| Wed 12 Mar 2008, 9:00 | | CNX - Conafex Holdings Societe Anonyme - Notice of |
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CNX
CNX
CNX - Conafex Holdings Societe Anonyme - Notice of annual general meeting
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg
RC Luxembourg No. B 17789)
("Conafex")
JSE CODE: CNX ISIN: LU0243998001
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the twenty-sixth Annual General Meeting of
Conafex will be held at the offices of Maitland Luxembourg S.A., 6 rue
Adolphe Fischer, L-1520, Luxembourg on Friday 28 March 2008 at 3.30 p.m.
for the following purposes:
1 To receive and adopt the reports of the Directors, Independent
Auditors and Statutory Auditors for the year ended
30 September 2007.
2 To receive and adopt the Balance Sheet of the Company at
30 September 2007 and the Income Statement for the year ended on
that date.
3 To receive and adopt the Consolidated Balance Sheet of the
Group at 30 September 2007 and the Consolidated Income Statement
for the year ended on that date.
4 To grant discharge to the Directors, Independent Auditors and
Statutory Auditors in respect of the execution of their mandates to 28
March 2008.
5 To receive and act on the statutory nomination of the Directors,
Independent Auditors and Statutory Auditors for a new term of one year
ending at the next AGM.
Special Business
6 To give, in terms of the Law of 10 August 1915 on commercial
companies, as amended, and the Listings Requirements of the
JSE Limited, the Board of Directors of the Company general
authority to issue ordinary shares of US$1.50 each for cash as
and when suitable situations arise, subject to the following
limitations:
- that this authority shall not extend beyond 15 (fifteen)
months from the date of this annual general meeting and is
renewable at the next annual general meeting;
- that issues in the aggregate in any one year may not exceed
10% of the number of shares of that class of the Company`s
issued share capital, including instruments which are
compulsorily convertible into shares of that class, provided
further that such issues shall not in aggregate in any three-
year year exceed 15% of the Company`s issued share capital
of that class, including instruments which are compulsorily
convertible into shares of that class; and
- that in determining the price at which an issue of shares
will be made in terms of this authority, the maximum
discount permitted will be 10% of the weighted average
traded price of the shares in question, as determined over
the 30 days prior to the date that the price of the issue is
determined or agreed by the directors.
7 To appoint Mr C.P. Jousse, Mr L.H. Marshall and Mr. O.H.
Marshall as Directors of the Company.
By order of the Board,
CITY GROUP P.L.C.
Group Secretaries
6 rue Adolphe Fischer,
Luxembourg
12 March 2008
Notes:
(i) Resolutions 1, 2, 3, 4, 5 and 7 will be validly adopted without any
quorum requirements by a majority of the issued shares present or
represented at the meeting.
(ii)Resolution 6 will be validly adopted if the quorum of half of the
issued shares is present or represented at the meeting and if a
majority of 75
per cent of the present or represented issued shares vote in favour of
this resolution. Should resolution 6 be validly adopted, the following
requirements shall be applicable: (a) upon an issue of ordinary shares
in the Company for cash which, on a cumulative basis within a financial
year, amounts to 5 per cent or more of the number of shares of the same
class in issue, prior to that issue, the Company shall be obliged to
publish an announcement containing the full details of the issue,
including the effect of the issue on the net asset value and earnings
per share; (b) the shares must be of a class already in issue;
and (c) the shares must be issued to public shareholders (as defined in
the JSE Limited`s Listings Requirements).
(iii)With respect to the appointments of Mr C.P. Jousse, Mr L.H. Marshall
and Mr O.H. Marshall as Directors of the Company as per resolution 7
above the following should be noted: Mr C.P. Jousse (age 59), after
graduating from the University of Natal, has been employed within the
Group in various capacities since 1970. He was largely responsible for
the reorganisation of the Group`s investments in Zimbabwe and the
diversification into South Africa. He resides in South Africa and is a
non-executive director of several listed companies outside of the
Conafex group; Mr L.H. Marshall (age 36) is a director of City Group
P.L.C., Conafex`s administrative office and corporate secretaries, and
a non-executive director of Heartstone Inns Limited. He is also
involved with Marshall Monteagle Holdings S.A. where he is responsible
for banking and investment portfolio administration within that group
and is a director of various subsidiary companies of that group in
Europe, U.S.A. and South Africa; Mr O.H. Marshall (age 33) was
educated in South Africa and joined the group in 1998. He is the
managing director of Global Coffee and commercial director of the
Conafex group. He has nine years experience in the coffee industry and
is responsible for the growth of the Group`s coffee manufacturing
plant including the export and importation of all coffee related
products.
(iv) A proxy form is enclosed with the Annual Financial Statements mailed
to shareholders on Friday, 7 March 2008. You are requested to complete
and return the form of proxy whether or not you intend to attend the
Annual General Meeting.
(v) In terms of Article 24.4 of the Company`s Articles of Incorporation, a
shareholder may appoint a proxy who need not be a shareholder of the
Company. Any company being a shareholder of the Company may execute a
form of proxy under the hand of a duly authorised officer.
(vi) To be effective, the form of proxy, duly completed, must arrive at the
registered office of the Company not less than forty-eight hours
before the time fixed for the meeting. Proxies sent to the office of a
transfer agent for forwarding to the Company at shareholders` risk
must be received by the transfer agent not less than seven days before
the meeting.
CHANGE OF ADDRESS
Shareholders are requested to advise the European transfer agents, Capita
Registrars, or the South African transfer agents, Computershare Investor
Services (Pty) Limited, whose addresses can be found on page 2 of the
Annual Financial Statements, of any change of address.
Johannesburg
12 March 2008
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 12/03/2008 09:00:01 Produced by the JSE SENS Department.
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