Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

Peregrine Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Share code: PGR
ISIN: ZAE000078127
(“ Peregrine ” or “ the company ” or “ the Group ”)

Notice is hereby given to the shareholders of the company as at Friday, 3 August 2018 , being the record date to receive notice of the Annual General Meeting in terms of section 59(1)(a) of the Companies Act of South Africa (“ Companies Act ”), that the Annual General Meeting of the company will be held, in the main boardroom, 4 th floor, at 6A Sandown Valley Crescent, Sandown, Sandton, at 10:00 on Thursday, 6 September 2018 to (i) consider and, if deemed fit to pass, with or without modification, the following ordinary and special resolutions, in the manner required by the Companies Act, as read with the JSE Limited (“ JSE ”) Listings Requirements (“ JSE Listings Requirements ”); and (ii) deal with such other business as may lawfully be dealt with at the meeting, which meeting is to be participated in and voted at by shareholders registered as such as at Friday, 31 August 2018, being the record date to participate in and vote at the Annual General Meeting in terms of section 62(3)(a), read with section 59(1)(b), of the Companies Act. The last day to trade, participate in and vote at the Annual General Meeting is therefore Tuesday, 28 August 2018.

NB: Section 63(1) of the Companies Act - Identification of meeting participants

Kindly note that meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, drivers’ licences and passports.

ORDINARY RESOLUTIONS

Ordinary resolution 1: Adoption of financial statements

“Resolved that the financial statements of the company for the year ended 31 March 2018, including the Directors’ Report and the reports of the Audit Committee and the Social and Ethics Committee, be and are hereby received and adopted.”

Ordinary resolution 2: Re-election of director

“Resolved that SA Melnick who retires by rotation in terms of article 6.1.4 of the company’s memorandum of incorporation and who is eligible and available for re-election, be re-elected as a director of the company.”

A brief curriculum vitae of SA Melnick is set out below:

In 1996 Sean co-founded Peregrine and within a year he took on the role of Group Chief Executive Officer of the newly formed company, and led the Peregrine Group to its successful listing on the JSE in June 1998. Sean spent a cumulative 11 years in the position of Peregrine Group CEO and a further ten years in either the Chairman or Deputy Chairman roles and has been primarily responsible for, and integrally involved in, the Peregrine Group’s expansion strategy. Sean, who is currently Non-Executive Chairman of Peregrine, is also Chairman of Stenham Limited, Peregrine’s international subsidiary.

The board of directors of the company (“ the board ”) has considered SA Melnick’s past performance and contribution to the company and recommends that SA Melnick is re-elected as a director of the company.

Ordinary resolution 3: Re-election of director

“Resolved that P Goetsch who retires by rotation in terms of article 6.1.4 of the company’s memorandum of incorporation and who is eligible and available for re-election, be re-elected as a director of the company.”

A brief curriculum vitae in respect of P Goetsch is set out below:

Pauline joined Peregrine shortly after it launched, in July 1997. After qualifying as a Chartered Accountant, Pauline joined the risk management division of Investec Merchant Bank Limited in 1995 and then moved to Peregrine where she served for four years, before being appointed as Group Financial Director, a role she fulfilled from 2001 to February 2010, from which time she has been a Non-Executive Director.

The board has considered P Goetsch’s past performance and contribution to the company and recommends that P Goetsch is re-elected as a director of the company.

Ordinary resolution 4: Confirmation of appointment of director

“Resolved that, in terms of article 6.1.8 of the company’s memorandum of incorporation, the appointment of C Coward as a director of the company be and is hereby confirmed.”

A brief curriculum vitae in respect of C Coward is set out below:

Before joining Peregrine, Claire was at Massmart for four years where she was the Group Corporate Finance Executive, and prior to that had been an audit and Technical Director and the Sustainability Reporting Director at PKF / Grant Thornton for three years. Claire completed her articles at PWC in Johannesburg .

The board has considered C Coward’s qualifications and experience and recommends that C Coward be elected as a director of the company.

Ordinary resolution 5: Confirmation of appointment of director

“Resolved that, in terms of article 6.1.8 of the company’s memorandum of incorporation, the appointment of B Tlhabanelo as a director of the company be and is hereby confirmed.”

A brief curriculum vitae in respect of B Tlhabanelo is set out below:

Tumi, has been a director of Peregrine SA Holdings since 1 October 2013, is a CA(SA) and holds a B.Com degree and is the co-founder and managing partner at Bopa Moruo, a private equity fund manager investing in Southern Africa. Previously he was an investment professional at Development Partners International, where he was responsible for deal origination and execution in various industries across the African Continent. Tumi is a director of a number of private companies and is an independent non-executive director of KayDav Group Limited.

The board has considered B Tlhabanelo’s qualifications and experience and recommends that B Tlhabanelo be elected as a director of the company.

Ordinary resolution 6: Appointment of auditors

“Resolved that Deloitte & Touche (who were appointed as auditors with effect from 1 October 2016) be and are hereby re-appointed as auditors of the company for the ensuing financial year and the directors be and are hereby authorised to fix the remuneration of the auditors and to note that the individual registered auditor who will undertake the audit during the financial year ending 31 March 2019 will be Jose Lito Sousa Nunes.”

The Audit Committee has evaluated the suitability, performance and independence of Deloitte & Touche and Jose Lito Sousa Nunes and recommends their appointment as independent auditors of the company in accordance with paragraph 3.84(g)(iii) of the JSE Listings Requirements and pursuant to section 90(2)(c) of the Companies Act.

Ordinary resolution 7: Appointment of Audit Committee members

“Resolved that the members of the company’s Audit Committee set out below be and are hereby appointed, each by way of a separate vote, with effect from the end of this meeting in terms of section 94(2) of the Companies Act. The membership as proposed by the board of directors is:

7.1        SI Stein (Chairman);
7.2        S Sithole; and
7.3        BC Beaver,

all of whom are independent non-executive directors.”

Brief curriculum vitae of SI Stein, BC Beaver and S Sithole are set out below:

Steven has broad investment banking, private equity and corporate governance experience and holds a variety of leadership and advisory roles on boards of public and private companies. Steven has been a member of the board since 2007 and fulfils the role of Chairman of the Group’s Audit and Risk and Compliance Committees.

Clive became a Partner at Deloitte & Touche in 1980. During his 25 years as a partner he served a wide range of clients including, since 1993, the financial services sector, during which time he was fully involved in servicing banks (merchant and retail), securities traders, short-term insurers and unit trusts. Clive was appointed to the board on 3 January 2005, is a member of the Group Audit Committee and chairs the Group Remuneration Committee.

After qualifying as a Chartered Accountant in 1991, Stefaan became a Partner in a multi-national auditing firm in 1995, which was renamed Fisher Hoffman Sithole and, in 2001, became a Partner at Sithole Incorporated. He is currently the Managing Partner of both Sithole Incorporated and Sithole SS Group. Stefaan was appointed as a Non-Executive Director of Peregrine in October 2013 and is a member of the Group Audit Committee and the Chairman of the Group Social and Ethics Committee.

Ordinary resolution 8: Control over unissued ordinary shares

“Resolved that the authorised, but unissued, shares in the capital of the company be and are hereby placed under the control of the directors of the company until the next Annual General Meeting to allot or issue such shares at their discretion, subject to the provisions of the Companies Act and the JSE Listings Requirements, provided that such allotment and/or issue shall not exceed 5% of the company’s issued share capital as from the date of passing of this ordinary resolution less the aggregate number of shares, if any, held by the company and its subsidiaries (but specifically excluding any share trusts), from time to time, as treasury shares.”

Ordinary resolution 9: General authority to issue shares for cash

“Resolved that, subject to the restrictions set out below and subject to the provisions of the Companies Act and the JSE Listings Requirements, the directors of the company be and are hereby authorised until this authority lapses at the next Annual General Meeting of the company or fifteen months from the date on which this resolution is passed, whichever is the earlier date, to allot and issue shares of the company for cash, on the basis that:

a) the shares which are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such shares or rights as are convertible into a class already in issue;

b) the allotment and issue of shares for cash shall be made only to persons qualifying as “public shareholders”, as defined in the JSE Listings Requirements, and not to “related parties”;

c) shares which are the subject of general issues for cash shall not exceed 11 303 285 shares being 5% of the company’s issued shares as at the date of this notice of Annual General Meeting, provided that:

any shares issued under this authority, prior to this authority lapsing, shall be deducted from the 11 303 285 shares which the company is authorised to issue in terms of this authority; and

in the event of a sub-division or consolidation of shares prior to this authority lapsing, the existing authority shall be adjusted accordingly to represent the same allocation ratio;

d) the maximum discount at which shares may be issued is 10% of the weighted average traded price of such shares measured over the 30 business days prior to the date that the price of the issue is agreed between the company and the party subscribing for the shares; and

e) after the company has issued shares in terms of this general authority to issue shares for cash representing on a cumulative basis within a financial year, 5% or more of the number of shares in issue prior to that issue, the company shall publish an announcement containing full details of that issue, including, the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 business days prior to the date that the issue is agreed in writing between the company and the party/ies subscribing for the shares and an explanation, including supporting documentation (if any) of the intended use of the funds.”

Ordinary resolution 10: Signature of documentation

“Resolved that any director of the company or the company secretary be and is hereby authorised to sign all such documents and do all such things as may be necessary or incidental to the implementation of ordinary resolutions 1 to 9, and special resolutions 1, 2 and 3.”

In order for:

- each of ordinary resolutions 1 to 8 and ordinary resolution 10 to be adopted, the support of a majority of the total number of votes exercisable by shareholders, present in person or by proxy, is required;

- ordinary resolution 9 to be adopted, support of at least 75% of the total number of votes exercisable by shareholders, present in person or by proxy, is required.

SPECIAL RESOLUTIONS

Special resolution 1: Directors’ fees

“Resolved as a special resolution that payment to the non-executive directors of a maximum of the following annual fees for services as directors with effect from the date of this Annual General Meeting until the date of the next Annual General Meeting be and is hereby authorised:

Proposed annual fee -
2019/2020 *

Board

Chairman

 R580 200

Board member

 R212 100

Audit Committee

Chairman

 R367 200

Member

 R216 900

Remuneration Committee

Chairman

 R246 850

Member

 R183 750

Risk and Compliance Committee

Chairman

 R183 750

Member

 R105 000

Social and Ethics Committee

Chairman

R63 000

Member

R31 500”

* the proposed amounts to be paid to non-executive directors are excluding VAT and each of the non-executive directors is responsible for paying the VAT.

Reason for and effect of special resolution 1

The reason for special resolution 1 is to comply with the provisions of the Companies Act.

The effect of the special resolution is that, if approved by the shareholders at the Annual General Meeting, the annual fees payable to non-executive directors until the next Annual General Meeting will be no more than as set out above. Executive directors are not remunerated for their services as directors but are remunerated as employees of the company.

The above rates have been proposed to ensure that the remuneration of non-executive directors remains competitive in order to enable the company to retain and attract persons of the calibre, appropriate capabilities, skills and experience required in order to make meaningful contributions to the company.

Special resolution 2: Repurchase of shares

“Resolved as a special resolution that, subject to the Companies Act, the JSE Listings Requirements and the restrictions set out below, the repurchase of shares of the company either by the company or by any subsidiary of the company be and is hereby authorised by way of a general authority, on the basis that:

a) The general authority given in terms of this special resolution shall remain in force from the date of passing of this special resolution until the conclusion of the next Annual General Meeting of the company or fifteen months from the date on which this resolution is passed, whichever is the earlier date.

b) The general authority shall provide authorisation to the board of directors to repurchase on behalf of the company, shares in the issued share capital of the company as follows:

(i) it will be limited, in any financial year of the company, to a maximum of 20% of the issued share capital of the company (or 10% of the issued share capital of the company where the repurchase is affected by a subsidiary) as at the date on which this special resolution is passed;

(ii) the repurchase of shares issued by the company may not be at a price which exceeds 10% of the weighted average of the market value at which Peregrine shares of the same class traded on the JSE for the five business days immediately preceding the date on which the repurchase of shares is effected;

(iii) any such repurchase will be implemented through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party;

(iv) an announcement will be published as soon as the company or any of its subsidiaries has repurchased ordinary shares constituting, on a cumulative basis, 3% of the number of ordinary shares in issue prior to the repurchase pursuant to which the aforesaid 3% threshold was reached (and for each 3% in aggregate of the initial number of that class acquired thereafter). Such announcement must contain full details of such repurchases;

(v) the company (or any subsidiary) must be authorised to do so in terms of its memorandum of incorporation;

(vi) at any point in time, the company may only appoint one agent to effect any repurchase(s) on the company’s behalf; and

(vii) repurchases may not take place during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless there is a repurchase programme in place, the dates and quantities of shares to be repurchased during the prohibited period are fixed, and full details thereof have been submitted to the JSE in writing prior to commencement of the prohibited period.

c) The exercise by the directors of the authority to procure the repurchase by the company’s subsidiaries of shares in terms of (b) shall be subject, mutatis mutandis , to the same terms and conditions as those set out above.

d) A resolution has been passed by the board of directors of the company or its subsidiaries authorising the repurchase, and the company has passed the solvency and liquidity test as set out in section 4 of the Companies Act, and that, there have been no material changes to the financial position of the company since the application of the solvency and liquidity test by the board.

Having considered the aggregate effect of the maximum repurchase of 20% of the company’s issued share capital in any one financial year pursuant to the general authority to repurchase shares, the board of directors is of the opinion that, for a period of 12 months after the date of this notice of Annual General Meeting:

(i) the company and the group will be able to repay their debts, in the ordinary course of business;

(ii) the company’s and the group’s assets will be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements; and

(iii) the company’s and the group’s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes.

The board is of the opinion that this authority should be in place so as to enable the company, as and when the opportunity presents itself, to repurchase shares.

The following additional information, some of which may appear elsewhere in the Integrated Report, is provided in terms of the JSE Listings Requirements for purposes of this general authority:

major beneficial shareholders – see “analysis of shareholders” section in the Integrated Report;

share capital of the company – see “note 23” in the Integrated Report.

Directors’ responsibility statement

The directors, whose names appear on the “directorate” section in the Integrated Report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all necessary information.

Material changes

Other than the facts and developments reported on in the Integrated Report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and up to the date of this notice.

Reason for and effect of special resolution 2

The reason for the passing of special resolution 2 is to authorise the company to repurchase shares issued by it and to enable its subsidiary companies to acquire shares in its share capital.

The effect of the passing of special resolution 2 is that the company is authorised to repurchase shares issued by it and that the company’s subsidiary companies will be able to repurchase shares in the share capital of the company, as set out above.

Special resolution 3: Financial assistance to related and inter-related parties

“Resolved that to the extent required by the Companies Act, the board may, subject to compliance with the requirements of the company’s memorandum of incorporation, the Companies Act and the JSE Listings Requirements, authorise the company to provide direct or indirect financial assistance as contemplated in section 45 of the Companies Act by way of loans, guarantees, the provision of security or otherwise, to any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or inter-related (as defined in the Companies Act) to the company for any purpose or in connection with any matter, such authority to endure for a period of two years from the date of the passing of this special resolution.”

Reason for and effect of special resolution 3

The company would like the ability to provide financial assistance, if necessary, also in other circumstances, in accordance with section 45 of the Companies Act. Under the Companies Act, the company will however require the special resolution referred to above to be adopted. In the circumstances and in order to, inter alia, ensure that the company's subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from the company, it is necessary to obtain the approval of shareholders, as set out in special resolution 3. Therefore, the reason for, and effect of, special resolution 3 is to permit the company to provide direct or indirect financial assistance (within the meaning attributed to that term in section 45 of the Companies Act) to the entities referred to in special resolution 3.

In order for each of special resolutions 1, 2 and 3 to be adopted, the support of at least 75% of the total number of votes exercisable by shareholders, present in person or represented by proxy, is required.

NON-BINDING ADVISORY VOTES

Non-binding advisory vote 1: Endorsement of remuneration policy

“Resolved that, in accordance with the principles of the King IV report on governance (“King IV”) and the JSE Listings Requirements, and through a non-binding advisory vote, the company’s remuneration policy, as further detailed in the “Group Remuneration Report” section in the Integrated Report, be and is hereby endorsed.”

Non-binding advisory vote 2: Endorsement of remuneration implementation report

“Resolved that, in accordance with the principles of King IV and the JSE Listings Requirements, and through a non-binding advisory vote, the company’s remuneration implementation report as further detailed in the “Group Remuneration Report” section in the Integrated Report, be and is hereby endorsed.”

In terms of King IV and the JSE Listings Requirements, an advisory vote should be obtained from shareholders on the remuneration policy and the remuneration implementation report. The vote allows shareholders to express their views on the extent of the implementation of the company’s remunerations policy, but will not be binding on the company.

In the event that 25% or more shareholders vote against non-binding advisory votes 1 and/or 2, the board is committed to engaging actively with shareholders to ascertain the reasons therefore and to address all legitimate and reasonable objections or concerns.

Any matters raised by shareholders, with or without advance notice to the company

To deal, at the Annual General Meeting, with any matters raised by shareholders, with or without advance notice to the company.

Quorum

A quorum for the purposes of considering the resolutions above shall consist of three shareholders of the company personally present or represented by proxy (and if the shareholder is a body corporate, the representative of the body corporate) and entitled to vote at the Annual General Meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be exercised by shareholders in respect of the resolutions above.

Form of proxy

In terms of section 62(3) (e) of the Companies Act:

a shareholder who is entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or two or more proxies to attend and participate in and vote at the Annual General Meeting in the place of the shareholder, by completing the form of proxy in accordance with the instructions set out therein; and

a proxy need not be a shareholder of the company.

A form of proxy is attached for the convenience of any Peregrine shareholder holding certificated shares who cannot attend the Annual General Meeting of Peregrine shareholders or who wishes to be represented thereat. Forms of proxy may also be obtained on request from the company’s registered office. For administrative purposes, the completed forms of proxy should be deposited at or posted to the office of the transfer secretaries of the company to be received by 10:00 on Wednesday, 5 September 2018 . Alternatively, the form of proxy may be handed to the chairman of the Annual General Meeting or to the transfer secretaries at the Annual General Meeting at any time prior to the commencement of the Annual General Meeting or prior to voting on any resolution proposed at the Annual General Meeting. Any member who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the Annual General Meeting should the member subsequently decide to do so.

Peregrine shareholders who have already dematerialised their Peregrine shares through a Central Securities Depository Participant (“ CSDP ”) or broker and who wish to attend the Annual General Meeting of Peregrine shareholders must instruct their CSDP or broker to issue them with the necessary Letter of Representation to attend.

Dematerialised Peregrine shareholders, who have elected own-name registration in the sub-register through a CSDP and who are unable to attend, but wish to vote at the Annual General Meeting of Peregrine shareholders, must complete and return the attached form of proxy and lodge it with the transfer secretaries of the company, by 10:00 on Wednesday, 5 September 2018.

Dematerialised Peregrine shareholders, who have not elected own-name registration in the sub-register through a CSDP and who are unable to attend but who wish to vote at the Annual General Meeting of Peregrine shareholders should ensure that the person or entity (such as a nominee) whose name has been entered into the sub-register maintained by a CSDP or broker completes and returns the attached relevant forms of proxy in terms of which they appoint a proxy to vote at the Annual General Meeting of Peregrine shareholders.

Electronic participation

Shareholders or their proxies may participate in the meeting by way of telephone conference call. Shareholders or their proxies who wish to participate in the Annual General Meeting via the teleconference facility will be required to advise the company thereof by no later than 17:00 on Tuesday, 4 September 2018 by submitting, by email to Mr M Yachad at mandyy@peregrine.co.za , for the attention of Mr M Yachad relevant contact details including email address, cellular number and landline, as well as full details of the shareholder’s title to the shares issued by the company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shareholders), and (in the case of dematerialised shareholders) written confirmation from the shareholder’s CSDP confirming the shareholder’s title to the dematerialised shares. Upon receipt of the required information, the shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the Annual General Meeting.

Shareholders who wish to participate in the Annual General Meeting by way of telephone conference call must note that they will not be able to vote during the Annual General Meeting. Such shareholders, should they wish to have their vote counted at the Annual General Meeting, must, to the extent applicable, (i) complete the form of proxy; or (ii) contact their CSDP or broker, in both instances, as set out above.

Consent to receive documentation

Included in the form of proxy is a consent for those shareholders who wish to receive notices, statements, reports, accounts or any other documents pertaining to the company at an e-mail address.

By order of the board

Peregrine Management Services Proprietary Limited
Company Secretary

Sandton
31 July 2018