Sefalana : NOTICE OF SPECIAL GENERAL MEETING

NOTICE OF SPECIAL GENERAL MEETING

Notice is hereby given that the Special General Meeting (SGM) of Sefalana Holding Company Limited will be held at the Head Office of the company, Plot 10038, Corner of Nelson Mandela Drive and Kubu Road, Broadhurst Industrial Site, Gaborone, on Friday 31 March

2023 at 15H00 for the purpose of transacting the following business:

Special Resolution 1

To revoke the existing constituting documents, being the Memorandum and Articles of Association and adopt the revised draft Constitution as the constitution of the Company with effect on and from the date of this Special General Meeting.

Voting and Proxies

A member entitled to attend and vote at the above mentioned meeting is entitled to appoint a proxy to attend and speak and, on a poll, to vote in his / her/ its stead. A proxy need not be a member of the Company.

Proxy forms must be deposited or received at Sefalana Head Office, Plot 10038, Corner of Nelson Mandela Drive and Kubu Road, Broadhurst Industrial Site, Private Bag 0080, Gaborone, not less than 48 hours before the meeting.

Meeting Procedures

Shareholders who wish to attend and participate are requested to provide details to the Group Company Secretary, as per the participation form below. For administration purposes shareholders are requested to submit the participation form no later than Monday 27 March 2023. Please note that each SGM participant will be verified by the Transfer Secretaries.

Please complete the Participation form and email it to [e-mail]

PARTICIPATION FORM

Name of registered shareholder

Omang/ID/Company Number

Shareholders CSD account number/broker account number/custodian account number

Name of Broker where shares are not dematerialized

Number of shares held

Full Name of 31 March 2023 SGM Participant

Email address of the 31 March 2023 Participant

By order of the board

Joanne Robinson

Group Company Secretary

9 March 2023

FORM OF PROXY

For completion by holders of ordinary shares

PLEASE READ THE NOTES TO FORM OF PROXY BEFORE COMPLETING THIS FORM.

For use at the Special General Meeting of ordinary shareholders of Sefalana Holding Company Limited to be held at Sefalana Holding Company Limited, Plot 10038, Corner of Nelson Mandela Drive and Kubu Road, Broadhurst Industrial Site, Gaborone on Friday 31 March 2023 at 15h00.

I/We

(name/s in block letters)

of

(address)
Appoint (see note 1):
1.					or failing him / her,
2.					or failing him / her,
3. the Chairman of the Meeting,

as my / our proxy to act for me / us at the Special General Meeting which will be held for the purpose of considering and if deemed fit, passing, with or without modification, the resolution to be proposed thereat and at each adjournment thereof, and to vote for or against the resolution and / or abstain from voting in respect of the ordinary shares registered in my / our name in accordance with the following instructions:

Number of ordinary shares

For

Against

Abstain

1 Special resolution number 1

Signed at	on	2023

Signature

Assisted by (where applicable)

Each shareholder is entitled to appoint one or more proxies (who need not be member/s of the Company) to attend, speak and vote in place of that shareholder at the Special General Meeting.

Please read the accompanying notes.

NOTES TO FORM OF PROXY

A Shareholder may insert the names of two alternative proxies of the Shareholder's choice in the space provided, with or without deleting "the Chairman of the Meeting." The person whose name appears first on the form of proxy, and whose name has not been deleted will be entitled to act as proxy to the exclusion of those whose names follow.

A Shareholder's instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the Shareholder in the appropriate space provided. Failure to comply herewith will be deemed to authorise the proxy to vote at the Special General Meeting as he / she deems fit in respect of the Shareholder's votes exercisable thereat, but where the proxy is the Chairman, failure to comply will be deemed to authorise the proxy to vote in favour of the resolution. A Shareholder or his / her/ its proxy is obliged to use all the votes exercisable by the Shareholder or by his / her / its proxy.

The completion and lodging of this form will not preclude the relevant Shareholder from attending the Special General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such Shareholder wish to do so.

The Chairman of the Special General Meeting may reject or accept any form of proxy not completed and / or received other than in accordance with these notes provided that he is satisfied as to the manner in which the Shareholder concerned wishes to vote.

An instrument of proxy shall be valid for the Special General Meeting as well as for any adjournment thereof, unless the contrary is stated thereon.

A vote given in accordance with the terms of a proxy shall be valid, notwithstanding the previous death or insanity of the Shareholder, or revocation of the proxy, or of the authority under which the proxy was executed, or the transfer of the Ordinary Shares in respect of which the proxy is given, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company not less than one hour before the commencement of the Special General Meeting or adjourned Special General Meeting at which the proxy is to be used.

The authority of a person signing the form of proxy under a power of attorney or on behalf of a Company must be attached to the form of proxy, unless the authority or full power of attorney has already been registered by the Company or the Transfer Secretaries.

Where Ordinary Shares are held jointly, all joint Shareholders must sign.

A minor must be assisted by his / her guardian, unless the relevant documents establishing his / her legal capacity are produced or have been registered by the Company.

Proxy forms must be received either at the Registered office at Plot 10038, corner of Nelson Mandela Drive and Kubu Road, Broadhurst Industrial Site, Private Bag 0080, Gaborone or at the Transfer Secretaries Office at Unit 206, Building 1, Showgrounds Close, Plot 64516, P. O. Box 1583 AAD, Poso House, Gaborone, Botswana.

PROPOSED

REVISED CONSTITUTION

of

SEFALANA HOLDING COMPANY LIMITED

(as adopted by special resolution passed on 31 March 2023)

The existing Memorandum and Articles of Association for Sefalana Holding Company Limited dates back to 12 December 1986.

The Company has undertaken to update its Constitution and includes under cover this proposed revised draft. This has been considered and approved by the Board of Sefalana Holding Company Limited and also by the Botswana Stock Exchange. The final approval is now put to the Shareholders at the upcoming Special General Meeting on 31 March 2023.

A special resolution has been included in the SGM agenda for this purpose.

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TABLE OF CONTENTS

Contents	Page Number
INTERPRETATION	1
Definitions	2
Construction	3
Powers of Shareholders	3
RIGHTS, POWERS, DUTIES AND OBLIGATIONS	3
Companies Act	3
Incorporation of Listing Rules	3
Listing Rules Prevail	3
Objects	3
RIGHTS ATTACHING TO SHARES	4
Ordinary Shares	4
New Shares/ Securities	4
Alteration of Rights	4
ISSUE OF NEW SECURITY	5
Issue of new Securities	5
Consolidation and subdivision of Equity Securities	5
Bonus issues	5
SHARE REGISTER	5
BUYBACKS AND REDEMPTIONS OF SECURITIES	6
AND FINANCIAL ASSISTANCE
Powers	6
Financial Assistance	6
CALLS ON SHARES	6
Board's Power	6
Liability to Pay	6
Differential Calls	6
Time when Call is Deemed to be made	7
Interest on Overdue Amounts	7
Unpaid Installments	7
Calls in Advance	7
Evidence	7
LIEN ON SHARES	7
Lien on Unpaid and Partly Paid Shares	7
Power of Sale	8
Absolute Title of Purchaser	8
Application of Sale Proceeds	8
FORFEITURE OF SHARES	8
Notice	8
Forfeiture	8