Notice of Annual General Meeting
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ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP ISIN: ZAE000037651
("Acucap" or "the company")
Notice is hereby given that the annual general meeting of linked unit holders of Acucap will be held at the The Cape Grace Hotel, West Quay, V&A Waterfront, Cape Town on Friday 27 August 2010 at 15h00 for the following purposes:
Section A
To consider and, if deemed fit, pass, with or without modification the following ordinary resolutions:
1. To receive and adopt the audited annual financial statements and group annual financial statements for the year ended 31 March 2010.
2. To re-elect, by separate resolution, RC Frolich, BS Kantor, B Stevens and PA Theodosiou who retire in terms of paragraph 13 of the articles of association, and who, being eligible, offer themselves for re-election. Abridged curriculum vitae of the above directors appear on pages 16 and 17 of the annual report of which this notice of annual general meeting forms part.
3. To approve R1 101 250 as the remuneration of the non-executive directors for the year ended 31 March 2010.
4. To authorise the directors to determine the remuneration of the auditors.
5. To re-appoint KPMG Inc., with the designated audit partner being Mr P Farrand, as auditors of the company for the ensuing year.
Section B
As special business to consider and, if deemed fit, pass with or without modification, which modification is capable of being substantive in nature, the following ordinary resolutions:
Ordinary Resolution Number 6
“Resolved that the authorised but unissued share capital of the company from time to time be placed under the control of the directors of the company until the next annual general meeting, with the authority to allot and issue all or part thereof in their discretion, subject to the restrictions set out below, the articles of association of the company, sections 221 and 222 of the Companies Act, 1973 (Act 61 of 1973), as amended (the “Act”), and the Listings Requirements of the JSE Limited (the “JSE”) and provided that each ordinary share is linked to one subordinated unsecured variable rate debenture of R9.99 (nine rand and ninety-nine cents) each.”
• issues in the aggregate in any one financial year may not exceed 10% of the number of ordinary shares in the company’s issued share capital. The number of linked units which may be issued shall be based on the number of linked units in issue, added to those that may be issued in future (arising from the conversion of options/convertibles) at the date of such application, less any linked units issued, or to be issued in future arising from options/convertible ordinary shares issued during the current financial year; plus any linked units to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten, or an acquisition which has had final terms announced;
• in determining the price at which an issue of linked units may be made in terms of this authority, the maximum discount permitted will be 5% of the weighted average traded price on the JSE of those linked units over the 30 business days prior to the date that the price of the issue is agreed between the company and the party/ies subscribing for the linked units;
• this authority will only be valid until the company’s next annual general meeting (whereupon this authority shall lapse, unless it is renewed at the aforementioned annual general meeting, provided that it shall not extend beyond 15 months of the date of this meeting).
Ordinary Resolution Number 7
“Resolved that subject to the restrictions set out below and subject to the provisions of the Act and the Listings Requirements of the JSE, the directors of the company be and are hereby authorised by way of a general authority to allot and issue any portion of the ordinary shares for cash, on the following basis:
• that each ordinary share is linked to one subordinated unsecured variable rate debenture of R9.99 (nine rand and ninety-nine cents) each thereby constituting a linked unit;
• the equity securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;
• any such issue will only be made to ‘public shareholders’ and not to related parties, all as defined by the Listings Requirements of the JSE;
• after the company has in terms of this authority issued linked units for cash equivalent to 5% or more of the number of linked units of that class in issue prior to that issue, the company shall publish an announcement containing full details of such issue/s (including the number of linked units issued, the average discount to the weighted average traded price of the linked units over the 30 days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the linked units and the effects of the issue on the net asset value per linked unit, net tangible asset value per linked unit, earnings per linked unit, headline earnings per linked unit, and, if applicable, diluted earnings and headline earnings per linked unit);
• this authority will only be valid until the company’s next annual general meeting (whereupon this authority shall lapse, unless it is renewed at the aforementioned annual general meeting, provided that it shall not extend beyond 15 months of the date of this meeting);
• issues in the aggregate in any one financial year may not exceed 5% of the number of ordinary shares in the company’s issued share capital. The number of linked units which may be issued shall be based on the number of linked units in issue, added to those that may be issued in future (arising from the conversion of options/convertibles) at the date of such application, less any linked units issued, or to be issued in future arising from options/convertible ordinary shares issued during the current financial year; plus any linked units to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten, or an acquisition which has had final terms announced; and
• in determining the price at which an issue of linked units may be made in terms of this authority, the maximum discount permitted will be 5% of the weighted average traded price on the JSE of those linked units over the 30 business days prior to the date that the price of the issue is agreed between the company and the party/ies subscribing for the linked units. ”
In terms of the Listings Requirements of the JSE, a 75% majority is required of votes cast by the linked unit holders present or represented by proxy at the annual general meeting of the company to approve the resolution regarding the general authority.
Ordinary Resolution Number 8
“Resolved that the Trust Deed governing The Acucap Unit Purchase Trust (adopted by the company on 29 March 2005, as amended) (the “Unit Purchase Trust”) be amended in order to comply with the revised requirements of the JSE for incentive schemes, by addendum thereto, in accordance with the draft Second Addendum tabled at the meeting and initialed by the Chairperson for identification purposes, which addendum may be executed by any director of the company on the other.”
The addendum provides, inter alia, that:
1. the scheme allocation is limited to a maximum number of 13 800 000 units (comprising 8.72% of the units issued by the company as at 3 June 2010), whereas the trust deed currently provides that the scheme allocation is such number of units in the company as are equal to 7,5% of the units issued by the company from time to time (which, as at 3 June 2010 constituted 11 863 031 units in number); and
2. the maximum number of the scheme allocation to which any one participant in the scheme may acquire pursuant thereto will not exceed 4 500 000 (four million five hundred thousand) units in number, whereas the trust deed currently provides that the maximum number of scheme units which any one participant will be entitled to acquire pursuant to the trust may not exceed such number of units as may be determined from time to time by the directors, in conjunction with the JSE, which number may not exceed 3% of the units issued by the company from time to time (which, as at 3 June 2010 constituted 4 745 212 units in number).
The Trust Deed governing The Acucap Unit Purchase Trust, together with the addendum thereto, will be available for inspection during normal business hours at the registered office of the company from the date of issue of the annual report of which this notice of annual general meeting forms part, up to and including the date of the annual general meeting.
The salient features of The Acucap Unit Purchase Trust are set out in Annexure 1 to this notice of annual general meeting.
In terms of the Listings Requirements of the JSE, a 75% majority is required of votes cast by the linked unit holders present or represented by proxy at the annual general meeting of the company to approve the resolution regarding the general authority, with votes attaching to units owned or controlled by persons who are existing participants in the scheme excluded from voting.
Section C
To transact such other business as may be transacted at an annual general meeting.
Voting and Proxies
A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies (who need not be a member of the company) to attend, speak and vote in his/her stead. For the convenience of registered members of the company, a form of proxy is enclosed herewith.
The form of proxy, (download), is only to be completed by those members who:
• hold linked units in certificated form; or
• are recorded on sub-register in dematerialised electronic form with “own name” registration.
All other beneficial owners who have dematerialised their ordinary shares through a Central Securities Depository Participant (“CSDP”) or broker and wish to attend the annual general meeting, must instruct their CSDP or broker to provide them with the Letter of Representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. These members must not use a form of proxy.
The transfer secretaries of the company, namely Computershare Investor Services (Proprietary) Limited, must receive forms of proxy by no later than 15h00 on Wednesday 25 August 2010. Any member who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting should the member decide to do so.
By order of the board
CB Marlow
Company Secretary
Address of registered office
Suite A11
Westlake Square
Westlake Drive
Westlake
Cape Town, 7966
Address of transfer secretaries
70 Marshall Street
Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)