| Tue 13 Apr 2004, 8:20 | | NOTICE OF SCHEME MEETING |
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NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(Transvaal Provincial Division) Case number: 8822/2004
Pretoria, 6 April 2004
Before the Honourable Mr Justice Swart
In the ex parte application of:
AVGOLD LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1990/007025/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated 6 April 2004,
the High Court of South Africa (Transvaal Provincial Division) ("Court") has
ordered that a meeting ("scheme meeting") in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"), of the
members of the Applicant, registered as such at on Friday, 30 April 2004,
excluding Harmony Gold Mining Company Limited (registration number
1950/038232/06) ("Harmony") ("scheme members"), be held under the chairmanship
of Mervyn Taback, or failing him, such other independent person nominated by
Deneys Reitz Inc. ("chairman"), at 56 Main Street, Johannesburg at 10:00 on
Monday, 3 May 2004 (or any adjourned date as determined by the chairman
("adjourned meeting")) for the purpose of considering and, if deemed fit, of
approving, with or without modification, a scheme of arrangement ("the
scheme") proposed by Harmony between the Applicant and its shareholders,
excluding Harmony ("scheme participants"), provided that the scheme meeting
shall not be entitled to agree to any modification of the scheme which has the
effect of diminishing the rights that are to accrue in terms thereof to scheme
participants.
The implementation of the scheme is subject to fulfilment of the conditions
precedent stated therein including, but not limited to, the sanction of the
above Honourable Court.
The purpose of the scheme meeting is to consider, and if deemed fit, to agree
to the scheme. The basic characteristic of the scheme is that, upon
implementation, Harmony will become the owner of the entire issued share
capital of the Applicant and the scheme participants will receive 1 (one)
ordinary share in Harmony, credited as fully paid up, for every 10 (ten)
ordinary shares in the Applicant held by them.
Copies of this notice, the form of proxy to be used at the scheme meeting or
any adjourned meeting, the scheme, the explanatory statement in terms of
section 312(1) of the Companies Act, explaining the scheme and the Order of
Court summoning the scheme meeting, are included in the document to which this
notice is attached and forms part and may be inspected or obtained, free of
charge, during normal business hours, at any time prior to the scheme meeting,
at the registered office of the Applicant, being 56 Main Street, Johannesburg
or at the offices of the United Kingdom secretaries, St James"s Corporate
Services Limited, 6 St James"s Place, London, SW1A 1NP, United Kingdom.
Scheme members who hold certificated ordinary shares in the Applicant and
scheme members who hold dematerialised ordinary shares in the Applicant
through a Central Securities Depository Participant ("CSDP") or broker in "own
name" registration form may attend, speak and vote in person at the scheme
meeting or any adjourned meeting, or may appoint one or more proxies (who need
not be members of the Applicant) to attend, speak and vote at the scheme
meeting in the place of such scheme members. A form of proxy (white) for this
purpose is included in the document which has been posted to all holders of
ordinary shares in the Applicant at their addresses as recorded in the
register of members of the Applicant at the close of business 4 (four)
calendar days before the date of such posting. Properly completed forms of
proxy must be lodged with or posted to the transfer secretaries of the
Applicant, in South Africa, Computershare Limited, 70 Marshall Street,
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) and in the United
Kingdom, Capita Registrars, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom, to be received by
no later than 10:00 (South African time) on Friday, 30 April 2004, or on the
business day immediately preceding any adjourned meeting, or handed to the
chairman no later than 10 (ten) minutes before the scheme meeting or adjourned
meeting is due to commence. Notwithstanding the aforegoing, the chairman may
approve in the chairman"s discretion the use of any other form of proxy.
Scheme members who hold certificated ordinary shares in the Applicant through
a nominee and shareholders who hold dematerialised ordinary shares in the
Applicant through a CSDP or broker not in "own name" registration form should
timeously inform their nominees, CSDPs or brokers, as the case may be, to
issue them with the necessary authorisation to attend the scheme meeting or
should they not wish to attend the scheme meeting in person, to timeously
provide their nominees, CSDPs or brokers, as the case may be, with their
voting instructions in order for their votes to be represented at the scheme
meeting.
Where there are joint holders of the Applicant"s shares, any one of such
persons may vote at the scheme meeting in respect of such shares as if such
joint holder was solely entitled thereto, but if more than one such joint
holders be present or represented at the scheme meeting, that one of the said
persons whose name appears first in the Applicant"s share register or the
proxy, as the case may be, will alone be entitled to vote in respect thereof.
In terms of the aforementioned Order of Court, the chairman must report the
results thereof to the above Honourable Court on Tuesday, 11 May 2004 at 10:00
or so soon thereafter as Counsel may be heard. A copy of the chairman"s report
to the Court will be available on request to any scheme member, free of
charge, at the registered office of the Applicant, during normal business
hours at least 7 (seven) calendar days prior to the date fixed by the Court
for the chairman to report back to it.
M Taback
Chairman of the scheme meeting
Attorneys to the scheme
Deneys Reitz Inc.
(Registration number 1984/003385/21)
82 Maude Street
Sandton, 2196
(PO Box 784903, Sandton, 2146)
(Tel: (011) 685 8500)
(Fax: (011) 883 4000)
