CIRCULAR TO SHAREHOLDERS - Andulela … INFORMATION Registered office of Andulela 108 4th Street...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action to take, please consult your broker, Central Securities Depository Participant (“CSDP”), banker, accountant, legal advisor or other professional advisor.

The definitions commencing on page 5 of this circular have been used on this front cover.

Action required

If you have disposed of all your shares in Andulela, this circular should be handed to the purchaser of such shares or to the broker, CSDP, banker or other agent through whom the disposal was effected.

Beneficial shareholders who have already dematerialised their shares through a CSDP or broker who wish to attend the general meeting must request their CSDP or broker to provide them with the necessary letter of representation 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.

Andulela shareholders are referred to page 2 of this circular, which sets out the detailed action required of them in respect of the proposals set out in this circular.

Andulela does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of any holder of dematerialised shares to notify such shareholder of the proposals set out in this circular.

ANDULELA INVESTMENT HOLDINGS LIMITED (Incorporated in the Republic of South Africa)

(Registration number 1950/037061/06)(JSE code: AND ISIN: ZAE000125894)

(“Andulela” or “the Company”)

CIRCULAR TO SHAREHOLDERSregarding

– the increase of the Company’s authorised share capital;

– the amendment of the Company’s Memorandum of Incorporation for the purpose of the consolidation; and

– the consolidation of the Company’s share capital in the ratio of 50:1;

and incorporating

– a notice of general meeting of shareholders;

– a form of proxy (to be completed by certificated shareholders and dematerialised shareholders with own-name registration only); and

– a form of surrender (to be completed by certificated shareholders only).

Corporate advisor, legal advisor and sponsor

Date of issue: Friday, 25 January 2013

This circular is only available in English. Copies of this circular may be obtained from the registered offices of Andulela being 108 4th Street, Parkmore, Sandton, 2196 during normal business hours 08:00 until 16:00 from 25 January 2013 to 27 February 2013.

CORPORATE INFORMATION

Registered office of Andulela108 4th StreetParkmoreSandton, 2196(PO Box 786786, Sandton City, 2146)

Corporate Advisor and Legal AdvisorJava Capital (Proprietary) Limited(Registration number 2002/031862/07)2 Arnold RoadRosebank, 2196(PO Box 2087, Parklands, 2121)

Transfer secretaries of AndulelaLink Market Services (Proprietary) Limited(Registration number 2000/007239/07)13th Floor Rennie House 19 Ameshoff Street Braamfontein 2001(PO Box 4844, Johannesburg, 2000)

Date and place of incorporation of the CompanyIncorporated on 26 May 1950 in the Republic of South Africa

SponsorJava Capital Trustees and Sponsors (Proprietary) Limited(Registration number 2006/005780/07)2 Arnold RoadRosebank, 2196(PO Box 2087, Parklands, 2121)

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TABLE OF CONTENTS

Page

Corporate information Inside front cover

Action required by Andulela shareholders 2

Salient dates and times 4

Definitions and Interpretations 5

Circular to shareholders 8

1. Introduction and purpose 8

2. Share capital of the Company 9

3. Increase in the authorised share capital of the Company 9

4. Consolidation of the share capital of the Company 9

5. Major shareholders 12

6. Directors’ interests 12

7. Litigation statement 13

8. Material changes 13

9. Expenses 13

10. Directors’ responsibility statement 13

11. Consents 13

12. Notice of general meeting 13

13. Action to be taken by shareholders 13

14. JSE listing 14

15. Documents available for inspection 14

Annexure 1: Table of Entitlements 15

Annexure 2: Section 164 – Dissenting shareholders’ appraisal rights 18

Notice of general meeting 21

Form of proxy (blue) Attached

Form of surrender (pink) Attached

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ACTION REQUIRED BY SHAREHOLDERS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations set out on pages 5 to 7 of this circular apply, mutatis mutandis, to the paragraphs below.

If you are in any doubt as to what action you should take in relation to this circular, please consult your CSDP, broker, banker, accountant, attorney or other professional advisor immediately.

Action required:

In respect of the general meeting:

1. If you have disposed of all your shares, this circular should be handed to the purchaser of such shares or to the CSDP, broker or the other agent through whom such disposal was effected.

2. The general meeting will be convened at 108 4th Street, Parkmore, Sandton, Johannesburg at 16:30 on Wednesday, 27 February 2013 in order for shareholders to vote on the resolutions contained in the notice of general meeting which forms part of this circular.

3. If you are a certificated shareholder or hold shares in dematerialised form as an “own-name” shareholder and are unable to attend the general meeting but wish to be represented thereat, you are required to complete and return the form of proxy in respect of the general meeting attached hereto, in accordance with the instructions therein, and lodge it with, or post it to, the transfer secretaries, Link Market Services (Proprietary) Limited, 13th Floor, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), so as to be received by the transfer secretaries no later than 16:30 on Monday, 25 February 2013.

4. If you are a dematerialised shareholder other than with “own-name” registration, then your CSDP or broker, as the case may be, should contact you to ascertain how you wish to cast your vote at the general meeting, and thereafter cast your vote in accordance with your instructions. This should be done in terms of the agreement entered into between you, as a dematerialised shareholder, and the CSDP or broker. If you, as a dematerialised shareholder, have not been contacted by your CSDP or broker, it would be advisable for you to contact your CSDP or broker, as the case may be, and furnish them with your instructions.

5. If you are a dematerialised shareholder and wish to attend the general meeting, you should timeously inform your CSDP or broker, as the case may be, of your intention to attend and vote at the general meeting or to be represented by proxy thereat in order for your CSDP or broker to issue you with the necessary letter of representation to do so or you should provide your CSDP or broker timeously with your voting instruction should you not wish to attend the general meeting in person in order for your nominee to vote in accordance with your instruction at the general meeting.

6. Electronic participation

Shareholders or their proxies may participate in the general meeting by way of telephone conference call. Shareholders or their proxies who wish to participate in the general meeting via the teleconference facility will be required to advise the Company thereof by no later than 16:30 on Monday, 25 February 2013 by submitting, by email to the company secretary Mrs Jones at [email protected], relevant contact details including email address, cellular number and landline, as well as full details of the shareholder’s title to the shares issued by the Company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shareholders), and (in the case of dematerialised shareholders) written confirmation from the shareholder’s CSDP confirming the shareholder’s title to the dematerialised shares. Alternatively, Mrs Jones can be contacted at (+27) 82 387 2425 for any alternate arrangements. Upon receipt of the required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the general meeting.

Shareholders who wish to participate in the general meeting by way of telephone conference call must note that they will not be able to vote during the general meeting. Such shareholders, should they wish to have their vote counted at the general meeting, must, to the extent applicable:

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(i) complete the form of proxy; or

(ii) contact their CSDP or stockbroker,

in both instances, as set out above.

The costs of accessing any means of electronic participation provided by the Company will be borne by the Company.

In respect of the surrender of certificates and/or other documents of title by certificated shareholders:

The following does not apply to dematerialised shareholders. The accounts of such shareholders at their CSDP or broker will be automatically updated.

1. In order that certificated shareholders may receive new share certificates bearing the name Andulela Investment Holdings Limited and showing the revised capital structure, they are requested to surrender their share certificates or other documents of title to the transfer secretaries. A form of surrender which is attached to this circular must be sent, together with the relevant documents of title, to the transfer secretaries.

2. Replacement share certificates will be posted by registered post at the risk of the addressee on the dates to be published in the finalisation announcement, which dates are dependent upon when the requisite resolutions are filed by CIPC. The date upon which documents of title are to be received by the transfer secretaries will also be published in the finalisation announcement.

3. Additional copies of the form of surrender are available on request from the transfer secretaries. If any person who is not the registered holder of shares in the Company or the Company lodges with the transfer secretaries a share certificate or a certified transfer deed or other valid document of title for shares in the Company together with a properly completed transfer form for registration of the said shares, then a share certificate in the name of the transferee named in the abovementioned transfer form for the appropriate shares will be posted by registered post at the risk of the addressee, to the transferee’s address reflected on such transfer form, provided that no replacement certificates have already been issued in respect of the documents of title so lodged.

4. The Company uses the “certified transfer deeds and other temporary documents of title” procedure approved by the JSE and, therefore, will issue only one “block” certificate for each form of surrender.

5. The new share certificates will be restrictively endorsed if the existing share certificates or other documents of title lodged are restrictively endorsed under the Exchange Control Regulations or if the address of the certificated shareholder concerned is outside the Common Monetary Area. If the share certificates represent blocked assets of a former resident of South Africa, the new certificate will be sent to the authorised dealer in foreign exchange in South Africa controlling such former resident’s blocked assets.

6. All non-residents must give the name and address of the authorised dealer in foreign exchange in South Africa to whom, where applicable, share certificates must be sent as set out above in the space provided, on the attached form of surrender. The Company will retain the share certificates until such information is provided.

7. If the non-resident is not a former resident, the share certificate will be sent to the address of the non-resident concerned appropriately endorsed.

8. A new certificate will not be despatched to a holder before that holder has surrendered the relevant certificate or other documents of title in respect of the shares held by him, provided that if any holder produces evidence to the satisfaction of the Company that the certificate in respect of any shares has been lost or destroyed, the Company may dispense with the surrender of such certificate against the provision of an indemnity acceptable to the Company.

9. No receipt will be issued in respect of documents of title which have been surrendered unless specifically requested. Lodging agents who require a receipt should prepare one and lodge it with the documents for stamping.

Andulela does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of a dematerialised shareholder to notify such shareholder of the general meeting or any business to be conducted thereat.

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SALIENT DATES AND TIMES

The definitions and interpretations set out on pages 5 to 7 of this circular apply mutatis mutandis to this section

Timetable 2013

Record date in order to receive the circular (together with notice of general meeting) Friday, 18 January

Circular (together with notice of general meeting) posted to shareholders on Friday, 25 January

Announcement relating to the issue of the circular (together with notice of general meeting) released on SENS on Friday, 25 January

Last day to trade to be eligible to vote at the general meeting Friday, 15 February

Record date to determine which shareholders are entitled to attend and vote at the general meeting Friday, 22 February

Last day to lodge forms of proxy for the general meeting (by 16:30) Monday, 25 February

General meeting (at 16:30) Wednesday, 27 February

Results of general meeting released on SENS Thursday, 28 February

Special resolutions submitted to CIPC on Thursday, 28 February

Results of general meeting published in the press Friday, 1 March

Special resolutions registered by CIPC* Tuesday, 12 March

Publication of finalisation announcement on SENS on* Wednesday, 13 March

Last day to trade in existing shares on the JSE prior to the consolidation* Wednesday, 20 March

Trading in consolidated shares under the new ISIN ZAE000172870 commences on* Friday, 22 March,

Record date for the consolidation at the close of business on* Thursday, 28 March

Dematerialised shareholders will have their accounts at their CSDP or broker updated on* Tuesday, 2 April

Date of issue of new replacement share certificates, provided that the old share certificates have been lodged by 12:00 on Thursday, 28 March 2013, on or about (share certificates received after this time will be posted within 5 business days of receipt)* Tuesday, 2 April

* These dates are subject to change and are dependent upon when the requisite resolutions are registered by CIPC and thus the date from which the consolidation becomes effective

Notes:

(1) All times indicated above are local times in South Africa;

(2) The dates and times indicated in the table above are subject to change. Any such changes will be released on SENS and published in the press, if necessary;

(3) No dematerialisation or rematerialisation of the ‘old’ Andulela shares may take place after Wednesday, 20 March 2013.

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DEFINITIONS AND INTERPRETATIONS

In this circular and the annexures hereto, unless the context indicates a contrary intention, the words in the first column shall have the meanings assigned to them in the second column; the singular includes the plural and vice versa; an expression which denotes one gender includes the other genders; a natural person includes a juristic person and vice versa and cognate expressions shall bear corresponding meanings.

“Act” or “Companies Act” the Companies Act, 2008 (Act 71 of 2008), as amended, and where appropriate in the context includes a reference to the Regulations promulgated in terms of such Act;

“Andulela” or “the Company” Andulela Investment Holdings Limited (registration number 1950/037061/06), a public company duly incorporated in South Africa and listed on the JSE;

“board” or “directors” the board of directors of Andulela, as set out on page 8 of this circular;

“business day” any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa;

“certificated share” shares that have not been dematerialised, title to which is represented by physical documents of title;

“certificated shareholder” a shareholder who holds shares, represented by a share certificate or other physical documents of title, which have not been surrendered for dematerialisation in terms of the requirements of Strate;

“CIPC” the Companies and Intellectual Property Commission established pursuant to section 185 of the Companies Act;

“circular” this circular dated Friday, 25 January 2013 including the annexures and appendices hereto, the notice of general meeting, form of proxy and the form of surrender attached hereto;

“Common Monetary Area” collectively, South Africa, the Kingdoms of Swaziland, Lesotho and the Republic of Namibia;

“consolidation” the consolidation of the authorised and issued share capital of the Company on a 50:1 basis as detailed in paragraph 4 of this circular;

“corporate actions” the increase, the MOI amendment and the consolidation;

“dematerialised shares” shares that have been dematerialised in accordance with Strate and which shareholding is recorded electronically;

“dematerialised shareholder” a shareholder who holds dematerialised shares;

“documents of title” share certificates and/or certified transfer deeds and/or balance receipts or any other documents of title in respect of shares;

“the Exchange Control Regulations” the Exchange Control Regulations, 1961, as amended, made in terms of section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

“file” or “filed” when used as a verb, means to deliver a document to the CIPC in the manner and form, if any, prescribed for that document;

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“finalisation announcement” the announcement to be released on SENS notifying shareholders that CIPC has filed and registered the special resolutions relating to the increase, the MOI amendment and the consolidation, and further notifying shareholders of the salient dates for the consolidation;

“form of surrender” the form of surrender for use by certificated shareholders in order for such shareholders to exchange their existing documents of title for new documents of title reflecting the consolidation;

“general meeting” the general meeting of shareholders to be held at 108 4th Street, Parkmore, Sandton at 16:30 on Wednesday, 27 February 2013, for the purpose of considering and if deeming fit, passing the resolutions set out in the notice of general meeting attached to and forming part of this circular;

“increase” the increase in the authorised share capital of the Company as detailed in paragraph 3 of this circular;

“JSE” JSE Limited (registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004), as amended;

“JSE Listings Requirements” or the Listings Requirements as published by the JSE, as amended from“Listings Requirements” time to time;

“last practicable date” the last practicable date prior to the finalisation of this circular, being Friday, 18 January 2013;

“Memorandum of Incorporation” or the Memorandum of Incorporation of Andulela which allows the application“MOI” of the rounding principle;

“MOI amendment” the amendment to the Memorandum of Incorporation of Andulela as detailed in paragraph 4;

“own-name dematerialised dematerialised shareholders who have instructed their CSDP to hold their shareholders” dematerialised shares in their own name on the sub-register (the list of

shareholders maintained by the CSDP and forming part of Andulela’s shareholder register);

“register” Andulela’s share register, including all sub-registers;

“resolutions” all of the resolutions set out in the notice of general meeting attached to and forming part of this circular, which are to be considered and voted on at the general meeting including the special resolutions;

“SENS” Stock Exchange News Service of the JSE;

“shareholder” a registered holder of shares registered on the register;

“shares” ordinary shares of no par value in the issued share capital of Andulela;

“special resolutions” the resolutions relating to the increase, the MOI amendment and the consolidation set out in the notice of general meeting attached to and forming part of this circular, which are to be considered and voted at the general meeting;

“Strate” Strate Limited (registration number 1998/022242/06), a registered central securities depository in terms of the Securities Services Act, No. 36 of 2004;

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“transfer secretaries” Link Market Services (Proprietary) Limited (Registration number 2000/007239/07), a limited liability private company duly incorporated in South Africa;

“voting record date” the date on, and the time at, which an Andulela shareholder must be recorded in the register in order to vote at the general meeting, being the close of business on Friday, 22 February 2013; and

“voting last day to trade date” the last day to trade on the exchange operated by the JSE to be able to vote at the general meeting, being the Friday immediately preceding the week during which the voting record date occurs, or such other date or time as the JSE may direct.

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DirectorsMJ Husain (Independent non-executive Chairman)

ExecutiveA Kaka (Chief Executive Officer)PC de Jager (Chief Financial Officer)I Kajee

Independent non-executiveGR RosenthalPE du PreezCWN Molope

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION

The directors propose the following corporate actions:

• theincreaseoftheCompany’sauthorisedsharecapital–toenabletheallotmentandissueofanysharesin consideration of inter alia any acquisition or to raise additional capital, if appropriate, subject to the Companies Act and the JSE Listings Requirements; and

• theconsolidation– toconsolidate theCompany’sordinarysharecapitalona50:1basiswhichwouldreduce the complexity of administering a large number of shares. This action would also require an amendment to the Memorandum of Incorporation to enable the application of the rounding principle as more fully explained in paragraph 4.

The purpose of this circular is to furnish the Company’s shareholders with all the relevant information relating to the proposed corporate actions and to convene a general meeting of shareholders in order for them to consider and, if deemed fit, approve, with or without amendment, the resolutions to effect the corporate actions in terms of the notice of general meeting attached to and forming part of this circular.

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2. SHARE CAPITAL OF THE COMPANY

The authorised and issued share capital of the Company at the last practicable date is set out below:

R’000

Authorised share capital

5 500 000 000 ordinary shares of no par value

Issued share capital


Stated capital 976 114

3. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY

In order for the Company to issue further shares as consideration for inter alia potential acquisitions and for possible capital raisings in the future, subject to the necessary consents and approvals of the shareholders, the JSE and any other relevant regulatory authorities being in place, it is necessary to increase the authorised share capital of the Company. Accordingly, shareholders will be requested to approve the special resolution necessary to implement an increase in the authorised share capital of the Company from 5 500 000 000 ordinary shares of no par value to 11 000 000 000 ordinary shares of no par value by the creation of an additional 5 500 000 000 ordinary shares of no par value.

The resolution approving the increase in authorised share capital is subject to 75% of shareholders present, in person or by proxy voting in favour of the resolution at the general meeting.

The increase will be effective from the date that the special resolution regarding the increase is filed and registered with the CIPC.

Upon their issue, all shares issued pursuant to the increase in the authorised share capital of the Company will be listed and will rank pari passu in all respects with the existing shares in issue.

The authorised and issued share capital of the Company after the increase in the authorised share capital of the Company will be:

R’000

Authorised share capital


Issued share capital



4. CONSOLIDATION OF THE SHARE CAPITAL OF THE COMPANY

It is proposed that Andulela consolidate its share capital on a 50:1 basis so that Andulela’s 11 000 000 000 authorised ordinary shares will pursuant to the consolidation be reduced to 220 000 000 authorised ordinary shares, and 4 382 241 731 issued ordinary shares will pursuant to the consolidation be reduced to 87 644 834 ssued ordinary shares (taking into account fractions rounded up or down).

In implementing the consolidation, the Company is required by the JSE to apply the rounding principle (that is, a shareholder becoming entitled to a fraction of a share arising from a consolidation will be rounded up or down to the nearest number in accordance with the rounding principle whereby fractions of 0,5 and above will be rounded up and fractions below 0,5 will be rounded down) (the “rounding principle”).

Accordingly, the Company is to propose an amendment to the Memorandum of Incorporation of the Company which is set out in special resolution number 2 of the notice of general meeting attached to this circular by the insertion of a new Article 8.16 of the Memorandum of Incorporation with a provision which allows for the application of the rounding principle.

Further, accordingly the implementation of the consolidation is subject to the MOI amendment being approved by shareholders and the MOI amendment being registered by the CIPC.

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Notwithstanding the adoption of the MOI amendment, should special resolution number 2 be adopted by the requisite majority of shareholders, shareholders whose fractions are rounded down in accordance with the above rounding principle pursuant to the consolidation may request payment from the Company for such fraction, by written notice to the Company, care of Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, Johannesburg, or PO Box 4844, Johannesburg, 2000 by no later than the consolidation record date, defined below. The amount payable for such fractions upon request by the shareholder will be an amount equal to the percentage which the fraction represents of one share after the consolidation, multiplied by 13 cents. Given that the administrative costs associated with the fraction payments by the Company will far exceed the amount payable in respect of the fractions, payment will only be effected to shareholders who request such payment in accordance with this paragraph.

As the Company has given notice to shareholders of the general meeting to consider adopting a resolution authorising the MOI amendment which might be regarded as an “amendment altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares as contemplated in section 37(8) of the Companies Act” insofar as shareholders whose fractions are rounded down in accordance with the rounding principle are concerned, the notice of general meeting includes a statement informing shareholders of their rights under section 164 of the Companies Act, part of which is set out below and a complete extract of which is set out in Annexure 2.

Section 164 of the Companies Act provides that:

• atanytimebeforespecialresolutionnumber2istobevotedon,ashareholdermaygivetheCompanyawritten notice objecting to special resolution number 2;

• within10businessdaysaftertheCompanyhasadoptedspecialresolutionnumber2,theCompanymustsend a notice that special resolution number 2 has been adopted to each shareholder who gave the Company a written notice of objection and has neither withdrawn that notice nor voted in favour of special resolution number 2;

• ashareholdermaydemandinwritingwithin20businessdaysafterreceiptofthenoticereferredtoabovethat the Company pay the shareholder the fair value for all the shares of the Company held by that person if:

– the shareholder sent the Company a notice of objection;

– the Company has adopted special resolution number 2; and

– the shareholder voted against special resolution number 2 and has complied with all of the procedural requirements of section 164 of the Companies Act;

• thedemandsentbytheshareholdertotheCompanyasprovidedabovemustsetout:

– the shareholder’s name and address;

– the number of shares in respect of which the shareholder seeks payment; and

– demand for payment of the fair value of those shares. The fair value of the shares is determined as at the date on which, and the time immediately before, the Company adopted special resolution number 2 that gave rise to the shareholder’s rights under section 164 of the Companies Act;

• ashareholderwhohassentademandhasnofurtherrightsinrespectofthoseshares,otherthantobepaid their fair value unless:

– the shareholder withdraws that demand before the Company makes an offer under section 164(11) of the Companies Act or allows an offer by the Company to lapse, as contemplated in section 164(12)(b);

– the Company fails to make an offer in accordance with section 164(11) of the Companies Act and the shareholder withdraws the demand; or

– the Company by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholders’ rights under section 164 of the Companies Act;

• ifanyoftheeventsmentionedaboveoccur,allof theshareholder’srights inrespectofthesharesarereinstated without interruption.

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Any shareholder that is in doubt as to what action to take must consult their legal or professional advisor in this regard. A copy of section 164 of the Companies Act is attached as Annexure 2.

Before exercising their rights under section 164 of the Companies Act, shareholders should have regard to the following factors relating to the MOI amendment:

• ashareholderwhosefractionsareroundeddowninaccordancewiththeroundingprinciplehasarighttorequest payment from the Company as is set out above;

• thecourtisempoweredtograntacostsorderinfavourof,oragainst,adissentingshareholder,asmaybe applicable.

4.1. Reasons for the consolidation

The consolidation is being proposed for the following reasons:

• theboardbelievesthattheconsolidation(subsequenttotheincreaseintheCompany’sauthorisedshare capital) will reduce the administrative burden and costs;

• the Company has an issued share capital of 4 382 241 731 ordinary shares. The proposedconsolidation will reduce the issued share capital of the Company to 87 644 834 issued ordinary shares.

The authorised and issued share capital of the Company after the increase and the consolidation will be:

R’000

Authorised

220 000 000 ordinary shares of no par value

Issued

87 644 834 ordinary shares of no par value


Shareholders will accordingly be requested to approve special resolution number 2 and special resolution number 3 set out in the notice of general meeting to give effect to the MOI amendment and the consolidation.

Subject to the filing and registration of the special resolutions regarding the increase and the MOI amendment, the consolidation will be effective from the date that the special resolution regarding the consolidation is filed and registered with the CIPC.

The table of entitlement in respect of the consolidation is set out in Annexure 1.

The JSE has agreed to amend the listing of Andulela’s share capital to make provision for the consolidation with effect from the date to be announced in the finalisation announcement under the new ISIN ZAE000172870.

The record date for purposes of determining those shareholders whose shares will be subject to the consolidation will be announced in the finalisation announcement and is dependent upon when the requisite special resolutions are filed and registered with the CIPC (the “consolidation record date”). The last day to trade in Andulela’s shares on the JSE in order to be recorded as a shareholder on the consolidation record date will also be announced in the finalisation announcement.

4.2. Procedure to be followed by certificated shareholders for the consolidation

Subject to the passing and the registration of the special resolutions necessary for the consolidation, it is necessary to recall share certificates from certificated shareholders in order to replace them with certificates reflecting the consolidation.

To facilitate the timeous receipt by certificated shareholders of replacement share certificates, certificated shareholders who wish to anticipate the implementation of the consolidation and who do not wish to deal in their existing shares prior to the consolidation are requested to surrender their certificates, under cover of the form of surrender, to the transfer secretaries, at the address set out in that form, prior to the consolidation record date.

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Share certificates so received will be held in trust by the transfer secretaries pending the consolidation becoming unconditional. In the event that the consolidation does not become unconditional, the transfer secretaries will, within five business days thereafter, return the certificates to the certificated shareholders concerned, by registered post, at the risk of such shareholders.

The results of the general meeting will be announced on SENS on Thursday, 28 February 2013. Should the consolidation be approved and implemented, shareholders who have not already surrendered their share certificates will be required to do so under cover of the attached form of surrender, which should be retained for that purpose as no further form of surrender will be circulated to shareholders. Additional copies may be requested from the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, Johannesburg.

In the case of certificated shareholders whose registered addresses in the Company’s register in South Africa are outside the Common Monetary Area, or where the relevant certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply:

• Non-residentswhoareemigrantsfromtheCommonMonetaryArea

The replacement share certificate reflecting the consolidation will be restrictively endorsed in terms of the South African Exchange Control Regulations and will be sent to the shareholders’ authorised dealer in foreign exchange in South Africa controlling their blocked assets;

• Allothernon-residents

The replacement share certificate reflecting the consolidation will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations.

4.3. Procedure to be followed by dematerialised shareholders for the consolidation

Dematerialised shareholders must not do anything as their accounts at their CSDP or broker will automatically be updated.

5. MAJOR SHAREHOLDERS

The following shareholders, other than directors, beneficially held, directly or indirectly an interest of 5% or more of the shares in issue on the last practicable date:

Shareholder Shareholding*Percentage

of sharesNewshelf 1005 (Pty) Limited (Proprietary) Limited 3 889 423 980 88,75The Rafik Mohamed Family Trust 233 136 122 5,32Total 4 122 560 102 94,07

* Based on 4 382 241 731 shares in issue

6. DIRECTORS’ INTERESTS

6.1. Directors’ interests in Andulela

As at the last practicable date, the directors (and their associates) had the following direct and indirect beneficial interest in shares:

DirectorNumber of shares

directly heldNumber of shares

indirectly held*Percentage

of sharesA Kaka – – –PC de Jager – – –PE du Preez – – –MJ Husain – – –CWN Molope – – –I Kajee – – –GR Rosenthal – – –Total – – –

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There has been no change to the directors’ direct and indirect beneficial interests in shares between 30 June 2012 and the last practicable date.

6.2. Directors’ interests in transactions

None of the directors have any material beneficial interests, whether direct or indirect in any transactions that have been effected by Andulela during the current or preceding financial year or during an earlier financial year that remain outstanding or underperformed.

7. LITIGATION STATEMENT

There are no material legal or arbitration proceedings (including proceedings which are pending or threatened of which directors are aware) that may have or have had, during the 12-month period preceding the last practicable date, a material effect on the financial position of Andulela.

8. MATERIAL CHANGES

There have been no material changes in the financial or trading position of Andulela between the end of the respective latest financial reporting period and the last practicable date.

9. EXPENSES

The expenses of the increase, MOI amendment and the consolidation and the distribution of this circular shall be borne by the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are set out in the “Corporate Information” section of this circular, individually and collectively, accept full responsibility for the accuracy of the information given in relation to Andulela and certify that, to the best of their knowledge and belief, no facts have been omitted that would make any statement in this circular false or misleading and have made all reasonable enquiries to ascertain such facts have been made and that this circular contains all information required by law and the Listings Requirements.

11. CONSENTS

Each of Java Capital and the transfer secretaries have consented in writing to act in their capacities and to their names being stated in this circular and have not withdrawn their consents prior to the publication of this circular.

12. NOTICE OF GENERAL MEETING

The general meeting of shareholders will be held at 108 4th Street, Parkmore, Sandton, 2196 at 16:30 on Wednesday, 27 February 2013 for the purposes of considering and, if deemed fit, passing with or without modification, the resolutions.

13. ACTION TO BE TAKEN BY SHAREHOLDERS

A form of proxy is attached for the convenience of certificated and “own-name” dematerialised shareholders who are unable to attend the general meeting, but who wish to be represented thereat. In order to ensure validity, duly completed forms of proxy must be returned to the transfer secretaries, so as to be received by them by no later than 16:30 on Monday, 25 February 2013.

The CSDP or broker, as the case may be, of dematerialised shareholders other than those with “own-name” registration, should contact such dematerialised shareholders to ascertain how they wish their votes to be cast at the general meeting and thereafter cast their votes in accordance with their instructions. If such dematerialised shareholders have not been contacted it is recommended that they contact their CSDP or broker, as the case may be, to advise them as to how they wish their vote to be cast.

Dematerialised shareholders, other than those with “own-name” registration, who wish to attend the general meeting, must request a letter of representation from their CSDP or broker, as the case may be.

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14. JSE LISTING

The Issuer Regulation Division of the JSE has granted approval for the relevant amendments to the Company’s listing pursuant to the consolidation subject to shareholders’ approval thereof and the filing and registration with CIPC of the relevant special resolutions. The new ISIN will be ZAE000172870.

15. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection during normal business hours at the registered office of Andulela being 108 4th Street, Parkmore, Sandton, 2196, from 25 January 2013 to 27 February 2013:

• asignedcopyofthiscircular,noticeofgeneralmeetingandformofsurrender;

• theMemorandumofIncorporationoftheCompanyandeachofitssubsidiaries;

• theauditedannualfinancialstatementsoftheCompanyandtheconsolidatedGroupforthethreefinancialyears ended 31 December 2011, 2010 and 30 June 2009; and

• thelettersofconsentreferredtoinparagraph11.

Ashruf KakaChief Executive Officer

Signed at Johannesburg by Ashruf Kaka on his own behalf as a director and on behalf of all the other directors of the Company, he being duly authorised in terms of powers of attorney granted to him by such other directors.

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Annexure 1

TABLE OF ENTITLEMENT

The following table sets out the number of Andulela shares of no par value which a shareholder of the Company will receive pursuant to the consolidation based on the consolidation ratio of 1 Andulela share of no par value for every 50 Andulela shares of no par value held.

Fractions arising from the consolidation will be rounded up or down to the nearest whole number in accordance with the rounding principle where fractions of 0,5 and above will be rounded up and fractions below 0,5 will be rounded down.

Number of existing shares Rounded number of shares to which a shareholder is entitled

Number of shares to which a shareholder is entitled

1 0 0,02

2 0 0,04

3 0 0,06

4 0 0,08

5 0 0,10

6 0 0,12

7 0 0,14

8 0 0,16

9 0 0,18

10 0 0,20

11 0 0,22

12 0 0,24

13 0 0,26

14 0 0,28

15 0 0,30

16 0 0,32

17 0 0,34

18 0 0,36

19 0 0,38

20 0 0,40

21 0 0,42

22 0 0,44

23 0 0,46

24 0 0,48

25 1 0,50

26 1 0,52

27 1 0,54

28 1 0,56

29 1 0,58

30 1 0,60

31 1 0,62

32 1 0,64

33 1 0,66

34 1 0,68

16



35 1 0,70

36 1 0,72

37 1 0,74

38 1 0,76

39 1 0,78

40 1 0,80

41 1 0,82

42 1 0,84

43 1 0,86

44 1 0,88

45 1 0,90

46 1 0,92

47 1 0,94

48 1 0,96

49 1 0,98

50 1 1,00

51 1 1,02

52 1 1,04

53 1 1,06

54 1 1,08

55 1 1,10

56 1 1,12

57 1 1,14

58 1 1,16

59 1 1,18

60 1 1,20

61 1 1,22

62 1 1,24

63 1 1,26

64 1 1,28

65 1 1,30

66 1 1,32

67 1 1,34

68 1 1,36

69 1 1,38

70 1 1,40

71 1 1,42

72 1 1,44

73 1 1,46

74 1 1,48

75 2 1,50

76 2 1,52

77 2 1,54

78 2 1,56

17



79 2 1,58

80 2 1,60

81 2 1,62

82 2 1,64

83 2 1,66

84 2 1,68

85 2 1,70

86 2 1,72

87 2 1,74

88 2 1,76

89 2 1,78

90 2 1,80

91 2 1,82

92 2 1,84

93 2 1,86

94 2 1,88

95 2 1,90

96 2 1,92

97 2 1,94

98 2 1,96

99 2 1,98

100 2 2,00

1 000 20 20,00

10 000 200 200,00

1 000 000 20 000 20 000,00

10 000 000 200 000 200 000,00

100 000 000 2 000 000 2 000 000,00

1 000 000 000 20 000 000 20 000 000,00

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Annexure 2

SECTION 164 – DISSENTING SHAREHOLDERS’ APPRAISAL RIGHTS

“1. This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

2. If a company has given notice to shareholders of a meeting to consider adopting a resolution to:

(a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or

(b) enter into a transaction contemplated in section 112, 113, or 114,

that notice must include a statement informing shareholders of their rights under this section.

3. At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

4. Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who:

(a) gave the company a written notice of objection in terms of subsection (3); and

(b) has neither:

(i) withdrawn that notice; or

(ii) voted in support of the resolution.

5. A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if:

(a) the shareholder:

(i) sent the company a notice of objection, subject to subsection (6); and

(ii) in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(b) the company has adopted the resolution contemplated in subsection (2); and

(c) the shareholder:

(i) voted against that resolution; and

(ii) has complied with all of the procedural requirements of this section.

6. The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

7. A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within:

(a) 20 business days after receiving a notice under subsection (4); or

(b) if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been adopted.

8. A demand delivered in terms of subsections (5) to (7) must state:

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder seeks payment; and

(c) a demand for payment of the fair value of those shares.

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9. A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless:

(a) the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);

(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c) the company revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

10. If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

11. Within five business days after the later of:

(a) the day on which the action approved by the resolution is effective;

(b) the last day for the receipt of demands in terms of subsection (7)(a); or

(c) the day the company received a demand as contemplated in subsection (7)(b), if applicable, the company must send to each shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.

12. Every offer made under subsection (11):

(a) in respect of shares of the same class or series must be on the same terms; and

(b) lapses if it has not been accepted within 30 business days after it was made.

13. If a shareholder accepts an offer made under subsection (12):

(a) the shareholder must either in the case of:

(i) shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or

(ii) uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b) the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and:

(i) tendered the share certificates; or

(ii) directed the transfer to the company of uncertificated shares.

14. A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has:

(a) failed to make an offer under subsection (11); or

(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

15. On an application to the court under subsection (14):

(a) all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b) the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c) the court:

(i) may determine whether any other person is a dissenting shareholder who should be joined as a party;

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(ii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii) in its discretion may:

(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv) may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the fair value by the court; and

(v) must make an order requiring:

(aa) the dissenting shareholders to either withdraw their respective demands, in which case the shareholder is reinstated to their full rights as a shareholder, or to comply with subsection (13)(a); and

(bb) the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection (13)(a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under this section.

16. The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

17. If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pay its debts as they fall due and payable for the ensuing 12 months:

(a) the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b) the court may make an order that:

(i) is just and equitable, having regard to the financial circumstances of the company; and

(ii) ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other financial obligations as they fall due and payable.

18. If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

19. For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to:

(a) the provisions of that section; or

(b) the application by the company of the solvency and liquidity test set out in section 4.

20. Except to the extent:

(a) expressly provided in this section; or

(b) that the Panel rules otherwise in a particular case,

a payment by a company to a shareholder in terms of this section does not obligate any person to make a comparable offer under section 125 to any other person.”

21







NOTICE OF GENERAL MEETING

The attention of shareholders is drawn to paragraph 4 and Annexure 2 of the circular to which this notice of general meeting is attached which in accordance with section 164(2)(a) of the Companies Act, No 71 of 2008 (“the Companies Act” or “the Act”) sets out the provisions of section 164 of the Companies Act.

Notice is hereby given that a general meeting of Andulela shareholders will be held at the offices of Andulela being Abalengani Office Block, 108 4th Street, Parkmore, Sandton, Johannesburg at 16:30 on Wednesday, 27 February 2013 (the “general meeting”), for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions set out below.

Important dates to note

2013

Record date for receipt of notice purposes Friday, 18 January

Last day to trade in order to be eligible to vote at the general meeting Friday, 15 February

Record date for voting purposes (“voting record date”) at the general meeting Friday, 22 February

Where appropriate and applicable the terms defined in the circular to which this notice of general meeting is attached and forms part of bear the same meanings in this notice of general meeting, and in particular in the resolutions set out below.

In terms of section 62(3)(e) of the Companies Act:

• Ashareholderwhoisentitledtoattendandvoteatthegeneralmeetingisentitledtoappointaproxyortwoormore proxies to attend and participate in and vote at the general meeting in the place of the shareholder, by completing the form of proxy in accordance with the instructions set out therein;

22

• AproxyneednotbeashareholderoftheCompany;

• AndulelashareholdersrecordedintheregisteroftheCompanyonthevotingrecorddate(includingshareholdersand their proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in the general meeting: in this regard, all Andulela shareholders recorded in the register of the Company on the voting record date will be required to provide identification satisfactory to the chairman of the general meeting. Forms of identification include valid identity documents, driver’s licences and passports.

Special resolution number 1: Increase in the Company’s authorised share capital

“Resolved as a special resolution that, subject to the filing and registration with the CIPC of this special resolution number 1 to be considered at this general meeting, the Company’s authorised share capital of 5 500 000 000 ordinary shares of no par value be increased to 11 000 000 000 ordinary shares of no par value by the creation of an additional 5 500 000 000 ordinary shares of no par value on the understanding that paragraph 8.1.1 of the Company’s Memorandum of Incorporation be and is hereby amended to read:

“11 000 000 000 ordinary no par value shares, of the same class, each of which ranks pari passu in respect of all rights and entitles the holder to.”

In order for special resolution number 1 to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders, present in person or by proxy, is required to pass this special resolution number 1.

Reason for and effect of special resolution number 1

The reason for special resolution number 1 is to increase the authorised share capital of the Company allowing for the allotment and issue of shares in the Company for possible acquisitions or capital raisings as are allowed for in its Memorandum of Incorporation but subject to the necessary consents and approvals being in place by shareholders, the JSE Limited or any other regulatory authorities. The effect of special resolution number 1 will be that the Company’s authorised share capital of 5 500 000 000 ordinary shares of no par value will be increased to 11 000 000 000 ordinary shares of no par value. The issued share capital of the Company shall remain unchanged.

Special resolution number 2: Amendment of the Company’s Memorandum of Incorporation

“Resolved as a special resolution that, subject to the filing and registration with the CIPC of special resolution number 1 to be considered at this general meeting and the filing and registration of this special resolution number 2 with the CIPC, the Memorandum of Incorporation of the Company be and it is hereby amended by the insertion of Article 8.16 as follows:

“8.16 If as a result of any consolidation of Shares a fraction of a Share is created, the Directors shall round up or down such fraction, based on a standard rounding principle, such that allocations will be rounded down to the nearest whole number if less than 0,5 and will be rounded up to the nearest whole number if equal to or greater than 0,5 resulting in allocations of whole Shares and no fractional entitlements and the Directors are hereby authorised to allot and issue that number of issued Shares in the authorised but unissued Share capital of the Company, if any, required to do so. If as a result of applying the standard rounding principle a consolidation results in a Shareholder holding less than 1 Share, then such Shareholder’s holding will be rounded down to no Share.”

In order for special resolution number 2 to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders, present in person or by proxy, is required to pass this resolution.


The reason for and effect of special resolution number 2 is to amend the Memorandum of Incorporation of the Company to allow the Company to round up or down any fractions of shares which is or would be included in the holding of any shareholder arising from a consolidation by the Company of any class of its shares, more particularly, the consolidation set out in special resolution number 3 below.

Special resolution number 3: Consolidation of shares

“Resolved as a special resolution in terms of Article 8.5 of the Company’s Memorandum of Incorporation (as amended) and subject to the filing and registration with the CIPC of special resolution number 1 and special resolution number 2 to be considered at this general meeting and the filing and registration of this special resolution number 3 with the CIPC that:

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3.1 the authorised ordinary shares of the Company, comprising 11 000 000 000 ordinary shares of no par value be consolidated and reduced on a 50:1 basis into 220 000 000 ordinary shares of no par value on the understanding that paragraph 8.1.1 of the Company’s Memorandum of Incorporation (amended as contemplated in special resolution number 1 and special resolution number 2) be and is hereby amended to read: “220 000 000 ordinary no par value shares, of the same class, each of which ranks pari passu in respect of all rights and entitles the holder to;”

3.2 the issued ordinary shares of the Company, comprising 4 382 241 731 ordinary shares of no par value be consolidated and reduced on a 50:1 basis into 87 644 834 (after taking into account fractions) ordinary shares of no par value.”

In order for special resolution number 3 to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders, present in person or by proxy, is required to pass this special resolution number 3.


The reason for special resolution number 3 is to consolidate the Company’s existing authorised and issued ordinary share capital on a 50:1 basis. The effect of special resolution number 3 will be that the Company’s authorised share capital of 11 000 000 000 ordinary shares of no par value will be consolidated on a 50:1 basis into 220 000 000 ordinary shares of no par value and that correspondingly the issued share capital of the Company comprising 4 382 241 731 ordinary shares of no par value will be consolidated into 87 644 834 ordinary shares of no par value.

Ordinary resolution number 1: Signature of documentation

“Resolved that any director of the Company or the company secretary be and is hereby authorised to sign all such documentation and do all such things as may be necessary for or incidental to the implementation of special resolution numbers 1, 2 and 3 which are passed by the shareholders in accordance with and subject to the terms thereof.”

In order for ordinary resolution number 1 to be adopted, the support of more than 50% of the total number of votes exercisable by shareholders, present in person or by proxy, is required to pass this resolution.

QUORUM

A quorum for the purposes of considering the resolutions above shall consist of three shareholders of the Company personally present (and if the shareholder is a body corporate, it must be represented) and entitled to vote at the general meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be exercised by shareholders in respect of the resolutions above.

The date on which shareholders must be recorded as such in the register maintained by the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, Johannesburg, for the purposes of being entitled to attend, participate in and vote at the general meeting is Friday, 22 February 2013.

VOTING AND PROXIES

A shareholder of the Company entitled to attend and vote at the general meeting is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, vote and speak in his/her stead.

On a show of hands, every shareholder of the Company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the Company present in person or represented by proxy shall have one vote for every share held in the Company by such shareholder.

A form of proxy is attached for the convenience of any Andulela shareholder holding certificated shares who cannot attend the general meeting but who wishes to be represented thereat. Forms of proxy may also be obtained on request from the Company’s registered office. The completed form of proxy must be deposited at or posted to the office of the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, Johannesburg, Republic of South Africa (PO Box 4844, Johannesburg, 2000) to be received by not later than 16:30 on Monday, 25 February 2013. Any shareholder who

24

completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should the shareholder subsequently decide to do so.

Attached to the proxy form is an extract of section 58 of the Companies Act, to which shareholders are referred.

Shareholders who have already dematerialised their shares through a CSDP or broker and who wish to attend the general meeting must instruct their CSDP or broker to issue them with the necessary letter of representation to attend.

Dematerialised shareholders, who have elected “own-name” registration in the sub-register through a CSDP and who are unable to attend but who wish to vote at the general meeting must complete and return the attached form of proxy and lodge it with the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, PO Box 4844, Johannesburg, 2000 to be received by no later than 16:30 on Monday, 25 February 2013.

All beneficial owners whose shares have been dematerialised through a CSDP or broker other than with “own-name” registration, must provide the CSDP or broker with their voting instructions in terms of their custody agreement should they wish to vote at the general meeting. Alternatively, they may request the CSDP or broker to provide them with a letter of representation, in terms of their custody agreements, should they wish to attend the general meeting. Such shareholder must not complete the attached form of proxy.

In terms of section 63(1) meeting participants will be required to provide identification to the reasonable satisfaction of the chairman of the general meeting and the chairman must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a proxy for a shareholder) has been reasonably verified.

Electronic participation

Shareholders or their proxies may participate in the meeting by way of telephone conference call. Shareholders or their proxies who wish to participate in the general meeting via the teleconference facility will be required to advise the Company thereof by no later than 16:30 on Monday, 25 February 2013 by submitting, by email to the company secretary Mrs Joan Jones at [email protected], relevant contact details including email address, cellular number and landline, as well as full details of the shareholder’s title to the shares issued by the Company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shareholders), and (in the case of dematerialised shareholders) written confirmation from the shareholder’s CSDP confirming the shareholder’s title to the dematerialised shares. Alternatively, Mrs Jones can be contacted at (+27) 82 387 2425 for any alternate arrangements. Upon receipt of the required information, the Shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the general meeting.

Shareholders who wish to participate in the general meeting by way of telephone conference call must note that they will not be able to vote during the general meeting. Such shareholders, should they wish to have their vote counted at the general meeting, must, to the extent applicable:

(i) complete the form of proxy; or

(ii) contact their CSDP or stockbroker,

in both instances, as set out above.

By order of the board

Andulela Investment Holdings Limited

Registered office108 4th StreetParkmore, Sandton2196







FORM OF PROXY

Where appropriate and applicable the terms defined in the circular to which this form of proxy is attached and forms part of bear the same meanings in this form of proxy.

For use by shareholders of Andulela holding certificated shares and/or dematerialised shareholders who have elected “own-name” registration, nominee companies of CSDP’s and brokers’ nominee companies, registered as such at the close of business on Friday, 22 February2013 (the “voting record date”), at the general meeting to be held at the offices of Andulela being Abalengani Office Block, 108 4th Street, Parkmore, Sandton, Johannesburg at 16:30 on Wednesday, 27 February 2013 (the “general meeting”) or any postponement or adjournment thereof.

If you are a dematerialised shareholder, other than with “own name” registration, do not use this form. Dematerialised shareholders, other than with “own-name” registration, should provide instructions to their appointed Central Securities Depository Participant (“CSDP”) or broker in the form as stipulated in the agreement entered into between the shareholder and the CSDP or broker.

I/We (BLOCK LETTERS PLEASE)

of (address)

being the holder/s of Andulela shares hereby appoint:

1. or failing him/her

2. or failing him/her

3. the chairman of the general meeting,as my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the general meeting and at any adjournment or postponement thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed at the general meeting, and to vote on the resolutions in respect of the ordinary shares registered in my/our name(s), in the following manner (see note 1):

Number of votes

Shares

*For *Against *Abstain

Special resolution number 1 – Increase in the authorised share capital of the Company

Special resolution number 2 – Amendment to the Company’s Memorandum of Incorporation

Special resolution number 3 – Consolidation of shares

Ordinary resolution number 1 – Signature of documentation

* One vote per share held by Andulela shareholders recorded in the register on the voting record date.* Mark “for”, “against” or “abstain” as required. If no options are marked the proxy will be entitled to vote as he/she thinks fit.

Unless otherwise instructed, my/our proxy may vote or abstain from voting as he/she thinks fit.

Signed this day of 2013

Signature

Assisted by me (where applicable)

(State capacity and full name)

A shareholder entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a member of the Company. Each shareholder is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in place of that shareholder at the general meeting.

Forms of proxy must be deposited at Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, or posted to PO Box 4844, Johannesburg, 2000 so as to arrive by no later than 16:30 on Monday, 25 February 2013.

Notes to form of proxy:

1. This form of proxy is only to be completed by those ordinary shareholders who are:

a) holding ordinary shares in certificated form; or

b) recorded in the sub-register in electronic form in their “own name”,

on the date on which shareholders must be recorded as such in the register maintained by the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, in order to vote at the general meeting being Friday, 22 February 2013, and who wish to appoint another person to represent them at the general meeting.

2. Certificated shareholders wishing to attend the general meeting have to ensure beforehand with the transfer secretaries of the Company (being Link Market Services South Africa (Proprietary) Limited) that their shares are registered in their name.

3. Beneficial shareholders whose shares are not registered in their “own name”, but in the name of another, for example, a nominee, may not complete a proxy form, unless a form of proxy is issued to them by a registered shareholder and they should contact the registered shareholder for assistance in issuing instruction on voting their shares, or obtaining a proxy to attend, speak and, on a poll, vote at the general meeting.

4. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space, with or without deleting “the chairman of the general meeting”. The person whose name stands first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow.

5. A shareholder’s instructions to the proxy must be indicated by means of a tick or a cross in the appropriate box provided. However if you wish to cast your votes in respect of a lesser number of shares than you own in the Company, insert the number of shares in respect of which you desire to vote. If: (i) a shareholder fails to comply with the above; or (ii) gives contrary instructions in relation to any matter; or any additional resolution(s) which are properly put before the meeting; or (iii) the resolution listed in the proxy form is modified or amended, the shareholder will be deemed to authorise the chairman of the general meeting, if the chairman is the authorised proxy, to vote in favour of the resolutions at the general meeting, or any other proxy to vote or to abstain from voting at the general meeting as he/she deems fit, in respect of all the shareholder’s votes exercisable thereat. If however the Shareholder has provided further written instructions which accompany this form of proxy and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to in (i) to (iii) above, then the proxy shall comply with those instructions.

6. The forms of proxy should be lodged at Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, Johannesburg or posted to PO Box 4844, Johannesburg, 2000 so as to be received by not later than 16:30 on Monday, 25 February 2013.

7. The completion and lodgement of this form of proxy will not preclude the relevant Shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so. In addition to the aforegoing, a shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (ii) delivering a copy of the revocation instrument to the proxy, and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the Shareholder as at the later of the date in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the required manner.

8. The chairman of the general meeting may reject or accept any form of proxy which is completed and/or received, other than in compliance with these notes provided that, in respect of acceptances, he is satisfied as to the manner in which the Shareholder(s) concerned wish(es) to vote.

9. Any alteration to this form of proxy, other than a deletion of alternatives, must be initialled by the signatory/ies.

10. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Company or Link Market Services South Africa (Proprietary) Limited or waived by the chairman of the general meeting.

11. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by Link Market Services South Africa (Proprietary) Limited.

12. Where there are joint holders of shares:

12.1 any one holder may sign the form of proxy; and

12.2 the vote of the senior (for that purpose seniority will be determined by the order in which the names of shareholders appear in the register of members) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint holder(s) of shares.

13. If duly authorised, companies and other corporate bodies who are Shareholders of the Company having shares registered in their own name may, instead of completing this form of proxy, appoint a representative to represent them and exercise all of their rights at the meeting by giving written notice of the appointment of that representative. This notice will not be effective at the general meeting unless it is accompanied by a duly certified copy of the resolution or other authority in terms of which that representative is appointed and is received at Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001, Johannesburg, to reach the Company by no later than 16:30 on Monday, 25 February 2013.

14. This form of proxy may be used at any adjournment or postponement of the general meeting, including any postponement due to a lack of quorum, unless withdrawn by the shareholder.

15. The aforegoing notes contain a summary of the relevant provisions of section 58 of the Companies Act, 2008 (the “Companies Act”), as required in terms of that section. In addition, an extract from the Companies Act reflecting the provisions of section 58 of the Companies Act, is attached to this form of proxy.

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EXTRACT FROM THE COMPANIES ACT

“58. Shareholder right to be represented by proxy

(1) At any time, a shareholder of a company may appoint any individual, including an individual who is not a shareholder of that company, as a proxy to:

(a) participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or

(b) give or withhold written consent on behalf of the shareholder to a decision contemplated in section 60.

(2) A proxy appointment:

(a) must be in writing, dated and signed by the shareholder; and

(b) remains valid for:

(i) one year after the date on which it was signed; or

(ii) any longer or shorter period expressly set out in the appointment,

unless it is revoked in a manner contemplated in subsection (4)(c), or expires earlier as contemplated in subsection (8)(d).

(3) Except to the extent that the Memorandum of Incorporation of a company provides otherwise:

(a) a shareholder of that company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder;

(b) a proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and

(c) a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at a shareholders meeting.

(4) Irrespective of the form of instrument used to appoint a proxy:

(a) the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder;

(b) the appointment is revocable unless the proxy appointment expressly states otherwise; and

(c) if the appointment is revocable, a shareholder may revoke the proxy appointment by:

(i) cancelling it in writing, or making a later inconsistent appointment of a proxy; and

(ii) delivering a copy of the revocation instrument to the proxy, and to the Company.

(5) The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of:

(a) the date stated in the revocation instrument, if any; or

(b) the date on which the revocation instrument was delivered as required in subsection (4)(c)(ii).

(6) If the instrument appointing a proxy or proxies has been delivered to a company, as long as that appointment remains in effect, any notice that is required by this Act or the company’s Memorandum of Incorporation to be delivered by the company to the shareholder must be delivered by the company to:

(a) the shareholder; or

(b) the proxy or proxies, if the shareholder has:

(i) directed the company to do so, in writing; and

(ii) paid any reasonable fee charged by the company for doing so.

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(7) A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the Memorandum of Incorporation, or the instrument appointing the proxy, provides otherwise.

(8) If a company issues an invitation to shareholders to appoint one or more persons named by the company as a proxy, or supplies a form of instrument for appointing a proxy:

(a) the invitation must be sent to every shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised;

(b) the invitation, or form of instrument supplied by the company for the purpose of appointing a proxy, must:

(i) bear a reasonably prominent summary of the rights established by this section;

(ii) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by the shareholder; and

(iii) provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution or resolutions to be put at the meeting, or is to abstain from voting;

(c) the company must not require that the proxy appointment be made irrevocable; and

(d) the proxy appointment remains valid only until the end of the meeting at which it was intended to be used, subject to subsection (5).

(9) Subsection (8)(b) and (d) do not apply if the company merely supplies a generally available standard form of proxy appointment on request by a shareholder.”







FORM OF SURRENDER (for use by certificated shareholders only)

The definitions commencing on page 5 of the circular to which this form of surrender is attached and forms part, have, where necessary, been used herein.

Instructions:

1. This form of surrender is for use by certificated shareholders only and should be read in conjunction with the circular.

2. A separate form of surrender is required for each certificated shareholder.

3. Part A must be completed by all shareholders who return this form of surrender.

4. Part B must be completed by shareholders who are emigrants from or non-residents of the Common Monetary Area.

Please also read the notes on the reverse side hereof

To: Andulela Investment Holdings Limited

Care of: Link Market Services South Africa (Proprietary) Limited 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 Johannesburg (PO Box 4844, Johannesburg 2000)

Dear Sirs,

I/We, the undersigned, hereby surrender and attach the following documents of title in respect of my/our shares in Andulela.

Form of Surrender

PART A – Applicable to all certificated Andulela shareholders.

Share certificate/s and/or documents of title surrendered:

Name of registered holder (separate form for each

holder)Certificate number(s)(in numerical order)

Number of Andulela shares covered by each certificate Total

Total

I/We irrevocably and in rem suam authorise you to produce the signature of such documents that may be necessary to complete the replacement of the ordinary shares with shares reflecting the consolidation of the share capital.

I/We hereby instruct you to forward the replacement share certificate to me/us, by registered post at my/our own risk, to the address below and confirm that, where no address is specified, the share certificate/s will be forwarded to my/our address recorded in the Company’s share register.

My/our signature/s on this form constitutes my/our execution of this instruction.

Signature of shareholder:

Assisted by (if applicable): Name: Capacity:

Signature: Date:

Please complete the section below in BLOCK LETTERS:

Surname of name of corporate body:

First names (in full), if applicable:

Title (Mr, Mrs, Miss, Dr, etc.):

Postal address (preferably PO Box address): Postal code:

Telephone number (office hours): (Code): Number:

Cellphone number:

PART B

To be completed by all emigrants from and non-residents of the Common Monetary Area. The replacement share certificate will be forwarded to the authorised dealer nominated below for its control. Accordingly, non-residents who are emigrants from the Common Monetary Area must provide the following information:

Name of authorised dealer/bank: Stamp and address of agent lodging this form (if any)

Address:

Account number:

If no nomination is made, the replacement share certificate will be held in trust by the transfer secretaries.

Notes:

1. All shareholders completing and returning this form of surrender must also surrender all their existing documents of title.

2. No receipts will be issued for documents lodged, unless specifically requested. In compliance with the requirements of the JSE, lodging agents are requested to prepare special transaction receipts. Signatories may be called upon for evidence of their authority or capacity to sign this form of surrender.

3. Any alterations to this form of surrender must be signed in full and not initialled.

4. If this form of surrender is signed under power of attorney, then such power of attorney, or a notarially certified copy hereof, must be sent with this form of surrender for noting (unless it has already been noted by the transfer secretaries).

5. Where the member is a company or a closed corporation, unless it has already been registered with the transfer secretaries, a certified copy of the director’s or member’s resolution authorising the signing of this form of surrender must be submitted if so requested by the transfer secretaries.

6. Note 5 does not apply in the event of this form of surrender bearing the stamp of a broking member of the JSE.

7. Where there are joint holders of any shares, only that holder whose name appears first in the register in respect of such shares need sign this form of surrender.

8. A shareholder married in community of property or a minor must ensure this form of surrender is also signed by his/her spouse or parent or guardian, as the case may be.

CIRCULAR TO SHAREHOLDERS - Andulela … INFORMATION Registered office of Andulela 108 4th Street...

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Transcript of CIRCULAR TO SHAREHOLDERS - Andulela … INFORMATION Registered office of Andulela 108 4th Street...