| Tue 8 Nov 2005, 16:06 | | Johnnic Holdings Limited - Notice Of General Meeti |
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Johnnic Holdings Limited - Notice Of General Meeting
Johnnic Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1889/000429/06)
Share Code : JNC
ISIN : ZAE000024352
("the Company" or "Johnnic")
NOTICE OF GENERAL MEETING
Pursuant to a requisition by Standard Bank Nominees (Transvaal) (Proprietary)
Limited as nominee for Mercanto Investments (Proprietary) Limited (a wholly-
owned subsidiary of Hosken Consolidated Investments Limited ("HCI")), which is a
beneficial holder of not less than one-twentieth of the ordinary issued shares
in the capital of the Company, and in terms of section 181 of the Companies Act,
61 of 1973, as amended ("the Act"), notice is hereby given that a general
meeting of the Company will be held at 11h00 on Monday, 12 December 2005 (or
such later time as the prior general meeting of the Company may be concluded,
which prior general meeting is to be held at 10h00 on Monday, 12 December 2005
to consider and approve the recently concluded transaction between the Company
and the shareholders of Nafcoc Investment Holding Company Limited, such
transaction was announced by the Company on Tuesday, 8 November 2005) at
Gallagher Estate, 19 Richards Drive, Midrand, Gauteng, for the purpose of
considering and if thought fit passing with or without modification, the
following ordinary resolutions:
Ordinary resolution number 1
"Resolved to appoint Marcel Jonathan Anthony Golding as a director of the
Company."
Ordinary resolution number 2
"Resolved to appoint Velaphi Elias Mphande as a director of the Company."
Ordinary resolution number 3
"Resolved to appoint John Anthony Copelyn as a director of the Company."
Ordinary resolution number 4
"Resolved to appoint Michael Alon Jacobson as a director of the Company."
Ordinary resolution number 5
"Resolved that, each and every director of the Company acting alone be and is
hereby authorised to do all such things and sign all such documents and take all
such action as may be convenient or necessary to implement the resolutions
passed at this general meeting."
Please take further notice that a brief curriculum vitae of each of Marcel
Jonathan Anthony Golding ("Golding"), Velaphi Elias Mphande ("Mphande"), John
Anthony Copelyn ("Copelyn") and Michael Alon Jacobson ("Jacobson") is attached
to the Notice of general meeting posted to shareholders on 8 November 2005.
The attention of shareholders is drawn to the fact that HCI is in competition
with the Company in relation to the acquisition of certain gaming interests.
Messrs Golding, Mphande and Copelyn are directors of HCI, Mr Jacobson holds
various directorships on HCI subsidiaries and Messrs Golding and Copelyn are
shareholders of HCI and accordingly, any such appointment may result in a
conflict of interest between the appointee and the Company in regard to such
gaming interests.
VOTING
On a show of hands, every shareholder of Johnnic, who (being an individual) is
present in person or by proxy at the general meeting of Johnnic shareholders or
which (being a company or other body corporate) is represented thereat by a
representative appointed pursuant to section 188 of the Act, shall have one vote
and, on a poll, every ordinary shareholder of Johnnic present (whether an
individual or company or other body corporate) or represented by a proxy at the
general meeting, shall have one vote for every share held or represented by him
/ her / it.
FORM OF PROXY
Certificated Johnnic shareholders (Johnnic shareholders who hold shares in
certificated form) and own name registered dematerialised Johnnic shareholders
(persons who are recorded as Johnnic shareholders in the sub-register maintained
and administered by a Central Securities Depository Participant ("CSDP"))
entitled to attend and vote at the general meeting of Johnnic shareholders may
appoint one or more proxies to attend and speak and to vote thereat in their
stead. A proxy need not be a shareholder of Johnnic.
A form of proxy, in which is set out the relevant instructions for its
completion, is attached to the Notice of General Meeting posted to shareholders
on 8 November 2005, for use by such shareholder of Johnnic who is unable to
attend the general meeting but who wishes to be represented thereat. Completion
of a form of proxy will not preclude such shareholder of Johnnic from attending
and voting (in preference to the appointed proxy) at the general meeting of
shareholders of Johnnic.
The instrument appointing a proxy and the authority (if any) under which it is
signed must be received by the Company"s registrars at the addresses given below
no later than 11H00 on Thursday, 8 December 2005.
Beneficial shareholders who have dematerialised their shares through a CSDP or
broker, other than own name registered dematerialised Johnnic shareholders, and
who wish to attend the general meeting must request their CSDP or broker to
provide them with the necessary authorisation to attend the general meeting or
must instruct their CSDP or broker to vote on their behalf in terms of their
respective agreements with their CSDP or broker. The requisite authority must be
lodged with the Company"s registrars at the addresses given below by not later
than 11h00 on Thursday, 8 December 2005.
By order of the Board
Routledge Modise Moss Morris
Company Secretary
Midrand
8 November 2005
BUSINESS ADDRESS AND REGISTERED OFFICE
Level 3 (West Wing), Gallagher House, Gallagher Estate,
19 Richards Drive, Midrand, Gauteng, 1685
(PO Box 231, Johannesburg, 2000)
REGISTRARS
Computershare Investor Services 2004
(Proprietary) Limited
70 Marshall Street, Johannesburg, 2001(PO Box 61051, Marshalltown, 2107)
Date: 08/11/2005 04:06:38 PM Produced by the JSE SENS Department
