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Monteagle Holdings Societe Anonyme - Notice Of Annual General Meeting Monteagle Holdings Societe Anonyme (`Monteagle`) (Incorporated in Luxembourg - RC Luxembourg No. B 19600) Share Code: MTE ISIN Code: LU0035797272 NOTICE OF ANNUAL GENERAL MEETING R.C. LUXEMBOURG NO. B19600 NOTICE is hereby given that the twenty-second ANNUAL GENERAL MEETING of Monteagle Holdings Societe Anonyme will be held at the offices of Maitland Luxembourg S.A., 6 rue Adolphe Fischer, L-1520, Luxembourg on Thursday 24th March 2005 at 4.00 p.m. for the following purposes: - 1. To receive and adopt the reports of the Directors, Auditors and Commissaire for the year ended 30th September 2004. 2. To receive and adopt the balance sheet of the Company at 30th September 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 30th September 2004 and the consolidated profit and loss account for the year ended on that date. 4. To consider and approve an appropriation of profits. 5. To grant discharge to the Directors and Commissaire, in respect of the execution of their mandates to 30th September 2004. 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 renew the authority granted to the Board of Directors of the Company pursuant to Article 7 of the Articles of Incorporation by amending Article 7.1 so as to authorise the Board, for a period of five years from the date of amendment of the Articles of Incorporation of the Company to this effect, to issue shares up to the limit of the authorised share capital of the Company pursuant to and within the terms of this authority. 8. 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. By order of the Board, CITY GROUP P.L.C. Group Secretaries 6 rue Adolphe Fischer, Luxembourg. 24th February 2004 Notes: (i) A proxy form is enclosed with the Annual Financial Reports to be mailed to shareholders on 2 March 2005. You are requested to complete and return the form whether or not you intend to attend the Annual General Meeting. (ii) 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. (iii) 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. South African Sponsor Imara Corporate Finance South Africa (Pty) Ltd 2 March 2005 Date: 02/03/2005 07:01:36 AM Produced by the JSE SENS Department
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