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Notice Convening the Scheme Meeting Of Preference Shareholders
CULLINAN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1902/001808/06)
Preference share code: CULP
ISIN: ZAE000001947
("Cullinan" or "the company")
NOTICE CONVENING THE SCHEME MEETING
OF PREFERENCE SHAREHOLDERS
Shareholders are referred to the announcement released on SENS on Friday, 9 November 2018 and in the press on Monday,
12 November 2018 wherein they were advised that the board of directors of the company on 16 October 2018 resolved
to repurchase 100% of the Preference Shares, to be implemented by means of a scheme of arrangement in terms of
sections 114 and 115 of the Companies Act, 2008.
Shareholders are advised that the Scheme Meeting of Preference Shareholders will be held at 10:00 on Friday, 25 January
2019 at the office of the company at The Travel House, 6 Hood Street, Rosebank, Johannesburg.
Further information regarding the Offer and the Scheme Meeting is available in the Scheme Circular which was distributed to
Shareholders on Friday, 14 December 2018.
2018
Record date for Cullinan Preference Shareholders to be recorded in the Register in order to
receive this Circular Friday, 7 December
Circular posted to Cullinan Preference Shareholders and notice convening the General Meeting
to consider the Scheme released on SENS on Friday, 14 December
Notice convening the Scheme Meeting published in the South African press on Tuesday, 18 December
2019
Last day to trade Cullinan Preference Shares in order to be recorded in the Register on the
Scheme Voting Record Date on Tuesday, 15 January
Scheme Voting Record Date being 17:00 on Friday, 18 January
Proxy forms to be lodged at Transfer Secretaries by 10:00 on Wednesday, 23 January
Last date and time for Cullinan Preference Shareholders to give notice to the company
objecting, in terms of section 164(3) of the Companies Act, to the special resolution approving
the Scheme for purposes of the Appraisal Rights by 10:00 on Friday, 25 January
Proxy forms not lodged with Transfer Secretaries to be handed to the Chairman of the Scheme
Meeting before 10:00 on Friday, 25 January
Scheme Meeting of Cullinan Preference Shareholders to be held at 10:00 on Friday, 25 January
Results of Scheme Meeting released on SENS on Friday, 25 January
If the Scheme is approved by the Cullinan Preference Shareholders at the Scheme
Meeting, the following dates assume that neither court approvals nor the review of
the Scheme is required and will be confirmed in the finalisation announcement to be
released simultaneously with the results of the Scheme Meeting.
Should votes against or objections to the Scheme be lodged as contemplated in
paragraphs 4.3 and 4.7 of the Circular, the dates set out below will not be applicable,
and a further finalisation announcement will be released in due course.
Finalisation Date expected to be on Friday, 25 January
Finalisation Date announcement expected to be released on SENS on Friday, 25 January
Results of Scheme Meeting published in the South African press on Monday, 28 January
Finalisation Date announcement expected to be published in the South African press on Monday, 28 January
Last Day to Trade - entitlement to Scheme consideration Tuesday, 5 February
Suspension of listing of Cullinan Preference Shares at the commencement
of trade on the JSE on Wednesday, 6 February
Scheme Consideration Record Date to be recorded in the Register in order to receive the
Scheme Consideration expected to be on or about Friday, 8 February
Expected Operative Date of the Scheme on Monday, 11 February
Scheme Consideration will be sent by EFT or by cheque to certificated Preference
Shareholders who have lodged their Form of Surrender with the Transfer Secretaries on or prior
to 12:00 on the Scheme Consideration Record Date, on or about Monday, 11 February
Dematerialised Scheme Participants expected to have their accounts with their CSDP or broker
credited with the Scheme Consideration on or about Monday, 11 February
Expected termination of the listing of Cullinan Preference Shares on the JSE at the
commencement of trade on or about Tuesday, 12 February
Johannesburg
14 December 2018
Independent expert
Sponsor Auditor Attorney to Cullinan
ARBOR CAPITAL MAZARS FLUXMANS ATTORNEYS MOORE STEPHENS
Date: 14/12/2018 12:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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