CROOKES BROTHERS LIMITED - Notice of Extraordinary General Meeting2020/09/16 07:27:00
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Notice of Extraordinary General Meeting CROOKES BROTHERS LIMITED Incorporated in the Republic of South Africa Company Registration number 1913/000290/06 Share code: CKS ISIN: ZAE000001434 (“Crookes Brothers” or “the Company”) NOTICE OF EXTRAORDINARY GENERAL MEETING (“EGM”) NOTICE OF EGM To obtain shareholder approval for the Crookes Brothers Bonus Scheme 2020 (Scheme) Notice is hereby given to shareholders as recorded in the Company’s securities register on Friday, 4 September 2020 of an Extraordinary General Meeting (EGM) of shareholders of Crookes Brothers Limited (“Crookes Brothers” or “the Company”), to be conducted entirely through electronic participation, as permitted by the Companies Act, No 71 of 2008 (Companies Act) and by the Company’s Memorandum of Incorporation (MOI), on Monday, 19 October 2020 at 10:00, at which the resolutions set out below will be considered and, if deemed fit, passed with or without modification. A copy of the full Notice of EGM containing the Scheme and the form of Proxy is available on the EGM registration portal at the following link: www.smartagm.co.za. RECORD DATES The notice of EGM has been despatched to shareholders of the Company today, 16 September 2020, who were recorded as such in the Company`s securities register on Friday, 4 September 2020. The date on which shareholders of the Company must be recorded as such in the Company`s securities register in order to attend and vote at the EGM is Friday, 9 October 2020 and the last day to trade to be eligible to vote at the EGM will be Tuesday, 6 October 2020. Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the EGM by way of electronic participation, such shareholder must either: (i) register online using the online registration portal at www.smartagm.co.za, prior to the commencement of the EGM; or (ii) make a written application (the form of which is attached to this notice of the Company’s EGM (notice) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited, at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to firstname.lastname@example.org, so as to be received by the transfer secretaries by no later than 10:00 on Thursday, 15 October 2020. This is in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how to access the EGM by means of electronic participation. Instructions on how to participate in the EGM will also be forwarded to the shareholder once they have been registered. Shareholders may still register/apply to participate in and/or vote electronically at the EGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the EGM. For the avoidance of doubt, dematerialised shareholders without “own name” registration would still need to submit their voting instructions via their Central Securities Depository Participants (CSDP) or broker or obtain a letter of representation from their CSDP or broker to participate in and/or vote at the EGM electronically. In terms of section 63(1) of the Companies Act, any person participating in the EGM must present reasonably satisfactory identification and the person presiding at the EGM must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a representative or proxy for a shareholder) has been reasonably verified. Shareholders of the Company who wish to participate in the EGM electronically should provide such identification when making written application to so participate. AGENDA 1. Special Resolution Number 1: Approval of The Crookes Brothers Limited Deferred Bonus Scheme 2020 (Scheme) “Resolved That: 1.1 as required by Schedule 14 of the JSE Listing Requirements, the Scheme be and is hereby approved substantially in form as set out in Annexures A and B attached to this notice; 1.2 the directors of the Company be and are hereby authorised to allot and issue ordinary shares in the authorised but unissued share capital of the Company to any Employee (as defined in the Scheme) employed by a member of the group, upon the valid exercise of such Employee’s rights under the Scheme; provided that the number of ordinary shares to be issued by the Company under the Scheme shall not, in aggregate, exceed 763 200 (seven hundred and sixty three thousand two hundred) ordinary shares (i.e. approximately 5% (five percent) of the number of ordinary shares in issue of the Company as at 19 October 2020); and 1.3 although the Scheme is intended to comply with section 97 of the Companies Act, to the extent that it does not, the Company be and is hereby authorised in terms of section 41(1) of the Companies Act to issue such ordinary shares to participants who are Employees.” SALIENT DATES Record date to receive the notice of the Extraordinary General Meeting Friday, 4 September 2020 Date of posting the Notice of the Extraordinary General Meeting Wednesday, 16 September Last date to trade to be eligible to vote Tuesday, 6 October 2020 Record date to be eligible to attend, participate and vote at the Extraordinary General Meeting Friday, 9 October 2020 For administrative purposes, preferable date by which forms of proxy for the Extraordinary General Meeting are requested to be lodged, by 10h00 on Thursday, 15 October 2020 Extraordinary General Meeting at 10h00 Monday, 19 October 2020 Results of Extraordinary General Meeting published on SENS on Monday, 19 October 2020 Note: Forms of proxy to be lodged with the transfer secretary by 10h00 on Thursday, 15 October 2020 not delivered to the transfer secretary by this time may be submitted electronically to the Chairman of the EGM at any time prior to the commencement of the AGM at the following email address: email@example.com Mt Edgecombe 16 September 2020 Sponsor Sasfin Capital (A member of the Sasfin group) Date: 16-09-2020 07:27:00 Produced by the JSE SENS Department. 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