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Circular to shareholders regarding amendments to the MOI and notice of general meeting
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
Main Board – General Segment
("Finbond" or the "Company" or the "Group")
CIRCULAR TO SHAREHOLDERS REGARDING AMENDMENTS TO THE MOI AND NOTICE OF GENERAL
MEETING
1. DISTRIBUTION OF CIRCULAR TO SHAREHOLDERS
Shareholders are advised that a circular to Finbond shareholders regarding certain amendments to
the Company's Memorandum of Incorporation ("MOI") was distributed to shareholders on Friday 25
April 2025 ("the Circular"). The Circular is available on the Company's website www.finbond.com.
2. AMENDMENTS TO THE MOI
The Directors are proposing that:
• the Company creates 1,000,000,000 unlisted no par value, non-participating redeemable
cumulative preference shares ("Preference Shares");
• the Company amends its MOI as to enable the proposals contained in this Circular to be
implemented, including the changes required to align with the General Segment of the Main
Board of the JSE;
• in terms of the MOI, shareholders provide the requisite authority to the Board to issue the
Preference Shares, subject to the restrictions referred to in the Circular;
The purpose of the Circular is to furnish shareholders with information relating to the proposed
resolutions, in accordance with the MOI, and to convene the General Meeting at which Finbond
shareholders will be requested to approve the proposed resolutions contained in the Notice of
General Meeting attached to and forming part of the Circular.
3. RATIONALE FOR THE CREATION AND ISSUE OF THE PREFERENCE SHARES
Finbond is an investment holding company that specialises in the design and delivery of unique value
and solution-based savings, credit and insurance solutions tailored around depositor and borrower
requirements rather than institutionalised policies and practices.
In order to execute its strategic plan and to diversify its funding base, Finbond is seeking to raise term
capital through the issue of Preference Shares into the South African market. The funds will be
deployed for group requirements as necessary but will mainly be used for operating capital.
Finbond's status in the South African financial markets allows the Company to capitalise on the
positive market sentiment and appetite in South Africa and to raise funding at attractive funding rates.
The raising of funding through the issue of Preference Shares is non-dilutive for Ordinary Shareholders.
The funding would facilitate the diversification of Finbond's funding sources and to implement
Finbond's strategic plan. Over time this strategy should lead to an increase in the value of Finbond.
Aligned to Finbond's growth strategy, the proposed capital raising thus provides the following
benefits:
• access to term capital at attractive funding rates and terms;
• further strengthens the Company's existing capital base;
• potential to effectively lower the Company's cost of capital;
• potential to diversify Finbond's funder base; and
• no dilution to Ordinary Shareholders.
It is proposed that the capital raising will be implemented through the issuance of the Preference
Shares in terms of which up to a limited number of 1,000,000,000 (one billion) Preference Shares will
be issued.
The terms of the Preference Shares are set out in Annexure A of the Circular.
4. GENERAL SEGMENT OF THE JSE MAIN BOARD
It was announced on SENS on 16 October 2024 that the Company transferred to the General Segment
of the Main Board of the JSE.
The MOI currently contains certain limitations to the General Segment applications. The proposed
amendments to the MOI as detailed in the Circular are aimed at removing any limitations on the
Company from applying the above while the Company is listed on the General Segment.
5. NOTICE OF GENERAL MEETING
Included in the Circular to shareholders is a notice of general meeting ("General Meeting") of
shareholders to be held at the Company's registered office at Rigel Park, 446 Rigel Avenue,
Erasmusrand, Pretoria, 0181 on Monday, 26 May 2025 at 14:00, to transact the business as stated in
the notice of the General Meeting.
Electronic Participation
Should any Finbond shareholder wish to participate in the General Meeting by way of electronic
participation, that Finbond shareholder should make application in writing (including details as to how
the shareholder or its representative can be contacted) to so participate to JSE Investor Services (Pty)
Ltd ("Transfer Secretaries") at One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196 or PO
Box 4844, Johannesburg, 2000 or at meetfax@jseinvstorservices.co.za, to be received by the Transfer
Secretaries at least 5 (five) Business Days prior to the General Meeting in order for the Transfer
Secretaries to arrange for the Finbond Shareholder (and its representative) to provide reasonably
satisfactory identification to the Transfer Secretaries for the purposes of section 63(1) of the
Companies Act and for the Transfer Secretaries to provide the Finbond shareholder (or its
representative) with details as to how to access any electronic participation to be provided.
The Company reserves the right to elect not to provide for electronic participation at the General
Meeting in the event that it determines that it is not practical to do so. The costs of accessing any
means of electronic participation provided by the Company will be borne by the Finbond shareholder
so accessing the electronic participation. Finbond shareholders are advised that participation in the
General Meeting by way of electronic participation will not entitle a Finbond shareholder to vote.
Should a shareholder wish to vote at the General Meeting, he/she may do so by attending and voting
at the General Meeting either in person or by proxy.
6. SALIENT DATES
The salient dates and times relating to the MOI amendments are as follows:
Record date to determine which shareholders are entitled to receive Thursday, 17 April 2025
the Circular
Distribution of Circular Friday, 25 April 2025
Last day to trade to vote at the General Meeting Tuesday, 13 May 2025
Record date to vote at the General Meeting Friday, 16 May 2025
Last day for receipt of forms of proxy for the General Meeting by the Thursday, 22 May 2025
Transfer Secretaries before 14:00 on
General Meeting to be held at the registered office at 14:00 on Monday, 26 May 2025
Results of the general Meeting released on SENS by latest Wednesday, 28 May 2025
Notes:
1. The above dates and times are subject to change. Any material changes will be released on
SENS.
2. Any reference to time is a reference to South African time.
3. Forms of proxy for the General Meeting must be received by no later than the time for holding
the meeting, but preferably 5 (five) business day prior to the time of the General Meeting
(excluding Saturdays, Sundays and official public holidays in South Africa) by the Transfer
Secretaries, in order that the Transfer Secretaries may be able to timeously send the forms of
proxy on your behalf to the Registered Office.
4. If the General Meeting is adjourned or postponed, forms of proxy must be received by no later
than the time for holding the adjourned or postponed meeting, but preferably 5 (five) business
days prior to the time of the adjourned or postponed General Meeting (excluding Saturdays,
Sundays and official public holidays in South Africa) by the Transfer Secretaries, in order that
the Transfer Secretaries may be able to timeously send the proxy form on your behalf to the
Registered Office.
Pretoria
25 April 2025
Sponsor: African Bank Limited (Business and Commercial Banking Division)
Date: 25-04-2025 05:00:00
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