Regarding:

  • the adoption of the addendum to the Trust Deed
    and incorporating:
  • a Notice of General Meeting; and
  • a Form of Proxy (yellow) for the General Meeting (for use by Certificated Shareholders
    and Dematerialised Shareholders with “own-name registration only”).

CORPORATE INFORMATION

COMPANY SECRETARY AND REGISTERED OFFICE

Fusion Corporate Secretarial Services Proprietary Limited
Block C, Unit 7, Southdowns Office Park
Karee Street
Irene, 0157
PO Box 68528, Highveld, 0169
Castle Walk Corporate Park, Block D
Corner of Nossob and Swakop Street Erasmuskloof
Pretoria
Gauteng
PO Box 11799
Erasmuskloof
0048

TRANSFER SECRETARIES

Computershare Investor Services South Africa Proprietary Limited
(Registration number: 2004/003647/07)
Rosebank Towers
15 Biermann Avenue
Rosebank
2196
PO Box 61051
Marshalltown
2107

DESIGNATED ADVISOR

PSG Capital Proprietary Limited
(Registration number: 2006/015817/07)
1st Floor, Ou Kollege
35 Kerk Street
Stellenbosch
7600
(PO Box 7403, Stellenbosch, 7599)
And at
Second Floor, Building 3
11 Alice Lane
Sandton
2196
(PO Box 650957, Benmore, 2010)

TABLE OF CONTENTS

Corporate information
Action required
Salient dates and times
Definitions and interpretations
Circular to Shareholders
1. Introduction and purpose of the circular
2. The Addendum
3. Experts’ Consents
4. Directors’ Responsibility Statement
5. General Meeting 7
Notice of General Meeting 8
Form of Proxy (yellow)

Inside front cover
2
3
4
6
6
7
7
7
7
8
Attached

ACTION REQUIRED

The definitions and interpretations commencing on page 4 of this Circular shall apply, mutatis mutandis, to this section.
If you have disposed of all of your Ordinary Shares, this Circular should be handed to the purchaser of such Ordinary Shares or to the Broker, CSDP, banker or other agent through whom the disposal was affected.

ACTION REQUIRED BY SHAREHOLDERS REGARDING THE GENERAL MEETING

A General Meeting of Shareholders will be held at SilverBridge Holdings Limited, SilverBridge Office Boardroom, Castle Walk Corporate Park, Block D, c/o Nossob and Swakop Street, Erasmuskloof, Pretoria at 12:00 on Wednesday, 28 November 2018 in order to consider and, if deemed fit, adopt the resolutions required to implement the Addendum as detailed in this Circular. A notice convening the General Meeting is attached to and forms part of this Circular.

1. IF YOU ARE A DEMATERIALISED SHAREHOLDER WITHOUT “OWN-NAME” REGISTRATION

  • Your CSDP or broker is obliged to contact you in the manner stipulated in the agreement concluded between you and your CSDP or broker to ascertain how you wish to cast your votes at the General Meeting and thereafter to cast your votes in accordance with your instructions.
  • If you have not been contacted by your CSDP or broker, you should contact your CSDP or broker and furnish them with your voting instructions.
  • If your CSDP or broker does not obtain voting instructions from you, they will be obliged to vote in accordance with the provisions contained in the agreement concluded between you and your CSDP or broker.
  • You must NOT complete the attached Form of Proxy (yellow).
  • If you wish to attend the General Meeting, you must advise your CSDP or broker in accordance with the agreement concluded between you and your CSDP or broker, and your CSDP or broker will issue the necessary letter of representation to you to attend the General Meeting.

2. IF YOU ARE A CERTIFICATED SHAREHOLDER OR A DEMATERIALISED SHAREHOLDER WITH “OWN-NAME” REGISTRATION

  • You may attend the General Meeting in person and may vote at the General Meeting.
  • Alternatively, you may appoint a proxy to represent you at the General Meeting by completing the attached Form of Proxy (yellow) in accordance with the instructions it contains and returning it to the Transfer Secretaries at the address set out in that form to be received by no later than 12:00 on Monday, 26 November 2018.

SALIENT DATES AND TIMES

Record date to determine which Shareholders are enititled to receive the Circular Friday, 19 October
The Circular and notice of General Meeting distributed to Shareholders and announced on SENS on Monday, 29 October
Last day to trade in order to to be eligible to participate and vote at the General Meeting Tuesday, 20 November
Record date to be eligible to participate and vote at the General Meeting Friday, 23 November
Last day for receipt of Forms of Proxy (yellow) in respect of the General Meeting by 12:00 on Monday, 26 November
General Meeting of Shareholders to be held at 12:00 onr Wednesday, 28 November
Results of the General Meeting announced on SENS on  Wednesday, 28 November

Notes:
1. The above dates and times are subject to change. Any changes will be published on SENS.
2. All times in this Circular are South African local times.
3. Any Form of Proxy (yellow) not delivered by 12:00 on Monday, 26 November 2018 may be handed to the chairman of the General Meeting immediately before the appointed proxy exercises any of the shareholder rights at the General Meeting.
If the General Meeting is adjourned or postponed, Forms of Proxy (yellow) submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.

DEFINITIONS AND INTERPRETATION

In this Circular, unless the context indicates a contrary intention, an expression which denotes any gender includes the other genders, any reference to a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following expressions bear the meanings assigned to them, below:

“Act” or “Companies Act” the Companies Act, 2008 (Act 71 of 2008), as amended;
“Addendum” the proposed addendum to the trust deed of the SilverBridge Employee Share Trust;
“Auditors” the auditors of the Company from time to time;
“Board” or “Directors” the board of directors of SilverBridge;
“Business Day” any day other than a Saturday, Sunday or an official public holiday in South Africa;
“Certificated Shareholders” Shareholders who hold Certificated Ordinary Shares;
“Certificated Ordinary Shares” Ordinary Shares which have not yet been dematerialised, title to which is represented by a share certificate or other Documents of Title;
“Circular” this circular, dated Monday, 29 October 2018, incorporating the Notice of General Meeting and the Form of Proxy (yellow);
“Company Seretary” the company secretary of the Company from time to time;
“CSDP” a Central Securities Depository Participant defined as a “participant” in section 1 of the Financial Markets Act and appointed by individual Shareholders for purposes of, and in regard to, Dematerialisation of Documents of Title for the purpose of incorporation into Strate;
“Dematerialised Shareholders” holders of Dematerialised Ordinary Shares;
“ Dematerialised Ordinary Shares” Ordinary Shares which have been Dematerialised in terms of the requirements of Strate and the ownership of which is no longer evidenced by physical Documents of Title but by electronic records;
“Designated Advisor” PSG Capital Proprietary Limited (Registration number 2006/015817/07) a private company duly registered and incorporated with limited liability in accordance with the laws of South Africa;
“Director” a director of a Group Company and directors shall have a corresponding meaning;
“Documents of Title” share certificates, certified transfer deeds, balance receipts or any other documents of title to the Ordinary Shares acceptable to the Board;
“Financial Markets Act” the Financial Markets Act, No. 19 of 2012;
“Form of Proxy” the Form of Proxy (yellow) for use by Certificated Shareholders and Dematerialised Shareholders with “own-name registration” to appoint a proxy to represent such shareholders at the General Meeting;
“General Meeting” the general meeting of Shareholders convened in terms of the Notice of General Meeting accompanying this Circular, to be held at 12:00 at SilverBridge Holdings Limited, SilverBridge Office Boardroom, Castle Walk Corporate Park, Block D, c/o Nossob and Swakop Street, Erasmuskloof, Pretoria on Wednesday, 28 November 2018 or any other adjourned or postponed date and time determined in accordance with the provisions of section 64(4) or 64(11)(a)(i) of the Companies Act, as read with the Listings Requirements;
“JSE” the JSE Limited (Registration number 2005/022939/06) a public company incorporated in accordance with the laws of South Africa and which is licensed as an exchange under the Financial MarketsAct;
“Last Practicable Date” the last practicable date before the finalisation of this Circular, being Thursday, 25 October 2018;
“Notice of General Meeting” the notice convening the General Meeting of Shareholders, which forms part of this Circular;
“Last Practicable Date” the last practicable date before the finalisation of this Circular, being Thursday, 25 October 2018;
“Ordinary Shares” ordinary shares of no par value in the issued share capital of SilverBridge;
“Rand” or “R” South African Rand, the lawful currency of South Africa;
“Record Date” Friday, 23 November 2018, the date upon which all Shareholders whose Ordinary Shares are recorded in the register at close of business, will be eligible to participate in the General Meeting;
“SENS” Stock Exchange News Service of the JSE;
“Shareholders” all beneficial holders of Ordinary Shares of the Company from time to time;
“ SilverBridge”, the “Company”
or “the Group”
SilverBridge Holdings Limited (Registration number 1995/006315/06) a public company, incorporated in accordance with the laws of South Africa, whose shares are traded on the JSE, together with its subsidiaries, the Group;
“South Africa” the Republic of South Africa;
“Strate” the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited (Registration number 1998/022242/07), a limited liability private company duly incorporated in South Africa;and
“Transfer Secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated in accordance with the laws of South Africa, being the transfer secretaries of SilverBridge.

Directors

Robert Emslie#
Jaco Swanepoel*
Lee Kuyper *
Stuart Blyth *
Tyrrel Murray#
Hasheel Govind#
Lulama Booi#
Jeremy de Villiers#
* Exceutive Director
# Non-Executive Director

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THE CIRCULAR

1.1 On Monday, 29 October 2018, SilverBridge announced the adoption of the Addendum which
requires the approval of Shareholders in the General Meeting.

1.2 The Addendum is being proposed in order to The SilverBridge Employee Share Trust has in terms of
the approved share trust deed issued the full allotment of share options to approved beneficiaries.
These share options have been awarded to senior staff as incentivisation of performance but also
as a mechanism to retain key staff and eventually to create liquidity in the market.

1.3 The current six-month expiry period from final vesting date is prohibitive to achieving the objectives
of the scheme in circumstances where there is a suppressed share price given the performance
of a specific period.

1.4 In these circumstances the trustees require the ability to provide a longer period of time before
the expiry of the options, without changing the vesting price or dates, in order to avoid a lower net
number of options being exercised simply because of the timing of the expiry date.

1.5 The Addendum extends the current six-month expiry period to 60 months and will impact on all
options issued.

1.6 The purpose of this Circular is to provide Shareholders with details of the Adendum and all
other relevant information pertaining to the implementation of the aforementioned, in order for
Shareholders to make an informed decision at the General Meeting.7

2. THE ADDENDUM

The Addendum will amend clause 18.3.1.3 of the SilverBridge Employee Share Trust Deed to read as follows:
“18.3.1.3 on or after the third Vesting Date, but not later than 60 (Sixty) months thereafter, the Beneficiary shall be entitled to exercise his Option to purchase the remainder of the Scheme Shares in respect of which Options were granted to him in the Option Agreement and in respect of which Options were not exercised on or after the first Vesting Date and/or on or after the second Vesting Date.”

3. EXPERTS’ CONSENTS

The Designated Advisor has consented in writing to act in the capacity stated and to its name being included in this Circular and has not withdrawn its consent prior to the publication of this Circular.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors of SilverBridge, whose names are given on page 6 of this Circular:

4.1 have considered all the information contained in this Circular;

4.2 accept, individually and collectively, full responsibility for the accuracy of the information given in relation to SilverBridge;

4.3 certify that, to the best of their knowledge and belief, no other facts have been omitted which would make any statement in this Circular false or misleading;

4.4 have made all reasonable enquiries to ascertain such facts; and

4.5 confirm that this Circular contains all information required by law and the Listings Requirements.

5. GENERAL MEETING

5.1 A General Meeting of Shareholders will be held at SilverBridge Holdings Limited, SilverBridge Office Boardroom, Castle Walk Corporate Park, Block D, c/o Nossob and Swakop Street, Erasmuskloof, Pretoria at 12:00 on Wednesday, 28 November 2018 in order to consider and approve the ordinary resolutions proposed in the notice of General Meeting.

5.2 The notice of General Meeting and the Form of Proxy (yellow) for use by Certificated Shareholders and Dematerialised Shareholders with “own-name” registration who are unable to attend the General Meeting and who wish to be represented thereat is attached to and forms part of this Circular. In respect of Certificated Shareholders and Dematerialised Shareholders with “own-name” registration, duly completed Forms of Proxy (yellow) must be received by the Transfer Secretaries by no later than 12:00 on Monday, 26 November 2018. Any Form of Proxy (yellow) not delivered by 12:00 on Monday, 26 November 2018 may be handed to the chairman of the General Meeting immediately before the appointed proxy exercises any of the shareholder rights at the General Meeting.

5.3 Full details of the action(s) required by the holders of certificated Ordinary Shares and dematerialised Ordinary Shares commences on page 2 of this Circular.

By order of the Board

JACO SWANEPOEL
Chief executive officer
SILVERBRIDGE HOLDINGS LIMITED
SIGNED AT PRETORIA ON MONDAY, 29 OCTOBER 2018 BY JACO SWANEPOEL ON BEHALF OF ALL OF THE DIRECTORS OF SILVERBRIDGE HOLDINGS LIMITED IN TERMS OF POWERS OF ATTORNEYS SIGNED BY SUCH DIRECTORS

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN of a General Meeting of the Company’s Shareholders to be held at SilverBridge
Holdings Limited, SilverBridge Office Boardroom, Castle Walk Corporate Park, Block D, c/o Nossob and
Swakop Street, Erasmuskloof, Pretoria, at 12:00 on Wednesday, 28 November 2018 or any other adjourned
or postponed date and time determined in accordance with the provisions of section 64(4) or 64(11)(a)(i) of
the Act, as read with the Listings Requirements (“General Meeting”), for the purpose of considering and, if
deemed fit, passing with or without modification, the ordinary resolutions set out below:

PURPOSE OF THE GENERAL MEETING

The purpose of this General Meeting is to consider and, if deemed fit, to pass, with or without modification,
the resolutions set out below.
The following resolutions will be considered at the General Meeting, and, if deemed fit, passed with or without
modification:

1. ORDINARY RESOLUTION NUMBER 1 (ADOPTION OF THE ADDENDUM)

“Resolved that, the Addendum, the details of which are included in the Circular to which this notice is
attached and a copy of which has been signed by the chief executive officer for identification purposes
and tabled at the General Meeting convened to consider same, amongst other things, be and is hereby
adopted.”
Reason and effect of ordinary resolution number 1
The reason for Ordinary Resolution number 1 is to obtain the authority of Shareholders in order for the
Company to adopt the Addendum. The effect of Ordinary Resolution number 1 is that the Addendum will
have been adopted by the Company.
Percentage of voting rights required
In terms of the JSE Listings Requirements, in order for Ordinary Resolution number 1 to be approved
by Shareholders, it must be supported by at least 75% of the voting rights exercised on the ordinary
resolution.

2. ORDINARY RESOLUTION NUMBER 2 (ENABLING RESOLUTION)

“Resolved that, subject to the passing of Ordinary Resolution Number 1, the directors be and are hereby
authorised to do all such things and sign all such documents as may be necessary to implement the
aforementioned resolutions.”

9 Reason and effect of ordinary resolution number 2
The reason for Ordinary Resolution number 2 is to obtain the authority of Shareholders in order for the directors to implement the aforementioned resolutions. The effect of Ordinary Resolution number 2 is that directors shall be authorised to implement the aforementioned resolutions.
Percentage of voting rights required
In terms of the JSE Listings Requirements, in order for Ordinary Resolution number 2 to be approved by Shareholders, it must be supported by at least 50,1% of the voting rights exercised on the ordinary resolution.

ATTENDANCE, VOTING AND PROXIES

The record date for purposes of determining which Shareholders are entitled to receive this notice as determined in terms of section 59(1)(a) of the Companies Act is Friday, 19 October 2018.
The date on which Shareholders must be recorded as such in the register maintained by the Transfer Secretaries of the Company for purposes of being entitled to attend and vote at the General Meeting is determined in terms of section 59(1)(b) of the Companies Act is Friday, 23 November 2018 (“Voting Record Date”).
In terms of section 63(1) of the Companies Act, all meeting participants will be required to provide identification reasonably satisfactory to the chairman of the meeting, before being entitled to attend or participate in the General Meeting. The Company will regard the presentation of participants’ original drivers’ licences, identity documents or passports to be satisfactory identification.
Certificated shareholders and dematerialised shareholders with “own-name” registration who are unable to attend the General Meeting but wish to be represented thereat, should complete and return the attached Form of Proxy (yellow), in accordance with the instructions contained therein, to the office of the Transfer Secretaries, Computershare Investor Services South Africa Proprietary Limited (Registration number: 2004/003647/07), Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107), to be received by no later than 12:00 on Monday, 26 November 2018. Any Form of Proxy (yellow) not delivered by this time may be handed to the chairman of the General Meeting immediately before the appointed proxy exercises any of the shareholder’s rights at the General Meeting.
Dematerialised shareholders, other than those with “own-name” registration, who wish to attend the General Meeting must instruct their CSDP or broker to issue them with the necessary letter of representation to attend the General Meeting. Should shareholders who have already dematerialised their Ordinary Shares, other than those with “own-name” registration, wish to vote by way of proxy, they must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between them and their CSDP or broker. A proxy need not also be a shareholder of the Company. In respect of dematerialised Ordinary Shares, it is important to ensure that the person or entity (such as a nominee) whose name has been entered into the relevant sub-register maintained by a CSDP completes the Form of Proxy (yellow) in terms of which he/she appoints a proxy to vote at the General Meeting of shareholders in accordance with the instructions received from dematerialised beneficial holders.
On a poll, every SilverBridge shareholder present in person or represented by proxy shall have one vote for every share held in SilverBridge by such shareholder.

ELECTRONIC PARTICIPATION

Shareholders or their proxies wishing to participate electronically at the General Meeting are required to deliver written notice to the company secretary, with a copy to the Transfer Secretaries, at the applicable addresses as set out below, by no later than 12:00 on Monday, 26 November 2018, stating that they wish to participate via electronic communication at the General Meeting (“the electronic notice”).
In order for the electronic notice to be valid it must contain:

a) if the shareholder is an individual, a certified copy of his/her identity document and/or passport;

b) if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution and the relevant resolution must set out who from the relevant entity is authorised to represent the relevant entity at the General Meeting via electronic communication; and

c) a valid email address and/or facsimile number (the contact address/number).
By no later than 12:00 on Tuesday, 27 November 2018 prior to the time of the General Meeting, the Company shall use its reasonable endeavours to communicate with each shareholder who has delivered a valid electronic notice, by notifying such shareholder at its contact address/number of the relevant details through which the shareholder can participate via electronic communication.
The Company reserves the right not to provide for electronic participation at the General Meeting in the event that it proves not practical to do so. The costs of accessing any means of electronic participation provided by the Company will be borne by the shareholder so accessing the electronic participation.
If you are in any doubt as to what action you should take arising from the following resolutions, please consult your CSDP, Broker, banker, attorney, accountant or other professional adviser immediately.

By order of the Board

JACO SWANEPOEL
Chief executive officer
SILVERBRIDGE HOLDINGS LIMITED
29 OCTOBER 2018
PRETORIA

Registered office

Castle Walk Corporate Park, Block D
Corner of Nossob and Swakop Street Erasmuskloof
Pretoria
Gauteng
PO Box 11799
Erasmuskloof
0048

Transfer secretaries

Rosebank Towers
15 Biermann Avenue
Rosebank
2196
PO Box 61051
Marshalltown
2107

For the full PDF form click on the link below:

CIRCULAR TO SHAREHOLDERS 2018/10/29