ANNUAL FINANCIAL STATEMENTS continued

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1 ANNUAL FINANCIAL STATEMENTS continued NOTICE OF ANNUAL GENERAL MEETING EQSTRA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) JSE share code: EQS ( Eqstra or company ) If you are in any doubt about what action you should take, forward this document together with the enclosed form of proxy to the purchaser of such shares or the broker, banker or other agent through whom you disposed of such shares. REGISTERED AND CORPORATE OFFICE The notice of annual general meeting setting out the resolutions to be proposed at the meeting, together with explanatory notes. There are also guidance notes if you A proxy form for completion, signature and submission to the share registrars by shareholders holding Eqstra sub-registered electronic form in own name. NOTICE ( the meeting ) of the members of the company to be held Kempton Park, Johannesburg, South Africa on Tuesday postponement thereof, to conduct the following business the resolutions contained herein. The minutes of the annual general meeting held on preceding the meeting. MEMORANDUM OF INCORPORATION memorandum of incorporation ( MOl ) of the company comprised its memorandum of association and its articles of association. On the date that the Act came into effect, the memorandum of association and articles of association of the Accordingly, for consistency of reference in this notice of annual general meeting, the term MOl is used throughout to refer to the company s memorandum of association and its articles of association (which now form company s MOl in this notice of annual general meeting the company s articles of association. RECORD DATES of the Act, set the record date, for the purpose of determining which shareholders of the company are of the Companies Act, set the record date, for purposes of determining which shareholders of the company are to trade in order to be registered in the register of members of the company and therefore eligible to participate in and ELECTRONIC PARTICIPATION IN THE ANNUAL GENERAL MEETING Shareholders or their proxies may participate in the meeting by way of a teleconference call and, if they wish to do so: must contact the company secretary (by at will be billed separately by their own telephone in the meeting. 156

2 ORDINARY RESOLUTION NUMBER 1 of the auditors, remuneration report, audit committee To re-elect by way of separate resolutions: MOI of the company. These directors, who integrated report. 2.1 ORDINARY RESOLUTION NUMBER 2 elected as a director of the company. 2.2 ORDINARY RESOLUTION NUMBER 3 as a director of the company. 2.3 ORDINARY RESOLUTION NUMBER 4 is hereby elected as a director of the company. re-appointed as the independent external auditors of next annual general meeting. To re-elect, by way of separate resolutions, the members of the audit committee. These directors, of the integrated report: 4.1 ORDINARY RESOLUTION NUMBER 6 as a member of the audit committee. 4.2 ORDINARY RESOLUTION NUMBER 7 as a member of the audit committee. 4.3 ORDINARY RESOLUTION NUMBER 8 re-elected as a member of the audit committee, subject to his re-election as a director pursuant to ordinary 4.4 ORDINARY RESOLUTION NUMBER 9 and is hereby re-elected as a member of the audit committee. as contained in the remuneration report for the year of the report). NON-BINDING ADVISORY RESOLUTION NUMBER 10 commonly referred to as King III. 6.1 SPECIAL RESOLUTION NUMBER 1 INCREASE OF NON-EXECUTIVE DIRECTORS FEES company s MOI, the fees payable to the chairperson Board annual retainers will be payable in proportion Except for the chairperson of the board, each for each board meeting attended by such director. EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

3 ANNUAL FINANCIAL STATEMENTS continued NOTICE OF ANNUAL GENERAL MEETING (continued) to attract and retain persons of the calibre required to make meaningful contributions to the company. The A recent benchmarking exercise has indicated that remain within the medium quartile of the comparator group. The requirement of competing in the market and compliance with increasingly onerous and complex directors of good standing. the chairperson, the remuneration and nomination fees for comparable South African companies. The board, that the remuneration for the chairperson and non- by shareholders. As the directors remuneration has remained reasonable and in the best interests of the company. 6.2 SPECIAL RESOLUTION NUMBER 2 INCREASE OF NON-EXECUTIVE DIRECTORS COMMITTEE FEES The reason for proposing special resolution number 2 is the same as that for proposing special resolution 6.3 SPECIAL RESOLUTION NUMBER 3 GENERAL AUTHORITY TO REPURCHASE SHARES IN THE COMPANY company is hereby authorised, by way of a renewable purchase of ordinary shares in the company by any subsidiary of the company, upon such terms and condition and in such amounts as the directors of the company may from time to time determine, but subject the general repurchase of ordinary shares in the company s issued ordinary share capital as at the the general repurchase of securities will be effected through the order book operated by the JSE Limited trading system and done without any prior understanding or arrangement between the company general repurchases may not be made at a price 158

4 days immediately preceding the date on which the transaction is affected. The JSE Limited should be at any point in time, a company may only appoint one agent to effect any repurchases on the a resolution has been passed by the board of the general repurchase, that the company passed was done there were no material changes to the any such general repurchases are subject to the number of shares purchased and held by a subsidiary or subsidiaries of the company shall not the company or its subsidiary may not repurchase place a repurchase programme where the dates and quantities of securities to be traded during aggregate of the initial number of that class acquired thereafter, an announcement will be made. the company and the group will be able to repay its debts in the ordinary course of business for a period the company and the group s assets will be in excess of the liabilities of the company and the group for a repurchase. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the and the group will be adequate for ordinary business the working capital of the company and the group will be adequate for ordinary business purposes for upon entering the market to proceed with the general repurchase, the company s sponsor has the group s working capital for the purposes of undertaking a general repurchase of shares, in writing to the JSE. by way of a general authority to acquire its own issued shares on such terms, conditions and in such amounts as determined from time to time by the directors of the The board has considered the impact of a repurchase being within the maximum permissible under a general authority in terms of the JSE Listings Requirements. Should the opportunity arise and should the directors company to repurchase such shares, it is deemed appropriate that the company or a subsidiary be authorised to repurchase the company s shares. 6.4 SPECIAL RESOLUTION NUMBER 4 FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 AND 45 OF THE ACT, to the extent required by the Act, the board of directors of the company may, subject to compliance with the requirements of the company s MOI, the Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, for a period of two (2) years from the passing other company or corporation that is or becomes related or inter-related to the company for any purpose or in connection with any matter, including, but not limited to, the subscription of any option, or any securities issued or to be issued by the company or a related or inter-related company, or for EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

5 ANNUAL FINANCIAL STATEMENTS continued NOTICE OF ANNUAL GENERAL MEETING (continued) the purchase of any securities of the company or a related or inter-related company as contemplated in any of its present or future directors or prescribed any company or corporation related or inter-related to any of them), or to any other person who is a participant in any of the group s share or other or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company, where such scheme that does not satisfy the requirements of the forthcoming Annual General Meeting of the Company. proper interpretation, the body of the section may also companies and corporations, including, inter alia, its subsidiaries, for any purpose. with, the subscription of any options, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or related or inter-related company. pursuant to a special resolution of the shareholders, recipient falls within that category and that the board of when required. The board undertakes that, in so far as the Act requires, company. OTHER DISCLOSURE IN TERMS OF THE JSE LISTINGS REQUIREMENTS The JSE Listings Requirements require the following integrated annual report of which this notice forms part as set out below: LITIGATION STATEMENT legal or arbitration proceedings, including proceedings that integrated report of which this notice forms part. DIRECTORS RESPONSIBILITY STATEMENT full responsibility for the accuracy of the information pertaining to this resolution. They certify that to the best been omitted which would make any statement false or resolution contains all information required by law and the JSE Listings Requirements. NO MATERIAL CHANGES TO REPORT 160

6 subsidiaries since the date of signature of the audit report and the date of this notice. 6.5 SPECIAL RESOLUTION NUMBER 5 TO AUTHORISE THE CANCELLATION OF ALL OF THE AUTHORISED BUT UNISSUED B DEFERRED ORDINARY SHARES OF A PAR VALUE OF 0.1 CENT EACH, IN THE CAPITAL OF THE COMPANY. entire authorised but unissued B deferred ordinary shares in the share capital of the company, be and are hereby cancelled. 6.6 SPECIAL RESOLUTION 6 TO AUTHORISE THE OPTIONAL CONVERSION OF THE ENTIRE EXISTING ISSUED ORDINARY SHARES OF THE COMPANY WITH A PAR VALUE OF 0.1 CENT EACH INTO NO PAR VALUE SHARES IN ACCORDANCE WITH THE PROVISIONS OF ITEM 6(3) OF SCHEDULE 5 OF THE ACT. In order to standardise the issued share capital and the authorised share capital of the company and to harmonise the share capital of the company in line with the Act, the company intends (after cancellation of the B deferred ordinary shares in terms of special registered holders of the shares will not be affected on the basis that the substance of their rights and between any shareholders, thereby ensuring that there applicable to any particular shareholder. the rights attaching to the ordinary shares subsequent there will be no change to any shareholder rights shareholders will be treated equally in relation to the There will be no compensation payable to any A report has been prepared by the board of directors of the company and submitted to the Companies and Intellectual Property Commission and to the South of the Act, a copy of which report is attached hereto as. each of which ranks pari passu with each other and participate proportionally in any distribution made by upon its liquidation. 6.7 SPECIAL RESOLUTION 7 TO AUTHORISE THE RECLASSIFICATION OF SHARES IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 36(2)(A) OF THE ACT, IN ORDER TO STANDARDISE THE ISSUED SHARE CAPITAL AND THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND TO HARMONISE THE SHARE CAPITAL OF THE COMPANY IN LINE WITH THE ACT. the unissued but authorised share capital of the which ranks pari passu with each other and with the participate proportionally in any distribution made by upon its liquidation. EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

7 ANNUAL FINANCIAL STATEMENTS continued NOTICE OF ANNUAL GENERAL MEETING (continued) 6.8 SPECIAL RESOLUTION 8 TO ADOPT, IN ACCORDANCE WITH SECTION 16(1)(C) OF THE ACT A NEW MEMORANDUM OF INCORPORATION OF THE COMPANY TO REPLACE ITS MEMORANDUM AND ARTICLES OF ASSOCIATION. of Incorporation be adopted by the Company to replace its Memorandum and Articles of Association, a summary draft of which is attached hereto marked. VOTING, ATTENDANCE AND PROXIES Ordinary shareholders may appoint a proxy to attend, speak of the company. Kindly note that meeting participants (including a proxy being entitled to attend or participate in the annual general by ballot only. Special resolutions to be adopted at this represented in person or by proxy at this meeting. represented in person or by proxy at this meeting. the annual general meeting and wish to be represented, must complete the form of proxy enclosed in accordance with the instructions therein and lodge it with or mail it to the transfer secretaries. The form of proxy (which is enclosed) should be forwarded this time must be handed to the chairperson of the meeting immediately prior to the meeting. The completion of a form of proxy does not preclude any shareholder registered by the record date from attending the annual general meeting. Equity securities held by a share trust or scheme, and account at the annual general meeting for the purposes of resolutions proposed in terms of the JSE Listings Requirements. By order of the board L Möller Shareholders holding dematerialised shares not in their broker, as the case may be, does not obtain instructions from you, it will be obliged to act in accordance with your mandate furnished to it. If the mandate is silent in this of proxy enclosed. cut-off time stipulated therein that you wish to attend the annual general meeting or send a proxy to represent will assume that you do not wish to attend the annual general meeting or send a proxy. If you wish to attend the annual general meeting or send the necessary letter of representation to you. Shareholders holding dematerialised shares and who are unable to attend 162

8 SCHEDULE 1 DIRECTORS REPORT IN TERMS OF REGULATION 31(7) OF THE COMPANIES ACT NO 71 OF 2008 (AS AMENDED) ( THE ACT ) ADOPTED BY THE BOARD ON 20 AUGUST 2012 pari passu pari passu in respect of of the shareholders of the company, the effect of which will be that the authorised share capital of the company after such cancellation shall consist only of the Ordinary Shares. of the Act. per share. will not be altered. EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

9 ANNUAL FINANCIAL STATEMENTS continued SCHEDULE 1 (continued) and on the shareholders. Chairperson of the board 164

10 SCHEDULE 2 SALIENT FEATURES OF THE MEMORANDUM OF INCORPORATION (b) or (c). preferences, rights, limitations and other terms associated with any class of shares as set out in the Memorandum of Incorporation may be changed only by an amendment of the Memorandum of Incorporation by special resolution and in accordance with the JSE Listings Requirements. the company and the person to whom the same may be issued. Any debentures, debenture stock, bond or other securities may be issued Requirements. or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any such securities, as by the company of its own shares, in general: of the company. the company shall hold a shareholders meeting: EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

11 ANNUAL FINANCIAL STATEMENTS continued SCHEDULE 2 (continued) SALIENT FEATURES OF THE MEMORANDUM OF INCORPORATION (continued) ANNUAL GENERAL MEETINGS by the Act or the JSE Listings Requirements. LOCATION OF AND NOTICES OF MEETINGS foreign country. QUORUM AND ADJOURNMENT OF MEETINGS passed at any such meeting. and any postponed or adjourned meeting. CONDUCT OF MEETINGS (before or on the declaration of the result of the show of hands). The demand for a poll may be withdrawn. JOINT HOLDERS 166

12 resolution, require a special resolution adopted at a shareholders meeting of the company. meeting (including in respect of the election of directors) may instead be submitted by the board for consideration to the shareholders or the passing of any resolution to appoint a director or to any annual general meeting of the company NUMBER OF DIRECTORS 11.2 ELIGIBILITY, RESIGNATION AND RETIREMENT OF DIRECTORS his creditors generally POWERS OF THE BOARD EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

13 ANNUAL FINANCIAL STATEMENTS continued SCHEDULE 2 SALIENT FEATURES OF THE MEMORANDUM OF INCORPORATION (continued) 11.4 DIRECTORS INTEREST company or in which the company may be interested as shareholder or otherwise and (except insofar as otherwise decided his interest in such other company. or restricted by the Memorandum of Incorporation. to satisfy its statutory obligations. with the JSE Listings Requirements and capital payments to holders of Listed Securities may not be made on the basis that it can be called up again. 168

14 upon payment of the prescribed maximum fee for any such inspection. The company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any securities of the company or for procuring or agreeing to procure, whether absolutely or conditionally, subscriptions him at such address. joint holders. the shareholders in specie or kind the whole or any part of the assets of the company. a patent error in spelling, punctuation, reference, grammar or similar defect on the face of the document. such rules is hereby excluded. EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

15 ANNUAL FINANCIAL STATEMENTS continued CORPORATE INFORMATION Eqstra Holdings Limited Ordinary share code: EQS E Clarke WS Hill JL Serfontein MJ Croucamp* AJ Phillips* (lead independent director) * independent GE Bantam E Clarke WS Hill HG Maree JL Serfontein E Clarke MJ Croucamp WS Hill (chairperson) JL Serfontein MJ Croucamp AJ Phillips AJ Phillips (chairperson Remuneration) WS Hill AJ Phillips (chairperson) JL Serfontein WS Hill MB Price L Möller 170

16 FORM OF PROXY (Incorporated in the Republic of South Africa) ( Eqstra or the company ) must not return this form of proxy to the transfer secretaries. Please note the following: the appointment of your proxy may be suspended at any time to the extent that you choose to act directly and in person in the exercise of your rights as of being a holder(s) of ordinary shares of the company hereby appoint 2. Adoption of the annual financial statements 2. Re-election of directors: Re-election of MJ Croucamp as director 2.2 Re-appointment of auditors Appointment of the audit committee members: Appointment of AJ Phillips as member Appointment of MJ Croucamp as member General authority to repurchase shares 5. Cancellation of authorised B deferred ordinary shares Adopt a new MOI Signed at on Assisted by me (where applicable) Please read the notes on the reverse side of this form of proxy. EQSTRA HOLDINGS LIMITED INTEGRATED ANNUAL REPORT

17 ANNUAL FINANCIAL STATEMENTS continued NOTES TO THE FORM OF PROXY SUMMARY OF SHAREHOLDERS RIGHTS IN RESPECT OF PROXY APPOINTMENTS AS CONTAINED IN SECTION 58 OF THE ACT Please note that in terms of section 58 of the Act: the appointment of your proxy or proxies will be suspended at any time to the extent that you choose to act directly in person in the exercise of any of your rights as a EXPLANATORY NOTES register of shareholders in their own names. INSTRUCTIONS ON SIGNING AND LODGING THE PROXY FORM chairperson of the annual general meeting but any such deletion must be initialled by the shareholder. names follow. meeting immediately prior to the meeting. to the exclusion of any proxy appointed in terms of this form of proxy. the joint holding. 172

18 Electronic receipt of communication and notices EQSTRA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/011672/06) JSE share code: EQS ISIN: ZAE ( Eqstra or the company ) 20 August 2012 Dear Shareholder Please note that in terms of the Act and the JSE Listings Requirements, you may elect to receive shareholder communications and notices from Eqstra electronically. Shareholders who do not elect to receive electronic copies will continue to receive shareholder communications and notices in paper format. To receive shareholder communications and notices in electronic form, kindly provide the following information: Full name of shareholder Reference number* address Telephone numbers (home) (mobile) * can be obtained from the envelope in which you received the 2012 integrated report or please call Computershare Investor Services (Pty) Limited on telephone for details. Once completed, please return this form to Computershare Investor Services (Pty) Limited in the enclosed business reply paid envelope provided. Should any of your details change in the future, please advise of the change as soon as possible so that we may update our records accordingly. Yours sincerely L Möller COMPANY SECRETARY

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