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AfroCentric INTEGRATED ANNUAL REPORT 2016
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Shareholder information
B. Unclassified shares
None.
SCHEDULE 2 – RIGHTS, PRIVILEGES AND OBLIGATIONS OF THE REDEEMABLE PREFERENCE SHARES
1 For the purposes of this Appendix:
1.1 “business day” means any day other than a Saturday, Sunday or public holiday in the Republic;
1.2 “CSDP” means a central securities depository participant;
1.3 “preference dividend” means a preferential cash dividend per preference share determined pursuant to the formula
contained in 2 below;
1.4 “the redeemable preference shares” means 60 000 000 (sixty million) redeemable participating preference shares in
the issued share capital of the Company of a nominal value of 1 (one) cent each which have the rights set out in this
Appendix;
1.5 “the rights offer” means the rights offer to be implemented by the Company commencing on or about 16 May 2006.
2. If the Company declares dividends or makes any payment to the holders of the ordinary shares in respect of any financial
year, then the holders of the redeemable preference shares shall be entitled to a preferential dividend or payment
calculated in accordance with the following formula:
Pref Div/Payment = P x 0.15 x R / S
Where
Pref Div/Payment = the total dividend or payment to be declared by board in respect of the redeemable preference
shares as a class.
P = the total dividend or payment to be declared by board in respect of ordinary shares and redeemable
preference shares.
R
= the redeemable preference shares in issue at record date of the relevant dividend or payment.
S = the total number of redeemable preference shares issued in terms of the rights offer.
To calculate the preference dividend payable per redeemable preference share, the Rand value derived from applying the
above formula is divided by “R”.
3. The redeemable preference shares will rank as regards arrear dividends and return of capital on a winding-up in priority
to the ordinary shares and in priority to the holders of any other shares in the capital of the Company to repayment of an
amount equal to the greater of: (a) the sum of the subscription price of the redeemable preference shares and any arrears
in the preference dividends or (b) the amount the holders of the redeemable preference shares would otherwise be
entitled to receive had the holders thereof elected to exercise their options to purchase ordinary shares immediately prior
to the date it is determined to wind-up the affairs of the Company (whether or not such date is an option exercise date
detailed in 8.1 below).
4. The Company in general meeting or the directors of the Company shall be entitled to declare dividends in respect of the
redeemable preference shares on the basis that the preference dividend payable in respect of any financial year shall be
payable at the same time as the payment of the dividend in respect of ordinary shares to the holders of the redeemable
preference shares registered as such at a reasonable date chosen by the Company in general meeting or by the directors,
as the case may be, which date shall be subsequent to the date of the declaration of such dividends or the date of the
confirmation of such dividends, whichever is the later. Any arrear preference dividends shall rank for payment in priority to
the declaration or payment of any dividends in respect of the ordinary shares.
5. With respect to voting rights in the Company, the holders of the redeemable preference shares shall not be entitled to
receive notice of and to attend and vote at any general meeting of the Company unless any one or more of the following
circumstances prevail at the date of the meeting:
5.1 the preference dividend or any part thereof whether declared or not or redemption payment thereon remains unpaid
after 60 (sixty) days from the due date thereof
[LR S10.5(h)(i) and (iii)]
;
5.2 a resolution of the Company is proposed which directly affects the rights attached to the redeemable preference
shares or the interests of the holders thereof, limited to a resolution for the winding-up of the Company or for the
reduction of its share capital
[LR S10.5(h)(ii)]
;
5.3 a resolution of the Company is proposed for the disposal of the whole or substantially the whole of the undertaking
of the Company, or the whole or the greater part of the assets of the Company which shall include a resolution of the
Company for the disposal of the undertaking or assets of a subsidiary of the Company, if such undertaking or assets
constitute the whole or substantially the whole of the undertaking or assets of the Company and all its subsidiaries
considered as one entity for this purpose.