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NU-WORLD HOLDINGS LIMITED Proxy Solicitation & Information Statement 2026

May 25, 2026

48778_rns_2026-05-25_de5a50e0-0b25-4649-bf62-037e17779bd0.pdf

Proxy Solicitation & Information Statement

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NU-WORLD HOLDINGS LIMITED

(Incorporated in the Republic of South Africa)

(Registration Number 1968/002490/06)

Share Code: NWL ISIN code: ZAE000005070

("Nu-World" or the "Company" or the "Group")

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NU-WORLD HOLDINGS LIMITED

GENERAL AUTHORITY RESOLUTIONS - POSTPONEMENT OF SPECIAL GENERAL MEETING AND DISTRIBUTION OF REVISED NOTICE OF SPECIAL GENERAL MEETING

Nu-World shareholders ("Shareholders") are referred to the announcement released on SENS on 18 May 2026 and the circular to Shareholders dated, 18 May 2026 ("Circular"), incorporating, inter alia, a notice convening a special general meeting of Shareholders ("Special General Meeting"), relating to the proposal for approval of the ordinary resolutions required to provide the board of directors of Nu-World ("Board") with the necessary general authorities to issue Nu-World ordinary shares ("Shares") for cash and repurchase Shares, as contemplated in the JSE Listings Requirements (collectively, the "General Authorities").

Shareholders are hereby advised that the Board has resolved to issue a revised notice convening the Special General Meeting ("Revised Notice"), for purposes of providing Shareholders (or their proxies) with information to enable them to participate in the Special General Meeting by way of electronic communication, as provided by the Companies Act, No. 71 of 2008, as amended ("Companies Act") and the Company's memorandum of incorporation ("MOI") ("Electronic Participation Details"), and accordingly the Board has resolved to postpone the Special General Meeting (originally scheduled for 10:00 on Wednesday, 17 June 2026) to 10:00 on Wednesday, 24 June 2026, as further detailed below.

Shareholders are advised that:

(i) the Circular, containing, inter alia, information pertaining to the General Authorities which will be proposed for approval at the postponed Special General Meeting; and
(ii) the Revised Notice, including the form of proxy attached thereto for use at the postponed Special General Meeting ("Form of Proxy"),

are available on the Company's website at https://nuworld.co.za/wp-content/uploads/2026/05/Circular-of-SGM-notice-17-June-2026.pdf

Furthermore, the Revised Notice, including the Form of Proxy, has been distributed to Shareholders today, 25 May 2026.

Save for the inclusion of the Electronic Participation Details and amending the dates applicable to the Revised Notice and the postponed Special General Meeting ("Revised Dates"), no other material amendments have been made to the Revised Notice and Form of Proxy. No Changes have been processed to the Circular; however, the Circular should be read in conjunction with the Revised Notice.

NOTICE OF POSTPONED SPECIAL GENERAL MEETING

Notice is hereby given that the postponed Special General Meeting will be held (i) in person, at the Company's registered office at 682 Pretoria Main Road, Wynberg, Sandton, Gauteng and (ii) virtually, by way of electronic communication, on Wednesday, 24 June 2026 at 10:00 (subject to any postponement or adjournment thereof), in order to consider and, if deemed appropriate, approve, with or without modification, the ordinary resolutions required to provide the Board with the General Authorities, as set out in the Revised Notice.

Electronic Participation Details

Any Shareholder (or representative or proxy of a Shareholder) who wishes to participate in and/or vote at the postponed Special General Meeting by way of electronic communication, must either:

  • register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the postponed Special General Meeting; or
  • contact Computershare by sending an email to [email protected], by 10:00 on Monday, 22 June 2026.

Although voting will be permitted by way of electronic communication, Shareholders are encouraged to make use of the Form of Proxy, attached to the Revised Notice, for purposes of voting at the postponed Special General Meeting.

The cost of electronic participation in the postponed Special General Meeting is for the expense of the Shareholder (or representative or proxy) so participating and will be billed separately by such person's own service provider.


Revised salient dates

Record date to determine which Shareholders are entitled to receive the Revised Notice, on Friday, 15 May 2026
Last day to trade in Shares to be recorded in the Share register and thereby eligible to attend, speak and vote at the postponed Special General Meeting, on 2 Monday, 15 June 2026
Record date to determine which Shareholders are entitled to attend, speak and vote at the postponed Special General Meeting, on 2 Friday, 19 June 2026
Forms of Proxy to be received, for administrative purposes, by the Company's transfer secretaries by 10:00, on 3,4 Monday, 22 June 2026
Postponed Special General Meeting held at 10:00, on Wednesday, 24 June 2026
Results of postponed Special General Meeting to be published on SENS, on or about Wednesday, 24 June 2026

Notes:

  1. All times provided are local times in South Africa. The above dates and times may be subject to amendment. Any amendment to the dates and times will be published on SENS.
  2. Shareholders should note that, since trades in Shares are settled by way of the electronic settlement system used by Strate Proprietary Limited, settlement will take place 3 business days after the date of a trade. Persons who acquire Shares after the last day to trade will therefore not be eligible to attend, speak or vote at the postponed Special General Meeting.
  3. Dematerialised Shareholders, other than those with "own-name" registration, must provide their broker or Central Securities Depositary Participant with their instructions for voting at the postponed Special General Meeting by the cut-off date and time stipulated in terms of their respective custody agreements.
  4. Certified Shareholders and Dematerialised Shareholders with "own-name" registration may submit a Form of Proxy at any time before the commencement of the postponed Special General Meeting or hand it to the chairman of the postponed Special General Meeting before the appointed proxy exercises any of the relevant Shareholder rights at the postponed Special General Meeting, provided that should a Shareholder submit a Form of Proxy with the transfer secretaries less than 48 hours (excluding Saturdays, Sundays and official public holidays) before the postponed Special General Meeting, such Shareholder will also be required to furnish a copy of such Form of Proxy to the chairman of the postponed Special General Meeting before the appointed proxy exercises any of such Shareholder's rights at the postponed Special General Meeting. Proxy forms already submitted for the initial Special General Meeting will remain valid in respect of the postponed Special General Meeting. If the postponed Special General Meeting is adjourned or further postponed, Forms of Proxy submitted for the postponed Special General Meeting will remain valid in respect of any further postponement or adjournment of the postponed Special General Meeting.

Johannesburg
25 May 2026

JSE Sponsor to Nu-World

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Questco Corporate Advisory Proprietary Limited