Redefine International P.L.C. EGM Proxy Form for shareholders on

Redefine International P.L.C. EGM
Proxy Form for shareholders on the SA Share register
For use by shareholders of the Company holding certificated shares and/or dematerialised shareholders who have elected
“own name” registration, nominee companies of Central Securities Depository Participant’s (“CSDP”) and brokers’ nominee
companies, registered as such at the close of business on 18 September 2015 (the “voting record date”), at the Extraordinary
General Meeting to be held the Company’s Head Office at: 2nd Floor, 30 Charles II Street, London SW1Y 4AE on
25 September 2015 at 9.30 am (the “EGM”) 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 CSDP or broker in the
form as stipulated in the agreement entered into between the shareholder and the CSDP or broker.
being the holder/s of
shares hereby appoint:
or failing him/her,
of failing him/her,
the chairman of the EGM,
as my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the EGM 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 EGM, and to vote on the resolutions in respect of the ordinary shares registered in my/our name(s), in
the following manner:
Please mark ‘X’ to indicate how you wish to vote
Vote Withheld
Ordinary Resolutions
1. To approve the class 1 acquisition
2. To approve the related party transactions
3. To approve the potential class 1 disposal
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
Assisted by me (where applicable)
(State capacity and full name)
A shareholder entitled to attend and vote at the EGM 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 EGM. Forms of proxy must be deposited at Computershare Investor
Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, or posted to PO Box 61051, Marshalltown,
2107 so as to arrive by no later than 9.30 am on 22 September 2015.
Please read the notes on the reverse side hereof.
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 South African transfer secretaries, Computershare
Investor Services Proprietary Limited, in order to vote at the EGM
being, 18 September 2015, and who wish to appoint another person to
represent them at the EGM.
2. Certificated shareholders wishing to attend the EGM have to ensure
beforehand with the transfer secretaries of the Company (being
Computershare Investor Services 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 EGM.
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 EGM”. The person whose name
stands first on the form of proxy and who is present at the EGM 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 EGM, if
the chairman is the authorised proxy, to vote in favour of the resolutions
at the EGM, or any other proxy to vote or to abstain from voting at
the EGM 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 Computershare Investor Services
Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg,
2001 or posted to PO Box 61051, Marshalltown, 2107 so as to be
received not less than 48 hours before the date of the EGM.
7. The completion and lodgement of this form of proxy will not preclude
the relevant shareholder from attending the EGM 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 state 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 EGM 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 Computershare
Investor Services Proprietary Limited or waived by the chairman of the
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 Computershare Investor Services Proprietary
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 EGM 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 Computershare
Investor Services Proprietary Limited, at Ground Floor Marshall Street,
Johannesburg, to reach the company by no later than 9.30 am on
22 September 2015.
14. This form of proxy may be used at any adjournment or postponement of
the EGM, 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 as required in terms of that