NOTICE TO MEMBERS
Notice is hereby given that
the fourth annual general meeting of members of Rebhold Limited will be held
in the boardroom, 3rd Floor, 3 Merchant Place, 1 Fredman Drive, Sandton at 11:00
on Monday 17 January 2000 to conduct the following business:
- To receive and consider
the annual financial statements for the year ended 30 June 1999.
- Re-election of directors
who retire in accordance with the provisions of the company's articles of
association.
- To consider and, if deemed
fit, to pass, with or without modification, the following ordinary resolution:
" Resolved that the authorised but unissued shares in the capital of
the company be placed under the control of the directors of the company to
allot or issue such shares at their discretion, subject to the provisions
of the Companies Act, and the Rules and Requirements of the Johannesburg
Stock Exchange ["JSE"].
- To consider, and if deemed
fit, to pass, with or without modification, the following ordinary resolution:
" Resolved that the directors of the company be and they are hereby
authorised by way of a general authority to issue all or any of the authorised
but unissued shares in the capital of the company for cash, as and when they
in their discretion deem fit subject to the following limitations:
- that this authority shall be valid until the next annual general meeting
of the company, provided it shall not extend beyond 15 months from the date
that this authority is given, whichever date is the earlier;
- that a paid press announcement giving full details, including the impact
on net asset value and earnings per share, will be published at the time of
any issue of shares representing, on a cumulative basis within one year, 5%
or more of the number of the company's shares in issue prior to any such issue;
-that issues in the aggregate in any one year shall not exceed 10% of the
number of shares of the company's issued share capital, provided further that
such issues shall not in aggregate in any three year period exceed 15% of
the company's issued share capital;
- that, in determining the price at which an issue of shares may be made in
terms of this authority, the maximum discount permitted will be 10% of the
average closing prices determined over the 30 days prior to either the date
of the paid press announcement or, where no press announcement is required
and none has been made, the date of issue of the shares. Issues at a discount
greater than 10% may be undertaken subject to specific shareholder consent;
and
-that any such issue will only be made to public shareholders as defined by
the JSE."
As more than 35% of Rebhold's
issued share capital is in the hands of the public, as defined by the JSE, the
approval of a 75% majority of the votes cast by shareholders present or represented
by proxy at this annual general meeting is required for the authority in 4 above
to become effective.
A member who is entitled
to attend and vote at the meeting may appoint a proxy to attend, speak and vote
in his stead. A proxy need not be a member of the company. Proxy forms should
be forwarded to reach the company's transfer secretaries at least 24 hours before
the meeting. The appointment of a proxy will not preclude a member from attending
the meeting.
By order of the board
Rebhold Management Services
( Proprietary ) Limited
Secretary
6 December 1999
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