Notification in terms of section 45(5) of the Companies Act 71 of 2008
REX TRUEFORM GROUP LIMITED
(formerly Rex Trueform Clothing Company Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO ISIN: ZAE000250387
JSE share code: RTN ISIN: ZAE000250395
JSE share code: RTOP ISIN: ZAE000250403
NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT 71 OF 2008
Notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act 71 of 2008
(“the Companies Act”), and:
- pursuant to the special resolution passed at the annual general meeting of Rex Trueform held on 30 November 2018
authorising the board of directors of Rex Trueform ("the board") to provide direct or indirect financial assistance
to, inter alia, related parties, the board has adopted a resolution on 24 June 2019 in terms of section 45(2) of
the Companies Act authorising Rex Trueform to provide financial assistance to its holding company, African and Overseas
Enterprises Limited ("AOE"), by way of Rex Trueform agreeing to make a loan facility available to AOE; and
- for the purposes of, and pursuant to, the Rex Trueform Group Limited Incentive Scheme ("the Scheme") housed
within the Rex Trueform Share Trust ("the Trust") (which Scheme was approved and adopted by Rex Trueform's shareholders
at its annual general meeting held on 30 November 2018 and satisfies the requirements of section 97 of the Companies Act),
the board has, in terms of section 45(2) of the Companies Act, adopted a resolution on 24 June 2019 authorising Rex Trueform
to provide financial assistance to the Trust by way of Rex Trueform agreeing to make a loan facility available to the Trust,
and on 26 June 2019 authorising Rex Trueform to provide financial assistance to certain participants in the Scheme by way of
Rex Trueform agreeing to make loan facilities available to such participants.
The board resolutions in this regard were adopted in compliance with the provisions of section 45 of the Companies Act.
8 July 2019
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