| Mon 7 Feb 2005, 9:14 | | NOTICE OF ANNUAL GENERAL MEETING |
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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: LU0167907293
Notice of Annual General Meeting
NOTICE is hereby given that the twenty-third ANNUAL GENERAL MEETING of Conafex
Holdings Societe Anonyme will be held at the offices of Maitland Luxembourg
S.A., 6 rue Adolphe Fischer, L-1520, Luxembourg on Friday, 25 February 2005 at
15h30 for the following purposes:
1. To receive and adopt the reports of the Directors, Auditors and Commissaire
for the year ended 31 August 2004.
2. To receive and adopt the balance sheet of the Company at 31 August 2004 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 31 August
2004 and the consolidated profit and loss account for the year ended on that
date.
4. To grant discharge to the Directors and Commissaire in respect of the
execution of their mandates to 31 August 2004.
5. To receive and act on the statutory nomination of the Directors, Auditors and
Commissaire for a new term of one year.
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, 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.
7. To renew for a period of five years, with effect from the date of the
publication in the Memorial, Recueil Special des Societes et Associations of the
deed dated 25 February 2005 and on the basis of a report of the Board of
Directors of the Company, as required by the Law of 10 August 1915 on commercial
companies, as amended, the authority granted to the Directors pursuant to
Article 7 of the Articles of Incorporation to increase the issued share capital
within the limits of the authorised capital and to amend the Articles of
Incorporation so as to enable such new shares to be issued without the
shareholders of the Company having any preferential subscription right.
On 22 December 2004, annual financial statements and a proxy form were mailed to
shareholders.
By order of the Board
CITY GROUP P.L.C. 6 rue Adolphe Fischer, Luxembourg
Group Secretaries 3 February 2005
Change of address
Shareholders are requested to advise the European transfer agents, Capita
Registrars, or the South African transfer agents, Computershare Investor
Services 2004 (Pty) Limited, whose addresses can be found on page 2 of the
annual financial statements, of any change of address.
