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Amendments to the MOI approval of non-executive remuneration and circular to shareholders
Collins Property Group Limited
(Registration number: 1970/009054/06)
Incorporated in the Republic of South Africa
JSE Share code: CPP ISIN: ZAE000152658
(Approved as a REIT by the JSE)
("Collins" or "the Company")
AMENDMENTS TO THE MOI, APPROVAL OF NON-EXECUTIVE REMUNERATION AND CIRCULAR
TO SHAREHOLDERS
1. Introduction
Shareholders are advised that the board of directors of the Company (the "Board") proposes, subject
to shareholders' approval, an amendment to the memorandum of incorporation ("MOI") and is seeking
shareholder approval for the non-executive directors' remuneration.
2. Rationale for the amendment to the MOI
The N Shares are non-participating preference shares and are not convertible into shares of any other
class, are not entitled to participate in any profits of the Company and no dividends may be declared
or paid in respect of them.
The holder of the N Shares is entitled to be present at any meeting of the Company and is entitled on
a poll to one vote in respect of every share held. The N Shares are redeemable in relation to the extent
which the shareholder disposes of his interest in ordinary shares in the company. All issued preference
shares are fully redeemable should the shareholder's interest in ordinary shares become less than
10%, calculated with reference to the number of ordinary shares in issue when the N shares were first
issued. These N shares are not listed on any stock exchange.
The Christo Wiese Family Trust (whereof Dr Christo Wiese is the founder, trustee and beneficiary), is
the ultimate beneficial owner of the Titan group of companies (the "Titan Group"), including Titan
Global Investments (Proprietary) Limited which is the beneficial and registered holder of the N shares.
The Titan Group wishes to be able to restructure the holding of the N shares within the same ultimate
control structure, which will involve transferring the N Shares to Titan Fincap Solutions (RF) (Pty) Ltd,
another wholly owned subsidiary of the Titan Group. The proposed amendment to the MOI is to enable
the transfer of the N Shares from Titan Global Investments (Proprietary) Limited to Titan Fincap
Solutions (RF) (Pty) Ltd (both of which are (and will for the foreseeable future be) wholly owned
subsidiaries of the Titan Group).
3. Approval of non-executive directors' remuneration
In terms of section 66(8) and (9) of the Companies Act, non-executive directors' fees for their services to
the Company, must be approved by way of a special resolution passed by Shareholders within the
previous two years. Accordingly, the Company proposes Special Resolution Number 2 contained in the
Notice of General Meeting to approve the payment of and the basis for calculating the proposed
remuneration payable by the Company to its non-executive directors for the period ending 28 February
2025.
4. Distribution of circular
The Board has resolved that the resolutions relating to the amendments to the MOI and non-executive
directors' remuneration be approved by shareholders by written consent, in terms of section 60 of the
Companies Act, No 71 of 2008. As such, shareholders are entitled to exercise their voting rights in
relation to the resolutions within 20 business days after the resolutions have been dispatched to them.
A circular providing shareholders with relevant information relating to the amendments to the MOI and
non-executive directors' remuneration, together with the written resolutions to give effect thereto (the
"Resolutions") as well as a form of written consent (the "Circular") has been distributed to
shareholders today.
Copies of the Circular may be obtained from the registered office of the Company during office hours
on business days from 12 May 2025, at the address set out in the "Corporate Information" section of
the Circular. A copy of the Circular will also be available on Collins' website
https://collinsgroup.co.za/circulars-2025.
3. Salient dates and times
The salient dates and times of the increase in authorised share capital and amendments to the MOI
are as follows:
2025
Record date to determine which Shareholders are eligible to receive this Friday, 2 May
Circular and vote on the Resolutions
Circular distributed to Shareholders and announced on SENS Monday, 12 May
Deemed date of delivery (at least 7 calendar days from distribution of the Monday, 19 May
Circular)
Voting period opens Monday, 19 May
Last day for voting (20 business days from voting period opening) Tuesday, 17 June
Results of voting released on SENS Wednesday, 18 June
Special Resolutions to approve the amendment to the MOI lodged with Thursday, 19 June
CIPC for registratio
Expected date of CIPC registration of Special Resolution to approve the Friday, 4 July
amendment to the MOI
Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any
such amendment will be released on SENS.
Cape Town
12 May 2025
JSE Sponsor to Collins
Questco Corporate Advisory Proprietary Limited
Date: 12-05-2025 04:15:00
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