summarised annual · figures in r 30-jun-16 30-jun-15 cash flows from operating activities (1 733...

SUMMARISED ANNUAL FINANCIAL RESULTS

Registration number: 2007/033697/06Incorporated in the Republic of South Africa

for the year ended 30 June 2016

CORPORATE INFORMATIONRegistered Offices1262 Embankment Road Suite 401 Lougardia BiuldingCenturion 0157

P.O Box 11379Die Hoewes 10163

Tel: 012 942 0038Fax: 086 416 8457Email: [email protected]: www.seinvest.co.za

AuditorsNgubane & Co. Building 1Midrand Business Park563 Old Pretoria Main RoadMidrand 1685Tel: 011 254 0800Fax: 011 805 0168

Directors: MM Tshishonga (Chairman); M Maja; NT Sindane; SS Sibiya; MS Tsie; T Motlogeloa

Company Secretary: IKB Company Secretaries (Pty) Ltd501 Rooihuiskraal RoadKosmosdal Ext 13Centurion0157

TABLE OF CONTENTSDIRECTORS' REPORT....................................................... 2

CONSOLIDATED SUMMARISED STATEMENT OF FINANCIAL POSITION........................................................ 5 CONSOLIDATED SUMMARISED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME.............................................. 6

CONSOLIDATED SUMMARISED STATEMENT OF CHANGES IN EQUITY........................................................ 7

NOTES TO THE SUMMARISED RESULTS........................ 8

NOTICE OF SIXTH ANNUAL GENERAL MEETING..........13

FORM OF PROXY............................................................. 20

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CORPORATE INFORMATION

Directors' Report

As the chairman of the board, I am pleased to report that the company is financially sound as confirmed by our independent auditors. On behalf of the board, I am pleased to provide you as the shareholder of Selective Empowerment Investments 1 ("the Company") developments relating to the responsibilities of the directors. The directors are required by the Companies Act of South Africa, Act 71 of 2008, to maintain adequate account ing records and are responsible for the content and integrity of the companies and separate annual financial statements and related financials information included in this report.

It is their responsibility to ensure that the company and separate financial statements fairly represents, the state of affairs of the company as at the end of financial year end of operat ions and in conformity with the international financial reporting standards. The previous Annual General Meeting (AGM) for Selective Empowerment Investments 1 was held on the 31st of January 2014. There has not been any subsequent AGM due to the inability of the directors to present the shareholders with an up to date share register at the AGM meeting in line with the requirement of the Companies Act. The delay in updating share register was a reason, among others, which lead to the board's dismissal of the Chief Executive Officer (CEO) effective from 09 September 2016.

Effective from the 9th of September after the CEO's dismissal, I have assumed the role of acting CEO until the position is filled. The board will be undertaking a process of identifying a suitable candidate for the position of the CEO and will communicate his or her appointment once the process is complete. The board has recently made decisions which support the continuous functioning of the company. They

have drafted a temporary contract that will enable me to assume the role of Executive Chairman for this period which will also include a hand-over period to the new CEO. The board has identified key deliverables that will enable us to reach certain milestones. These include amongst other items, implementation of a new organisational structure over a short-term and long-term period, which will then be adopted by the new CEO and his/her Exco, a change in investment strategy and resourcing of key roles.

The Company's latest Annual Financial Statements, for the year ended 30 June 2016, have been compiled by Ngubane and Co.

Our independent auditors have raised a reportable irregularity in our Annual Financial Statements which related to our shareholder register as a result of a determining which register to use after taking into consideration that a prospectus was issued during the 2015/2016 financial year. The reason for the discrepancy was that we were not taking into account the 2015 prospectus and therefore had been keeping two separate share registers, one as at 31st May 2014 and one that included the new issued shares based on the 2015 prospectus. They stated that the share register they used incorporated both shares registers and that was also used to prepare the AFS. This irregularity was remedied by engagement with our auditors, service providers as well as a resolution being passed by the board that we use the 2015 share register. This decision nullifies the previous resolution of the previous board which resolved to use the 2014 share register for the AGM purposes. This decision enabled the auditors to complete the audit of the Annual Financial Statements in time for the AGM.

Because of the board was not properly

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constituted due to the removal and resignation of two Directors from the board duly constituted in line with our Memorandum of Incorporation ("MOI") and the Companies Act. The lack of a properly constituted board only allowed the directors in office to act only for the purpose of filling vacancies in their body in terms of section 68(3) or of summoning general meetings of the Company. As a result, the board was unable to establish the required statutory committees. Effective from the 17th August 2017, four additional non-executive directors have been co-opted and their appointment will be ratified by the shareholders at the AGM. The board now consists of six directors which include two executive directors and four non-executive directors who all have sufficient and appropriate qualifications experience to carry the Company forward from a strategic point of view. The statutory sub-committees to the board have now been established as follows:

Ÿ Audit and Risk CommitteeŸ Ethics and Social committeeŸ Investment committeeŸ Remuneration committee

The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the group and separate annual financial statements for subsidiaries. (However, any system of internal financial control can provide only reasonable, and not absolute assurance against material misstatement or loss.)

I thank you as a shareholder, for being patient, understanding and for your support during this challenging period. I believe that the trust placed in me, as the chairman of the board, by you is greatly appreciated and will be the greatest

enabler for me to discharge my duties to ensure future success of the Company. As the board, we will endeavor to create value for our shareholders and ultimately create a truly Broad-Based Empowerment company that will create a lasting legacy not only for you as shareholders but for future generations as well.

Let us ensure that the following years are filled with sustainable growth and ensure that we create value.

1. Review of activitiesSelective Empowerment Investments 1 Ltd is a Broad- Based, black owned and controlled, unlisted, public investment company which was established to provide shareholders with an opportunity to create wealth based on a variety of listed and unlisted investment instruments (equity and debt), collective investment schemes, BEE investments and money market investments through the acquisition of shares in the company.

The company's investment portfolio amounts to R148 million as at year end and recorded a net loss after tax for the reporting period was R 5 254 478 (profit 2015: R8 517 570)

2. Statement on going concernThe annual group financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realization of assets and settlement of l iabi l i t ies, contingent obl igat ions and commitments will occur in the ordinary course of business.

3. Post reporting date eventsThe directors are not aware of any matter or circumstance arising since the end of the

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financial year. The annual group and company financial statements were authorized for issue on 3 November 2013 by the board of directors. The board has the power to amend the financial statements after this date.

4. Authorised and issued share capitalThere were no changes in the authorized share capital of the group during the 12 months under review and the company has not issued any ordinary shares.

5. DividendsNo dividends have been declared.

6. Management agreementThe company has a management agreement with Pan-African Asset Management (Pty) Ltd to provide it with administrative and portfolio management services.

7. DirectorsThe directors of the company during the year and to the date of this report were:

· MM Tshishonga Executive Chairman· M Maja Executive director· NT Sindane Non-executive director· S Sibiya Non-executive director· S Tsie Non-executive director· T Motlogeloa Non-executive director

8. Company secretaryIndyebo Consulting (Pty) Ltd was replaced by IKB Company Secretaries (Pty) Ltd as Company Secretary.

9. Special resolutionsAt the annual general meeting of the company held on 24 January 2014 shareholders approved the following special resolutions authorizing the directors to:• Repurchase its own shares;

10. AuditorsNgubane & Co. Incorporated will continue in office in accordance with section 90 of the Companies Act 71 of 2008.

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5

Consolidated Summarised Statement of Financial Position

Consolidated Summarised Statement of Profit and Loss and Other Comprehensive Income

6

Consolidated Summarised Statement of Changes in Equity

Consolidated Summarised Statement of Cash flows

Statement of cash flows 12 months ended 12 months endedFigures in R 30-Jun-16 30-Jun-15Cash f low s f rom operating activ ities (1 733 495) 376 391Cash f low f rom investing activ ities 2 819 353 (12 101 526)Cash f low f rom f inancing activ ities 106 052 -Net cash f low for period 1 191 910 (12 477 917)Cash and cash equivalentsat beginningofperiod 10 515 965 22 993 882

Cash and cash equivalents at end of period 11 707 875 10 515 965

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Notes to the Summarised Results Basis of preparation and significant accounting policies The summarised audited financial results comprise a condensed statement of financial position at 30 June 2016, a condensed statement of comprehensive income, condensed statement of changes in equity and a condensed statement of cash flows for the year ended 30 June 2016. The audited financial results have been prepared in accordance with the framework concepts and t h e m e a s u r e m e n t a n d r e c o g n i t i o n requirements of International Financial Reporting Standards ("IFRS"), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, the presentation and disclosure requirements of IAS34 - Interim Financial reporting and the South African Companies Act 71 of 2008.

The accounting policies applied for the year are consistent with those of the prior year. The financial statements have been prepared on the historical cost basis, except in the case of financial instruments which are measured using fair value and amortised cost models.

Auditors Opinion The Annual Financial Statements of the group and company have been audited by Ngubane & Co. The Annual Financial Statements and the auditors' unqualified audit report in respect thereof are available for inspection at the company's registered office or can be downloaded from www.seinvest.co.za.

Portfolio Commentary SEI's latest financial year can be characterised into two contrasting and very different

investment climates. The first six months of SEI's financial year (01 July - 31 December '15) remained a challenging environment for emerging markets. The second half of the financial year (01 January - 30 June '16) brought about a search for yield, as most developed markets continuously struggled to make a return on capital invested, in a negative and low interest rate environment, resulting in a flow of investment funds to Emerging Markets. The first half of 2015 was volatile but positive as the All Share Index (ALSI) returned 4.09%. In a world that remained highly leveraged and with limited policy ammunition to offset any new downturn, markets would be sensitive to any shift in consensus.

The second half of 2015 saw ALSI returning to a negative 2.15%. Another catalyst that ignited the poor performance of the ALSI took place in late July 2015 when the Shanghai Stock Exchange Composite Index (Chinese stock market) experienced its worst decline since the 2008 financial crisis, losing 43% of its value over 2 months. Despite government interventions in the stock exchange, the Chinese equity market moved quickly into bear market territory. The Chinese government's move to devalue the Yuan after spending billions of dollars to hold its level against the dollar was further confirmation of a weakening economy. Manufacturing data indicated that conditions in China may be much worse than GDP numbers suggest. China's trading partners, especially those with strong economic ties to China and commodity driven economies (including South Africa) were worst hit with both their equity markets down and sharp devaluations in the currency markets.

I n D e c e m b e r 2 0 1 5 , t h e u n e x p e c t e d announcement to replace the experienced Minister of Finance, Mr Nene, with the relatively unknown Mr David Van Rooyen was met with dismay by the general public and business.

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Both the equity and bond markets sold off aggressively and the sell off was accompanied by a pronounced depreciation of the rand against many global currencies. This meaningful sell off of the currency and financial markets resul ted in an about-turn by government and Mr Pravin Gordhan was reappointed to the position of Minister of Finance. The ALSI retreated 2.15% from 30 June 2015 to 31 Dec 2015; whilst the rand depreciated by 27.03% against the dollar and the Gold price retreated by 9.56%. SEI 1 returned -0.17% over the comparable period. The dominant contributing factors to the SEI's portfolio outperformance of the ALSI were in the first 6 months of SEI's financial year were: 1) Asset allocation - Exposure to Global

markets a. Foord International feeder Fund, Allan

Gray Orbis Equity Feeder, Coronation Global Managed Fund

2) Rand hedge biases when selecting securitiesa. SABMiller, British American Tobacco

The portfolio maintained exposure to value offering resource counters as the industry scrapped dividends, cut jobs and sold new shares to preserve profitability and raise cash as the slump in raw material prices continued. In the second half of SEI 's financial year (31 Dec 2015 -30 June 2016) there was a reversal of risks with higher commodity prices, dovish comments from the Fed (pointing to less aggressive increasing interest rate hikes) and more economic stimulus from the central banks of China, Europe and Japan. In January 2016 the oil price sank to a 13-year low as it hit $27.83 a barrel. Since then, the oil price has recovered and ended 78.8% higher at $49.76 a barrel at SEI1's financial year end. The recovery in the oil price also fed into an overall upward commodity recovery. All of these factors contributed to a rebound in risk appetite, particularly for value offering emerging markets

assets with emerging markets outperforming their developed market counterparts. S&P ratings agency decided to keep South Africa's sovereign rating unchanged at BBB- but with a negative outlook. However, the Fitch downgrade of South Africa's sovereign currency rating from BBB (negative) to BBB- (stable) was well discounted as this move brought the rating in line with the S&P rating.Following the sharp depreciation of the rand in second half of 2015, the South African Reserve Bank aggressively raised lending rates by 75 basis points in a pre-emptive move to try to curb inflation. In June 2016, Britain's referendum on whether to leave or remain in the European Union (EU) and the subsequent surprise leave result dominated global market movements for the quarter. The outcome of the vote contributed to increased volatility in global markets as the long term impact on global growth is uncertain. This was the first time a country had elected to leave the European Union. After the Brexit outcome, safe haven assets such as the Yen continued to appreciate. The ALSI gained 3.01% from 31 December 2015 to 30 June 2016; comparably the rand appreciated by 4.92% against the dollar and the Gold price retreated by 24.61%. SEI 1 returned 2.01% over the comparable period where the top contributing factors to the portfolio were: 1) Exposure to defensive allocations a. Shoprite Holdings Limited, British American Tobacco 2) Exposure to commodities and resource shares a. BHP Biliton, Anglo American PLC, Exxaro Resources Limited, Glencore Xstrata PLC Exposure to Global markets detracted from performance as the rand appreciated and emerging markets outperformed their developed market counterparts.

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Sector allocation of financial assets

Basic Materials Consumer Goods Consumer Services

Telecommunications

Foreign Equity

Financials

Unit Trust

Health Care

Local CommoditiesTechnology

Money Market

Industrials

Cash

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Underlying holdings of financial assets

11

Investment Performance

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Financial ResultsThe Company's turnover for the current reporting period was R 5 419 482 (2015: R 5 334 354) and the net loss after tax for the reporting period was R 5 254 478 (profit 2015: R8 517 570). The Group's fair value gains on investments were R35,5 million for the year compared to R37.9 million in 2015. This resulted in a decrease in the company's net asset value per share from 113 cents per share in 2015 to 107 cents per share at 30 June 2016.

Corporate GovernanceThe Company is committed to maintaining the high standards of governance as embodied in the King III Report on Corporate Governance.

This summarised report has been reviewed by the Company's auditors, Ngubane & Co. Incorporated.

LitigationThe directors are not aware of any legal or arbi t rat ional proceedings, pending or threatened against the group, which may have or have had, in the 12 months preceding the date of this report, a material effect on the group's financial position.

Broad Based Black Economic EmpowermentAn excess of 90% of the shareholders of the company consists of previously disadvantaged individuals.

On behalf of the board.

MM Tshishonga Chairman

Centurion 27 November 2017

AuditorsNgubane & Co.

Registered Offices 1262 Embankment Road Suite 401 Lougardia BiuldingCenturion, 0157

Directors: MM Tshishonga (Chairman)M Maja NT SindaneSS SibiyaMS TsieT Motlogeloa

Company Secretary: IKB Company Secretaries (Pty) Ltd

Waiver of notice of sixth annual general meeting

T H E C O M PA N Y H E R E B Y G I V E S A SHORTER NOTICE IN TERMS OF SECTION 62 (2A) (A) AND (B) TO HOLD THE SIXTH A N N U A L G E N E R A L M E E T I N G O F S H A R E H O L D E R S O F S E L E C T I V E EMPOWERMENT INVESTMENTS 1 LIMITED (“THE COMPANY”) TO BE HELD AT CENTURION LAKE HOTEL, 1001 LENCHEN AVENUE NORTH, CENTURION, TSHWANE, SOUTH AFRICA

On 27 November 2017

Time: 10:00 Am

Record date: The record date in terms of sect ion 59 of the Companies Act for shareholders to be recorded in the register in order to be able to attend, participate and vote at the annual general meeting is 27 November 2017

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Company, such auditors having been nominated by the Company's audit committee in terms of section 94(7)(a) of the Companies Act, and to note Mr M Mathelemusa as the registered individual auditor who wil l undertake the audit of the Company for the ensuing year.

VotingIn order for this resolution to be adopted, the support of the majority of the total number of votes exercisable by shareholders, present in person or by proxy, is required.

1.2 Ordinary Resolution 2To receive and adopt the audited financial statements of the Company, including the report of the directors and the audit committee, and the external auditors, for the year ended 30 June 2016.


1.3 Ordinary Resolution 3To re-appoint Michael (“Mike”) Malisa Tshishonga as a director of the company.


1.4 Ordinary Resolution 4To re-appoint Moses (“Mos”) Maja as an executive director of the company.

VotingIn order for this resolution to be adopted, the

Shareholders are reminded that: -

• a shareholder entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend, participate in and vote at the meeting in the place of the shareholder, by making use of the proxy form attached to the notice;

• a proxy need not also be a shareholder of the Company; and

• in terms of sect ion 63(1) of the Companies Act 71 of 2008 as amended (“the Companies Act”) any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a proxy for a shareholder) has been reasonably verified.

The purpose of the meeting is to -

• present the directors' report and the audited annual financial statements of the Company for the year ended 30 June 2016;

• ratify the appointment of the new Non-Executive directors in terms of article 25.1.2;

• cons ider any mat ters ra ised by shareholders; and

• consider and if deemed fit to pass, with or without modification, the resolutions set out below:

1.1. Ordinary Resolution 1To reappo in t Ngubane & Co as the independent registered auditors of the

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support of the majority of the total number of votes exercisable by shareholders, present in person or by proxy, is required.

1.5 Ordinary Resolution 5To ratify the appointment of Tiro Motlogeloa as a non-executive director of the company.


1.6 Ordinary Resolution 6To ratify the appointment of Nonkululeko Teressa Sindane as a non-executive director of the company.


1.7 Ordinary Resolution 7To ratify the appointment of Sihle Sicelo Sibiya as a non-executive director of the company.


1.8 Ordinary Resolution 8To ratify the appointment of Mphikeleli Solly Tsie as a non-executive director of the company.

VotingIn order for this resolution to be adopted, the support of the majority of the total number of votes exercisable by shareholders, present in

person or by proxy, is required.

1.9 Ordinary Resolution 9To appoint the following directors as members of the Company's Audit and Risk Committee. · Mphikeleli Solly Tsie· Nonkululeko Teressa Sindane · Tiro Motlogeloa


1.10 Ordinary Resolution 10To appoint the following directors as members o f the Company 's Soc ia l and Eth ics Committee. · Nonkululeko Teressa Sindane · Sihle Sicelo Sibiya


1.11 Ordinary Resolution 11To place all the unissued ordinary shares of the Company under the control of the directors who are hereby authorised, subject to the provisions of the Companies Act, to allot and issue such shares in their discretion when and on such terms and conditions as they deem fit.


Shareholders are advised that section 41(3) of the Companies stipulates that if the voting power of the class of shares that are to be issued will be equal to or in excess of 30% of the voting power of all the shares of that class held by shareholders immediately before the issue of those shares, the approval of the shareholders by special resolution is required.

1.12 Special Resolution 1To confirm the remuneration of the existing non - executive directors for the financial year ended 30 June 2017, which has been set by the directors at 6% above the amount set out in the annual financial statements for the financial year ended 30 June 2014 and backdated from 24 January 2014 to 30 June 2017.

Reason and effectThe reason for this special resolution 1 is to obtain the approval of shareholders for director remuneration in terms of section 66(9) of the Companies Act, and the effect of this special resolution 1, if approved by the required majority, will be that the director's remuneration for the financial year ended 30 June 2017 has been approved.


1.13 Special Resolution 2To authorise the directors to facilitate the acquisition by the Company, from time to time, of the issued shares of the Company from any person whatsoever by means of a share buy-back, (including any director or prescribed officer of the Company or any person related to any director or prescribed officer of the Company) upon such terms and conditions and in such amounts as the directors of the

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Company may from time to time decide, but subject to the provisions of the Companies Act provided that:• the number of ordinary shares acquired in aggregate in any one financial year shall not exceed 5% (five percent) of the Company's issued ordinary share capital as at 30 June 2014;• this general approval shall lapse on the earlier of the date of the next Annual General Meeting of the Company or the date 15 (fifteen) months from the date of adoption of this special resolution;• any such general repurchase is subject to exchange control regulations and approval at that time;

Reason and effectThe reason for and effect of this special resolution 2 is to grant the Company a general authority to facilitate the acquisition of the Company's own shares, which general authority shall be valid until the earlier of the next Annual General Meeting of the Company or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the Company, provided that this general authority shall not extend beyond 15 (fifteen) months from the date of adoption of this special resolution.

Such general authority will provide the directors with flexibility to effect a repurchase of the Company's shares, should be in the interests of the Company to do so at any time while the general authority is in force. At present, the directors have no specific intention with regard to the utilisation of this authority, which will only be used if the circumstances are appropriate.

VotingIn order for this resolution to be adopted, the support of the majority of the total number of

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votes exercisable by shareholders, present in person or by proxy, is required.

1.14 Special Resolution 3To authorise the directors, in terms of and subject to the provisions of section 44 of the Companies Act, to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise to any person 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 purpose of any securities of the company or a related or inter-related.

Reason and effectThe reason for and effect of this special resolution 3 is to grant the directors of the Company the authority to cause the Company to provide financial assistance to any company or corporation which is related or inter-related to the Company. It does not authorise the provision of financial assistance to a director or prescribed officer of the Company.


1.15 Special Resolution 4To authorise the directors, in terms of and subject to the provisions of section 45 of the Companies Act, to provide direct or indirect financial assistance to a director or prescribed officer of the company or of a related or inter-related company, or to a related or inter-related company or corporation, or to a member of a related or inter- related corporation, or to a person related to any such company, corporation, director, prescribed officer or member, and that this authority shall endure for

two years from the date of passing.

Reason and effectThe reason for and effect of this special resolution 4 is to grant the directors of the Company the authority to cause the Company to provide financial assistance to director, prescribed officer, company or corporation which is related or inter-related to the Company.

VotingIn order for this resolution to be adopted, the support of a vote by way of majority it is required that cast by shareholders present or represented by proxy.

1.16 Special Resolution 5To authorise the board to review, amend and make changes to the Company's Memorandum of Incorporation (MOI).

Reason and effectThe reason for and effect of this special resolution 5 is to grant the directors of the Company the authority to effect changes to the MOI to suit the Company direction and strategy based on Section 42 of the Company's MOI.


1.17 Special Resolution 6To confirm the appointment of the current Non-Executive Chairman as Executive Chairman for a period of not more than 6 months.

Reason and effectThe appointment of the Non-Executive Chairman in an Executive Chairman role was necessitated by the dismissal of the previous Chief Executive Officer (CEO).

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In order for this resolution to be adopted, the support of the majority of the total number of votes exercisable by shareholders, present in person or by proxy, is required.

1.20 Special Resolution 9To migra te or incorpora te Se lec t ive Empowerment Investments 2 (SEI 2) into Selective Empowerment Investments 1 (SEI 1)

Reason and effectThe reason for and effect of this special resolution 9 is to migrate SEI 2 into SEI 1 as there is not much activity in SEI 2. The management and operations function of SEI 2 is carried out by SEI 1 management.


2. To TransactTo transact such other business as may be transacted at an annual general meeting.

3. Proxies and Voting

ProxiesA shareholder of the company entitled to attend, speak, and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend, speak and on a poll vote in his/her stead. The proxy need not be a shareholder of the company. A form of proxy is attached for the convenience of any certificated shareholder and own name registered dematerialised shareholder who cannot attend the annual general meeting, but who wishes to be represented.

Additional forms of proxy may also be obtained on request from the company's registered


1.18 Special Resolution 7To approve the payment of remuneration by the company to its Non-Executive directors for the period from 1 July 2017 to 30 June 2018. The proposed fee will be market related for both the chairman and non-executive members

Reason and effectThe reason for this special resolution 7 is to obtain the approval of shareholders for director remuneration in terms of section 66(9) of the Companies Act, and the effect of this special resolution 1, if approved by the required majority, will be that the director's remuneration for the financial year ended 30 June 2017 has been approved.


1.19 Special Resolution 8To authorise the board to review, amend and make changes to the Company's Investment Strategy and Mandate.

Reason and effectThe reason for and effect of this special resolution 8 is to grant the board and the directors of the Company the authority to make amendments to the Company's Investment Strategy and Mandate to suit the Company and its shareholders.

Voting

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office. The completed forms of proxy must be deposited at, posted or faxed to the registered office of the company or the transfer secretaries at the address set out on the inside of the back cover, to be received by no later than 10:00 on 23 November 2017. Any member who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting should the member subsequently decide to do so.

VotingOn a show of hands, every shareholder of the company presents in person or by proxy shall have 1 (one) vote only, irrespective of the number of shares he holds or represents, provided that a proxy shall, irrespective of the number of members he represents have only 1 (one) vote. On a poll, every shareholder of the company who is present in person or represented by proxy, shall have one vote for every share held in the company by such shareholder.

Salient datesR e c o r d d a t e f o r d e t e r m i n i n g t h o s e shareholders entitled to vote at the annual 13 N o v e m b e r 2 0 1 7 g e n e r a l m e e t i n g

By order of the BoardCompany Secretary

Registered Address: 1262 Embankment Road401 Lougardia BuildingCenturion0157 South AfricaPO Box 11379 Die Hoewes 10163 South Africa

Company Secretary: IKB Company Secretaries (Pty) Ltd501 Kosmosdal Ext 13Centurion0157South Africa

FORM OF PROXY SELECTIVE EMPOWERMENT INVESTMENTS 1 LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2007/033697/06)

(“the Company”)

To be completed by shareholders for use at the annual general meeting of the shareholders of the company to be held at CENTURION LAKE HOTEL, 1001 LENCHEN AVENUE NORTH,

CENTURION,

TSHWANE, SOUTH AFRICA on Monday, 27

November 2017 at 10:00 am and at any adjournment

thereof. Each shareholder is entitled to appoint one or more proxies (who need not be a member of the Company) to attend, speak, and on a poll, vote in place of that shareholder at the annual general meeting.

I/We (block letters)_________________________________________________________________________

of

address ______________________________________________________________

(telephone (work)_______________________ telephone(home)_________________________)

being the holder(s)of________________________ shares in the Company

Hereby appoint ________________________________or failing him/her,_____________________ or failing

him/ her,___________________________, or failing him/her the chairman of the general meeting as my/our

proxy to act on my/our behalf at the annual general meeting of the shareholders of the Company to be held on

No.

Resolutions

For

Against Abstain

1.

Ordinary Resolution 1 -

To reappoint Ngubane & Co as the independent registered auditors of the Company, such auditors having been nominated by the Company’s audit committee in terms of section 94(7)(a) of the Companies Act, and to not as the registered individual auditor who will undertake the audit

of the Company for the ensuing year.

2.

Ordinary Resolution 2

-

To receive and adopt the audited financial statements of the Company, including the report of the directors and the audit committee, and the external auditors, for the year

ended 30 June 2016.

3. Ordinary Resolution 3 - To re-appoint Michael (“Mike”) Malisa Tshishonga as anexecutive director of the company.

4. Ordinary Resolution 4 - To re-appoint Moses (“Mos”) Maja as an executivedirector of the company.

5. Ordinary Resolution 5 - To ratify the appointment of Tiro Motlogeloa as a non-executive director of the company with effect from 1 December 2017.

6. Ordinary Resolution 6 - To ratify the appointment of Nonkululeko Teressa Sindane as a non-executive director of the company

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Monday, 27 November 2017 and at each adjournment thereof and, on a poll, to vote for or against the resolutions or to abstain from voting in respect of the shares registered in my/our name/s, in accordance with the following instructions (see note 2):

I, the undersign being a shareholder in the Company give consent and agree to waive the minimum requirement notice of the Sixth Annual General Meeting of the Company to be held as indicated on this notice. I do further consent and agree that all business may be transacted at the meeting as any shareholders present. Any business transacted at the meeting, shall be valid and legal and of the same force and effect as if the meeting were held after a minimum required notice was given.

Signed at _____________________________________________________on _____________________2017

Signature(s)_________________________________________________________________________

Capacity ___________________________________________________________________________

13. Special Resolution 2 - To authorise the directors to facilitate the acquisition by the Company, from time to time, of the issued shares of the Company from any person whatsoever by means of a share buy-back

14.

Special Resolution 3 -

To authorise the directors, in terms of and subject to the provisions of section 44 of the Companies Act, to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise to any person 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 purpose of any securities of the company or a related or inter-related.

15.


To authorise the directors, in terms of and subject to the provisions of section 45 of the Companies Act,

to provide direct or indirect

financial assistance to a director or prescribed officer of the company or of a related or inter-related company, or to a related or inter-related company or corporation, or to a member of a related or inter-

related corporation, or to a

person related to any such company, corporation, director, prescribed officer or member, and that this authority shall endure for two years from the date of passing.

16.


To authorise the board to review, amend and make changes to the Company’s Memorandum of Incorporation (MOI)

17.


To confirm the appointment of the current Non-Executive Chairman as Executive Chairman for a period of not more than 6 months.

18.

19


To authorise the board to review, amend and make changes to the Company’s Investment Strategy and Mandate.

20


To migrate or incorporate Selective Empowerment Investments 2 (SEI 2) into Selective Empowerment Investments 1 (SEI 1)

7.

Ordinary Resolution 7

-

To ratify the appointment of Sihle Sicelo Sibiya as a non-executive director of the company.

8. Ordinary Resolution 8 - To ratify the appointment of Mphikeleli Solly Tsie as a non-exectuive director of the company.

9. Ordinary Resolution 9 - To appoint the following directors as members of the Company’s Audit and Risk Committee. Mphikeleli Solly Tsie, Nonkululeko Teressa Sindane and Tiro Motlogeloa

10. Ordinary Resolution 10 - To appoint the following directors as members of the Company’s Social and Ethics Committee. Nonkululeko Teressa Sindane and Sihle Sicelo Sibiya

11. Ordinary Resolution 11 - To place all the unissued ordinary shares of the Company under the control of the directors who are hereby authorised, subject to the provisions of the Companies Act, to allot and issue such shares in their discretion when and on such terms and conditions as they deem fit.

12. Special Resolution 1 - To confirm the remuneration of the existing non -executive directors for the financial year ended 30 June 2017, which has been set by the directors at 6% above the amount set out in the annual financial statements for the financial year ended 30 June 2014 and backdated from 24January 2014 to 30 June 2017

21

Special Resolution 7 - To approve the payment of remuneration by the company to its Non-Executive directors for the period from 1 July 2017 to 30 June 2018. The proposed fee will be market related for both the chairman and non-executive members

22

Please read the notes below.

Notes to form of proxy

1 A member entitled to attend and vote at the general meeting may appoint a proxy to attend, speak and, on a poll, vote in his capacity. A proxy need not be a member of the Company. Proxy forms should be forwarded to reach the Company’s registered office at least 48 hours before the general meeting excluding Saturdays, Sundays and Public Holidays. The appointment of a proxy will not preclude a member from attending the general meeting.

2 A shareholder may insert the name or names of two alternative proxies of his/her choice in the space provided, with or without deleting “the chairman of the meeting”. The person whose name appears first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. Any such proxy, who need not be a shareholder of the company, is entitled to attend, speak and vote on behalf of the shareholder.

3 A proxy is entitled to one vote on a show of hands and, on a poll, one vote for each share held. A shareholder’s instructions to the proxy must be indicated in the appropriate spaces.

4 If a shareholder does not indicate on this instrument that the proxy is to vote in favour of or against any resolution or to abstain from voting or gives contradictory instructions, or should any further resolution/s or any amendment/s which may be properly put before the annual general meeting be proposed, the proxy shall be entitled to vote as he thinks fit. Forms of proxy must be lodged at, posted to or faxed to the registered office of the company at 1262 Embankment Road 401

Lougardia Building, Centurion 0157 (PO Box 11379, Die Hoewes 1, 0163) to reach the company by no later than 10:00 on

Wednesday, 22 November 2017.

5 Documentary evidence establishing the authority of the person signing the proxy in a representative capacity must be attached

to this form of proxy unless previously recorded by the company’s transfer secretaries or waived by the chairperson of the

annual general meeting.

6 The completion and lodging of this form of proxy does not preclude the relevant shareholder from attending the annual general meeting and speaking and voting in person to the exclusion of any proxy appointed in terms of this proxy form.

7 Any alteration or correction made to this form of proxy must be initialled by the signatory/ies. 8 The chairman of the meeting may accept or reject any form of proxy, which is completed and/or received other than in

accordance with these notes, provided that he shall not accept a proxy unless he is satisfied as to the manner in which a

member wishes to vote.

Summary of the rights established in terms of section 58 of the Act as required by section 58(8)(b) For purposes of this summary, “shareholder” shall have the meaning ascribed thereto in the Act.

1. At any time, a shareholder of a company is entitled to appoint any individual, including an individual who is not a shareholder of

that company, as a proxy, to participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder, or g ive or withhold written consent on behalf of such shareholder in relation to a decision contemplated in section 60 of the Act.

2. A proxy appointment must be in writing, dated and signed by the relevant shareholder, and such proxy appointment remains valid for one year after the date upon which the proxy was signed, or any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c) of the Act or expires earlier as contemplated in section 58(8)(d) of the Act.

3. Except to the extent that the Memorandum of Incorporation of a company provides otherwise: 3.1. a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint more

than one proxy to exercise voting rights attached to different securities held by such shareholder; 3.2. a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in

the instrument appointing the proxy; and 3.3. a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the

relevant company, before the proxy exercises any rights of the shareholder at a shareholders meeting.

4. Irrespective of the form of instrument used to appoint a proxy, the appointment of the proxy is suspen ded at any time and to the extent that the shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company.

5. Unless the proxy appointment expressly states otherwise, the appointment of a proxy is revocable. If the appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the company.

6. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the relevant shareholder as of the later of the date: (a) stated in the revocation instrument, if any; or (b) upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Act.

7. If the instrument appointing a proxy or proxies has been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Act or the relevant company’s Memorandum of Incorporation to be deliver ed by such company to the shareholder, must be delivered by such company to the shareholder, or to the proxy or proxies, if the shareholder has directed the relevant company to do so in writing and paid any reasonable fee charged by the company for doing so

8. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the Memorandum of Incorporation, or the instrument appointing the proxy provides otherwise.

9. If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy: 9.1. such invitation must be sent to every shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised; 9.2. the invitation, or form of instrument supplied by the relevant company, must: (a) bear a reasonably prominent summary of

the rights established in section 58 of the Act; (b) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by such shareholder; and (c) provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour or against the applicable resolution/s to be put at the relevant meeting, or is to abstain from voting;

9.3. the company must not require that the proxy appointment be made irrevocable; and 9.4. the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless

revoked as contemplated in section 58(5) of the Act. Registered Office: Suite 401 Lougardia Building PO Box 11379 1262 Embankment Road Die Hoewes 1 Centurion 0163 0157

Tel: 012 942 0038Fax: 086 416 8457Email: [email protected]: www.seinvest.co.za

summarised annual · figures in r 30-jun-16 30-jun-15 cash flows from operating activities (1 733...

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