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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 Welkom Yizani Investments (RF) 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, immediately after the conclusion of the Media24 Holdings Proprietary Limited annual general meeting, which is scheduled to be held at 11:00 on that day.

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 shareholder from attending and voting (in preference to that shareholder’s proxy) at the annual general meeting.

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 or his/her proxies.

Identification of meeting participants

Kindly note that meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. 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 below; 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 securities 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 ordinary resolutions below requires the support of a majority of votes exercised by shareholders present or represented by proxy at the meeting in order to be adopted:

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

The summarised annual financial statements of the company for the preceding financial year 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.welkomyizani.co.za. A copy is also available on request during normal business hours at the company’s registered office: 40 Heerengracht, Cape Town 8001 (contact person – Mr Manie Mayman).
2. After having 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, the board approved that the following dividends be declared, which the shareholders hereby approve:

a) 29,4 cents per ordinary share, and
b) 46,6 cents per preference share.
3. After having 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, the board approved that the following special dividends be declared, which the shareholders hereby approve:

a) 20,5 cents per ordinary share, and
b) 32,2 cents per preference share.
4. To reappoint, on the recommendation of the company’s audit committee, PricewaterhouseCoopers Inc. as independent registered auditor of the company (noting that Mr R Jacobs 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 Mr A H Adhikari, who retires by rotation and, being eligible, offers himself for re-election as a director of the company. His brief biographical details are included in this integrated annual report. The board unanimously recommends that the re-election of Mr A H Adhikari in terms of resolution 5 be approved by the shareholders of the company.
6. To appoint audit committee members as required in terms of the Act and as recommended by the King Code on Corporate Governance for South Africa 2009 (King III) (chapter 3).

The board is 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 therefore unanimously recommends the appointment of Prof R C C Jafta, Messrs P O Goldhawk and A H Adhikari 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 members of the audit committee will be conducted by way of a separate ordinary resolution in respect of each individual.
7. Each of the directors of the company is hereby authorised to do all things, perform all acts and sign all documentation necessary to effect the implementation of the ordinary resolutions adopted at this annual general meeting.

Other business

To transact such other business as may be transacted at an annual general meeting.

General

Forms of proxy must be deposited at the company’s transfer secretaries, 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 fort-yeight (48) hours (Saturdays, Sundays and public holidays shall not be taken into account) before the annual general meeting.

By order of the board

L J Klink
Company secretary

31 July 2015
Cape Town