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Monteagle Holdings Soci t Anonyme
("Monteagle")
(Incorporated in Luxembourg - RC Luxembourg No. B 19600)
Share Code: MTE ISIN Code: LU0035797272
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the twenty-first ANNUAL GENERAL MEETING of Monteagle
Holdings Soci t
Anonyme will be held at the offices of Maitland Management Services SA, 6 rue
Adolphe Fischer, L-1520,
Luxembourg on Friday, 28 March, 2003 at 4.00 pm for the following purposes:
1. To receive and adopt the reports of the Directors, Auditors and Commissaire
for the year ended 30 September 2002.
2. To receive and adopt the balance sheet of the Company at 30 September 2002
and the profit and loss account for the year ended on that date.
3. To receive and adopt the consolidated balance sheet of the Group as at 30
September 2002 and the consolidated profit and loss account for the year ended
on that date.
4. To consider and approve the transfer to legal reserve and appropriation of
profits.
5. To accept with effect from 12 September 2002, the resignation of Deloitte &
Touche SA as Auditors and Commissaire; to grant discharge to the Directors and
Commissaire, in respect of the execution of their mandates to 30 September 2002
and 12 September 2002 respectively; to ratify the appointment with effect
from 12 September 2002 of AGN Horsburgh & Co. as Auditors and Commissaire; and
to approve and accept their report for the year ended 30 September 2002.
6. To receive and act on the statutory nomination of the Directors, Auditors and
Commissaire for a new term of one year.
Special Business
7. To give, in terms of the Law of 10 August 1915 on commercial companies, as
amended, and the Listings Requirements of the JSE Securities Exchange South
Africa ("JSE"), 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
period 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.
As required by the JSE, the approval of a 75% majority of the votes cast by
shareholders present or represented by proxy at this meeting is required for
resolution number 7 above to become effective.
By order of the Board
6 rue Adolphe Fischer
CITY GROUP PLC
Luxembourg Group Secretaries
10 March 2003
Johannesburg
Sponsor
The Janus Corporation (Pty) Ltd
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