DIMENSIÓN REDES SOCIALES

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with immediate effect in terms of section 94(2) of the Act.”

A brief curriculum vitae in respect of Mr DB Fabian is set out on page 13 of the integrated annual report of which this notice forms part.

Motivation/Explanation for Ordinary Resolutions Numbers 4 to 6 In terms of section 94(2) of the Act the audit committee is a committee elected by the shareholders at each annual general meeting. Chapter 3 of the King Report on Governance for South Africa 2009 ("King III") requires the shareholders of a public company to elect the members of an audit committee at each annual general meeting. The directors should therefore present shareholders with suitable candidates for election as members of the committee.

At least one-third of the members of the audit committee must have the relevant qualifications and experience. The curricula vitaes of the proposed members of the Audit and Risk Committee reflect that the proposed members have the relevant qualifications and experience to be appointed as members to the audit committee.

At a meeting of the board of directors held on 3 November 2015 the board satisfied itself that the independent, non-executive directors offering themselves for election as members of the Company are independent, non-executive directors as contemplated in the Act and in King III;

are suitably qualified and experienced to act as members of the Audit and Risk Committee of the Company; understand financial reporting, internal financial controls, the external audit process, risk management, sustainability issues and the governance processes in the Company; and have an understanding of International Financial Reporting Standards and other regulations applicable to the Company.

8. Proposed Ordinary Resolution Number 7 Endorsement of Remuneration Policy

“To endorse, through a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of the non-executive directors and the members of board committees for their services as directors and members of committees), as contained in the corporate governance report set out on pages 18 to 20 of the integrated annual report of which this notice forms part.”

Motivation/Explanation

The reason for and effect of Proposed Ordinary Resolution Number 7 is to endorse the Company’s remuneration policy through a non-binding advisory vote.

9. Proposed Ordinary Resolution Number 8

General authority over unissued shares reserved for the purpose of the Ingenuity Employee Share Trust

“Resolved that the unissued shares in the capital of the Company reserved for the purpose of the Ingenuity Employee Share Trust (“the Trust”), being the equivalent of 225 293 909 shares, continue to be placed under the control of the directors who shall be authorised to allot and issue these shares in terms of the Trust at such time and on such terms as they may determine.”

Motivation/Explanation

The reason for and effect of Proposed Ordinary Resolution Number 8 is to place the unissued shares in the capital of the Company reserved for the purpose of the Trust under the control of the directors, to allow the directors to allot and issue these shares in terms of the Trust at such time and on such terms as they may determine.

proxy and entitled to vote at the AGM at which this ordinary resolution is considered, being cast in favour of this ordinary resolution, the directors of the Company be and are hereby authorised by way of a general authority, to allot and issue a maximum of 15% of the authorised shares for cash as they in their discretion deem fit, subject to the Act, the MOI of the Company, the JSE Listings Requirements and the following limitations, namely that:

• The general authority shall be valid until the date of the next AGM of the Company, provided that it shall not extend beyond 15 months from the date of this resolution.

• The shares which are the subject of this general authority must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue.

• A paid press announcement giving full details, including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue was determined or agreed by the directors and the intended use of the funds raised, will be published after any issue representing, on a cumulative basis within any one financial year, 5% or more of the number of shares in issue prior to such issue.

• Issues in terms of this general authority will not in the aggregate exceed 15% of the Company’s issued share capital excluding treasury shares (such 15% being an equivalent of 168 346 381 shares at the date of this notice) in any one financial year. For purposes of determining the number of shares that may be issued, this number shall be based on the number of shares in issue at the date of the AGM, less any shares issued in terms of this authority by the Company during the current financial year and less any options/convertible securities that are convertible into shares during the current financial year.

• In the event of a sub-division or consolidation of issued shares during the period of this general authority, this general authority must be adjusted accordingly to represent the same allocation ratio.

• In determining the price at which an issue of shares will be made in terms of this general authority, the maximum discount permitted will be 10% of the weighted average traded price of the shares in question, as determined over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company.

• Any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the JSE Listings Requirements and not to related parties as defined in paragraph 10.1 of the JSE Listings Requirements.”

Motivation/Explanation

The reason for and effect of Proposed Ordinary Resolution Number 9 is to grant the Company the general authority to issue shares for cash, in accordance with the provisions of the JSE Listings Requirements.

The board requires the flexibility to enter into transactions for the benefit of the Company and the shareholders as a general body, which transactions may entail elements of allotments and issues of shares in the capital of the Company for cash. The exercise of the powers to be granted to the board, as contemplated in this ordinary resolution, shall always be subject to compliance with the other requirements of the Act and the provisions of the JSE Listings Requirements.

11. Proposed Ordinary Resolution Number 10 General authority over unissued shares

“Resolved that, subject to a majority of the votes cast by all shareholders present, or represented by proxy and entitled to vote at the AGM at which this ordinary resolution is considered, after providing for the unissued shares in the capital of the Company reserved for the purpose of the Ingenuity Employee Share Trust, the balance of the authorised but unissued shares in the capital of the Company shall be placed under the control of the directors who shall be authorised to allot and issue these shares at such time and on such terms as they in their discretion deem fit, for such monetary or other consideration (whether payable in cash or otherwise) and to such person or persons as they in their discretion deem fit, subject to the provisions of the Act, the MOI of the Company and the JSE Listings Requirements.”

Motivation/Explanation

The reason for and effect of Proposed Ordinary Resolution Number 10 is to place the balance of the unissued authorised shares in the capital of the Company, after providing for the unissued shares in the capital of the Company reserved for the purpose of the Trust, under the control of the directors. Any issue would be subject to the other requirements of the Act, the Company’s MOI and the JSE Listings Requirements. Such authority shall endure until the next annual general meeting of the Company (at which time this authority shall lapse, unless it is renewed at the aforementioned annual general meeting), provided that it shall not extend beyond 15 (fifteen) months from the date on which this ordinary resolution is adopted.

The board requires the flexibility to enter into transactions for the benefit of the Company and the shareholders as a general body, which transactions may entail elements of allotments and issues of shares in the capital of the Company. The exercise of the powers to be granted to the board, as contemplated in this ordinary resolution, shall always be subject to compliance with the other requirements of the Act and the provisions of the JSE Listings Requirements.

12. Proposed Ordinary Resolution Number 11

Authority to issue shares to enable shareholders to reinvest cash distributions

“Resolved that, subject to a majority of the votes cast by all shareholders present or represented by proxy and entitled to vote at the AGM at which this ordinary resolution is considered, the directors are authorised to issue to each shareholder who elects to reinvest their cash distribution by subscribing for shares in the Company (“the Reinvestment Option”) such number of shares as are equivalent in value to the distributions reinvested by such shareholder, on such terms as they in their discretion deem fit, subject to the provisions of the Act, the MOI of the Company and the JSE Listings Requirements.”

Motivation/Explanation

The reason for and effect of Proposed Ordinary Resolution Number 11 is to allow shareholders to elect the Reinvestment Option should the Company elect, upon declaration by the Company of a cash distribution in respect of its shares, to afford all shareholders the option of reinvesting their cash distribution by subscribing for shares in the Company.

13. Proposed Special Resolution Number 1 Remuneration payable to non-executive directors

“Resolved in terms of section 66(9) of the Act that the annual remuneration of the non-executive directors for the twelve months from 1 September 2015 to 31 August 2016 be approved as follows:

Board

Chairman of the board R220 000

Director R75 000

Audit and Risk Committee

Chairman R165 000

Member R22 000

Investments and Acquisition Committee

Member R22 000

Remuneration and Nominations Committees

Member R5 500

Social and Ethics Committee

Member R5 500.”

Reason for and the effect of Special Resolution Number 1

The reason for and the effect of Special Resolution Number 1 is to grant the Company the authority to pay remuneration to its non-executive directors for their services as directors for the year ended 31 August 2016.

14. Proposed Special Resolution Number 2 General approval to repurchase shares

“Resolved that the Company and/or any subsidiary of the Company be and are hereby authorised by way of a general approval to acquire the issued shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the MOI of the Company, the provisions of the Act and the JSE Listings Requirements, and provided that:

• the repurchase of shares may only be effected on the open market through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty, or other manner approved by the JSE;

• the Company (or any subsidiary) is authorised to do so in terms of its MOI;

• this general authority shall be valid until the Company’s next AGM, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution;

• at any point in time the Company will only appoint one agent to effect any repurchase(s) on the Company’s behalf;

• in any one financial year the general authority to repurchase will be limited to a maximum of 20% of the Company’s issued share capital of that class at the time authority is granted in that financial year;

• repurchases may not be made at a price greater than 10% above the weighted average of the market value for the securities for the 5 (five) business days immediately preceding the date on which the repurchase is effected;

• the Company makes an announcement in terms of paragraph 11.27 of the JSE Listings Requirements when it has cumulatively repurchased more than 3% of the initial number of the relevant class of securities, and for each 3% in aggregate of the initial number of that class acquired thereafter;

• repurchases may not be made during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements, unless a repurchase programme (where the dates and quantities of shares to be purchased during the prohibited period are fixed) is in place and full details thereof have been submitted to the JSE prior to the commencement of the prohibited period;

NOTICE OF AGM

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• the assets of the Company and the group, being fairly valued in accordance with the accounting policies used in the latest annual financial statements are, after the repurchase, in excess of the liabilities of the Company and the group for the 12 (twelve) month period after the date of notice of the AGM;

• the ordinary capital and reserves of the Company and the group are adequate for the 12 (twelve) month period after the date of the notice of the AGM;

• the available working capital is adequate to continue the operations of the Company and the group for a period of 12 (twelve) months after the date of the notice of the AGM; and

• prior to entering the market to repurchase the Company’s securities a board resolution to authorise the repurchase will have been passed in accordance with the requirements of section 46 of the Act, and stating that the board has acknowledged that it has applied the solvency and liquidity test as set out in section 4 of the Act and has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after completing the proposed repurchase.”

Reason for and effect of Special Resolution Number 2

The Company’s MOI contains a provision allowing the Company or any subsidiary of the Company to repurchase securities issued by the Company subject to the approval of the members in terms of the MOI, the requirements of the Act and the JSE Listings Requirements. This special resolution will authorise the Company and/or its subsidiaries by way of a general authority from shareholders to repurchase ordinary shares issued by the Company.

The directors of the Company have no specific intention to give effect to the resolution, but will continually review the Company’s position, having regard to prevailing circumstances and market conditions, in considering whether to repurchase its own shares.

Once adopted, this special resolution will permit the Company or any of its subsidiaries, to repurchase such ordinary shares in terms of the Act, its MOI and the JSE Listings Requirements.

Disclosures in terms of paragraph 11.26 of the JSE Listings Requirements The JSE Listings Requirements require the following disclosures in respect of Special Resolution Number 2, some of which are disclosed in this integrated annual report of which this notice forms part:

• major shareholders of the Company page 65

• share capital of the Company page 47

Material changes

Other than the facts and developments reported on in the integrated annual report, there have been no material changes in the affairs or financial position of the Company since the date of signature of the audit report and the date of this notice.

Responsibility statement

The directors, whose names are given on pages 12 and 13 of the integrated annual report in which this notice was included, collectively and individually accept full responsibility for the accuracy of the information given in this notice and certify that to the best of their knowledge and belief there are

15. Proposed Special Resolution Number 3

Conversion of share capital from par value shares to no par value shares "Resolved that the shares in the Company (comprising the authorised and

issued shares) be converted from shares with a par value of R0.01 (one cent) each into shares of no par value on the basis that each existing share of R0.01 (one cent) be converted into one share with no par value such that, save as to the nominal value, the no par value shares shall have the same rights and rank pari passu in all respects with the par value shares."

Reason for and effect of Special Resolution Number 3

The reason for Special Resolution Number 3 is that the Act limits the Company’s ability to restructure its par value share capital. In order to meet the requirements of the Act that the Company's shares do not have a nominal or par value, the Company's shares must be converted from shares with a nominal value of R0.01 (one cent) each into shares of no par value in compliance with the requirements of the Act.

The effect of Special Resolution Number 3 is that the Company's share capital will be converted from 2 000 000 000 (two billion) authorised ordinary shares of R0.01 (one cent) each into 2 000 000 000 (two billion) authorised ordinary shares of no par value.

The Regulations to the Act require that, when the Company converts its shares into no par value shares, the board of directors shall prepare a report in respect of the proposed conversion which, inter alia, evaluates whether there are any material adverse effects of the conversion on the shareholders of the Company. The report of the board of directors of the Company for this purpose is included as Annexure 1 to this notice.

16. Proposed Special Resolution Number 4 Increase in authorised share capital

“Resolved that the number of authorised shares of the Company be increased from 2 000 000 000 (two billion) ordinary shares to 6 000 000 000 (six billion) ordinary shares by the creation of 4 000 000 000 (four billion) ordinary shares of no par value, which shares shall carry the same rights, and rank pari passu in all respects with, the existing ordinary shares."

Reason for and effect of Special Resolution Number 4

Special Resolution Number 4 is to authorise and implement the increase of the authorised ordinary share capital of the Company.

17. Proposed Special Resolution Number 5 Amendment to the MOI

“Resolved that the shareholders hereby approve the amendment of clause  7.1 of the MOI by the deletion of the words “2 000 000 000 (two billion) ordinary Shares with a par value of R0.01 (one cent)” and the insertion of the words “6 000 000 000 (six billion) ordinary Shares with no par value and the deletion of clause 7.5 in its entirety”.

Reason for and effect of Special Resolution Number 5

Special Resolution Number 5 is to authorise the Company to amend the MOI as contemplated in Special Resolutions Numbers 3 and 4 above.

The MOI will be available for inspection during normal business hours at the registered office of the Company from the date of this notice, up to an including the date of the AGM.

18. Proposed Special Resolution Number 6

Authority to issue shares to directors who elect to reinvest their cash distributions

“Resolved that the directors are authorised to issue to each shareholder, including persons contemplated in section 41(1) of the Act (which includes

“Resolved that the directors are authorised to issue to each shareholder, including persons contemplated in section 41(1) of the Act (which includes