Cig circular cover nh.indd

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretations commencing on page 8 apply throughout this circular, including this cover page.
If you are in any doubt as to the action you should take, please consult your CSDP, broker, banker, legal advisor, accountant or other professional advisor.
Action required
If you have disposed of all your shares in CIG, then this document should be handed to the purchaser of such shares or to the CSDP, broker, banker or other agent through whom the disposal was effected.
Beneficial shareholders who have already dematerialised their shares through a CSDP or broker who wish to attend the general meeting must request their CSDP or broker to provide them with the necessary Letter of Representation to attend the general meeting or must instruct their CSDP or broker to vote on their behalf in terms of their respective agreements with their CSDP or broker.
Shareholders are referred to page 2 of the circular, which sets out the detailed action required by certificated shareholders and dematerialised shareholders in regard to the consolidation and the increase in authorised share capital further details of which are set out in this circular.
CIG does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of any
holder of dematerialised shares to notify such shareholder of the consolidation and the increase in the authorised
share capital set out in this circular.
CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa) (“CIG” or “the company”)
CIRCULAR TO CIG SHAREHOLDERS
relating to:
• a consolidation of share capital on a 10 to 1 basis; and
• an increase in the authorised share capital of CIG; and
• notice convening a general meeting of CIG shareholders;
• form of proxy for CIG shareholders to vote at the general meeting of CIG shareholders
(for use by certificated shareholders and dematerialised shareholders with “own name”
registration only); and
• a form of surrender of documents of title for use by certificated shareholders only.
Corporate advisor, legal advisor and sponsor
CORPORATE INFORMATION
Company secretary
Transfer secretaries
Computershare Investor Services (Proprietary) Limited Johannesburg, 2001(PO Box 61051, Marshalltown, 2107) Corporate advisor and legal advisor
Java Capital Trustees and Sponsors (Proprietary) Limited Registered office of the company
Place and date of incorporation
Incorporated in the Republic of South Africa Sandton, 2196(PO Box 651455, Benmore, 2010) TABLE OF CONTENTS
Corporate information
Action required by CIG shareholders
Important dates and times
Definitions and interpretations
Circular to CIG shareholders
1. Consolidation of the share capital and increase in the authorised share capital 4. Directors’ responsibility statement Annexure 1 Table of entitlement
Notice of general meeting of CIG shareholders 11
Form of proxy – the general meeting of CIG shareholders
Attached
Form of surrender
Attached
ACTION REQUIRED BY CIG SHAREHOLDERS
The definitions and interpretations commencing on page 4 of this circular apply mutatis mutandis to this circular.
THE GENERAL MEETING
The consolidation and the increase in the authorised share capital is subject to, inter alia, CIG shareholders passing the requisite resolutions at the general meeting to be held at 11h00 on Friday, 15 April 2011, or immediately after the annual general meeting, at the registered offices of the company (6A Sandown Valley Crescent, Sandown, Sandton, 2196).
A notice convening the general meeting is attached to and forms part of this circular.
If you have disposed of your CIG shares, please forward this document to the purchaser of such shares or to the broker or agent through whom the disposal was effected.
FORM OF PROXY
Certificated and dematerialised “own-name” shareholders
Certificated shareholders and dematerialised shareholders who have elected “own-name” registration in the sub-register of CIG maintained by a CSDP, who are unable to attend the general meeting but who wish to be represented thereat, are requested to complete and return the relevant attached form of proxy in accordance with the instructions contained therein. The duly completed form of proxy must be received by the transfer secretaries by no later than 11h00 on Wednesday, 13 April 2011.
Other dematerialised shareholders
Dematerialised shareholders who have not elected “own-name” registration in the sub-register of CIG, maintained by a CSDP, and who wish to attend the general meeting, must instruct their CSDP or broker timeously in order that such CSDP or broker may issue them with the necessary letter of representation or equivalent authority to attend.
Dematerialised shareholders who have not elected “own-name” registration in the sub-register of CIG maintained by a CSDP, and who do not wish to attend the general meeting, but who wish to be represented thereat must provide their CSDP or broker with their instructions for attendance or voting at the general meeting in the manner stipulated in the agreement between the shareholder concerned and the CSDP or broker governing the relationship between such shareholder and his CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.
CIG does not accept responsibility and will not be held liable for any failure on the part of the CSDP or broker of a dematerialised shareholder to notify such shareholder of the general meeting or any business to be conducted thereat.
FORM OF SURRENDER
Dematerialised shareholders
The following does not apply to dematerialised shareholders. The accounts of such shareholders at their CSDP or broker will be automatically updated.
Certificated shareholders
In order that certificated shareholders may receive new share certificates reflecting the effect of the consolidation, they are requested to surrender their share certificates or other documents of title to the transfer secretaries. A form of surrender which is enclosed with this circular must be sent with the relevant documents of title.
Replacement share certificates will be posted by registered post at the risk of the addressee on or about Monday, 23 May 2011 in respect of documents of title received on or before 12h00 on Friday, 20 May 2011 or within five business days of receipt of the relevant documents of title if received after 12h00 on Friday, 20 May 2011.
Additional copies of the form of surrender are available on request from the transfer secretaries.
IMPORTANT DATES AND TIMES
Circular and n otice of general meeting posted to shareholders on Forms of proxy for the general meeting to be received by 11h00 on Results of the general meeting released on SENS on Special resolutions submitted to CIPRO on Special resolutions registered by CIPRO by no later than Publication of finalisation announcement on SENS on Last day to trade in existing shares on the JSE prior to the consolidation Trading in consolidated shares under the new ISIN: ZAE00015388 commences on Record date for the consolidation and the increase in the authorised share capital at the close of business on Dematerialised shareholders will have their accounts at their CSDP or broker updated on Date of issue of new replacement share certificates, provided that the old share certificates have been lodged by 12h00 of Friday, 20 May 2011, on or about (share certificates received after this time will be posted within 5 business days of receipt) 1. The above dates and times are local times in South Africa and are subject to change. Any changes will be released on SENS.
2. No dematerialisation or rematerialisation of the ‘old’ CIG shares may take place after Friday, 13 May 2011.
DEFINITIONS AND INTERPRETATIONS
In this circular and annexures thereto, unless inconsistent with the context, an expression which denotes a gender includes the  other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa, and  the expressions set out in the first column bear the meanings assigned to them in the second column: “the 1973 Companies Act”
the Companies Act, 1973 (Act 61 of 1973), as amended; “the 2008 Companies Act”
the Companies Act, 2008 (Act 71 of 2008), as amended and which Act is  scheduled to become operative (and substitute the 1973 Companies Act) on 1 April 2011; “the Act”
the 1973 Companies Act or the 2008 Companies Act, whichever Act is operative on the date of the general meeting; “annual general meeting”
the annual general meeting of the company to be held at 10h00 on Friday, 15  April 2011 at the registered offices of the company, 6A Sandown Valley Crescent, Sandown, Sandton, 2196; “board” or “directors”
“business day”
any day other than a Saturday, Sunday or an official public holiday in South Africa; “certificated shareholders”
shareholders who hold certificated shares; “certificated shares”
CIG shares which are evidenced by physical documents of title which have not yet been surrendered for dematerialisation in terms of Strate; “CIG” or “the company”
Consolidated Infrastructure Group Limited (Registration number 2007/004935/06), a public company duly incorporated in South Africa and listed on the JSE; “CIG share” or “share”
an ordinary share in the share capital of the company with a par value of R0.00001; “CIG shareholders” or “the shareholders” the registered holders of CIG shares;
“CIPRO”
the Companies and Intellectual Property Office; “the/this circular”
all the documents contained in this bound document including the notice of the general meeting, the form of proxy and the form of surrender; “common monetary area”
collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; “consolidated shares”
ordinary shares with a par value of R0.0001 each in the share capital of CIG after the consolidation; “the consolidation”
the consolidation of the authorised and issued share capital of the company on a 10  to 1 basis, which consolidation will become effective on Monday, 16  May  2011; “CSDP”
a Central Securities Depository Participant appointed by a shareholder for purposes of, and in regard to, dematerialisation and to hold and administer securities or an interest in securities on behalf of a shareholder; “dematerialisation”
the process whereby certificated shares are converted to an electronic form as   uncertificated shares and recorded in the sub-register of shares maintained by  a CSDP; “dematerialised shareholders”
shareholders who hold dematerialised shares; “dematerialised shares”
CIG shares which have been incorporated into the Strate system, title to which is no longer represented by physical documents of title; “documents of title”
share certificates and/or certified transfer deeds and/or balance receipts or any other documents of title in respect of CIG shares; “Exchange Control Regulations”
the Exchange Control Regulations of South Africa issued under the Currency and  Exchange Act, 1933 (Act 9 of 1933), as amended; “form of surrender”
form of surrender for use by certificated shareholders in order for such shareholders to exchange their existing documents of title for new documents of  title reflecting the consolidation; “general meeting”
the general meeting of the shareholders of CIG convened in terms of the notice of general meeting accompany this circular, to be held at 11h00 on Friday, 15 April 2011 or immediately after the annual general meeting, at the registered offices of  the company 6A Sandown Valley Crescent, Sandown, Sandton, 2196; “increase in the authorised
subject to the passing and registration of Special Resolution 1 set out in the share capital”
notice of general meeting, the proposed increase in the authorised share capital of CIG from R13 000 comprising 130 000 000 shares of R0.0001 each to R15 000 comprising 150 000 000 shares of R0.0001 each, further details of which are set  out in paragraph 1.5 of the circular; “JSE”
the JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in South Africa and licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004), as amended; “last practicable date”
8 March 2011, being the last practicable date prior to the finalisation of this circular; “Listings Requirements”
the JSE Listings Requirements, as amended from time to time; “record date”
Friday, 20 May 2011, the date on which all shareholders whose shares are recorded in the share register of CIG at the close of business, will be subject to  the consolidation; “SENS”
the Securities Exchange News Service, being the news service operated by  the  JSE; “Strate”
Strate Limited (Registration number 1998/022242/06), a public company duly incorporated in South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system on the JSE; and “transfer secretaries” or
Computershare Investor Services (Proprietary) Limited (Registration number “Computershare”
2004/003647/07), a limited liability private company duly incorporated in  South Africa.
CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa) (“CIG” or “the company”)
Directors of the company
Executive directors
Independent non-executive directors
Raoul Gamsu (Chief Executive Officer) Peter Ivor Klitzner (Financial Director) Alex Non-executive directors
Frank BonerAndrea GeisserNathan MintahPanos Voutyritsas CIRCULAR TO CIG SHAREHOLDERS
1. CONSOLIDATION OF THE SHARE CAPITAL AND INCREASE IN THE AUTHORISED SHARE CAPITAL
1.1 Introduction
It is proposed that, subject to the passing of the requisite special resolutions at the general meeting and the registration of the special resolutions by CIPRO, CIG will: 1.1. 1 consolidate its share capital on a 10 to 1 basis. A table of entitlement has been included in this section of 1.1. 2 increase its authorised share capital.
1.2 Consolidation of share capital
The current par value of each share is currently R0.00001. The par value of each consolidated share will become R0.0001 as a result of the consolidation.
1.3 Condition precedent
The implementation of the consolidation and the increase in the authorised share capital are subject to the fulfilment of the condition precedent that the special resolutions relating to the consolidation and the increase in the authorised share capital contained in the notice of general meeting attached to and forming part of this circular are duly passed and that the special resolutions are registered by CIPRO.
1.4 Rationale for the consolidation
The consolidation is being proposed for the following reasons: 1.4.1 In the opinion of the directors shares that trade below R1 have a much higher spread between the bid to buy price and the offer to sell price which can result in significant movements in the share price on small volumes traded. This in turn causes instability in the market capitalisation of the company and ultimately effects shareholder value. This may therefore discourage potential investors.
1.4.2 In the view of the board by consolidating the number of shares, it is expected that there will be a narrowing of the spread between the bid to buy price and the offer to sell price resulting in a more stable market capitalisation of the company. providing additional confidence to existing shareholders; and increasing the attractiveness of the company to potential investors.
1.5 Increase in the authorised share capital
1.5.1 CIG proposes, subject to the passing and registration of Special Resolution 1 set out in the notice of general meeting and subject to the 1973 Companies Act being operative on the date of the general meeting, to increase its authorised share capital from R13  000 comprising 130  000  000 shares of R0.0001 each to R15 000 comprising 150 000 000 shares of R0.0001 each. At the general meeting, shareholders will be asked to approve a special resolution authorising the increase in the authorised share capital of the company.
1.5.2 Authority will be sought from shareholders at the annual general meeting to place the authorised but unissued shares, under the control of the directors until the next annual general meeting.
1.5.3 The special resolution approving the increase in authorised share capital is subject to 75% of shareholders present, in person or by proxy voting in favour of the special resolution at the general meeting. 1.5.4 The special resolution to increase the authorised share capital of CIG will only be proposed at the general meeting if on the date of the general meeting the 1973 Companies Act is still operative. If on the date of the general meeting the 2008 Companies Act is operative, the resolution will be withdrawn given that the 2008 Companies Act does not permit a company with par value shares to increase its authorised share capital pending the conversion of its share capital into shares without a nominal or par value in compliance with the requirements of the 2008 Companies Act.
1.6 Share capital before the consolidation and the increase in the authorised share capital
At the last practicable date, CIG’s share capital is as follows: Authorised
1 300 000 000 ordinary shares of R0.00001 each
Issued
1 136 409 287 ordinary shares of R0.00001 each
676 164 423
1.7 Share capital after the consolidation but before the increase in the authorised share capital
The authorised and issued share capital of CIG after the consolidation but before the increase in the authorised share capital will be: Authorised
130 000 000 ordinary shares of R0.0001 each
Issued:
113 640 929 ordinary shares of R0.0001 each
676 164 423
1.8 Share capital after the consolidation and after the increase in the authorised share capital
The authorised and issued share capital of CIG after the consolidation and the increase in the authorised share capital will be: Authorised
150 000 000 ordinary shares of R0.0001 each
Issued:
113 640 929 ordinary shares of R0.0001 each
676 164 423
1.9 Details of the consolidation
Subject to the approval and implementation of the consolidation: fractions of consolidated shares will not be issued and paid out to shareholders and any fraction of less than
0.5 will be rounded down and any fraction of 0.5 and greater will be rounded up to the nearest whole
number of a consolidated share as set out in the table of entitlement in Annexure 1; and
the consolidation of shares will be effective on Monday, 16 May 2011.
1.10 Listing on the JSE
The JSE has agreed to amend the listing of CIG’s share capital to make provision for the consolidation of 10 existing shares into 1 consolidated share, with effect from Monday, 16 May 2011, under the new ISIN: ZAE000153888.
1.11 Last date to trade and record date
The record date for purposes of determining those shareholders whose shares will be subject to the consolidation and change of par value is Friday, 20 May 2011. The last date to trade in CIG’s shares on the JSE in order to be recorded as a shareholder by Friday, 20 May 2011 is Friday, 13 May 2011.
1.12 Procedure to be followed by certificated shareholders for the consolidation
1.12.1 Subject to the passing and the registration of the special resolution necessary for the consolidation, it is necessary to recall share certificates from certificated shareholders in order to replace them with certificates reflecting the consolidation.
1.12.2 To facilitate the timeous receipt by certificated shareholders of replacement share certificates, certificated shareholders who wish to anticipate the implementation of the consolidation and who do not wish to deal in their existing shares prior to the consolidation are requested to surrender their certificates, under cover of the form of surrender, to Computershare, at the address set out in that form, prior to the record date.
1.12.3 Share certificates so received will be held in trust by Computershare pending the consolidation becoming unconditional. In the event that the consolidation does not become unconditional, Computershare will, within five business days thereafter, return the certificates to the certificated shareholders concerned, by  registered post, at the risk of such shareholders.
1.12.4 The results of the general meeting will be announced on SENS on Friday, 15 April 2011. Should the consolidation be approved and implemented, shareholders who have not already surrendered their share certificates will be required to do so under cover of the attached form of surrender, which should be retained for that purpose as no further form of surrender will be circulated to shareholders. Additional copies may be requested from Computershare, Ground Floor, 70 Marshall Street, Johannesburg, 2001.
1.12.5 In the case of certificated shareholders whose registered addresses in the company’s share register in South Africa are outside the common monetary area, or where the relevant certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply: 1.12.5.1 Non-residents who are emigrants from the common monetary area 1.12.5.2 The replacement share certificate reflecting the consolidation will be restrictively endorsed in terms of the South African Exchange Control Regulations and will be sent to the shareholders’ authorised dealer in foreign exchange in South Africa controlling their blocked assets.
The replacement share certificate reflecting the consolidation will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations.
1.13 Procedure to be followed by dematerialised shareholders for the consolidation
Dematerialised shareholders must not do anything as their accounts at their CSDP or broker will automatically updated.
2. GENERAL
2.1 A general meeting of shareholders will be held at 11h00 on Friday, 15 April 2011 or immediately after the annual general meeting, at the registered offices of the company being 6A Sandown Valley Crescent, Sandown, Sandton, 2196 to consider and approve the special and ordinary resolutions in respect of the consolidation and the increase in  the authorised share capital proposed in the notice of general meeting.
2.2 The notice of general meeting and the form of proxy for use by certificated shareholders and dematerialised shareholders with “own name” registration who are unable to attend the general meeting and who wish to be represented thereat is attached to and forms part of this circular. In respect of certificated shareholders and dematerialised shareholders with “own name” registration, duly completed forms of proxy must be received by the transfer secretaries by no later than 11h00 on Wednesday, 13 April 2011.
2.3 Full details of the action required by the holders of certificated shares and dematerialised share is set out on page 2 3. OPINIONS AND RECOMMENDATIONS
The board has considered the terms and conditions of the special and ordinary resolutions proposed in the notice of general meeting in respect of the consolidation and the increase in the authorised share capital and are of the opinion that they are fair and reasonable to CIG shareholders. Those directors who hold CIG shares intend voting in favour of the proposed resolutions in respect of their own shareholdings to give effect to the consolidation and the increase in the authorised share capital and recommend that shareholders do likewise.
4. DIRECTORS’ RESPONSIBILITY STATEMENT
The directors of CIG, whose name are given on page 6 of this circular: 4.1 have considered all the information in respect of the consolidation of the share capital and the increase in the 4.2 accept, individually and collectively, full responsibility for the accuracy of the information given in relation to CIG; 4.3 certify that, to the best of their knowledge and belief, no other facts have been omitted which would make any statement in the information in respect of the consolidation of the share capital and the increase in the authorised share capital of CIG false or misleading; 4.5 have made all reasonable enquiries to ascertain such facts; and 4.6 confirm that the information in respect of the consolidation of the share capital of CIG contains all information required by law and the Listings Requirements of the JSE.
5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the memorandum and articles of association of the company will be available for inspection during normal office hours on any business day from Friday, 25 March 2011 to Friday, 15 April 2011, both days inclusive, at the registered office of the company.
Signed in Johannesburg by Raoul Gamsu on his own behalf and on behalf of all the other directors of the company on  2 March  2011, he being duly authorised in terms of powers of attorney granted to him by such other directors.
Raoul Gamsu
Chief Executive Officer
Annexure 1
TABLE OF ENTITLEMENT
Fractions arising from the share consolidation will be rounded to the nearest whole number in accordance with the rounding principle whereby fractions of 0.5 and above will be round up and fractions below 0.5 will be rounded down. The table of  entitlement of CIG shareholders, based on the consolidation ratio of 10 shares to one CIG share held on the record date, is  set out below.
Number of shares
Number of shares
Number of shares
Number of shares
before consolidation
after consolidation
before consolidation
after consolidation
CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa) (“CIG” or “the company”)
NOTICE OF GENERAL MEETING OF CIG SHAREHOLDERS
Notice is hereby given that a general meeting of shareholders of Consolidated Infrastructure Group Limited (“CIG”) will be
held at 11h00 on Friday, 15 April 2011, or immediately after the annual general meeting to be held at the registered offices
of the company being 6A Sandown Valley Crescent, Sandown, Sandton, 2196 (“the general meeting”), for the purpose of
considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions set out below, in
the manner required by the Companies Act, 61 of 1973 ,as amended, or the Companies Act 71 of 2008, as amended, whichever
Act is operative on the date of the general meeting (“the Act”).
The terms defined in the circular with which this notice of general meeting is enclosed shall bear the same meanings in this notice of general meeting and, in particular, in the special and ordinary resolutions set out below.
SPECIAL RESOLUTION 1 – CONSOLIDATION OF SHARES: 10 TO 1 BASIS
“Resolved that, in terms of Article 8.3 of the company’s articles of association and the requirements of the Companies Act   61 of 1973, as amended , or the Companies Act 71 of 2008, as amended, whichever Act is operative on the date of the general meeting, the company’s authorised share capital of R13 000 comprising 1 300 000 000 ordinary shares with a par value of R0.00001 each be and is hereby, with effect from the date of registration of this special resolution, be consolidated on a 10  to 1 basis into 130 000 000 ordinary shares with a par value of R0.0001 each and that correspondingly the issued share capital of the company comprising 1 136 409 287 ordinary shares with a par value of R0.00001 each be consolidated on  a  10  to 1 basis into 113 640 929 ordinary shares with a par value of R0.0001 each.” Reason for and effect of the Special Resolution 1
The reason for the special resolution is to consolidate the company’s existing authorised and issued ordinary share capital on a 10 to 1 basis. The effect of the special resolution will be that the company’s authorised share capital of R13 000 comprising 1 300 000 000 ordinary shares with a par value of R0.00001 each on a 10 to 1 basis into 130 000 000 ordinary shares with a par value of R0.0001 and that correspondingly the issued share capital of the company comprising 1 136 409 287 ordinary shares with a par value of R0.00001 each will be consolidated into 113 640 929 ordinary shares with a par value of R0.0001 each.
SPECIAL RESOLUTION 2 – INCREASE IN AUTHORISED SHARE CAPITAL
“Resolved that, subject to the passing and registration of Special Resolution 1 set out in the notice of general meeting in terms of which this resolution is to be proposed, and subject to the Companies Act 61 of 1973, as amended, being operative on the date of the general meeting in which this resolution is to be proposed, the company’s authorised share capital of R15 000 be and is hereby increased from 130 000 000 (one hundred and thirty million) ordinary shares of R0.0001 each to R15 000 comprising 150 000 000 (one hundred and fifty million) ordinary shares of R0.0001 each by the creation of an additional 20 000 000 (twenty million) ordinary shares of R0.0001 each, in accordance with the provisions of section 75(1) of the Act.” Reason for and effect of this Special Resolution 2
The reason for this special resolution is to increase the number of authorised ordinary shares. The effect of this special resolution is to increase the number of authorised ordinary shares from 130 000 000 (one hundred and thirty million) ordinary shares of R0.0001 each to 150 000 000 (one hundred and fifty million) ordinary shares of R0.0001 each by the creation of an additional 20 000 000 (twenty million) ordinary shares of R0.0001 each.
ORDINARY RESOLUTION – ENABLING RESOLUTION
“Resolved that, subject to the passing of the Special Resolutions set out in this notice of general meeting to which this ordinary resolution is to be proposed, any director of the company be and is hereby authorised to do all such things and sign all such documents as may be necessary to implement the aforementioned special resolutions.” FORM OF PROXY
A form of proxy is attached for the convenience of any certificated shareholder or dematerialised shareholder with own-name registration holding CIG shares who cannot attend the general meeting and/or who wishes to be represented thereat. Forms of proxy may also be obtained on request from the company’s registered office. The completed forms of proxy must be deposited at or posted to the office of the transfer secretaries of the company, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by not later than 11h00 on Thursday, 10 March 2011. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should the shareholder subsequently decide to do so.
Shareholders who have dematerialised their shares through a CSDP or broker (other than with own-name registration) and who wish to attend the general meeting must instruct their CSDP or broker to issue them with the necessary “Letter of Representation” to attend.
Dematerialised shareholders, who have elected own-name registration in the sub-register through a CSDP and who are unable to attend but wish to vote at the general meeting must complete and return the attached relevant form of proxy and lodge it with the transfer secretaries of the company.
Dematerialised shareholders, who have not elected own-name registration in the sub-register through a CSDP and who are unable to attend but wish to vote at the general meeting should timeously provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such shareholders and his/her CSDP or broker.
Consolidated Infrastructure Group Limited
Company secretary
Registered address
Transfer Secretaries
Computershare Investor Services (Proprietary) Limited CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa) (“CIG” or “the company”)
FORM OF PROXY – THE GENERAL MEETING OF CIG SHAREHOLDERS
For use by the holders of the company’s certificated shares (“certificated shareholders”) and/or dematerialised shares held through a Central
Securities Depository Participant (“CSDP”) who have selected “own-name” registration (“own-name dematerialised shareholders”)
at  the general meeting of the company to be held at 11h00 on Friday, 15 April 2011, or immediately after the annual general meeting
to  be  held at the registered offices of the company being 6A Sandown Valley Crescent, Sandown, Sandton, 2196, or at any adjournment
thereof. If  required, additional forms of proxy are available from the transfer secretaries of the company.
This form of proxy is not for use by holders of the company’s dematerialised shares who have not selected “own-name” registration. Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the general meeting and request that they be issued with the necessary letter of representation to do so or provide the CSDP or broker timeously with their voting instruction should they not wish to attend the general meeting in order for the CSDP or broker to vote in accordance with their instructions at the general meeting.
3. the chairman of the general meeting of shareholders as my/our proxy to act for me/us on my/our behalf at the general meeting, or any adjournment thereof, which will be held for the purpose of  considering and, if deemed fit, passing with or without modification, the special and ordinary resolutions to be proposed thereat and at  any  adjournment thereof; and to vote for and/or against such resolutions and/or abstain from voting in respect of the shares registered in  my/our name(s), in accordance with the following instructions: Number of votes
* Against
*Abstain
Special Resolution 1 – Consolidation of shares: 10 to 1 basis
Special Resolution 2 – Increase in authorised share capital
Ordinary Resolution – Enabling resolution
*Mark “For”, “Against” or “Abstain” as required. If no options are marked the proxy will be entitled to vote as he/she thinks fit.
Unless otherwise instructed, my proxy may vote or abstain from voting as he/she thinks fit.
A shareholder entitled to attend and vote at the abovementioned general meeting is entitled to appoint a proxy to attend, vote and speak in  his/her stead. A proxy need not be a member of the company.
Forms of proxy must be deposited at Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001, (PO Box 61051, Marshalltown, 2107) so as to arrive by no later than 11h00 on Wednesday, 13 April 2011.
Please read the notes on the reverse side hereof.
Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the company) to attend, speak and vote in place of that shareholder at the general meeting. 2. Shareholder(s) that are certificated or own-name dematerialised shareholders may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space/s provided, with or without deleting “the chairperson of the general meeting”, but any such deletion must be initialled by the shareholder(s). The person whose name stands first on the form of proxy and who is  present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow. If no proxy is named on  a  lodged form of proxy the chairperson shall be deemed to be appointed as the proxy. 3. A shareholder(s) instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy, in the case of any proxy other than the chairperson, to vote or abstain from voting as deemed fit and in the case of the chairperson to vote in favour of the resolution(s). 4. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder, but the total of the votes cast or abstained may not exceed the total of the votes exercisable in respect of the shares held by the shareholder. 5. Forms of proxy must be lodged at or posted to Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received by not later than 11h00 on Wednesday, 13 April 2011. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. Where there are joint holders of shares, the vote of the first joint holder who tenders a vote, as determined by the order in which the names stand in the register of members, will be accepted. 7. The chairperson of the general meeting may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with these notes, provided that, in respect of acceptances, he is satisfied as to the manner in which the shareholder(s) concerned wishes to vote. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company or Computershare Limited or waived by the chairperson of the general meeting. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies. 10. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by Computershare Investor Services (Proprietary) Limited. 11. Where there are any joint holders of any shares, only that holder whose name appears first in the register in respect of such shares need CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa) (“CIG” or “the company”)
FORM OF SURRENDER
of documents of title for use by certificated shareholders only
Instructions:
1. This form of surrender is for use by certificated shareholders who will be receiving certificated shares in the company after the consolidation and, when completed, should be sent to the transfer secretaries.
2. Replacement share certificates will not be sent to shareholders unless and until a form of surrender and the documents of  title in respect of the relevant shares have been surrendered to the transfer secretaries.
3. Part A must be completed by all CIG shareholders who have not yet dematerialised their share certificates or other documents of title. Dematerialised shareholders must not complete a form of surrender as the appropriate action will be  taken by their CSDP or broker.
4. If this form of surrender is received by the transfer secretaries with the relevant documents of title prior to the consolidation becoming effective, it will be treated as a conditional surrender which is made subject to such consolidation becoming effective. Such surrendered documents of title will be held in trust by the transfer secretaries until the consolidation becomes effective. In the event of the consolidation not becoming effective, for any reason whatsoever, the transfer secretaries will (within five business days after either the date upon which it becomes known that the consolidation will not be able to be implemented, or, after subsequent receipt of surrendered documents of title, whichever is the later) return the relevant documents of title to the shareholders concerned, at their risk, by registered post.
5. Part B must be completed by all emigrants from and non-residents of the common monetary area who are recorded in the share register of CIG and who have not yet dematerialised their documents of title.
6. A separate form of surrender is required for each shareholder.
Please refer to the instructions above and the notes overleaf before completing this form of surrender.
Consolidation Infrastructure Group Limited care of: Computershare Investor Services (Proprietary) Limited
Dear Sirs,
I/We, the undersigned, being the registered holder of the number of CIG shares specified below, which are free of encumbrances, hereby surrender the enclosed documents of title identified below in respect of the shares held by me/us in CIG, conditional upon the special resolution in respect of the consolidation being passed (and the subsequent registration of the relevant special resolution with CIPRO) at the general meeting of shareholders to be held on Friday, 15 April 2011.
I/We hereby instruct you to post a replacement certificate in respect of the shares surrendered to me, by registered post, at my/our risk, to the address given below, on the terms set out in the document dispatched to shareholders to which this form of surrender was attached. I/We acknowledge that if no address is stated below, the replacement certificate will be sent to my/our address recorded on the relevant sub-register.
My/Our signature(s) on this form of surrender constitutes my/our execution of this instruction.
Stamp and address of agent lodging this form (if any) Postal address (preferably PO Box address) to which replacement certificates should be sent, if other than the address contained in the register of shareholders: PART A – Applicable to all certificated CIG shareholders.
Share certificate/s and/or documents of title surrendered:
Name of registered holder
(separate form for
Certificate number(s)
Number of CIG shares
each holder)
(in numerical order)
covered by each certificate
For office use only
PART B – Applicable to all emigrants from and non-residents of the common monetary area who are recorded
on  the shareholder register of CIG.
Nominated authorised dealer in the case of a certificated shareholder who is an emigrant from or non-resident
of  the  common monetary area
(who wish their replacement share certificates to be sent to an authorised dealer in South Africa): Completion of this form of surrender (“form”):
1. If you have any doubt as to how to complete this form, please consult your accountant, attorney, banker, broker or other 2. This form must be completed, signed and sent, together with the relevant share certificate/s and/or other document/s of  title, to the offices or to the postal address of the transfer secretaries.
3. Any alteration to or correction on this form must be signed in full and not only initialled.
Return address:
Once completed, this form, together with documents of title surrendered, must be delivered or mailed to the transfer secretaries
at the following addresses, respectively, in an envelope marked “CIG – Certificates of title”:
Computershare Investor Services (Proprietary) LimitedGround Floor Posting of replacement certificates:
Subject to the approval of the consolidation at the general meeting and registration of the special resolution contained in the notice of general meeting attached to the document dispatched to shareholders to which this form is attached, certificates reflecting the consolidation will be sent to the address provided overleaf (or failing such instruction, to the address of the shareholder concerned as recorded in the relevant sub-register of CIG) by registered post at the risk of the shareholder concerned on or about Monday, 23 May 2011, if the documents of title have been surrendered by 12h00 on Friday, 20 May 2011, or, within five business days of receipt of such documents of title if surrendered after 12h00 on Friday, 20 May 2011. Contrary instructions will not be accepted.
Instructions
1. Persons who have acquired shares in CIG after the date of posting of the document to which this form is attached, can  obtain copies of the form and the said document from the transfer secretaries.
2. All certificated shareholders completing and returning the form must also surrender all their existing share certificates.
3. No receipts will be issued for documents lodged, unless specifically requested. In compliance with the requirements of the JSE, lodging agents are requested to prepare special transaction receipts.
4. Signatories may be called upon for evidence of their authority or capacity to sign this form.
5. If this form is signed under a power of attorney, then such power of attorney, or a notarially certified copy hereof, must  be  sent with this form for noting, unless it has already been noted by the transfer secretaries or it has been lodged with a broker and this form bears the stamp of that broker.
6. Where the member is a company or a close corporation, unless it has already been registered with the transfer secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this form must be submitted if  so  requested  by the transfer secretaries.
7. Where there are joint holders of any shares, only that holder whose name appears first in the register in respect of such 8. If the shareholder is a deceased estate, this form must be accompanied by a certified copy of the Letter of Executorship, unless the relevant documents have already been lodged with the transfer secretaries or with a broker and this form bears the stamp of that broker.
9. A minor must be assisted by his/her parent or guardian.
Lost share certificates and/or documents of title:
If a share certificate or other document of title relating to any share in CIG has been lost or destroyed, the relevant replacement certificate will only be issued upon production of satisfactory evidence that the relevant share certificate or document of title has been lost or destroyed and upon delivery of an indemnity, in a form and on terms and conditions approved by CIG. Indemnity forms may be requested from the transfer secretaries.
Dematerialised shareholders:
This form is not intended for dematerialised shareholders and such shareholders must not complete this form. Where dematerialised shareholders wish to provide a new address to which share statements are to be posted, such shareholders should contact their CSDP or broker.
South African Exchange Control Regulations:
1. Shareholders who are emigrants from or non-residents of the common monetary area, whose addresses are recorded in the shareholder register as outside the common monetary area and whose documents of title have been restrictively endorsed under the South African Exchange Control Regulations should nominate an authorised dealer in Part B of this form as  required in terms of the document to which this form is attached. A replacement share certificate will be forwarded to  the authorised dealer nominated above for its control. Failing such nomination, any replacement certificate due to such a shareholder will be retained in trust by the transfer secretaries pending instructions from the shareholder concerned and such shareholder shall be responsible for any costs associated with such trust account.
2. A non-resident shareholder whose documents of title have not been restrictively endorsed should submit such documents of title to the transfer secretaries. The replacement share certificate will be sent to the address provided on the face of this form, or, failing that, the registered address of the non-resident shareholder concerned as recorded in the sub-register of  CIG.
3. Replacement share certificates issued in the proposed new name of the company will duplicate any restrictive endorsement in terms of the South African Exchange Control Regulations appearing on current documents of title.

Source: http://www.ciglimited.co.za/downloads/circulars/cig_circular_032011.pdf