Wrap Text
Distribution of circular and notice of general meeting to shareholders
Alexander Forbes Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2006/025226/06)
JSE Share Code: AFH and ISIN: ZAE000191516
(Alexforbes or the Company or Group)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING TO SHAREHOLDERS
1. Distribution of circular and details of the Specific Issue
Shareholders are advised that the Company has today issued a circular incorporating a notice of
General Meeting (the Circular), in order to consider and, if deemed fit, to approve the resolutions
required to implement a specific issue of shares to settle obligations to share incentive scheme
participants under the Company's share incentive scheme (the Specific Issue).
Certain Alexforbes employees are participants of the Alexforbes LTIP 2022 (LTIP 2022), a non-
schedule 14 share scheme that governs all LTIP awards granted from calendar years 2022 to 2024. In
terms of the LTIP 2022 scheme rules, Alexforbes can settle the share incentive benefits due to the
share scheme participants through the purchase of Alexforbes shares in the open market or settle all or
part of the vested awards in cash.
Due to liquidity constraints of Alexforbes shares and resultant Alexforbes share price volatility, the
board believes it to be in the Company's best interests to have the flexibility to issue shares up to a
maximum of 65 000 000 shares in total over the remaining three vesting years of the LTIP 2022.
Given the above referenced liquidity constraints, the Company has already replaced the LTIP 2022 with
a cash settled scheme from 2025 onwards and therefore only requires the optionality to issue shares for
a limited period to potentially settle obligations for the remaining years of the LTIP 2022.
The Company is requesting shareholder approval, by way of special resolution, to permit a Specific
Issue of up to a maximum of 65 000 000 shares, representing approximately 5% of the Company's
ordinary shares in issue, to settle its obligation to share scheme participants (a specific issue of shares
for cash in terms of the JSE Listings Requirements), which issues (insofar as approved by the board)
may occur in years 2026, 2027 and 2028.
Specific Issue shares may be issued in any, all or none of the years depending on the prevailing
conditions and performance of the Group at the time (including as it relates to the vesting of the
conditional share awards) and what would be in the Company's best interests. The remuneration
committee will determine, in each of the calendar years 2026, 2027 and 2028, whether it is in the
Company's best interests to purchase the Shares on market, to issue Shares, to settle the obligations in
cash or to utilise a combination of the available options.
Copies of the Circular are available on the Company's website at:
https://investors.alexforbes.com/shareholder-notices/.
Copies of the Circular may also be requested from the Chief Governance, Risk and Compliance Officer
(Company Secretary) by emailing wesselsc@alexforbes.com or from the Sponsor by emailing
sponsorteam@rmb.co.za.
2. Notice of General Meeting and salient dates and times
Notice is hereby given that the general meeting of shareholders of Alexforbes will be held through
electronic participation only at 10:00 on Tuesday, 17 March 2026 for the purpose of considering and, if
deemed fit, passing with or without modification, the resolutions required to be approved by
shareholders in order to authorise the Specific Issue as stated in the notice of general meeting
distributed to shareholders today, being Monday, 9 February 2026 (the General Meeting).
The salient dates and times relating to the General Meeting are as follows:
Issuer name Alexander Forbes Group Holdings
Limited
Type of instrument Ordinary shares
ISIN number ZAE000191516
JSE code AFH
Meeting type General Meeting
Meeting venue Electronic participation
Posting record date to determine which shareholders are Friday, 30 January 2026
eligible to receive the Circular and Notice of General Meeting
Last Practicable Date Friday, 30 January 2026
Distribution of the Circular to shareholders and Notice of Monday, 9 February 2026
General Meeting released on SENS on
Last day to trade in order to be eligible to attend, participate Tuesday, 3 March 2026
in and vote at the General Meeting (refer to note 3 below)
Record date for shareholders to be recorded in the Register Friday, 6 March 2026
in order to be eligible to attend, participate in and vote at the
General Meeting (Voting Record Date)
For administrative purposes (refer to note 5 below), form of Friday, 13 March 2026
proxy to be received by The Meeting Specialists (TMS)
preferably by 10:00 on
General Meeting to be held electronically only at 10:00 on Tuesday, 17 March 2026
Results of General Meeting released on SENS on Tuesday, 17 March 2026
Notes:
1. All of the dates and times are expected dates and times and are subject to change. Any such amendment will be released
on SENS.
2. Shareholders should note that, as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three business days after such trade. Therefore, persons who acquire shares after the
last day to trade in order to be eligible to vote at the General Meeting, namely, Tuesday, 3 March 2026, will not be able to
attend, participate or vote thereat.
3. No dematerialisation or rematerialisation of shares may take place between the commencement of business on
Wednesday, 4 March 2026 and the Voting Record Date, both days inclusive.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will remain valid
in respect of any such adjournment or postponement.
5. Any form of proxy not delivered to TMS by the date and time stipulated herein may be submitted electronically to TMS
(who will provide same to the chairman of the General Meeting) by no later than the commencement of the General
Meeting (or any adjournment or postponement thereof) before such Shareholder's voting rights are exercised at the
General Meeting (or any adjournment or postponement thereof).
6. All times given are local times in South Africa.
Shareholders wishing to participate in the virtual General Meeting should email TMS on
proxy@tmsmeetings.co.za, or alternatively contact them on 084 433 4836 / 081 711 4255 / 061 440
0654 as soon as possible, but ideally no later than 10:00 on Friday, 13 March 2026, to register for
access to the electronic communication platform (the Platform) for the purpose of enabling all of the
shareholders, who are present at the General Meeting to communicate concurrently with each other,
without an intermediary, and to participate reasonably effectively in the General Meeting and exercise
their voting rights at the General Meeting.
Notwithstanding the aforementioned, any shareholder who wishes to attend the General Meeting is
entitled to contact TMS at any time prior to the commencement of the General Meeting, in order to be
verified and provided with access to the Platform by TMS. TMS is obliged to validate this information
with your CSDP before providing you with the necessary means to access the voting platform.
Carina Wessels
Chief Governance, Risk and Compliance Officer (Company Secretary)
9 February 2026
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 09-02-2026 08:00:00
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