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Annual Shareholder Roadshow March/April 2014 Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Objectives of Hlumisa ABIL shareholding Reserve shares Unclaimed dividends and documentation required Shareholders’ rights and restrictions What happens at the end of the empowerment period? Debt funding Proxy form for annual general meeting Electronic participation Board meetings attendance register Notice of Annual General Meeting Important shareholder information Performance of ABIL ABIL 2014 outlook Objectives of Hlumisa • Hlumisa (previously called Masonge) was formed in 2008 as ABIL’s second BEE programme • Hlumisa currently holds 1.7% of ABIL ordinary shares • Current combined shareholding in ABIL by Eyomhlaba and Hlumisa is 5.0% (encumbered) Current ABIL shareholding Reserve shares • Issued to Black employees during 2013 • 117 827 shares at prices ranging between R6.63 and R7.16 per share (discount of 20% to NAV) • Remaining reserve is 2 707 909 shares • To issue to ABIL Black employees and Black non-executive and executive directors Ordinary dividends and documentation required Ordinary dividends and documentation required • To receive a dividend, shareholders have to ensure that Link Market Services has received the following • Certified copy of identity document • Certified proof of residence or affidavit • Bank confirmation of shareholder’s bank account • No interest is paid on unclaimed dividends Shareholders’ rights and restrictions • Entitled to sell shares to other black persons • Selling of shares is not compulsory • May not cede or pledge shares before 31 December 2015 • Death of shareholder – shares may be transferred to legal beneficiary • Beneficiary subject to the same restrictions as shareholder • Hlumisa shareholders have a right to vote at ABIL’s AGMs and other shareholder meetings What happens at the end of the empowerment period? • Empowerment period planned to end 31 December 2015 • Hlumisa shareholders will receive ABIL shares • Currently 100 Hlumisa shares equivalent to approximately 63 ABIL shares (before unbundling taxes) • Hlumisa will settle borrowings, pay taxes and costs and then be liquidated • After Dec 2015 shareholders are free to deal with their ABIL shares as they see fit e.g. sell, pledge, cede, donate, transfer to family trust, etc. • Dividends from ABIL shares will then be paid directly to shareholders Debt funding • Hlumisa currently has long term debt of R65 million Preference share funding balance: Amount owing at the beginning of the year Early redemption • • R million 180 (112) Scheduled redemption (3) Amount owing at the end of the year 65 The funding is redeemable in stages by December 2015 The renegotiated default price is R6 based on 3 days VWAP Proxy form for annual general meeting • The AGM is at 10h00 on Saturday 12 April 2014 at Parktonian Hotel, Braamfontein • If a shareholder is unable to attend, they can use a proxy form for their vote to be counted • Instructions on use are on page 29 of the annual report • The proxy form must be received by Link Market Services by 08h00 on 10 April 2014 • This can be faxed to 086 674 4381 Electronic participation • Shareholder who cannot be at the AGM can participate via teleconference • Shareholder has to apply before can participate • Application form is on page 27 of abridged annual report • Deadline for applications is 17h00 on 4 April 2014 • Cost of the phone call is at shareholder’s expense Board meetings attendance register Notice of Annual General Meeting • Ordinary resolutions to be considered at the AGM: 1. Nithia Nalliah and Asim Gani who resign as directors in terms of the MOI offer themselves for re- election. 2. Thuli Mashanda, Asim Gani and Desmond Lockey offer themselves for election to the audit and risk committee. 3. Reappointment of the auditors, Nkonki Incorporated and appointment of Thuto Masasa as audit partner. 4. Directors authority to issue the unissued ordinary and preference shares. Permission valid until next AGM. 5. Directors’ authority to implement special and ordinary resolutions. Notice of Annual General Meeting continued • Special resolutions to be considered at the AGM 1. Approval of the non-executive directors’ remuneration (no increase). 2. Amendments to clause 3 of MOI regarding company’s right to dispose of ABIL shares under certain circumstances. Can declare up to R84 million without dividend withholding tax. 3. Amendments to clause 4 of MOI regarding company’s right to utilise cash to make provision for the settlement of third party funding. 4. Amendments to clause 24 regarding the changes to the process which should be followed in order for the person to be considered for directorship in the company. 5. Amendments to clause 42 of MOI regarding company’s right to have greater flexibility regarding the dates on which preference dividends can be paid. 6. Authority to issued ordinary shares. 7. Authority to provide security for subscription of preference shares. 8. Authority to re- purchase the shares. Important shareholder information • If you have any questions please call the call centre on 0860 225 233 or e-mail [email protected] _ ____________________________________ • If you wish to buy more shares or sell shares you can visit www.hlumisainvestments.co.za or call 011 321 5535 for the Share Trading desk Performance of ABIL Results for the year ended 30 September 2013 • Significantly lower headline earnings compared to the 2012 financial year • Headline earnings of R365 million – decrease of 88% from R3 041 million (as restated) in September 2012 • Total ordinary dividends per share of 30 cents – 165 cents less than the previous financial year dividend • First quarter (2014FY) trading update • African Bank credit sales reduced relative to the first quarter of the 2013 financial year at R5.56 billion (Q1 2013: R7.43 billion), mainly as a result of risk reduction measures • Ellerines merchandise sales decreased by 21% relative to the first quarter of 2013 at R1.2 billion (Q1 2013: R1.48 billion) ABIL 2014 outlook Thank you Disclaimer African Bank Investments Limited and Hlumisa Investment Holdings (RF) Limited are not investment or legal advisors. If you require advice on your investment in Hlumisa Investment Holdings (RF) Limited, you should consult an investment and/or legal advisor. This presentation does not replace the Hlumisa prospectus and Hlumisa Memorandum of Incorporation. If anything in this presentation is different to what is stated in the Hlumisa prospectus and/or Memorandum of Incorporation, the Hlumisa prospectus and Memorandum of Incorporation take precedence. Furthermore, African Bank Investments Limited and Hlumisa Investment Holdings (RF) Limited will not be responsible in any way if anything has been omitted from this presentation or if anything stated in the presentation is incorrect.