| Mon 10 Mar 2003, 11:12 | | Conafex Holdings Societe Anonyme - Notice Of Annua |
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Conafex Holdings Societe Anonyme
(Incorporated in Luxembourg - RC Luxembourg Number B17789)
("the Company" or "the group")
Share code: CNX ISIN number: LU0011857306
Registered Office:
6 rue Adolphe Fischer, L-1520
(PO Box 1361, L-1013)
Luxembourg
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the twenty-first ANNUAL GENERAL MEETING of Conafex
Holdings Societe 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 3.30 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 at 30
September 2002 and the consolidated profit and loss account for the year ended
on that date.
4. To accept the resignation of Deloitte & Touche SA as Auditors and Commissaire
with effect from 12 September 2002;
- 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; and
- to ratify the appointment with effect from 12 September 2002 of AGN Horsburgh
& Co. as Auditors and Commissaire.
5. To receive and act on the statutory nomination of the Directors, Auditors and
Commissaire for a new term 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 Securities Exchange South
Africa ("JSE"), the Board of Directors of the Company general authority to issue
ordinary shares of no par value 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.
7. To consolidate the authorized and issued share capital of the company on the
basis of one share with a par value of USD 1.50 each for every two shares with
no par value in order to:
(a) eliminate the deficit of USD 6,040,391 on the Company"s profit and loss
account; and
(b) transfer USD 2,572,556 to a special distributable reserve account.
The purpose and effect of the above resolution is fully explained in the Report
of the Directors accompanying this notice.
8. Subject to the approval of resolution 7 above, to amend Article 6 of the
Articles of Incorporation of the Company to reflect the changes in the
authorized and issued share capital of the Company.
9. To change the financial year-end from 30 September to 31 August and
subsequent amendment of Article 27 of the Articles of Incorporation of the
Company.
10. To change the date of the Annual General Meeting from the last Friday in the
month of march to the last Friday in the month of February and subsequent
amendment of Article 23.1 of the Articles of Incorporation of the Company.
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 6 above to become effective.
By order of the Board
Luxembourg Group Secretaries
CITY GROUP PLC
Johannesburg
10 March 2003
Sponsor
The Janus Corporation (Pty) Ltd)
