JOINT VENTURE SHAREHOLDERS AGREEMENT
between
FRIEDSHELF 401 (PROPRIETARY) LIMITED
and
SPAR GROUP INTERNATIONAL, INC.
and
XXXXX X'XXXXX
and
XXXXX XXXXX
and
SMD MERIDIAN CC
and
MERIDIAN SALES & MERCHANDISING (WESTERN CAPE) CC
and
RETAIL CONSUMER MARKETING CC
and
MERHOLD HOLDING TRUST
in respect of
SGRP MERIDIAN (PROPRIETARY) LIMITED ("THE COMPANY")
Mallinicks Attorneys
Telephone x00 00 000 0000
Fax x00 00 000 0000
3rd Floor Xxxxxxx Bay Court
Beach Road, V&A Xxxxxxxxxx
Xxxx Xxxx 0000
XX Xxx 0000 Xxxx Xxxx 8000
TABLE OF CONTENTS
1. CONDITIONS PRECEDENT.....................................................3
2. EFFECTIVE DATE...........................................................4
3. ESTABLISHMENT............................................................5
4. BUSINESS PURPOSES........................................................5
5. LOCATION.................................................................5
6. MEMORANDUM AND ARTICLES OF ASSOCIATION...................................5
7. CAPITAL..................................................................6
8. PREPARATION OF ESTABLISHMENT OF THE COMPANY..............................6
9. SECTION 197 TRANSFER.....................................................8
10. ORDINARY AND EXTRAORDINARY GENERAL MEETINGS..............................9
11. QUORUM AND RESOLUTION....................................................9
12. MINORITY PROTECTIONS....................................................10
13. EARNINGS AND LOSSES.....................................................10
14. CAPITAL CONTRIBUTIONS...................................................11
15. DIRECTORS...............................................................11
16. ACCOUNTING PERIOD.......................................................18
17. AUDITORS................................................................18
18. INSPECTION OF ACCOUNTING RECORDS AND BOOKS..............................18
19. INCREASE OF CAPITAL.....................................................19
20. DEADLOCK................................................................19
21. RESTRICTIONS ON TRANSFER OF SHARES......................................20
22. PRE-EMPTIVE RIGHT AND OPTION............................................20
23. CO-OPERATION IN FINANCING...............................................22
24. BUSINESS AND SOFTWARE SUPPORT...........................................22
25. NON-COMPETITION.........................................................23
26. PUBLIC OFFERING.........................................................25
27. CONFIDENTIAL INFORMATION................................................25
28. TERMINATION.............................................................26
29. FORCE MAJEURE...........................................................27
30. NOTICES.................................................................27
31. ASSIGNMENT..............................................................28
32. ARBITRATION.............................................................28
33. IMPLEMENTATION..........................................................29
34. GOVERNING LAW...........................................................29
35. WAIVER..................................................................29
36. JOINT AND SEVERAL.......................................................30
37. CO-OPERATION AND GOOD FAITH.............................................30
38. ENTIRE AGREEMENT........................................................30
39. COSTS...................................................................31
40. HEADINGS AND INTERPRETATION.............................................31
Page 2
This agreement is made as on this day of 2004 by and between Friedshelf 401
(Pty) Ltd (registration number 2004/000538/07), a company organised and existing
under the laws of the Republic of South Africa (hereinafter called
"Friedshelf"), SPAR Group International Inc. a company organized and existing
under the laws of the State of Nevada, USA, having its principal place of
business at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, XX, XXX, 00000 (hereinafter called
"SPAR"), SMD Meridian CC (CK No. 2001/062950/23), Meridian Sales & Merchandising
(Western Cape) CC (CK No. 1998/55070/23), Retail Consumer Marketing CC (CK No.
1996/00917/23) and Friedshelf Holding Trust (registration no. IT 151/99) Xxxxx
Xxxxxxx X'Xxxxx (identity number 451011 5047 18 9 ("O'Brien") and Xxxxx Xxxxx
Xxxxx, identity number 551201 5030 08 2 ("Xxxxx").
RECORDAL
WHEREAS, SMD Meridian CC, Meridian Sales & Merchandising (Western Cape) CC,
Retail Consumer Marketing CC and Merhold Holding Trust (together referred to as
the "Meridian Entities") are engaged in the business of retail solution and
merchandising services in South Africa, having a wide range of clients and also
having knowledge and human resources with respect to retailing businesses in
South Africa;
WHEREAS, SPAR is engaged in retail solution businesses in the USA, having
computer software useful for agency, assistance, instruction and reporting of
storefront activities and also having operational know-how with respect to such
software;
WHEREAS, Friedshelf and SPAR have incorporated a company, SGRP Meridian (Pty)
Ltd (the "Company") (registration number 2003/012518/07), the equity whereof
will be held as to 49% (forty nine percent) by Friedshelf and as to 51% (fifty
one percent) by SPAR to jointly conduct a retail solution business in South
Africa (hereinafter called "territory"); and
WHEREAS, SPAR proposes to contribute a software licence agreement, annexed
hereto as annexure "A", software set-up, software training, computer hardware
and business support to the Company;
WHEREAS, the Meridian Entities and Friedshelf will procure that they contribute
the existing client base and certain office equipment and office supplies of the
Meridian Entities to the Company and WHEREAS such client base will require the
proper rendering of services to ensure its optimal use, the Company undertakes
to appoint Friedshelf or such other company as agreed between SPAR, Xxxxx and
X'Xxxxx as a consultant to the Company to oversee and
Page 3
manage the day-to-day operations and management of the business in accordance
with the terms of the consultancy agreement annexed hereto as annexure "B".
NOW, THEREFORE, in consideration of the mutual covenants and agreement herein
contained, the parties hereto agree as follows:
1. CONDITIONS PRECEDENT
1.1 This agreement is conditional on the satisfaction of the
following conditions precedent:
1.1.1 that the net turnover of the Meridian Entities for
the financial year ending 30 September 2003, will not
be less than R38 000 000,00 (thirty eight million
Rand), calculated on the same basis and using the
same accounting policies and principles as used in
the 30 September 2003 year-end accounts previously
disclosed to SPAR which are attached hereto as
annexure "C" (the "Accounts");
1.1.2 that the net turnover of the Meridian Entities for
the 6 (six) months ending 31 March 2004, will not be
less than R15 000 000,00 (fifteen million Rand),
calculated on the same basis and using the same
accounting policies and principles as used in the
Accounts;
1.1.3 that the Meridian Entities will not have an
accumulated loss in excess of R1 100 000,00 (one
million one hundred thousand Rand) for the financial
year ending 30 September 2003, calculated on the same
basis and using the same accounting policies as used
in the Accounts;
1.1.4 that the Meridian Entities will not have an
accumulated loss in excess of R1 350 000,00 (one
million three hundred and fifty thousand Rand) for
the 6 (six) months ending 31 March 2004, calculated
on the same basis and using the same accounting
policies as used in the Accounts;
1.1.5 that the Meridian Entities and Friedshelf will
transfer to the Company the legal and beneficial
ownership of the Meridian client
Page 4
base and such office equipment and office supplies
utilised by the Meridian Entities necessary to
properly conduct of their business;
1.1.6 the completion, to the satisfaction of SPAR, of a
financial and legal due diligence on the Meridian
Entities and Friedshelf; and
1.1.7 that Friedshelf, or such other company as agreed
between SPAR, Xxxxx and X'Xxxxx, will enter into a
consultancy agreement with the Company in the form
annexed hereto as annexure "B";
1.2 The conditions precedent are stipulated for the benefit of
SPAR who shall be entitled, in its sole discretion, to waive
them, either in whole or in part.
1.3 Unless the conditions precedent are fulfilled or waived (as
the case may be), by 1 May 2004 (or such later date as may be
mutually agreed between the parties) this agreement shall be
of no force or effect.
1.4 The parties shall use all reasonable endeavours to procure the
fulfillment of the conditions precedent.
1.5 Should this agreement become of no force or effect by reason
of the provisions of clause 1.3, then the parties shall be
restored, as near as may be possible, to the position in which
they would have been had this agreement not been entered into
and no shareholder shall have any claims against the other as
a result of the failure of the conditions precedent, except
for such damages (if any) as may result from a breach the
provisions of clause 1.4.
2. EFFECTIVE DATE
This agreement shall become effective on 1 April 2004, regardless of
the date of execution hereof.
Page 5
ORGANIZATION OF THE COMPANY
---------------------------
3. ESTABLISHMENT
It is recorded that the parties have caused the "Company" to be
incorporated under the laws of the Republic of South Africa.
4. BUSINESS PURPOSES
The business purposes of the Company shall include but not be limited
to the following:
4.1 providing retail merchandising and product demonstration
services
4.2 agency, assistance, instruction and report of storefront sales
activities;
4.3 implementation of market research and analysis of results
thereof;
4.4 assembly of setups used for sales promotion;
4.5 consulting regarding store management;
4.6 development and sale of management system regarding retailing;
4.7 designing and sale of database; and
4.8 any and all businesses incidental or relating to any of the
foregoing.
5. LOCATION
The Company shall have its main office at such address as shall be
mutually agreed between the shareholders.
6. MEMORANDUM AND ARTICLES OF ASSOCIATION
The memorandum and articles of association of the Company shall be in
the form attached hereto as annexure "D".
Page 6
7. CAPITAL
7.1 The Company is a private company duly incorporated in
accordance with the company laws of the Republic of South
Africa and shall, at the effective date, have an authorised
share capital of R1 000.00 (one thousand Rand) divided into 1
000 (one thousand) shares with a par value of R1.00 (one Rand)
each, ranking pari passu in all respects.
7.2 On the effective date or so soon thereafter as reasonably
possible:
7.2.1 SPAR shall subscribe in cash for 510 (five hundred
and ten) shares in the Company at their par value;
and
7.2.2 Friedshelf shall subscribe in cash for 490 (four
hundred and ninety) shares in the Company at their
par value.
7.3 The issued share capital of the Company will accordingly be
held as follows:
7.3.1 Friedshelf: 490 (four hundred and ninety) shares
representing 49% (forty nine percent) of the
Company's total issued share capital; and
7.3.2 SPAR: 510 (five hundred and ten) shares representing
51% (fifty one percent) of the Company's total issued
share capital.
PREPARATION OF ESTABLISHMENT OF THE NEW COMPANY
-----------------------------------------------
8. PREPARATION OF ESTABLISHMENT OF THE COMPANY
8.1 Each party shall take its role as described below for the
preparation of the commencement of the Company's business.
8.2 SPAR shall, for no consideration:
8.2.1 make certain proprietary software available to the
Company pursuant to a licence agreement to the value
of US$540 000 (five hundred and forty thousand US
dollars), such licence agreement to be in the form
attached hereto as annexure "C" (the "license
agreement"). For reference, the license agreement
includes the obligations of SPAR to:
Page 7
8.2.1.1 localize and set up software provided by
SPAR to work in South Africa;
8.2.1.2 consult on the organization of merchandising
services: and;
8.2.1.3 give advice on budgeting and development of
each business plan.
8.2.2 provide software set up to the Company to the value
of US$40 000.00;
8.2.3 provide software training to the Company to the value
of US$25 000.00;
8.2.4 provide computer hardware set up to the Company to
the value of US$20 000.00; and
8.2.5 provide 3 (three) years' business support to the
Company to the value of US$165 000.00.
8.3 The Meridian Entities, Xxxxx and X'Xxxxx undertake or
undertake to procure that Friedshelf shall, for no
consideration:
8.3.1 contribute the existing business of the Meridian
Entities to the Company which business shall comprise
at least the client base, certain office equipment
and office supplies;
8.3.2 arrange meetings with their existing clients to
promote the Company's business; and
8.3.3 contribute the employees employed by the Meridian
Entities as at 1 April 2004 to the Company.
8.4 For the avoidance of doubt, it is recorded that the Company is
not:
8.4.1 acquiring any of the accounts receivable, accounts
payable, fixed assets or stock in trade or
inventories of the Meridian Entities; and
8.4.2 acquiring any of the assets of the Meridian Entities,
other than the client base, office supplies and
office furniture; and
Page 8
8.4.3 assuming any liabilities of the Meridian Entities.
9. SECTION 197 TRANSFER
9.1 As a consequence of the contributions made by the Meridian
Entities to the Company in accordance with clause 8.3, part of
the business of the Meridian Entities will be transferred to
the Company on 1 April 2004 ("date of transfer") and
accordingly, the parties agree that Section 197 of the Labour
Relations Act, Xx. 00 xx 0000 ("xxx XXX"), as amended, is
applicable to the transfer. Accordingly, the following
provisions will apply as between the Company and the
employees:
9.1.1 the Company is automatically substituted in the place
of the Meridian Entities in respect of all contracts
of employment of the employees in existence
immediately before the date of transfer;
9.1.2 all the rights and obligations between the Meridian
Entities and an employee at the time of the transfer
continue in force as if they had been rights and
obligations between the Company and the employee;
9.1.3 anything done before the transfer by or in relation
to the Meridian Entities, including the dismissal of
an employee or the commission of an unfair labour
practice or act of unfair discrimination, is
considered to have been done by or in relation to the
Company; and
9.1.4 the transfer does not interrupt an employee's
continuity of employment and an employee's contract
of employment continues with the Company as if with
the Meridian Entities.
9.2 The Company shall be bound by any arbitration award (referred
to in 197(5)(b)(1)) and any collective agreements (referred to
in 197(5)(b)(ii) and (iii)) which were applicable to the
employees prior to the date of transfer.
9.3 The parties acknowledge that in terms of Section 197 of the
LRA, the parties are required to agree in writing to a
valuation (hereinafter referred to as the statutory valuation)
in respect of the items listed in Section 197(7)(a)(i)-(iii).
The parties have agreed to the statutory valuation which
written agreement is annexed hereto as Annexure "E".
Page 9
9.4 The Meridian Entities, Xxxxx and O'Brien warrant and represent
to the Company and to SPAR that there are no claims whether
actual or pending, against any of the Meridian Entities in
respect of any of the employees to be transferred to the
Company pursuant to this clause 9.
9.5 The Meridian Entities, Xxxxx and X'Xxxxx undertake to
indemnify the Company against any claim of whatsoever nature
arising out of a breach of the warranty and representation set
out in 9.4 together with all costs associated therewith.
GENERAL MEETING OF SHAREHOLDERS
10. ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
10.1 The annual general meeting of shareholders shall be convened
by resolution of the board of directors and held in South
Africa or any other place within 3 (three) months after the
expiration of each financial year end of the Company or at any
other time agreed to by the shareholders (subject to
compliance with the Companies Act 61 of 1973).
10.2 An extraordinary general meeting of the shareholders shall be
convened by a resolution of the board of directors whenever
deemed necessary.
11. QUORUM AND RESOLUTION
11.1 A quorum necessary for a valid meeting of the shareholders
shall be at least so many shareholders representing 55% (fifty
five percent) of the Company's total issued share capital.
11.2 All resolutions of shareholders shall be adopted by the
affirmative vote of shareholders holding not less than 55%
(fifty five percent) of the Company's total issued share
capital save for those resolutions which, in terms of the
Companies Act 61 of 1973, require a higher level of acceptance
to be effective.
Page 10
12. MINORITY PROTECTIONS
Notwithstanding anything to the contrary contained in this agreement or
the memorandum and articles of association of the Company, a majority
shareholder vote shall consist of at least 55% (fifty five percent) of
the Company's total issued share capital to be considered a valid
majority. Any shareholder vote consisting of less than 55% (fifty five
percent) of the Company's total issued share capital shall be
considered a minority.
EARNINGS AND LOSSES
-------------------
13. EARNINGS AND LOSSES
13.1 SPAR and Friedshelf shall, subject to 13.2 below, share in the
net earnings or losses of the Company based upon their
respective ownership.
13.2 Notwithstanding 13.1 above, for the first three years of the
Company's operation after the effective date (the "Maximum
Loss Period"), if in any year during the Maximum Loss Period
the net loss of the Company exceeds R2 200 000,00 (two million
two hundred thousand Rand) (the Annual Maximum Loss"),
Friedshelf, O'Brien and Xxxxx jointly and severally undertake
to make a cash payment to the Company equal to the amount of
the Company's net loss in excess of the Annual Maximum Loss
(the "Annual Maximum Loss Payment"), provided that, in
calculating the Annual Maximum Loss for the first 12 (twelve)
month period during the Maximum Loss Period, the parties
shall, in calculating whether the Company's loss is in excess
of the Annual Maximum Loss, allow up to the amount of R500
000,00 (five hundred thousand Rand) to be excluded from the
calculation of any Annual Maximum Loss which the Company may
incur, provided that Friedshelf can reasonably demonstrate to
SPAR that such amount of up to R500 000,00 (five hundred
thousand Rand) represents start-up costs incurred by the
Company in establishing and setting up the new joint venture
business. For the avoidance of doubt, the allowance of R500
000,00 (five hundred thousand Rand) in respect of the start-up
costs of the Company shall only apply in respect of the first
12 (twelve) months following the effective date and not
thereafter.
Page 11
13.3 Any payment pursuant to clause 13.2 shall increase the
shareholders' equity in the Company.
13.4 The Annual Maximum Loss Payment shall be paid by Friedshelf
and/or O'Brien and/or Xxxxx to the Company within 45
(forty-five) days after the issue of the annual audit report
by the Company's auditors.
13.5 Given that the effective date of this agreement is 1 April
2004, the Annual Maximum Loss Payment calculated for the
period ending December 31, 2004 will be calculated on a
nine-month period, being the 9 (nine) month period from the
effective date to 31 December 2004.
13.6 If any Annual Maximum Loss Payment calculation is for less
than a 12 month period, the Annual Maximum Loss shall be
reduced by an amount equal to the Annual Maximum Loss
multiplied by the product of the remainder of 12 minus the
number of months included in the calculation divided by
twelve.
13.7 It is the intention of the parties that the Maximum Loss
Period shall continue for a period of 36 (thirty six) months
commencing on the effective date. Therefore, a short-period
Annual Maximum Loss Payment will be calculated for the period
of 1 January 2007 through 31 March 2007.
13.8 If the effective date of this agreement is later than 1 April
2004, the period on which the short-period Annual Maximum Loss
Payment is calculated shall be adjusted so that the Maximum
Loss Period shall equal 36 (thirty six) months.
14. CAPITAL CONTRIBUTIONS
Capital contributions necessary for the working capital of the Company
will be made as to 51% (fifty one percent) by SPAR and as to 49% (forty
nine percent) by Friedshelf.
BOARD OF DIRECTORS AND OFFICERS
-------------------------------
15. DIRECTORS
15.1 The overall supervision, control and management of the affairs
of the Company shall be vested in the board who shall be
entitled to delegate the
Page 12
day-to-day running and management of the business of the
Company to officers nominated by the board.
15.2 Friedshelf and SPAR shall each be entitled but shall not be
obliged to appoint two directors to the board and to remove
any such director or to replace any such director who is so
removed or who ceases for any other reason to be a director of
the Company.
15.3 Each director shall be appointed for an initial term of one
year and shall on the expiry of the initial period be entitled
to stand for re-election.
15.4 The shareholders may appoint additional non-executive
directors to the board to add value and expertise to the
Company at a fee to be agreed between the board and such
non-executive directors.
15.5 Each director shall be entitled, in writing, to appoint any
other director as his alternate at any meeting of directors
and such alternate shall be entitled to exercise the vote of
the director whom he represents in accordance with the
instructions of such director or in the absence thereof in
such manner that the alternate deems fit, in addition to the
vote which he may exercise in his capacity as director.
15.6 Any appointment and/or removal and/or replacement in terms of
this clause shall be made by written notice to the Company,
signed by the shareholder exercising such right and shall be
operative as soon as such written notice is received at the
registered offices of the Company.
15.7 The quorum necessary for the transacting of business of the
board shall be at least 3 (three) directors.
15.8 If a quorum is not present at a directors' meeting, the
chairman of the meeting shall postpone such meeting for a
period of 7 (seven) days and notice of such postponed meeting
including the date, time and place of such postponed meeting
shall be sent to the directors in terms of the provisions of
this agreement.
15.9 If a quorum is not present at a postponed meeting as referred
to in clause 15.8 and after proper notice has been given, any
directors' resolution to be taken at such meeting shall:
Page 13
15.9.1 fall away and be of no effect; and
15.9.2 be referred to a shareholders' meeting to be convened
for that purpose within 14 (fourteen) days of such
postponed meeting.
15.10 The Company undertakes to procure that:-
15.10.1 at least 7 (seven) days' prior written notice shall
be given to the directors of any directors' meetings
provided that the directors may unanimously agree to
reduce this period or waive the requirement for any
particular meeting;
15.10.2 at least 7 (seven) days before any directors'
meeting, the agenda of the matters to be discussed at
such directors' meeting is given to the directors. If
the agenda for the meeting is not given timeously to
the directors, no meeting shall be held until the
agenda is given timeously to the directors, unless
the directors unanimously agree otherwise.
15.11 The following provisions shall apply to voting by directors:
15.11.1 each director shall have 1 (one) vote on all matters
submitted to the board;
15.11.2 the affirmative vote of the majority of directors
shall be required to approve any proposed resolution
which shall include, but not be limited to,
resolutions relating to the following matters;;
15.11.2.1 any amendment or modification to the
articles of association;
15.11.2.2 any increase or decrease in the
authorised share capital or paid-in
capital of the company;
15.11.2.3 any issuance of new shares or any other
kind of equity securities or instruments
convertible into equity securities or
the decision to undertake a public
offering as contemplated in clause 26;
15.11.2.4 any issuance of debentures;
Page 14
15.11.2.5 any change in number or length of tenure
of directors;
15.11.2.6 the establishment or the acquisition and
purchase of other businesses, either
directly or indirectly by means of
purchasing shares in or assets of the
company to which such business may
belong;
15.11.2.7 any change in the main business of the
company;
15.11.2.8 any disposal of the business or the
assets of the Company (in the case of
assets, otherwise than for full value in
the normal course of business of the
Company);
15.11.2.9 the appointment of or dismissal of
senior executives of the Company;
15.11.2.10 any matter relating to the financing or
capital of borrowings of the Company
which would have the effect of directly
or indirectly reducing the proportionate
shareholding of any shareholder in the
Company;
15.11.2.11 the payment of any dividend by the
Company;
15.11.2.12 the issue or giving of any guarantees,
suretyships, letters of comfort or other
similar undertakings of any nature
whatsoever;
15.11.2.13 the pledging, mortgaging, hypothecating
or encumbering of any assets of the
company in any manner whatsoever;
15.11.2.14 the borrowing of any money or the
incurring of any debt otherwise than in
accordance with the annual budget;
15.11.2.15 any capital expenditure in excess of the
annual budget from time to time;
Page 15
15.11.2.16 any change in the basis of accounting or
accounting policies from those used
during the immediately preceding
financial year otherwise than in
accordance with Generally Accepted
Accounting Practice;
15.11.2.17 the purchase, sale, hiring, letting or
sub-letting of any immovable property
otherwise than in accordance with the
Company's annual budget;
15.11.2.18 any agreement between the company and
any shareholder or any associated
Company of any shareholder;
15.11.2.19 the determination of the scope of any
director's or group of directors'
authority and the delegation of any
powers including the power to
re-delegate;
15.11.2.20 any decision not to insure (or to insure
for a lesser amount) against such risks
as may be recommended by the Company's
insurance brokers;
15.11.2.21 any termination of or amendment to the
Company's retirement or medical aid
funding (if any);
15.11.2.22 the delegation of the functions or
actions referred to above in this clause
15 to any one director or committee of
directors or any other person or
persons;
15.11.2.23 any proposal to the general meeting of
shareholders or action by the board of
directors for the matters as provided in
clause 15 hereof;
15.11.2.24 any investment or commitment of the
Company in amounts individually in
excess of R150 000.00 (one hundred and
fifty thousand Rand) or in the aggregate
in excess of R250 000 .00 (two hundred
and fifty thousand Rand).
Page 16
15.11.2.25 any loan or credit taken by the Company
otherwise than in the ordinary course of
business or in excess of R150 000.00
(one hundred and fifty thousand Rand);
15.11.2.26 execution, amendment or termination of
agreements or commitments with
Friedshelf, SPAR or their subsidiaries
or affiliates;
15.11.2.27 adoption or amendment of the annual
budgets and business plan subject to
consequent approval by the shareholder's
general meeting;
15.11.2.28 adoption or any material modification of
major regulations or procedures,
including any employee rules or
handbook;
15.11.2.29 initiating or settling any litigation,
arbitration or other formal dispute
settlement procedures or forgiveness of
any obligation owed to the Company in
excess of R150 000.00 (one hundred and
fifty thousand Rand);
15.11.2.30 approval of the Company's annual
financial statements and changing of the
Company's accounting policies and
practices;
15.11.2.31 establishment or amendment to the
conditions of employment of the
Company's officers;
15.11.2.32 the formation of any subsidiary of the
Company, entry into (or subsequent
termination of) any joint venture,
partnership or similar agreements;
15.11.2.33 entering into, amending or terminating
any contract with/or commitment to any
director or shareholder; and
15.11.2.34 entering into any agreement or
commitment to provide goods or services
outside the territory;
Page 17
15.11.3 should the board be unable to pass or reach a
decision on any resolution then that resolution will
be deemed to constitute a deadlock. Such deadlock
between the directors will not afford a ground for
the winding-up of the Company but will, at the
request of any director, then be dealt with in
accordance with the provisions of clause 20
(Deadlock);
15.11.4 the directors' remuneration and fees will be
determined from time to time by the shareholders and
shall constitute market-related packages taking all
relevant factors into consideration provided that any
director who is employed by the Company shall not be
entitled to additional remuneration for holding a
board position.
15.12 The shareholders may appoint the chairman of the board, who
shall have neither a second nor casting vote at any board or
shareholders' meeting.
15.13 The board hereby appoints Xxxxx Xxxxx as its managing director
to manage the day-to-day business of the Company.
15.14 Meetings of the board will be held at least quarterly provided
that any director shall by written notice, accompanied by the
full agenda for the meeting, to the Company (at its registered
office) and to all of the directors, have the right, at any
time, to convene a meeting of the board.
15.15 A resolution of the directors of the Company signed by all the
directors of the Company shall be valid and effective as if it
had been adopted at a duly convened meeting of directors. Any
such resolution may consist of several documents in like form,
each signed by one or more of such directors.
15.16 Directors of the Company may participate in and act at any
board meeting through the use of a conference telephone or
other communication equipment by means of which all persons
participating in the meeting can hear each other. Such
participation shall constitute attendance and presence in
person at the meetings by the person or persons so
participating.
15.17 The directors shall be entitled to be reimbursed by the
Company in respect of all reasonable costs and expenses
properly incurred by them in respect of the exercise and
performance of their duties provided that the appropriate
Page 18
documentation in substantiation thereof shall be submitted to
the Company upon request.
15.18 A written record of all meetings of the board of directors and
all decisions made by it shall be made as promptly as
practicable after each meeting of the board of directors by
any director nominated by the board or any other person
nominated by the board and such record shall be kept by the
company and signed by each of the directors.
16. ACCOUNTING PERIOD
Each accounting period of the Company shall end on the 31st day of
December in each year.
17. AUDITORS
17.1 Notwithstanding anything to the contrary contained in this
agreement or in the Company's articles of association, SPAR
shall have the sole and absolute discretion and right to
nominate and vary the auditors of the Company. The initial
appointee shall be Ernst & Young.
17.2 Notwithstanding clause 17.1 above, any shareholder shall have
the right, at its own expense, to appoint an independent
auditor to conduct a review of the Company's financial
position for any purpose contemplated in this agreement or
otherwise and the parties shall afford such auditor reasonable
access to the Company's accounting books and records.
18. INSPECTION OF ACCOUNTING RECORDS AND BOOKS
18.1 The Company shall arrange an annual audit on the accounting
records and books and shall submit a report of such audit to
each shareholder within thirty (30) days from the completion
of the audit.
18.2 The auditors of the Company shall be appointed from a list of
the top five South African accounting firms. Such accounting
firm shall audit the accounting records and books of the
Company and any other matters relating, directly or
indirectly, to the financial condition of the Company. The
auditors'
Page 19
fee for the inspection and audit mentioned above shall be
borne by the Company.
18.3 The Company shall keep true and accurate accounting records
and books with regard to all of its operations in accordance
with generally accepted accounting principals consistently
applied ("GAAP") in the territory. All accounting records and
books shall be kept ready for inspection by the shareholders
or by their authorized representative. If requested by SPAR,
the Company shall co-operate with respect to each financial
period to provide such information as required by SPAR to
reconcile the Company's financial statements with U.S. GAAP
reporting requirements of SPAR.
19. INCREASE OF CAPITAL
If at any time after its formation, the Company increases its share
capital, Friedshelf and SPAR shall have a pre-emptive right to new
shares to be issued for such capital increase in proportion to their
respective shareholding in the Company.
20. DEADLOCK
20.1 Should:
20.1.1 there be any deadlock at any meeting of directors
and/or at any general meeting of the Company; or
20.1.2 a quorum at any meeting of directors and/or at any
general meeting of the Company be broken;
then in such event the parties shall attempt to resolve these
issues by mediation as soon as possible and failing such
resolution within 21 (twenty one) business days after having
been referred to mediation, any director or shareholder (as
the case may be) shall be entitled by written notice to the
Company to claim that all or any of the matters which were
under discussion and/or were to be discussed at that meeting,
be submitted to and decided by arbitration in terms of clause
32.
20.2 Notwithstanding that a deadlock may have arisen in terms of
clause 20.1, such deadlock shall not alone constitute a ground
for any shareholder to apply to court for the winding up of
the Company.
Page 20
TRANSFER OF SHARES
------------------
21. RESTRICTIONS ON TRANSFER OF SHARES
Except as provided in clause 22 hereof, no shareholder shall, without
the prior written consent of the other shareholder, assign, sell,
transfer, pledge, mortgage, or otherwise dispose of all or any part of
its shares (including its right to subscribe to new shares) in the
Company to any third party.
22. PRE-EMPTIVE RIGHT AND OPTION
22.1 After three (3) years from the effective date of this
agreement, if either party hereto (hereinafter called "selling
party") wishes to transfer and sell all but not part of its
shares in the Company, the selling party shall furnish to the
other party (hereinafter called "recipient") a written notice
of the proposed purchaser, the offer purchase price for the
shares and any other material terms and conditions of the
proposed sale.
22.2 The recipient shall have the right to purchase such shares by
giving the selling party written notice of its intention to
purchase the same within ninety (90) days from the date of
receipt by the recipient of the selling party's notice, upon
the same terms and conditions as described in the selling
party's notice.
22.3 In the event that the recipient elects to purchase the selling
party's shares within the 90 (ninety) day period referred to
in clause 22.2, the recipient shall be obliged to complete the
sale and purchase of the shares within 14 (fourteen days (or
such further period of time as may be agreed between the
selling party and the recipient) of receipt by the selling
party of the recipient's notice of its intention to purchase
the shares, failing which, the selling party shall be entitled
to sell the shares at the same price and on the same terms and
conditions as described in the selling party's notice given in
terms of clause 22.1.
22.4 The selling party may sell such shares at the same price and
on the same terms and conditions as described in its notice
after ninety (90) days have elapsed after the date of the
recipient's receipt of such notice unless the recipient gives
a notice to the selling party of its intention to acquire the
selling party's shares.
Page 21
22.5 Any person to whom shares in the Company are transferred
pursuant to this clause 22 shall be bound by the terms of this
agreement.
22.6 Three (3) years after the effective date of this agreement,
either party (the "offeror") may at any time make a written
offer (which shall specify the price offered per share) to buy
all of the other party's (the "recipient") shares in the
Company. The recipient shall then, either accept the offer and
sell all of its shares under the terms and conditions of the
offer, or purchase the offeror's shares at the same price and
on the same terms and conditions as stipulated in the written
offer.
22.7 If the recipient does not respond in writing to the initial
offer within 120 (one hundred and twenty) days of receipt of
the written offer, the recipient shall be deemed to have
accepted the offer to sell its shares to the offeror.
22.8 The parties shall co-operate to effect the closing of such
purchase and sale of the shares held by the selling party
within 14 (fourteen) days of the elapse of the period of 120
(one hundred and twenty) days referred to above (or such
further period as may be agreed between the parties).
22.9 At such closing, the purchasing party shall pay to the selling
party the purchase price in cash, and the selling party shall
deliver to the purchasing party share certificates
representing all of the selling party's shares held in the
Company, free and clear of any liens and encumbrances.
22.10 For the avoidance of doubt, neither SPAR nor Friedshelf shall
have the right to sell, cede, alienate or in any way transfer
any of its shares in the Company for a period of 3 (three)
years from the effective date.
22.11 For the purposes of this agreement, an offer shall be deemed
to be received at the following times:
22.11.1 if delivered by hand during the normal business hours
of the addressee at the addressee's domicilium for
the time being, it shall be presumed, until the
contrary is proved, to have been received by the
addressee at the time of delivery; or
22.11.2 if given by telex or by facsimile, it shall be deemed
(in the absence of proof to the contrary) to have
been received within 24 (twenty
Page 22
four) hours of transmission where it is transmitted
during normal business hours of the receiving
instrument and within 48 (forty eight) hours of
transmission where it is transmitted outside those
business hours.
23. CO-OPERATION IN FINANCING
23.1 SPAR and Friedshelf shall agree on an initial amount of
working capital for the Company and will provide working
capital loans to the Company on the same terms.
23.2 SPAR will provide a loan equal to 51% (fifty one percent) of
the Company's necessary working capital and Friedshelf will
provide a loan equal to 49% (forty nine percent) of the
Company's necessary working capital.
23.3 The interest rate of the shareholder loans shall equal the
"prime rate". For the purposes of clause 23.3, "prime rate"
means the rate of interest per annum which is equal to
Standard Bank Limited's published minimum lending rate of
interest per annum, compounded monthly in arrears, charged by
such bank on the unsecured overdrawn current accounts of its
most favoured corporate clients in the private sector from
time to time. (In the case of a dispute as to the rates so
payable, the rate shall be certified by any manager or
assistant manager of any branch of the said bank, whose
decision shall be final and binding on the parties).
23.4 Any future working capital loans will be provided on the same
basis.
ROLE OF CONTRACTING PARTIES
---------------------------
24. BUSINESS AND SOFTWARE SUPPORT
24.1 SPAR shall for the first three (3) years provide up to 3 000
(three thousand) hours of business support in aggregate. This
support may be in the form of general business, consultation
or programming support to modify or enhance the merchandising
software. SPAR will maintain ownership of all software.
24.2 If support provided by SPAR exceeds 3 000 (three thousand)
hours the additional hours will billed by SPAR to the Company
at fifty five USD ($55.00)
Page 23
per hour. However a lower price will be charged for
programming costs if a less expensive way to hire IT staff is
found.
24.3 The Company will be able to hire its own IT staff as
appropriate.
25. NON-COMPETITION
25.1 For the duration of this agreement, SPAR, Friedshelf, the
Meridian Entities, Xxxxx and X'Xxxxx and their affiliates
undertake to each other that they will not without the prior
consent of the others of them, engage in, whether directly or
indirectly, merchandising services (as defined in the license
agreement) in Southern Equatorial Africa, including but not
limited to Angola, Zambia, Zimbabwe, Malawi, Mozambique,
Namibia, Botswana, Lesotho, Swaziland, South Africa,
Madagascar, Mauritius and the Seychelles (the "territory" for
the purposes of this clause 25) or any other business then
competitive with the Company in the territory, provided that
if the Company shall during any 12 (twelve) month period
commencing 1 December 2005, generate less than US$50 000,00
(fifty thousand US dollars) in revenue in any financial year
in any of the countries comprising the territory, then SPAR
shall no longer be bound by the non-compete provisions set out
in this clause 25 insofar as such non-compete provisions
relate to the country in which revenue has fallen below US$50
000,00 (fifty thousand US dollars) in any year.
25.2 Notwithstanding clause 25.1 above, in the event that SPAR
enters into an agreement with a customer that covers more than
one country and the scope of such agreement includes services
in the territory, SPAR shall not be prohibited from entering
into or performing such agreement, provided that SPAR shall be
obliged to notify the Company of such agreement(s) (including
global agreements) and the SPAR shall use all reasonable
endeavours to procure that the Company has a right of first
refusal to enter into and perform such agreement(s).
25.3 In the event that the Company elects to enter into and perform
such agreement(s) it shall, within 3 (three) days of receiving
such notification from SPAR, notify SPAR in writing of its
intention to enter into and perform such agreement(s) on the
terms and conditions offered to SPAR.
Page 24
25.4 In the event that the Company fails within such 3 (three) day
period to notify SPAR of its election or, alternatively,
elects not to enter into and perform such agreement(s), the
Company shall be deemed to have waived its rights to
participate in such agreement(s) and SPAR shall be entitled to
enter into and perform such agreement(s) for its own benefit,
provided that it shall not be on terms (whether as to price,
conditions or any other material factor) which is more
advantageous than that offered to the Company.
25.5 It is recorded that Xxxxx and X'Xxxxx are members in Prestige
Retail Services CC ("PRS"), a close corporation which provides
services to Spar Group Limited ("SGL"). It is hereby agreed,
subject to 25.7 below, that such interest in PRS will not
constitute a breach of the non-competition provisions
contained in this clause 25.
25.6 Xxxxx, O'Brien, the Meridian Entities and Friedshelf undertake
to SPAR and to the Company that they will procure that the
client base of PRS will not be extended beyond the single
existing client of SGL.
25.7 The Meridian Entities, Friedshelf, Xxxxx and X'Xxxxx warrant
and represent to the Company and to SPAR that:
25.7.1 the only customer or client of PRS is SGL;
25.7.2 the annual nett profit of PRS before taxes will not
exceed R500 000.00 (five hundred thousand Rand);
25.7.3 Xxxxx and X'Xxxxx will not together, in any single
week, commit or spend in excess of 5 (five) hours of
their combined time during normal working hours in
relation to the business of PRS; and
25.7.4 the rendering of services by Xxxxx and O'Brien to PRS
will not materially adversely interfere or affect
their ability to fully and properly perform their
obligations to the Company pursuant to the terms of
the consultancy agreement.
25.8 In the event that SGL agrees, the Company shall be entitled to
acquire the members' interest or business of PRS, for a
nominal amount of R100.00 (one hundred Rand).
Page 25
AMENDMENT FOR PUBLIC OFFERING
-----------------------------
26. PUBLIC OFFERING
The shareholders acknowledge that the Company may attempt to become a
listed company or over-the-counter company on the territory Stock
Exchange or any other stock exchange or public market in the territory
(public offering). The shareholders acknowledge that conversion of the
Company type and structure, the number of issued shares, the number of
shareholders, the paid-up capital and profit transaction with each
shareholder will be reviewed and instructed for amendment by the
relevant governmental or regulatory authorities in accordance with
those bodies' rules or guidelines for public offering. If the
shareholders agree to undertake a public offering, they shall discuss
and reasonably co-operate with each other to amend the articles of
association and/or the license agreement in order to complete the
public offering of the Company. Any changes to the license agreement
(annexed hereto as annexure "A") will be effective upon consummation of
the public offering (but not before), and subject to the approval of
the boards of directors of the Company, Friedshelf and SPAR.
CONFIDENTIALITY
---------------
27. CONFIDENTIAL INFORMATION
Friedshelf and SPAR shall for the duration of this agreement, keep
secret and retain in strict confidence any and all confidential
information and use it only for the purpose of this agreement and
shall not disclose it to a third party without the prior written
consent of the other party unless the receiving party can demonstrate
that such information: (i) has become public other than as a result
of disclosure by the receiving party, (ii) was available to the
receiving party prior to the disclosure by the disclosing party with
the right to disclose, or (iii) has been independently acquired or
developed by the receiving party.
Page 26
GENERAL PROVISIONS
------------------
28. TERMINATION
28.1 If either shareholder transfers its shares in the Company to
the other party hereto in accordance with clause 22 hereof,
this agreement shall terminate.
28.2 If either shareholder transfers its shares in the Company to
another party, unless expressly agreed by the non-transferring
party in writing, this agreement shall be assigned to and
binding upon such third party, provided that the assigning
shareholder shall remain liable for all legal acts with
respect to this agreement or the Company which occurred before
the effective date of such assignment.
28.3 If any shareholder breaches a material term of this agreement
and fails to remedy such breach within ninety (90) days of
written notice being given to such shareholder the shareholder
not in breach shall be entitled to cancel this agreement
without prejudice to any other rights or remedies which such
shareholder may have.
28.4 Either shareholder may terminate this agreement by giving
notice in the event of one or more of the following:
28.4.1 appointment of a trustee or receiver for all or any
part of the assets of the other party;
28.4.2 insolvency or bankruptcy of the other party;
28.4.3 assignment of the other party for the benefit of
creditor;
28.4.4 attachment of the assets of the other party;
28.4.5 expropriation of the business or assets of the other
party; and
28.4.6 dissolution or liquidation of the other shareholder.
If either shareholder is involved in any of the events
enumerated in 28.4.1 through 28.4.6 above, it shall
immediately notify the other shareholder of the occurrence of
such event.
Page 27
28.5 In the event of the termination of this agreement pursuant to
clause 28.3 or clause 28.4, the shareholder terminating in
accordance with this agreement shall have an option to
purchase the shares of the other shareholder at the book value
to be decided by an internationally recognized accounting firm
that is not the principal accounting firm of either
shareholder or to have the Company dissolved.
28.6 Upon termination of this agreement or SPAR's ceasing to hold
at least 51% (fifty one percent) of the shares in the Company,
the license agreement shall terminate immediately if still in
effect, unless otherwise agreed by the shareholders.
29. FORCE MAJEURE
Neither shareholder shall be liable to the other shareholder for
failure or delay in the performance of any of its obligations under
this agreement for the time and to the extent such failure or delay is
caused by riots, civil commotions, wars, hostilities between nations,
governmental laws, orders or regulations, embargoes, actions by the
government or any agency thereof, acts of God, storms, fires,
accidents, strikes, sabotages, explosions, or other similar
contingencies beyond the reasonable control of the respective parties.
30. NOTICES
30.1 The parties hereby choose domicilia citandi et executandi for
all purposes under this agreement at the following respective
addresses:
Meridian: Xx.00 Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx, 0000, Xxx-
Xxxx Xxxxx, Xxxxx Xxxxxx;
SPAR: SPAR Group, Inc. Attention: Xx. Xxxxxx X. Xxxxx,
Chairman 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, XX,
XXX 00000;
Friedshelf: Xx.00 Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx, 0000, Xxx-
Zulu Natal, South Africa, contact: Xxxxx Xxxxx.
30.2 Each of the parties shall be entitled from time to time, by
written notice to the other to vary its domicilium to any
other address which is not a post office box or post restante.
Page 28
30.3 Any notice given and any payment made by a party to any of the
others (the "addressee") which:
30.3.1 is delivered by hand during the normal business hours
of the addressee at the addressee's domicilium for
the time being shall be presumed, unless the contrary
is proved by the addressee, to have been received by
the addressee at the time of delivery;
30.3.2 is posted by prepaid registered post to the addressee
at the addressee's domicilium for the time being
shall be presumed, unless the contrary is proved by
the addressee, to have been received by the addressee
on the seventh day after the date of posting.
30.4 Where, in terms of this agreement any communication is
required to be in writing, the term "writing" shall include
communications by telex and/or facsimile. Communications by
telex and/or facsimile shall, unless the contrary is proved by
the addressee, be deemed to have been received by the
addressee 24 (twenty four) hours after the time of
transmission.
31. ASSIGNMENT
This agreement and the rights and obligations hereunder are personal to
the parties hereto, and shall not be assigned by either of the parties
to any third.
32. ARBITRATION
All disputes, controversies, or differences which may arise between the
parties hereto, out of or in relation to or in connection with this
agreement, or arising out of deadlock referred to in clause 21, shall
be finally settled by arbitration in the territory in accordance with
the rules of the Arbitration Foundation of Southern Africa ("AFSA")
except where provided otherwise in this agreement. Prior to any
dispute, difference or agreement being referred to arbitration the
parties shall seek to resolve the matter as follows:
32.1 The matter shall be referred to the chief executives of each
party for consideration but if they are not able to resolve
the matter within ninety (90) days provisions as to
arbitration shall take effect.
Page 29
32.2 The arbitration shall be conducted by three (3) arbitrators in
English in accordance with AFSA and the laws of South Africa
shall be applied to the dispute. In case of a dispute each
party shall appoint one arbitrator. The party having appointed
its arbitrator shall give notice to the other party of such
appointment upon which the other party shall appoint its
arbitrator within 7 days of notice. The third arbitrator shall
be chosen by the two arbitrators appointed by the parties
within 7 days of their appointment. In case the arbitrators
cannot agree on the third arbitrator the third arbitrator
shall be appointed by AFSA. The arbitrators shall conclude the
dispute within 6 months upon their first gathering. Such
period can only be extended by mutual written agreement of the
parties. The decision of the arbitrators shall be final and
legally binding upon both parties
33. IMPLEMENTATION
The shareholders hereby agree, for themselves, their successors, heirs
and legal representatives, to vote at shareholders' meetings, and to
cause the directors they nominate to vote at board meetings and to
carry out their duties, to prepare, execute and deliver or cause to be
prepared, executed and delivered such further instruments and
documents, to take such other actions and to cause the articles of
association of the Company to be amended or adopted as may be
reasonably required to effect the provisions and intent of this
agreement and the transactions contemplated hereby.
34. GOVERNING LAW
This agreement shall be governed by and interpreted in accordance with
the laws of the Republic of South Africa.
35. WAIVER
Any failure of either party to enforce, at any time or for any period
of time, any of the provisions of this agreement shall not be construed
as a waiver of such provisions or of the right of such party thereafter
to enforce each and every such provision.
Page 30
36. JOINT AND SEVERAL
36.1 Friedshelf, Xxxxx X'Xxxxx and Xxxxx Xxxxx shall be jointly and
severally liable to SPAR for the due performance of all the
obligations of the Meridian Entities and Friedshelf under this
agreement.
36.2 The said parties do hereby waive the legal exceptions of
excussion, division and cession of action, the full meaning
whereof they acknowledge themselves to be fully acquainted.
37. CO-OPERATION AND GOOD FAITH
37.1 The parties agree, during the currency of this agreement, not
to enter into an agreement or do anything which may conflict
with this agreement or be detrimental to its aims and
objectives or which will prejudice the business, development
and activities of the parties.
37.2 Each of the parties undertakes to display the highest degree
of good faith towards the other parties in all matters
relating to this agreement and furthermore undertakes, in
favour of all the other parties, to refrain from doing or
cause anything to be done, whatsoever which may prejudice or
harm (whether actually or potentially) the goodwill, image or
business operations and acumen of any of the parties to this
agreement. The provisions of this paragraph shall survive the
expiry of this agreement, provided however that the provisions
thereof shall not at any time preclude any of the parties
during the currency of this agreement or thereafter, to take
whatever steps a party may deem necessary against a party in
breach of the terms and conditions of this agreement so as to
protect the interests of the parties not in default.
38. ENTIRE AGREEMENT
This agreement constitutes the entire and only agreement between the
parties hereto with respect to the subject matter of this agreement and
supersedes any other commitments, agreements or understandings, written
or verbal, that the parties hereto may have had. No modification,
change and amendment of this agreement shall be binding upon the
parties hereto except by mutual express consent in writing of
subsequent date signed by authorized officer or representative of each
of the parties hereto.
Page 31
39. COSTS
39.1 Subject to 39.2, prior to the effective date, SPAR, Friedshelf
and Meridian shall be responsible for and pay their own costs
and expenses associated with the establishment of the Company
(including all travel costs) and including all costs
associated with the negotiation and preparation of the
necessary legal documentation.
39.2 Each party shall be responsible for and shall pay all legal,
accounting and other costs incurred by it in carrying out its
due diligence investigation on any other party to this
transaction.
39.3 All legal costs incurred after the effective date shall be
paid by the Company.
40. HEADINGS AND INTERPRETATION
40.1 The headings of articles and paragraphs used in this agreement
are inserted for convenience of reference only and shall not
affect the interpretation of the respective articles and
paragraphs of this agreement.
40.2 In the event that there is any inconsistency between the terms
of this agreement and the Company's articles of association,
the terms of this agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
in two (2) copies by their respective duly authorized officer or representative
as of the day first above written.
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1.............................. FRIEDSHELF 401 (PTY) LTD
2.............................. /s/ Xxxxx X'Xxxxx
-------------------------------
being duly authorised thereto
Page 32
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1. ............................ SPAR GROUP INTERNATIONAL INC
2.............................. /s/ Xxxxxx X. Xxxxx
-------------------------------
being duly authorised thereto
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1..............................
SGRP MERIDIAN (PTY) LTD
2.............................. /s/ Xxxxx Xxxxx
-------------------------------
being duly authorised thereto
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
1............................... /s/ Xxxxx X'Xxxxx
------------------------------
XXXXX X'XXXXX
2. ............................
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
1................................ /s/ Xxxxx Xxxxx
------------------------------
XXXXX XXXXX
2................................
Page 33
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1................................ SMD MERIDIAN CC
2.............................. /s/ Xxxxx Xxxxx
-------------------------------
being duly authorised thereto
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1................................ MERIDIAN SALES & MERCHANDISING
(WESTERN CAPE) CC
2.............................. /s/ Xxxxx Xxxxx
-------------------------------
being duly authorised thereto
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1................................ RETAIL CONSUMER MARKETING CC
2.............................. /s/ Xxxxx Xxxxx
-------------------------------
being duly authorised thereto
SIGNED AT ON THE DAY OF 2004.
AS WITNESSES:
For and on behalf of
1................................ MERHOLD HOLDING TRUST
2.............................. /s/ Xxxxx Xxxxx
-------------------------------
being duly authorised thereto
Page 34
ANNEXURE "A"
------------
AGREED FORM LICENCE AGREEMENT
-----------------------------
Page 35
ANNEXURE "B"
------------
CONSULTANCY AGREEMENT
---------------------
Page 36
ANNEXURE "C"
------------
30 SEPTEMBER YEAR-END ACCOUNTS FOR THE MERIDIAN ENTITITES
---------------------------------------------------------
Page 37
ANNEXURE "D"
------------
MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY
-----------------------------------------------------
Page 38
ANNEXURE "E"
------------
STATUTORY VALUATION IN RELATION TO TRANSFERRING EMPLOYEES
---------------------------------------------------------
