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NOTICE OF ANNUAL GENERAL MEETING

CONTINUED

264

BLUE LABEL INTEGRATED ANNUAL REPORT 2014

related to any such company, corporation or member, in the event that the financial assistance is provided for the

purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the

Company or a related or inter-related company, or for the purchase of any securities of the Company or a related

or inter-related company.

Both sections 44 and 45 of the Act provide, inter alia, that the particular financial assistance may only be provided:

•

•

pursuant to a special resolution of shareholders, adopted within the previous 2 (two) years, which approved such

assistance either for the specific recipient, or generally for a category of potential recipients, and the specific

recipient falls within that category; and

•

•

the Board is satisfied that

– immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test

(as contemplated in the Act); and

– the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.

Electronic participation at the AGM

(a) Shareholders wishing to participate electronically in the AGM are required to:

(i)

deliver written notice to the Company at 75 Grayston Drive, corner Benmore Road, Morningside

Extension 5, 2196 (marked for the attention of the Group Company Secretary) that they wish to

participate via electronic communication at the AGM; or

(ii)

register on the Company’s website at

www.bluelabeltelecoms.co.za

, where a link to the registration

page will be placed, by no later than 10:00 on Wednesday, 26 November 2014 (electronic notice).

(b) In order for the electronic notice to be valid it must contain:

(i)

if the Blue Label shareholder is an individual, a certified copy of his/her identity document and/or driving

licence and/or passport;

(ii)

if the Blue Label shareholder is not an individual, a certified copy of a resolution or letter of

representation by the relevant entity and a certified copy of the identity documents and/or passports of

the persons who passed the relevant resolution or signed the relevant letter of representation. The letter

of representation or resolution must set out from whom the relevant entity is authorised to represent

the entity at the AGM via electronic communication;

(iii) a valid e-mail address and/or facsimile number (contact address/number); and

(iv) if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to

vote via electronic communication. By no later than 24 (twenty-four) hours before the AGM the

Company shall use its reasonable endeavours to notify a shareholder at its contact address/number who

has delivered a valid electronic notice, of the relevant details through which the shareholder can

participate via electronic communication.

(c)

Should a shareholder wish to participate in the AGM by way of electronic communication as aforesaid, the

shareholder, or his/her/its proxy/ies, will be required to dial in on the date and commencement time of the

AGM. The dial-in facility will be linked to the venue at which the AGM will take place. The dial-in facility will

enable all persons to participate electronically in the AGM in this manner (and as contemplated in section 63(2)

of the Act) and to communicate concurrently with each other without an intermediary, and to participate

reasonably effectively in the AGM. The costs borne by the shareholder or his/her/its proxy/ies in relation to the

dial-in facility will be for his/her/its own account.