Notification in terms of section 45(5)(a) of the Companies Act 71 of 2008
ZARCLEAR HOLDINGS LIMITED
(formerly Sandown Capital Limited)
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: ZCL ISIN: ZAE000262820
("Zarclear" or "the Company")
NOTIFICATION IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT 71 OF 2008
In terms of the provisions of section 45(5)(a) of the Companies Act 71 of 2008 ("the Act") and pursuant to
the special resolution passed at the annual general meeting of the Company held on 15 November 2018,
authorising the board of directors ("the board") to provide direct or indirect financial assistance to related
and inter-related parties, notification is hereby given by Zarclear that the board has adopted a resolution in
terms of section 45(3)(b) of the Act authorising the Company to act as guarantor for Zarclear Securities
Lending (RF) Proprietary Limited ("ZSL"), where Zarclear is the registered holder of 60% of the issued share
capital of ZSL, in respect of all existing and future obligations of ZSL under a securities lending arrangement,
substantially in the form of the 2010 Global Master Securities Lending Agreements concluded between ZSL
and the counterparty, which constitutes financial assistance in terms of section 45 of the Act.
In accordance with section 45 of the Act, the board is satisfied and acknowledges that:
(i) immediately after providing such financial assistance, Zarclear would have satisfied the solvency and
liquidity test as provided for in section 4 of the Act, and
(ii) the terms under which such financial assistance has been given are fair and reasonable to Zarclear.
29 April 2019
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