African Equity Empowerment Investments : AEEI Notice of AGM 2021

2021

NOTICE OF ANNUAL GENERAL MEETING

AND FORM OF PROXY

AND CONDENSED AUDITED CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 AUGUST 2021

AFRICAN EQUITY

EMPOWERMENT

INVESTMENTS

LIMITED

NOTICE OF THE 2021 ANNUAL GENERAL MEETING

20 December 2021

Dear Shareholder,

This notice is important and requires your immediate attention.

NOTICE IS HEREBY GIVEN to shareholders that the annual general meeting ("AGM") of shareholders of African Equity Empowerment Investments Limited ("AEEI" or "the Company") is to be conducted by way of and will be accessible to shareholders, through electronic communication as envisaged in section 63(2)(a) of the Companies Act (Act 71 of 2008), as amended ("the Companies Act"), at 14h00 on Thursday, 24 February 2022 to deal with such business as may lawfully be dealt with at the AGM 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 Listings Requirements of the JSE Limited ("the JSE Listings Requirements"). The Board of directors of the company ("the Board") has determined that, in terms of section 62(3)(a), read with section 59 of the Companies Act, the record date for the purposes of determining which shareholders of the Company are entitled to participate in and vote at the AGM is Friday, 18 February 2022. Accordingly, the last day to trade AEEI shares in order to be recorded in the shareholders' register maintained by the transfer secretaries of the Company ("Share Register") to be entitled to vote will be Tuesday, 15 February 2022.

If you are in any doubt as to what action you should take, consult your broker, Central Securities Depository ("CSPD"), legal advisor, banker, financial advisor, accountant or another professional advisor immediately.

If you have disposed of all your shares in the Company, please forward this document, together with the form of proxy, to the purchaser of such shares or the broker, CSPD, banker or other agent through whom you disposed of such shares.

The Company's integrated report and the audited annual consolidated financial statements for the year ended 31 August 2021 are available for download on AEEI's website at www.aeei.co.za.

Aziza Amod	Valentine Dzvova
Non-executive chairperson	Chief executive officer

PURPOSE	4
AGENDA	4
PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS	4
ORDINARY BUSINESS	4
1.	CONFIRMATION OF APPOINTMENT AND RE-ELECTION OF THE DIRECTORS OF THE COMPANY	4
2.	APPOINTMENT AND RE-ELECTION OF THE MEMBERS OF THE AUDIT AND RISK COMMITTEE	5
3.	APPOINTMENT OF THE MEMBERS OF THE SOCIAL, ETHICS AND TRANSFORMATION
	COMMITTEE	5
4.	APPOINTMENT OF AUDITORS	6
5.	CONTROL OF AUTHORISED BUT UNISSUED "B" ORDINARY SHARES	6
6.	APPROVAL TO ISSUE "B" ORDINARY SHARES AND/OR OPTIONS FOR CASH	6
7.	NON-BINDING ADVISORY VOTE ON THE REMUNERATION POLICY OF THE COMPANY	7
8.	NON-BINDING ADVISORY VOTE ON THE IMPLEMENTATION REPORT
	OF THE REMUNERATION POLICY OF THE COMPANY	7
9.	DIRECTOR'S AUTHORITY TO SIGN DOCUMENTATION	8
10.	REMUNERATION OF NON-EXECUTIVE DIRECTORS	8
11.	INTER-COMPANY FINANCIAL ASSISTANCE	8
12.	FINANCIAL ASSISTANCE FOR THE SUBSCRIPTION AND/OR PURCHASE
	OF SHARES IN THE COMPANY OR A RELATED OR INTER-RELATED COMPANY	9
13.	APPROVAL FOR THE COMPANY OR ITS SUBSIDIARIES TO REPURCHASE COMPANY SHARES	9
14.	AMENDMENT TO THE MEMORANDUM OF INCORPORATION
	OF THE COMPANY IN RELATION TO DISTRIBUTIONS	11
15.	OTHER BUSINESS	12
16.	VOTING AND PROXIES	12
ELECTRONIC PARTICIPATION IN THE AGM	13
ANNEXURE A	14
	Condensed audited consolidated financial statements	14
ANNEXURE B	37
	General information in respect of directors, major shareholders and directors' interest
	in securities, material changes and the share capital of the company	37
	Executive directors	37
	Non-executive directors	38
MAJOR SHAREHOLDERS	40
	Shareholder information as at 31 August 2021	40
ANNEXURE C	42
	Electronic participation in the AGM	42
	The application form	43
	Terms and conditions for participation at the agm via electronic communication	43
ANNEXURE D	44
	African Equity Empowerment Investments' ("AEEI") remuneration policy	44
ANNEXURE E	47
	Social, ethics and transformation committee report ("SETC")	47
FORM OF PROXY	50
ADMINISTRATION	53

NOTICE OF ANNUAL GENERAL MEETING

FOR THE YEAR ENDED 31 AUGUST 2021

Notice is hereby given that the 23rd (twenty-third) annual general meeting ("AGM") of the shareholders of AEEI will be held via electronic communication at 14H00 on Thursday, 24 February 2022.

PURPOSE

The purpose of the AGM is to transact the business set out in the agenda below.

AGENDA

PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS

Presentation of the consolidated audited annual financial statements of the Company, including the reports of the Board of directors of the Company ("the directors" or "the Board") including the directors' report, audit and risk committee report and the external auditor's report for the year ended 31 August 2021 as well as the remuneration and social, ethics and transformation committee reports, have been made available on the Company's website at www.aeei.co.za or can be obtained from the Company's registered office, at no charge, during office hours. A condensed version of the audited consolidated financial statements is included in Annexure A to this notice of AGM.

To consider and, if deemed fit, to pass, with or without modification, the following ordinary and special resolutions:

ORDINARY BUSINESS

Note: For any of the Ordinary Resolution Numbers 1 to 13 and 15 to 17 to be adopted, more than 50% (fifty percent) of the voting rights exercised on each such ordinary resolution must be exercised in favour thereof. For Ordinary Resolution Number 14 to be adopted, more than 75% (seventy-five percent) of the voting rights exercised on such ordinary resolution must be exercised in favour thereof.

1. CONFIRMATION OF APPOINTMENT AND RE-ELECTION OF THE DIRECTORS OF THE COMPANY

1. Ordinary Resolution Number 1
   "Resolved that Ambassador M Mdladlana's appointment as an independent non-executive director in terms of the Memorandum of Incorporation of the Company be and is hereby confirmed"
2. Ordinary Resolution Number 2
   "Resolved that Mr S Nthite's appointment as an independent non-executive director in terms of the Memorandum of Incorporation of the Company be and is hereby confirmed"
3. Ordinary Resolution Number 3
   "Resolved that Mrs A Amod, who retires by rotation in terms of the Memorandum of Incorporation of the Company and, being eligible and offering herself for re-election, be and is hereby re-elected as a non-executive director.
4. Ordinary Resolution Number 4
   "Resolved that Mr B Qama, who retires by rotation in terms of the Memorandum of Incorporation of the Company and, being eligible and offering himself for re-election, be and is hereby re-elected as a non-executive director."

The reason for Ordinary Resolution Numbers 1 and 2 (inclusive) under clause 2 is that the Memorandum of Incorporation of the Company and the JSE Listings Requirements require that any new appointment to the Board of the Company must be confirmed by the shareholders at the AGM of the Company.

The reason for and effect of Ordinary Resolution Numbers 3 and 4 (inclusive) under clause 2 is that the Memorandum of Incorporation of the Company and, to the extent applicable, the Companies Act, require that a component of the directors rotate at every AGM of the Company and, being eligible, may offer themselves for re-election as directors.

Note: Resolutions 1 to 4 shall be considered and voted on individually by shareholders.

The Curricula Vitae of the directors mentioned in clause 2 have been included on pages 36 to 38.

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AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED

2. APPOINTMENT AND RE-ELECTION OF THE MEMBERS OF THE AUDIT AND RISK COMMITTEE

Note: For the avoidance of doubt, all references to the audit and risk committee of the Company is a reference to the audit committee as contemplated in the Companies Act.

2.1. Ordinary Resolution Number 5

1. "Resolved that Mr B Qama, being eligible and offering himself for election as a member of the audit and risk committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company, subject to his re-appointment as director in terms of Resolution 4 being approved by shareholders."

2. Ordinary Resolution Number 6
   "Resolved that Mr S Nthite, being eligible and offering himself for election as a member of the audit and risk committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company, subject to his appointment as director in terms of Resolution 2 being approved by shareholders."
3. Ordinary Resolution Number 7

"Resolved that Mr W Raubenheimer being eligible and offering himself for re-election as a member and chairman of the audit and risk committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company."

2.4 Ordinary Resolution Number 8

"Resolved that Mr G Colbie, being eligible and offering himself for re-election as a member of the audit and risk committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company."

The reason for and effect of Ordinary Resolution Numbers 5 to 8 under clause 3 (inclusive) is that the Company, being a public listed company, must appoint an audit committee and the Companies Act requires that the members of such audit committee be appointed, or re-appointed, as the case may be, at each AGM of a company.

Note: Resolutions 5 to 8 (inclusive) shall be considered and voted on individually by shareholders.

In terms of section 94 of the Companies Act, an audit committee should comprise at least three members.

The Curricula Vitae of the members standing for election and re-election to the audit and risk committee in terms of Ordinary Resolution Number 5 to 8 under clause 3 have been included on pages 36 to 38.

3. APPOINTMENT OF THE MEMBERS OF THE SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE

1. Ordinary Resolution Number 9
   "Resolved that Mrs A Amod, being eligible and offering herself for election as a member of the social, ethics and transformation committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company subject to her re-appointment as director in terms of Resolution 3 being approved by shareholders."
2. Ordinary Resolution Number 10
   "Resolved that Ambassador M Mdladlana, being eligible and offering himself for election as a member of the social, ethics and transformation committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company, subject to the approval of Ordinary Resolution Number 1."
3. Ordinary Resolution Number 11
   "Resolved that Mr B Qama, being eligible and offering himself for re-election as a member of the social, ethics and transformation committee of the Company, as recommended by the directors, be and is hereby elected until the next AGM of the Company subject to his re-appointment as director in terms of Resolution 4 being approved by shareholders."

The reason for and effect of Ordinary Resolution Numbers 9 to 11 (inclusive) under clause 4 is that the Company, being a public listed company, must appoint a social, ethics and transformation committee and that the members of such committee be appointed, or re-appointed, as the case may be, at each AGM of a company.

The Curricula Vitae of the members standing for election and re-election to the social, ethics and transformation committee in terms of Ordinary Resolution Numbers 9 to 11 have been included on pages 36 to 38.

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NOTICE OF ANNUAL GENERAL MEETING 2021

BUSINESS	ORDINARY
ORDINARY BUSINESS
	A ANNEXURE
	B ANNEXURE
MAJOR SHAREHOLDERS
	C ANNEXURE
	D ANNEXURE
	E ANNEXURE
	PROXY OF FORM
	ADMINISTRATION