Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretation commencing on page 4 of this circular apply to this circular, including this cover page.
If you are in any doubt as to what action to take in relation to this circular, please consult your CSDP, broker, banker or other professional adviser immediately.
ACTION REQUIRED
1. This circular is important and should be read with particular attention to page 2 entitled “Action required” which sets out the action required by
shareholders of Alert Steel with regard to this circular.
2. If you have disposed of all your shares in Alert Steel, please forward this circular to the purchaser of such shares or to the CSDP, broker, banker or
other agent through whom the disposal was effected.
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) CIRCULAR TO ALERT STEEL SHAREHOLDERS
• authorisation of the issue of more than 30% of the shares currently in issue;
• a notice convening a general meeting of the shareholders of the company; and
• a form of proxy in respect of the general meeting of shareholders (for use by certificated shareholders and
dematerialised shareholders who have selected “own name” registration only).
Designated Adviser
Attorneys
Exchange Sponsors
Fluxmans Inc.
Date of issue: 29 November 2013
This circular is available in English only and copies thereof may be obtained from the offices of the company at the address reflected on the Corporate Information page of this circular. In addition, this circular is available in electronic form on the company’s website (www.alertsteel.co.za).
CONTENTS
Corporate information
Action required
Salient dates and times
Definitions and interpretations
Circular to Alert Steel shareholders
Notice of general meeting of Alert Steel shareholders
Form of proxy – general meeting of shareholders
CORPORATE INFORMATION
REGISTERED OFFICE OF ALERT STEEL
COMPANY SECRETARY
Date of incorporation: 3 July 2003
Place: Pretoria
TRANSFER SECRETARIES
DESIGNATED ADvISER
Computershare Investor Services Proprietary Limited Exchange Sponsors (2008) Proprietary Limited Ground Floor, 70 Marshall Street, Johannesburg, 2001 ATTORNEYS
Fluxmans Inc.
ACTION REQUIRED
Please take careful note of the fol owing provisions regarding the action required by Alert Steel shareholders.
If you are in any doubt as to what action to take, please consult your CSDP, broker, banker, attorney, accountant
or other professional adviser immediately.
You should read this document carefully and decide how you wish to vote on the resolutions to be proposed at the general The general meeting, convened in terms of the notice incorporated in this document, will be held at the company’s offices, corner of Engelbrecht and Lanham streets, East Lynne, Pretoria at 10:00 on Thursday, 9 January 2014.
If you have disposed of all your shares in Alert Steel, please forward this circular to the purchaser of such shares or to the CSDP, broker, banker or other agent through whom the disposal was effected.
DEMATERIALISED SHAREHOLDERS OTHER THAN WITH OWN-NAME REGISTRATION
You are entitled to attend or be represented by proxy at the general meeting. You must NOT, however, complete the attached form of proxy. You must advise your CSDP or broker timeously if you wish to attend or be represented at the If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and provide them with your voting instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of the mandate entered into between yourselves.
If you wish to attend, or to be represented at, the general meeting, your CSDP or broker will be required to issue the necessary letter of representation to you to enable you to attend or to be represented at the general meeting.
CERTIFICATED SHAREHOLDERS AND SHAREHOLDERS WHO HOLD SHARES WITH OWN-NAME REGISTRATION
IN DEMATERIALISED FORM
You are entitled to attend, or to be represented by proxy at, the general meeting. However, if your shares are held through a nominee or broker, you must inform that nominee or broker of your intention to attend the general meeting and obtain the necessary letter of representation from that nominee or broker or provide your nominee or broker with your voting instructions should you not be able to attend the general meeting in person.
If you are unable to attend the general meeting, but wish to be represented thereat, you must complete and return the attached form of proxy, in accordance with the instructions contained therein, to be received by the transfer secretaries by no later than 10:00 on Tuesday, 7 January 2014, or you may hand the completed form of proxy to the chairman of the general meeting at any time prior to the commencement of voting on the resolutions.
Alert Steel does not accept any responsibility and wil not be held liable for any failure on the part of the broker
or CSDP (as the case may be) of a dematerialised shareholder to notify such dematerialised shareholder of the
details of this circular.
ELECTRONIC PARTICIPATION
In terms of section 61(10) of the Companies Act, every shareholders meeting of a public company must be reasonably accessible within South Africa for electronic participation by shareholders. Shareholders wishing to participate electronically in the general meeting are required to deliver written notice to the Company at corner Engelbrecht and Lanham Streets, East Lynne, Pretoria (marked for the attention of Mr MM Patel) by no later than 10:00 on Tuesday, 31 December 2013, that they wish to participate via electronic communication at the general meeting (the “electronic notice”). In order for the electronic notice to be valid it must contain: if the shareholder is an individual, a certified copy of his identity document and/or passport; if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution. The relevant resolution must set out who from the relevant entity is authorised to represent the relevant entity at the general meeting via a valid e-mail address and/or facsimile number (the “contact address/number”); and if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to vote via electronic communication. By no later than 10:00 on Friday, 3 January 2014, the company shall use its reasonable endeavours to notify (at its contract address/number) each shareholder who has delivered a valid electronic notice of the relevant details through which such shareholder can participate in the general meeting via electronic SALIENT DATES AND TIMES
Circular posted to Alert Steel shareholders recorded in the register at the close of business on Friday, 22 November 2013 Last date to trade in order to be eligible to vote at the general meeting Record date to be eligible to vote at the general meeting Last date for receipt of forms of proxy for the general meeting by 10:00 on Results of the general meeting released on SENS on Note:
1.
The above dates and times are subject to amendment and any amendment wil be released on SENS. DEFINITIONS AND INTERPRETATIONS
In this circular, unless the context indicates otherwise, reference to the singular shall include the plural and vice versa,words denoting one gender include the others, words and expressions denoting natural persons include juristic persons and associations of persons and the words and expressions in the first column have the meanings stated opposite them the Companies Act, 2008 (Act 71 of 2008), as amended and including the regulations to such Act from time to time; Alert Steel Holdings Limited (Registration number 2003/005144/06), a public company incorporated in accordance with the laws of South Africa and the Cannistraro Investments 282 Proprietary Limited (Registration number 2011/008136/07), a private company incorporated in accordance with the laws of South Africa and which is 100% owned by Mr Rayhaan Hassim; Alert Steel shareholders who hold certificated shares; Alert Steel shares in respect of which physical Alert Steel share certificates this circular, dated 29 November 2013, including the notice of general meeting the proposed renounceable Claw Back Offer by Alert Steel of 48 000 000 ordinary shares at a subscription price of 200 cents per share in the ratio of 92,443449 new ordinary shares for every 100 ordinary shares held in Alert Steel at the close of business on Friday, 31 January 2014; the Companies and Intellectual Property Commission established in terms of Central Securities Depository Participant accepted as a participant in terms of the Custody and Administration of Securities Act, 1992 (Act 85 of 1992), appointed by an individual shareholder for purposes of, and in regard to, the dematerialisation of documents of title for purposes of incorporation into the a shareholder who holds dematerialised shares; shares which have been incorporated into the Strate system and which are no longer evidenced by physical documents of title, but the evidence of ownership of which is determined electronically and recorded in the sub-register Exchange Sponsors (2008) Proprietary Limited (Registration number 2008/019553/07), a private company incorporated in accordance with the laws of South Africa, a designated adviser as contemplated in the Listings “directors” or “board of directors” the general meeting of shareholders to be held at 10:00 on Thursday, 9 January 2014, convened in terms of the notice of general meeting included the JSE Limited (Registration number 2005/022939/06), a limited liability public company incorporated in accordance with the laws of South Africa which operates a securities exchange licensed in terms of the Securities the last practicable date prior to the finalisation of this circular, which date was the Listings Requirements of the JSE, as amended from time to time; the resolutions recorded in the notice of general meeting attached to this the Sale Agreement between Build Kwik Wholesalers Proprietary Limited and Alert Steel Proprietary Limited, dated 28 November 2013 for the purchase of ordinary no par value shares in Alert Steel; the settlement and clearing system used by the JSE, managed by Strate Limited (Registration number 1998/022242/06), a company duly registered and incorporated with limited liability in accordance with the laws of South Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company duly registered and incorporated in accordance with the laws of South Africa.
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) DIRECTORS:
Non-executive: MM Patel (Independent Non-Executive Chairman), WP van der Merwe (Independent Non-Executive Director),
BS Mahuma (Independent Non-Executive Director), AE Loonat (Independent Non-Executive Director) Executive: PN Dodson (Chief Executive Officer), MSI Gani (Chief Financial Officer)
CIRCULAR TO ALERT STEEL SHAREHOLDERS
INTRODUCTION
Shareholders were notified on SENS on 17 October 2013 that the board of directors had decided to proceed with a rights offer. On 28 November 2013 shareholders were advised that the rights offer will be replaced with a renounceable Claw Back Offer. In terms of the Claw Back Offer, 48 000 000 shares of no par value will be issued to Cannistraro at a subscription price of 200 cents per Claw Back Share, which shares other shareholders will be entitled to claw back, in the ratio of 92,443449 Claw Back Shares for every 100 Alert Steel shares held at the close of trade on Friday, 31 January 2014.
Section 41(3) of the Act requires approval by shareholders by special resolution if the shares that are to be issued in terms of the Claw Back Offer will be equal to or exceed 30% of the shares held by shareholders immediately Alert Steel currently has 400 000 000 shares of no par value authorised and 51 999 636 shares of no par value in issue. 48 000 000 new shares will be issued in terms of the Claw Back Offer, which represent 92% of the shares currently in issue. A special resolution will therefore be required to authorise such issue and has been included in the resolutions to be considered at the general meeting. The passing of this special resolution is a condition precedent of the Claw Back Offer. Once the special resolution has been passed, a Claw Back Offer circular will be PURPOSE OF THIS CIRCULAR
The purpose of this circular is to convene a general meeting of Alert Steel shareholders in order to pass, with or without amendment, a special resolution in terms of Section 41(3) of the Act to authorise the issue of 48 000 000 shares to Cannistraro in terms of the Claw Back Offer. Such resolution is fully set out in the notice of general meeting attached to and forming part of this circular. MATERIAL CHANGES
The directors report that there have been no material changes in the financial or trading position or the assets and liabilities of Alert Steel between the year ended 30 June 2013 and the last practicable date save for the acquisition by Alert Steel Proprietary Limited of the Revised Build Kwik Agreement and the Claw Back Offer.
LITIGATION STATEMENT
There are no legal or arbitration proceedings against the Group nor, as far as the directors are aware, are there any legal or arbitration proceedings pending or threatened against the company, which have or may have had, in the 12 months preceding the last practicable date, a material effect on the Group’s financial position.
MATERIAL CONTRACTS
No other material contracts have been entered into (either verbally or in writing) by Alert Steel and/or its subsidiaries, other than in the ordinary course of business, during the two years preceding the last practicable date save for: the material contracts referred to in the circular issued to shareholders dated 29 August 2011; Alert Steel Tshwane, a subsidiary of Alert Steel Holdings has entered into a three year supply contract with Transnet from 1 July 2012. The contract entails the supply of Carbon steel to Transnet’s Koedoespoort and Germiston plants for a three year period. The total contract value is estimated to be at least R90 000 000 DIRECTORS’ RESPONSIBILITY STATEMENT
The directors of Alert Steel, whose names appear on page 6 of this circular, collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made.
DIRECTORS’ OPINION
The directors of Alert Steel have considered the proposed resolutions and are of the unanimous opinion that the passing of all the resolutions is in the interests of Alert Steel and its shareholders. The directors of Alert Steel recommend that shareholders vote in favour of all the resolutions to be proposed at the Those directors of Alert Steel who own shares in their own right intend to vote in favour of all the resolutions 8. EXPENSES
The estimated costs of this circular and implementing the resolutions, exclusive of Value-Added Tax, are as follows: Expenses
Designated Adviser – Exchange Sponsors Transfer Secretaries – Computershare Investor Services Estimated total
CONSENTS
The Designated Adviser, attorneys and the transfer secretaries have consented in writing to act in the capacity stated and to the inclusion of their names in this circular in the form and context in which they appear and have not withdrawn their consents prior to the publication of this circular.
10. GENERAL MEETING AND vOTING RIGHTS
The general meeting of Alert Steel shareholders will be held at 10:00 on Thursday, 9 January 2014 at the offices of Alert Steel, corner of Engelbrecht and Lanham Streets, East Lynne, Pretoria in order to consider and, if deemed fit, pass with or without modification, the special and ordinary resolutions proposed to be passed at the general Attached to and forming part of this circular is a notice convening the general meeting of shareholders.
A form of proxy for use by registered holders of certificated shares and holders of dematerialised shares in their own name who are unable to attend the general meeting of shareholders and wish to be represented thereat, is included Shareholders who have dematerialised their Alert Steel shares and do not have own-name registration must inform their CSDP or stockbroker of their intention to attend the general meeting of shareholders and request their CSDP or stockbroker to issue them with the necessary letter of representation to attend or provide their CSDP or stockbroker with their voting instructions should they not wish to attend the general meeting in person but wish to 11. DOCUMENTS AvAILABLE FOR INSPECTION
The following documents, or copies thereof, will be available for inspection at the registered office of Alert Steel during normal office hours from the issue date of this circular up to and including the date of the general meeting: the current Memorandum of Incorporation of Alert Steel; the audited financial statements of Alert Steel for all the years since its incorporation until the year ended 30 a signed copy of the Revised Build Kwik Sale Agreement; a signed copy of the Claw Back Offer Agreement; a signed copy of the supply contract with Transnet; a signed copy of all material contracts referred to in the circular issued to shareholders dated 29 August written consents from each of the advisers referred to in paragraph 9.
Signed at Pretoria on 29 November 2013 on behalf of all the directors in terms of a directors’ resolution by: PN Dodson
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) NOTICE OF GENERAL MEETING OF ALERT STEEL SHAREHOLDERS
The definitions and interpretations commencing on page 4 of the circular, to which this notice of general meeting has been at ached, apply equal y to this notice of general meeting. Notice is hereby given that a general meeting of shareholders of the company will be held at the company’s offices at corner of Engelbrecht and Lanham Streets, East Lynne, Pretoria on Thursday, 9 January 2014 at 10:00, for the purposes of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolutions set out below.
The passing of the ordinary resolution is, subject to the approval of more than 50% of the voting rights exercised on such resolutions, and the passing of the special resolution is subject to the approval of at least 75% of the voting rights The record date in terms of section 59 of the Act for shareholders to be recorded on the shareholders register of the Company in order to be able to attend, participate and vote at the general meeting is Friday, 3 January 2014.
SPECIAL RESOLUTION NUMBER 1
Authority to issue 48 000 000 shares being more than 30% of shares currently in issue
“RESOLVED that shareholders hereby approve and authorise the issue of 48 000 000 (forty-eight million) new ordinary no par value shares in the company (which represent more than 30% of the shares in issue prior to such issue) to Cannistraro, to enable the company to implement the Claw Back Offer.” Percentage of voting rights required to pass this resolution: Not less than 75% of the votes exercised on this resolution.
Reason for and effect of special resolution number 1
The reason for Special Resolution number 1 is to approve and authorise, as required by the Act, the issue of more than 30% of the shares currently in issue, for the purposes of the Claw Back Offer. Refer to the circular accompanying this notice for further details in relation to the Claw Back Offer.
ORDINARY RESOLUTION NUMBER 1
Authority
“RESOLVED that any director of the company be and is hereby authorised, instructed and empowered, on behalf of the company, to take all such steps, sign all such documents and procure the doing of all such things as may be necessary or requisite to implement and give effect to the ordinary resolution and special resolution set out in this notice of general meeting to the extent that such resolutions are passed at the general meeting.” Percentage of voting rights required to pass this resolution: More than 50% of the votes exercised on this resolution. vOTING, PROXIES AND ELECTRONIC PARTICIPATION
Shareholders who have not dematerialised their shares or who have dematerialised their shares with “own-name” registration, and who are entitled to attend and vote at the general meeting, are entitled to attend the general meeting in person or to appoint one or more proxies to attend, speak and vote in their stead. A proxy need not be a shareholder and shall be entitled to vote on a show of hands or a poll. It is requested that forms of proxy be forwarded so as to reach the transfer secretaries no later than 10:00 on Tuesday, 7 January 2014. If forms of proxy are not delivered to the transfer secretaries by such date and time, such shareholders may nevertheless at any time prior to the commencement of the voting on the resolutions at the general meeting, be entitled to lodge such form of proxy, in accordance with the instructions therein with the chairman of the general meeting.
On a show of hands, every shareholder present in person or represented by proxy and entitled to vote shall have only one vote irrespective of the number of shares held by such shareholder. On a poll, every shareholder present in person or represented by proxy and entitled to vote shall be entitled to one vote for every share held or represented by that shareholder. On a poll taken at any such meeting a shareholder entitled to more than one vote need not, if he votes, use all of his votes, or cast all the votes he uses in the same way.
Shareholders who have dematerialised their shares, other than those who have dematerialised their shares with “own name” registration, should contact their CSDP or broker in the manner and time stipulated in the agreement entered into to furnish them with their voting instructions; or in the event that they wish to attend the general meeting, to obtain the necessary letter of representation to do so.
Shareholders wishing to participate electronically in the general meeting are required to deliver written notice to the company at corner Engelbrecht and Lanham Streets, East Lynne, Pretoria (marked for the attention of Mr MM Patel) by no later than 10:00 on Tuesday, 31 December 2013 that they wish to participate via electronic communication at the general meeting (the “electronic notice”). In order for the electronic notice to be valid it must contain: if the shareholder is an individual, a certified copy of his identity document and/or passport; if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution. The relevant resolution must set out who from the relevant entity is authorised to represent the relevant entity at the general meeting via a valid e-mail address and/or facsimile number (the “contact address/number”); and if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to vote via electronic communication. By no later than 10:00 on Friday, 3 January 2014, the company shall use its reasonable endeavours to notify (at its contract address/number) each shareholder who has delivered a valid electronic notice of the relevant details through which such shareholder can participate in the general meeting via electronic FURTHER INFORMATION
A person attending the general meeting in person or participating in the general meeting must present reasonably satisfactory identification to the chairman of the general meeting. The chairman of the general meeting must be reasonably satisfied that the right of a person to participate and vote (in person) at the general meeting, either as a shareholder, or as a proxy for a shareholder, has been verified.
Monika Pretorius
ALERT STEEL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) FORM OF PROXY – GENERAL MEETING OF SHAREHOLDERS
The definitions and interpretations commencing on page 4 of the circular to which this form of proxy is at ached apply to this form of proxy.
Only for use by certificated shareholders or dematerialised shareholders of Alert Steel who have selected “own-name” registration.
For use by Alert Steel shareholders in respect of the general meeting of shareholders to be held at the office of Alert Steel, corner of Engelbrecht
and Lanham Streets, East Lynne, Pretoria on Thursday, 9 January 2014 at 10:00.
If you have dematerialised your shares with a Central Securities Depository Participant (“CSDP”) or broker and have not selected “own-name”
registration, you must arrange with your CSDP or broker to provide you with the necessary letter of representation to attend the general meeting
or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and
the CSDP or broker.
ordinary shares in Alert Steel hereby appoint: as my/our proxy to attend and vote for me/us at the general meeting of shareholders, to be held at the office of Alert Steel, corner of Engelbrecht and Lanham Streets, East Lynne, Pretoria and at any adjournment thereof, for purposes of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat in accordance with the following instructions (see notes): Number of votes (one vote per ordinary share)
In favour of
Special resolution number 1 (authorise issue of more than 30% of shares)
Ordinary resolution number 1 (authorisation to director)
(Note: Authority of signatory to be attached – see note 5)
Please read the notes on the reverse side hereof. 1. A shareholder may insert the name(s) of one or more proxies (none of whom need be a company shareholder) in the space provided, with or without
deleting the words “the Chairperson of the general meeting of the shareholders”. The person whose name stands first on the form of proxy and has not been deleted and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are indicated, the proxy shall be exercised by the Chairperson.
2. A shareholder’s instructions to the proxy must be indicated by the insertion of an “X” or the relevant number of votes exercisable by that shareholder in
the appropriate box provided. Failure to comply with the above, will be deemed to authorise the proxy to vote as he/she deems fit, where the proxy is the Chairperson, such failure shall be deemed to authorise the Chairperson to vote in favour of the general resolution in respect of all the shareholders’ 3. The completion and lodging of this form of proxy shall in no way preclude the shareholder from attending, speaking and voting in person at the general
meeting to the exclusion of any proxy appointed in terms hereof.
4. Should this form of proxy not be completed and/or received in accordance with these notes, the Chairperson may accept or reject it, provided that, in
respect of its acceptance, the Chairperson is satisfied as to the manner in which the shareholder wishes to vote.
5. Documentary evidence establishing the authority of the person signing this form of proxy in a representative capacity must be attached to this form of
proxy unless previously recorded by the company’s transfer secretaries or waived by the Chairperson of the meeting.
6. Where this form of proxy is signed under power of attorney, such power of attorney must accompany this form unless it has previously been registered
7. Where shares are held jointly, all joint holders are required to sign.
8. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity have been produced or have
been registered by the transfer secretaries of the company.
9. Any alteration or correction made to this form of proxy must be signed in full and not initialled by the signatories.
10. This form of proxy must be lodged with, or posted to the transfer secretaries, Computershare Investor Services Proprietary Limited, 70 Marshall Street,
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) so as to be received by no later than 10:00 on Tuesday, 7 January 2014.
11. The completion and lodging of this form of proxy by the shareholders holding certificated shares, nominee companies of CSDP’s or brokers and the
shareholders who have dematerialised their ordinary shares and who have elected own-name registration, will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms thereof. The shareholders who have dematerialised their ordinary shares, other than with own name registration, and who wish to attend the general meeting must instruct their CSDP or broker to issue them with the necessary letter of representation to attend.
Summary of the rights established in terms of section 58 of the Act as required by section 58(8)(b)
For purposes of this summary, “Shareholder” shall have the meaning ascribed thereto in the Act.
1. At any time, a Shareholder of a company is entitled to appoint any individual, including an individual who is not a Shareholder of that company, as a
proxy, to participate in, and speak and vote at, a shareholders meeting on behalf of the Shareholder, or to give or withhold written consent on behalf of such Shareholder in relation to an decision contemplated in section 60 of the Act.
2. A proxy appointment must be in writing, dated and signed by the relevant Shareholder, and such proxy appointment remains valid for one year after the
date upon which the proxy was signed, or any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c) of the Act or expires earlier as contemplated in section 58(8)(d) of the Act.
3. Except to the extent that the memorandum of incorporation of a company provides otherwise:
a Shareholder of a company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such Shareholder; a proxy may delegate his authority to act on behalf of a Shareholder to another person, subject to any restriction set out in the instrument a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the relevant company, before the proxy exercises any rights of the Shareholder at a shareholders’ meeting.
Irrespective of the form of instrument used to appoint a proxy: the appointment of the proxy is suspended at any time and to the extent that the Shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a Shareholder of the relevant company; unless the proxy appointment expressly states otherwise, the appointment of a proxy is revocable; and if the appointment of a proxy is revocable, a Shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the company.
5. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of that Shareholder as of
the later of: (a) the date stated in the revocation instrument, if any; or (b) the date upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Act.
6. If the instrument appointing a proxy or proxies has been delivered to the relevant company, as long as that appointment remains in effect, any notice
that is required by the Act or the relevant company’s memorandum of incorporation to be delivered by such company to the Shareholder, must be delivered by such company to the Shareholder, or to the proxy or proxies, if the Shareholder has directed the relevant company to do so in writing and paid any reasonable fee charged by the company for doing so.
7. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant Shareholder without direction, except to the extent that the
memorandum of incorporation, or the instrument appointing the proxy provides otherwise.
8. If a company issues an invitation to Shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument
such invitation must be sent to every Shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised; the invitation, or form of instrument supplied by the relevant company, must: (a) bear a reasonably prominent summary of the rights established in section 58 of the Act; (b) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a Shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by such Shareholder and (c) provide adequate space for the Shareholder to indicate whether the appointed proxy is to vote in favour or against the applicable resolution/s to be put at the relevant meeting, or is to abstain from voting; the company must not require that the proxy appointment be made irrevocable; and the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(4) of the Act.

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