Annual Shareholder Roadshow March/April 2014 Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Objectives of Eyomhlaba 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 Eyomhlaba • Eyomhlaba formed in 2005 as ABIL’s first BEE scheme • Eyomhlaba currently holds 3.2% of ABIL ordinary shares • Hlumisa was formed in 2008 after ABIL issued shares to buy Ellerine Holdings Ltd • Current combined shareholding in ABIL by Eyomhlaba and Hlumisa is 5.0% (encumbered) ABIL shareholding Reserve shares • Issued to Black employees during 2013 • 82 848 shares at prices ranging between R9.40 and R10.12 per share (discount of 20% to NAV) • Remaining reserve is 2 169 911 shares • To issue to ABIL Black employees and Black non-executive and executive directors Ordinary dividends and documentation required Unclaimed dividends and documentation required • Approximately 2 700 shareholders have not complied with the documentation requirements and therefore have not received their dividends (As at February 2014 approximately R2.3 million remain unclaimed). • No interest is paid on unclaimed dividends • Documentation requirements • Certified copy of identity document • Certified proof of residence or affidavit • Bank confirmation of shareholder’s bank account 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 • Eyomhlaba 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 • Eyomhlaba shareholders will receive ABIL shares • Currently 100 Eyomhlaba shares equivalent to approximately 93 ABIL shares (before unbundling taxes) • Eyomhlaba 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 • Eyomhlaba currently has long term debt of R112 million Preference share funding balance: Amount owing at the beginning of the year Early redemption • • R million 330 (210) Scheduled redemption (8) Amount owing at the end of the year 112 The funding is redeemable in tranches until December 2015 The renegotiated default price is R6 based on 3 days VWAP Proxy form for annual general meeting • The AGM is at 14h00 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 30 of the abridged integrated report • The proxy form must be received by Link Market Services by 14h00 on Thursday, 10 April 2014 • This can be faxed to 086 674 2450 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 integrated report • Deadline for applications is 17h00 on Friday, 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, Max Mathye and Asim Gani who resign as directors in terms of the MOI offer themselves for re- election. 2. Johnny Gounden, Max Mathye and Asim Gani offer themselves for re- 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 the ABIL shares under certain circumstances. Can declare up to R295 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 41 of MOI regarding company’s right to have greater flexibility regarding the dates on which preference dividends can be paid. 5. Authority to issued ordinary shares. 6. Authority to provide security for subscription of preference shares. 7. Authority to repurchase 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.eyomhlaba.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 Eyomhlaba Investment Holdings (RF) Limited are not investment or legal advisors. If you require advice on your investment in Eyomhlaba Investment Holdings (RF) Limited, you should consult an investment and/or legal advisor. This presentation does not replace the Eyomhlaba prospectus and Eyomhlaba Memorandum of Incorporation. If anything in this presentation is different to what is stated in the Eyomhlaba prospectus and/or Memorandum of Incorporation, the Eyomhlaba prospectus and Memorandum of Incorporation take precedence. Furthermore, African Bank Investments Limited and Eyomhlaba 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.