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NOTICE of Annual General Meeting continued

40.1.2

40.1.3

40.1.4 40.1.5

40.1.6

40.1.7

40.1.8

40.1.9

40.1.10

“B preference shares” – 20 000 000 nonredeemable, non-participating, variable rate, B preference shares with a par value of 13,90607 cents each in the share capital of the Company; “deemed capital value” in respect of each B preference share, R100,00, being the deemed value of each B preference share for the purposes of calculating the preference dividend, being an amount determined by the directors on the issue date, notwithstanding the issue price of each B preference share which may vary because of a difference in the premium at which the B preference shares may be issued from time to time; “Income Tax Act” the Income Tax Act 58 of 1962, as amended from time to time; “issue date” in relation to a B preference share, the date on which that B preference share was issued and allotted pursuant to a resolution of the directors of the Company; “issue price” in respect of any of the B preference shares, the aggregate of the par value of the B preference share plus the premium at which such B preference share was allotted and issued as determined by the directors from time to time in respect of each issue; “preference dividend” a non-participating, preference cash dividend calculated in accordance with 40.3.2; “preference dividend payment date” the actual dates of payment of a preference dividend in each calendar year, being approximately six months apart, as determined by the directors on the issue date, provided that if any such date is not a business day then such preference dividend payment date shall be the immediately succeeding day which is a business day; “preference dividend rate” in respect of a B preference share, subject to 40.4.2 and 40.3.2.3, a rate that will be determined by the directors on the issue date; and “prime rate” the publicly quoted basic rate of interest from time to time (expressed as a percentage per year) quoted by First National Bank Ltd (“FNB”) as being its prime overdraft rate, as certified by any manager of FNB, whose appointment and/or designation need not be proved, provided that, during the period commencing on and including the date of declaration of any preference dividend until and including the preference dividend payment date in respect of such preference dividend, the prime rate shall be deemed to be the prime rate which prevailed on the business day immediately preceding the date of the declaration of

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such preference dividend, which period the Company undertakes will not be greater than 30 days. 40.2 Winding-up Subject to 40.4.3, each B preference share shall confer on the holder of such B preference share the right to a return of capital on the winding-up of the Company, in an amount equal to the aggregate of the par value thereof and a proportionate share of the premium paid up on all B preference shares issued by the Company together with an amount equal to all dividends accrued in respect of such B preference share (as contemplated in 40.3.3.1) calculated in accordance with the provisions of 40.3.2, to the date of payment, in priority to any payment in respect of ordinary shares, but behind the A preference shares in the capital of the Company. 40.3 Preference dividend 40.3.1 Subject to 40.4.3, each B preference share will confer on the holder of the B preference share the right to receive out of the profits or reserves of the Company a preference dividend which shall be determined in the manner set out in 40.3.2 and paid in priority to any payment of dividends or distributions which may be declared in respect of ordinary shares, but behind the A preference shares, in the capital of the Company after the issue date provided that such right shall be subject to the Company declaring such preference dividend in the manner set out in these articles and in accordance with the Act. 40.3.2 The preference dividend shall be calculated – 40.3.2.1 in accordance with the following formula BxCxD 365 where A = the preference dividend per B preference share; B = the average of the daily preference dividend rate, as defined in 40.1.9, over the number of days of the relevant period for which the preference dividend is calculated as specified in 40.3.2.2 below; C = the number of days of the relevant period for which the preference dividend is calculated as specified in 40.3.2.2 and 40.3.2.3 below; and D = the deemed capital value of a B preference share as defined in 40.1.3, which is and will remain R100,00 per B preference share; 40.3.2.2 from the day following a preference dividend payment date (as defined in 40.1.8) until and including the preference dividend payment date immediately following, provided that the first preference dividend payment date, in respect of any

Aspen Annual Report 2006

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Aspen Annual Report 2006  

Aspen Annual Report 2006