the Companies Regulations 2011. They have a comprehensive understanding of financial reporting, internal financial controls, risk management and governance processes within the company, as well as International Financial Reporting Standards and other regulations and guidelines applicable to the company. They keep up to date with developments affecting their required skills set.

The board and the nomination committee therefore unanimously recommend the appointment of Messrs S S de Swardt and T D Petersen, and Mrs J C Held as members of the audit committee. Their brief biographical details are included in this integrated annual report.

The appointment of the members of the audit committee will be conducted by way of a separate ordinary resolution in respect of each person.
8. To endorse the company’s remuneration policy, as set out in the remuneration report, included in the integrated annual report, by way of a non-binding advisory vote.

The following special resolutions will be considered at the annual general meeting and, if approved, will be adopted with or without amendment:

Special resolutions

Each of the special resolutions below requires the support of at least 75% of the votes in respect of the relevant resolution exercised by shareholders present or represented by proxy at this meeting in order to be adopted.

1. That the company or any of its subsidiaries be and are hereby authorised to acquire ordinary shares issued by the company from any person whatsoever (including any director or prescribed officer of the company or any person related to any director or prescribed officer of the company), in terms of and subject to the Act.

The reason for and effect of special resolution number 1 is to grant the company the general authority in terms of the Act for acquisition of the company’s ordinary shares by the company or a subsidiary of the company.
2. That the company, as authorised by the board, may generally provide, in terms of and subject to the requirements of section 44 of the Act, any financial assistance by way of a loan, guarantee, the provision of security or otherwise to a related or inter-related company or corporation, or to a member of a related or inter-related corporation 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, pursuant to the authority hereby conferred upon the board for these purposes.

The reason for and effect of special resolution number 2 is to approve generally the provision of financial assistance to the potential recipients as set out in the resolution.
3. That the company, as authorised by the board, may generally provide, in terms of and subject to the requirements of section 45 of the Act, any direct or indirect financial assistance to a related or inter-related company or corporation, or to a member of a related or inter-related corporation, pursuant to the authority hereby conferred upon the board for these purposes.

The reason for and effect of special resolution number 3 is to approve generally the provision of financial assistance to the potential recipients as set out in the resolution.

Ordinary resolution
9. Each of the directors of the company is hereby authorised to perform all such acts and sign all such documentation as may be necessary to effect the implementation of the ordinary and special resolutions adopted at this annual general meeting.

Other business

To transact any other business that may be transacted at an annual general meeting.

General

Subject to the proxies given by Welkom Yizani Investments (RF) Limited “Welkom Yizani” to its shareholders to vote at the annual general meeting of the company in its stead, the ordinary shareholders of the company are entitled to attend, speak and vote at the annual general meeting (with each ordinary share in the company giving its holder one vote).

Votes at the annual general meeting will be taken by way of a poll and not on a show of hands. Each ordinary shareholder present or represented by proxy will be entitled to that number of votes equal to the number of ordinary shares held by such ordinary shareholder.

Forms of proxy must be deposited at Equity Express, a division of Singular Systems Proprietary Limited, 71 Corlett Drive, Birnam 2196 or PO Box 1266, Bramley 2018 to reach them not less than forty-eight (48) hours (Saturdays, Sundays and public holidays are not taken into consideration) before the annual general meeting.

Pursuant to the provisions of article 6.8 of the memorandum of incorporation of the company, each shareholder of Welkom Yizani has been irrevocably appointed as a proxy for Welkom Yizani and is entitled, at the annual general meeting of the company, to exercise one vote for each share that the relevant shareholder holds in Welkom Yizani.

By order of the board

L J Klink
Company secretary

31 July 2015
Cape Town