notice of annual general meeting 2016

NOTICE OF ANNUAL GENERAL MEETING 2016

Commentary 1

Audited summarised consolidated financial statements 4

Notice of annual general meeting 15

Form of proxy 25

Administration 27

Shareholders’ diary 28

www.sentula.co.zaThe financial statements and detailed information about

Sentula is available on our website

www.sentula.co.za – Investor Relations

– Annual Reports and Financials

– FY2016

– Sentula Integrated Annual Report 2016

CONTENTS

Sentula Mining Limited Notice of Annual General Meeting 2016 1

IntroductionThe 2016 financial period continued to be a very challenging one for Sentula. Since 2010, Sentula has been battling to keep head above water as the debt load, fraud, declining commodity prices, declining margins, rising labour costs, legal disputes and mining regulatory uncertainty continued to weigh on its performance. For Sentula it all culminated in the tipping point being reached during the past financial period. The new starting point was to install an executive team that was capable of focusing the business, identifying the issues and opportunities, and then to move forward despite the negative past.

Sentula is on track to complete an aggressive restructuring exercise, which included closing, merging and recapitalising affected businesses in its portfolio. Sentula’s key qualities which are long-term contracts with blue-chip customers, a diversified revenue base, well established track records, good safety records and top quality and loyal staff with the technical expertise to deliver results, have kept Sentula alive against all odds.

These qualities, combined with a fresh approach from the new executive management, assisted in repositioning each business as a standalone and sustainable unit. There are more hurdles to cross but we are confident that Sentula is on track to turn the corner. The environment remains very challenging but the emphasis will be on focusing on those things that we can control rather than those that we cannot. In future the focus will be on businesses that have good investment characteristics and yield attractive returns on capital.

Financial overviewThe loss incurred during the financial period was mainly as a result of the following non-recurring events:

• The Megacube Mining Proprietary Limited (“Megacube”)/Keaton Mining Proprietary Limited (“Keaton”) arbitration award of R129 million;

• Impairment of property, plant and equipment amounting to R139 million in the opencast mining operations;

• Operating losses incurred by Benicon amounting to R157 million, including wind-down costs; and

• Nkomati production ramp up costs amounting to R25 million.

During the second half of the financial period, the operational management of Benicon was taken over by a new executive team. The rapidly escalating losses in Benicon Opencast Mining Proprietary Limited (“Benicon”) dictated that drastic action be taken, which culminated in the winding down of Benicon as well as the proposed merger between Sentula Coal Proprietary Limited (“Sentula Coal”) and Close-Up Mining Proprietary Limited (“Close-Up”). Shareholders are referred to the SENS announcement on 27 June 2016 in which the transaction was announced.

The Megacube/Keaton arbitration dispute has been provided for during the period, negatively impacting the Group’s equity by R109 million. The arbitration award will not impact the rest of the Group’s operations as there is no known recourse between Megacube and any other group company.

Commentary

2 Sentula Mining Limited Notice of Annual General Meeting 2016

Commentary continued

Operational reviewMining servicesAlthough Sentula currently provides a suite of diversified mining services to mainly blue-chip customers, it will in future focus on investment in good companies with good management, delivering attractive returns on capital to shareholders. The five businesses, constituting the current Sentula Group, operate in one of the four contracted mining-related service provision areas, broadly defined as opencast mining, overburden drilling and blasting, mobile crane hire and exploration drilling. In addition, Sentula is the majority shareholder in Nkomati Anthracite, which is an active anthracite mine.

Opencast mining servicesBenicon, Sentula’s largest bulk earthmoving business, suffered substantial losses during the fifteen month period as a result of old and expensive to maintain equipment as well as an inefficient and expensive operating structure. As a result, Benicon is in the process of winding down and the best elements are in the process of being merged with Close-Up. As part of the proposed transaction, Sentula will acquire a 40% equity stake in Close-Up, which continues to provide contract mining services to Anglo American Coal. Classic Challenge Trading Proprietary Limited (“CCT”), which provides contract mining services to Samancor, suffered losses due to a historically mispriced contract. Subsequent to the period end the contract price has been adjusted, which should enable CCT to operate profitably in future.

Overburden drilling and blastingJEF Drill and Blast Proprietary Limited (“JEF”) provides drilling and blasting services to Group companies as well as external clients. JEF’s performance during the 15 months was negatively affected by the loss of key blasting contracts. Subsequent to the period-end JEF was able to obtain new drilling contracts, which should enable it to return to historical levels of profitability. The Group will continue to invest in JEF to grow the business on a sustainable basis.

Mobile crane hireRitchie Crane Hire Proprietary Limited (“Ritchie”) suffered a slowdown in revenue growth during the early part of the financial period, mainly as a result of key customers postponing work due to tough market conditions. Since then, confidence appears to have returned, evident in a consistent and gradual increase in Ritchie’s crane utilisation ratio. Ritchie’s impeccable safety record combined with excellent customer service has enabled it to keep on winning new contracts against very tough competition. The Group will continue to invest in Ritchie to grow the business on a sustainable basis.

Exploration drillingThe ongoing reduction in exploration expenditure in the market necessitated further restructuring of Geosearch operations in South Africa, Mozambique and Botswana. The South African operation’s key contract is with Anglo Platinum at their Mogolakwena mine while Botswana was recently awarded a drilling contract at Debswana’s Orapa mine. Mozambique continues to be affected by challenging weather conditions and a very slow recovery in coal mining activities. Operations in all three jurisdictions have been rightsized to be able to operate profitably in the current challenging environment. The businesses are well-positioned to take advantage of new opportunities as the exploration drilling market recovers.


Nkomati AnthraciteThe Nkomati Anthracite Mine, which was previously classified as a “held-for-sale” asset, has been brought back into operation and is well on track to achieve record production and profitability. During the past fifteen months the emphasis was on ensuring that the open pit mine achieves steady state production and that we complete the planning for the reopening of the underground mine. Open pit steady state production was achieved subsequent to the end of the financial period and underground make-safe operations are scheduled to start during 2017. Longstanding shareholder disputes have been resolved, paving the way for raising the necessary capital to resume underground mining operations.

Strategic updateThe support of our shareholders during the past financial period facilitated the restructuring of operations and reduction in debt. Our strategic objectives are:

• settlement of outstanding senior Group debt; • reduction in the Group’s exposure to opencast mining services; • investment in performing businesses; • unlocking value in Nkomati Anthracite Mine; and • returning to profitability.

OutlookDuring the period under review, the bulk of the hard work has been done and we are satisfied that the future of Sentula will look very different than its past. We do not pay too much attention to macro-economic factors or predictions about the commodity cycle but rather prefer to focus on the things that we can control. We focus on each business’s individual requirements, drivers and dynamics to determine what is required in each to remain competitive and be profitable. Our sole aim is to deliver attractive returns on capital to our shareholders over time and by doing so outperform the market.

Notice of the Annual General MeetingNotice is hereby given in terms of section 62(1) of the Companies Act 71 of 2008, as amended (“Companies Act”), that an annual general meeting (“annual general meeting”) of the shareholders of the Company will be held at Ground Floor, Building 14, The Woodlands Office Park, Woodlands Drive, Woodmead, at 10:00 on Wednesday, 16 November 2016, to consider and, if deemed fit, to approve the resolutions set out in the notice of the annual general meeting, which is contained in the annual report.

The Board of Sentula has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies Act, the record date for the purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is Friday, 11 November 2016. Accordingly the last day to trade Sentula shares in order to be recorded in the register be entitled to vote will be Tuesday, 8 November 2016.

On behalf of the Board

Ralph Patmore Jacques BadenhorstNon-executive Chairman Chief Executive Officer

Woodmead30 September 2016


SUmmary ConSoLIDateD InCome Statementfor the 15 months ended 30 June 2016

R’000

AuditedJune 201615 months

Audited March 2015

Restated

Revenue 1 535 689 1 374 753

Loss from operations (179 619) (153 880)

Net profit/(loss) on disposal of assets 9 662 (52 099)

Megacube arbitration award (129 051) –

Impairment of plant and equipment (138 846) (14 795)

Impairment of other receivable (3 568) –

Impairment of assets held-for-sale – (815)

Operating loss (441 422) (221 589)

Finance charges (45 467) (52 918)

Fair value adjustment on interest rate cap – (159)

Loss before taxation (486 889) (274 666)

Taxation 17 512 (16 244)

Loss for the period from continuing operations (469 377) (290 910)

Discontinued operations

Loss for the period from discontinued operations (attributable to the owners of the parent) – (275)

Loss on disposal of discontinued operations – (3 727)

Total loss for the period (469 377) (294 912)

Loss attributable to:

– Owners of the parent (447 429) (293 445)

– continuing operations (447 429) (289 443)

– discontinued operations – (4 002)

– Non-controlling interest (21 948) (1 467)

– continuing operations (21 948) (1 467)

– discontinued operations – –

Weighted basic and diluted loss per share (cents) (61,27) (49,18)

– continuing operations (cents) (61,27) (48,51)

– discontinued operations (cents) – (0,67)

Shares in issue at the end of the period (’000) 1 167 564 586 559

Shares in issue at the end of the period excluding treasury shares (’000) 1 162 010 581 005

Weighted average shares in issue at the end of the period excluding treasury shares (’000) (2015 restated for the rights issue) 730 200 596 708


SUmmary ConSoLIDateD Statement oF ComPreHenSIVe InComefor the 15 months ended 30 June 2016

R’000


Audited March 2015

Restated

Loss for the period (469 377) (294 912)Other comprehensive (loss)/incomeItems that may be subsequently reclassified to profit or lossForeign currency translation differences for foreign operations (21 843) 2 339 Other comprehensive (loss)/income for the period, net of income tax (21 843) 2 339 Total comprehensive loss for the period (491 220) (292 573)Loss attributable to:– Owners of the parent (469 272) (291 106)

– continuing operations (469 272) (287 104)– discontinued operations – (4 002)

– Non-controlling interest (21 948) (1 467)– continuing operations (21 948) (1 467)– discontinued operations – –

reConCILIatIon oF HeaDLIne LoSSAudited

June 2016 15 months

Audited March 2015 – Restated 12 months

R’000 GroupContinuing operations

Discontinued operations Group

Loss for the period attributable to equity holders of the parent (447 429) (289 443) (4 002) (293 445)Adjusted for: Profit on disposal of plant and equipment (10 438) (2 762) – (2 762)Loss on disposal of subsidiary – – 3 727 3 727 Loss on disposal of plant and equipment 776 54 861 – 54 861 Scrapping of assets 511 1 357 – 1 357 Impairment of property, plant and equipment 138 846 14 795 – 14 795 Impairment of assets held-for-sale – 815 – 815 Tax effect of above adjustments 53 (19 338) – (19 338)Headline loss attributed to ordinary shareholders (317 681) (239 715) (275) (239 990)Weighted headline loss per share (cents) (2015 restated for rights issue) (43,51) (40,17) (0,05) (40,22)


SUmmary ConSoLIDateD Statement oF FInanCIaL PoSItIonat 30 June 2016

R’000

Audited June 2016

Audited March 2015

ASSetSTotal non-current assets 654 052 801 617Property, plant and equipment 586 014 749 942Restricted cash 2 850 –Intangible assets – 672Goodwill 37 427 37 427Deferred income tax asset 27 761 13 576Total current assets 283 737 403 328Inventories 33 402 70 492Trade and other receivables 213 792 312 947Cash and cash equivalents 32 822 19 245Current tax receivable 3 721 644Assets of disposal group classified as held-for-sale 105 174 219 490TOTAL ASSETS 1 042 963 1 424 435

equIty AND lIABIlItIeSTotal equity attributable to equity holders of the parent 365 409 732 012

Share capital 2 122 973 2 020 304Treasury shares (25 898) (25 898)Reserves 86 294 110 689Accumulated loss (1 817 960) (1 373 083)

Non-controlling interest (21 948) –TOTAL EquiTy 343 461 732 012

lIABIlItIeSTotal non-current liabilities 147 284 114 856Loans and borrowings – 2 354 Rehabilitation provision 69 889 –Finance lease obligations 14 301 45 701Deferred income tax liabilities 63 094 66 801Total current liabilities 525 048 509 534Trade and other payables 230 179 208 474Megacube arbitration award 92 331 –Deferred revenue 25 331 391Loans and borrowings 33 500 132 752Finance lease obligations 9 840 26 642Bank overdraft 86 841 81 214Current income tax liabilities 47 026 60 061Liabilities of disposal group classified as held-for-sale 27 170 68 033Total liabilities 699 502 692 423TOTAL EquiTy AND LiAbiLiTiES 1 042 963 1 424 435Net asset value per share (excluding treasury shares) (cents)(2015 restated for the rights issue) 31 123Tangible net asset value per share (excluding goodwill) – excluding treasury shares (cents) (2015 restated for the rights issue) 28 116


SUmmary ConSoLIDateD CaSH FLoW Statement for the 15 months ended 30 June 2016

R’000


Audited March 2015

Cash flows from operating activities 53 475 47 138

Cash generated from operating activities 100 729 119 808

Income taxes paid (9 719) (20 622)

Interest paid (37 535) (52 048)

Cash flows from investing activities 6 485 (3 534)

Interest received 1 699 769

Purchase of property, plant and equipment (56 888) (103 959)

Proceeds from disposal of property, plant and equipment 61 733 42 021

Capitalised exploration expenditure – (1 187)

Additions to assets held-for-sale – (830)

Proceeds from disposal of assets held-for-sale 2 791 27 279

Proceeds from disposal of subsidiary – 23 680

Movement in restricted cash (2 850) 8 693

Cash flows from financing activities (47 220) (139 033)

Increase in borrowings – 3 289

Decrease in borrowings (101 606) (199 827)

Finance lease advances 1 371 74 187

Finance lease payments (49 654) (16 682)

Proceeds from the rights issue 104 581 –

Payment of transaction costs related to rights issue (1 912) –

Net increase/(decrease) in cash and cash equivalents 12 740 (95 429)

Cash and cash equivalents at the beginning of the period (60 569) 33 744

Exchange (losses)/gain on cash and cash equivalents (1 291) 1 116

Cash and cash equivalents at the end of the period (49 120) (60 569)

Cash and cash equivalents per statement of financial position (54 019) (61 969)

Cash and cash equivalents classified as held-for-sale 4 899 –

Cash and cash equivalents classified as discontinued operations – 1 400

Cash and cash equivalents at the end of the period (49 120) (60 569)


R’000Share

capital

Share-basedpayment

reservetreasury

shares

Foreign currency

translation reserve

Accumulated loss total

Non-controlling

interest

total ordinary

shareholders’ funds

Restated balance as at 31 March 2014 2 020 304 36 684 (25 898) 74 166 (1 080 639) 1 024 617 1 467 1 026 084

Loss for the year – – – – (293 445) (293 445) (1 467) (294 912)

Other comprehensive income – – – 2 339 – 2 339 – 2 339

Transactions with owners, recorded directly in equity

Disposal of subsidiary – (2 500) – – 1 001 (1 499) – (1 499)

balance as at 31 March 2015 2 020 304 34 184 (25 898) 76 505 (1 373 083) 732 012 – 732 012

Loss for the 15 months – – – – (447 429) (447 429) (21 948) (469 377)

Other comprehensive loss – – – (21 843) – (21 843) – (21 843)


Shares issued for cash 104 581 – – – – 104 581 – 104 581

Rights issue transaction costs (1 912) – – – – (1 912) – (1 912)

Share options forfeited – (2 552) – – 2 552 – – –

Total contributions by and distributions to owners 102 669 (2 552) – (21 843) (444 877) (366 603) (21 948) (388 551)

balance as at 30 June 2016 2 122 973 31 632 (25 898) 54 662 (1 817 960) 365 409 (21 948) 343 461

SUmmary ConSoLIDateD Statement oF CHanGeS In eQUItyfor the 15 months ended 30 June 2016


R’000Share

capital

Share-basedpayment

reservetreasury

shares

Foreign currency

translation reserve

Accumulated loss total

Non-controlling

interest

total ordinary

shareholders’ funds

Restated balance as at 31 March 2014 2 020 304 36 684 (25 898) 74 166 (1 080 639) 1 024 617 1 467 1 026 084

Loss for the year – – – – (293 445) (293 445) (1 467) (294 912)

Other comprehensive income – – – 2 339 – 2 339 – 2 339


Disposal of subsidiary – (2 500) – – 1 001 (1 499) – (1 499)

balance as at 31 March 2015 2 020 304 34 184 (25 898) 76 505 (1 373 083) 732 012 – 732 012

Loss for the 15 months – – – – (447 429) (447 429) (21 948) (469 377)

Other comprehensive loss – – – (21 843) – (21 843) – (21 843)


Shares issued for cash 104 581 – – – – 104 581 – 104 581

Rights issue transaction costs (1 912) – – – – (1 912) – (1 912)

Share options forfeited – (2 552) – – 2 552 – – –

Total contributions by and distributions to owners 102 669 (2 552) – (21 843) (444 877) (366 603) (21 948) (388 551)

balance as at 30 June 2016 2 122 973 31 632 (25 898) 54 662 (1 817 960) 365 409 (21 948) 343 461


InFormatIon aboUt rePortabLe SeGmentS

The group is organised in five operating segments, namely opencast mining services, exploration drilling, overburden drilling and blasting, mobile crane hire and coal mining. Benicon, CCT, Sentula Coal, and Benicon Sales Proprietary Limited (“Benicon Sales”) are included in the opencast mining services. Sentula Coal and Benicon Sales are now included in opencast mining services due to a change in the structure of the organisation, previously Sentula Coal was included in the coal mining segment and Benicon Sales was included in corporate and other services. Benicon Coal Proprietary Limited (“Benicon Coal”) and Nkomati Anthracite Proprietary Limited (“Nkomati”) are included in the coal mining operations, Benicon Coal and Nkomati Anthracite have been restated in the prior year as they are no longer classified as held-for-sale. Even though Megacube is no longer operational, it has been disclosed separately due to its materiality. Segment performance is measured based on the segment profit before interest and income tax. Inter-segment revenue is priced on an arm’s length basis.

Audited 15 months ended 30 June 2016

R’000

Opencast mining

servicesexploration

drilling

Overburden drilling and

blastingCrane

hire Coal

mining Megacube

Corporate and other

services total

Total segment revenue 983 738 223 269 385 414 89 852 169 017 – 550 1 851 840 Inter-segment revenue 118 964 8 118 154 649 3 511 30 359 – 550 316 151 External revenue 864 774 215 151 230 765 86 341 138 658 – – 1 535 689 Total segment results pre-impairment (167 271) (14 046) 28 061 28 281 (24 930) (3 806) (25 908) (179 619)Impairment of plant and motor vehicles (138 846) – – – – – – (138 846)Megacube arbitration award – – – – – (129 051) – (129 051)Impairment of other receivable – – – – – – (3 568) (3 568)Net gain on disposal of assets 7 834 1 648 192 (3) (15) – 6 9 662 Segment results (298 283) (12 398) 28 253 28 278 (24 945) (132 857) (29 470) (441 422)Segment assets 234 941 120 450 194 325 155 864 194 354 5 761 611 906 306 Assets classified as held-for-sale 105 174 – – – – – – 105 174 Current and deferred tax assets – 13 515 1 371 581 14 644 – 1 372 31 483 Total assets 340 115 133 965 195 696 156 445 208 998 5 761 1 983 1 042 963 Segment liabilities 148 244 16 713 59 649 11 152 90 209 98 422 137 823 562 212 Liabilities classified as held-for-sale 27 170 – – – – – – 27 170 Current and deferred tax liabilities 37 615 36 368 15 405 – – 16 802 3 930 110 120 Total liabilities 213 029 53 081 75 054 11 152 90 209 115 224 141 753 699 502 Audited restated 12 months ended 31 March 2015Total segment revenue 815 212 269 170 358 549 100 620 6 111 – 950 1 550 612 Inter-segment revenue 69 956 2 659 101 092 1 202 – – 950 175 859 External revenue 745 256 266 511 257 457 99 418 6 111 – – 1 374 753 Continuing operationsTotal segment results pre-impairment (134 508) (58 927) 41 782 47 433 (14 648) 2 076 (37 088) (153 880)Net loss on disposal of assets (50 225) 1 192 1 600 (321) – – (4 345) (52 099)Impairment of property, plant and equipment (11 803) (2 992) – – – – – (14 795)Impairment of assets transferred to held-for-sale – (815) – – – – – (815)Total segment results from continuing operations (196 536) (61 542) 43 382 47 112 (14 648) 2 076 (41 433) (221 589)Segment assets 579 881 173 379 208 922 165 010 69 42 207 21 257 1 190 725 Assets classified as held-for-sale 2 553 2 790 – – 213 947 200 – 219 490 Current and deferred tax assets – 11 746 – 233 – – 2 241 14 220 Total assets 582 434 187 915 208 922 165 243 214 016 42 407 23 498 1 424 435 Segment liabilities 137 466 47 177 55 240 15 521 1 034 1 484 239 606 497 528 Liabilities classified as held-for-sale – – – – 68 033 – – 68 033 Current and deferred tax liabilities 40 857 24 510 16 311 – – 41 424 3 760 126 862 Total liabilities 178 323 71 687 71 551 15 521 69 067 42 908 243 366 692 423


The group is organised in five operating segments, namely opencast mining services, exploration drilling, overburden drilling and blasting, mobile crane hire and coal mining. Benicon, CCT, Sentula Coal, and Benicon Sales Proprietary Limited (“Benicon Sales”) are included in the opencast mining services. Sentula Coal and Benicon Sales are now included in opencast mining services due to a change in the structure of the organisation, previously Sentula Coal was included in the coal mining segment and Benicon Sales was included in corporate and other services. Benicon Coal Proprietary Limited (“Benicon Coal”) and Nkomati Anthracite Proprietary Limited (“Nkomati”) are included in the coal mining operations, Benicon Coal and Nkomati Anthracite have been restated in the prior year as they are no longer classified as held-for-sale. Even though Megacube is no longer operational, it has been disclosed separately due to its materiality. Segment performance is measured based on the segment profit before interest and income tax. Inter-segment revenue is priced on an arm’s length basis.

Audited 15 months ended 30 June 2016

R’000

Opencast mining

servicesexploration

drilling

Overburden drilling and

blastingCrane

hire Coal

mining Megacube

Corporate and other

services total

Total segment revenue 983 738 223 269 385 414 89 852 169 017 – 550 1 851 840 Inter-segment revenue 118 964 8 118 154 649 3 511 30 359 – 550 316 151 External revenue 864 774 215 151 230 765 86 341 138 658 – – 1 535 689 Total segment results pre-impairment (167 271) (14 046) 28 061 28 281 (24 930) (3 806) (25 908) (179 619)Impairment of plant and motor vehicles (138 846) – – – – – – (138 846)Megacube arbitration award – – – – – (129 051) – (129 051)Impairment of other receivable – – – – – – (3 568) (3 568)Net gain on disposal of assets 7 834 1 648 192 (3) (15) – 6 9 662 Segment results (298 283) (12 398) 28 253 28 278 (24 945) (132 857) (29 470) (441 422)Segment assets 234 941 120 450 194 325 155 864 194 354 5 761 611 906 306 Assets classified as held-for-sale 105 174 – – – – – – 105 174 Current and deferred tax assets – 13 515 1 371 581 14 644 – 1 372 31 483 Total assets 340 115 133 965 195 696 156 445 208 998 5 761 1 983 1 042 963 Segment liabilities 148 244 16 713 59 649 11 152 90 209 98 422 137 823 562 212 Liabilities classified as held-for-sale 27 170 – – – – – – 27 170 Current and deferred tax liabilities 37 615 36 368 15 405 – – 16 802 3 930 110 120 Total liabilities 213 029 53 081 75 054 11 152 90 209 115 224 141 753 699 502 Audited restated 12 months ended 31 March 2015Total segment revenue 815 212 269 170 358 549 100 620 6 111 – 950 1 550 612 Inter-segment revenue 69 956 2 659 101 092 1 202 – – 950 175 859 External revenue 745 256 266 511 257 457 99 418 6 111 – – 1 374 753 Continuing operationsTotal segment results pre-impairment (134 508) (58 927) 41 782 47 433 (14 648) 2 076 (37 088) (153 880)Net loss on disposal of assets (50 225) 1 192 1 600 (321) – – (4 345) (52 099)Impairment of property, plant and equipment (11 803) (2 992) – – – – – (14 795)Impairment of assets transferred to held-for-sale – (815) – – – – – (815)Total segment results from continuing operations (196 536) (61 542) 43 382 47 112 (14 648) 2 076 (41 433) (221 589)Segment assets 579 881 173 379 208 922 165 010 69 42 207 21 257 1 190 725 Assets classified as held-for-sale 2 553 2 790 – – 213 947 200 – 219 490 Current and deferred tax assets – 11 746 – 233 – – 2 241 14 220 Total assets 582 434 187 915 208 922 165 243 214 016 42 407 23 498 1 424 435 Segment liabilities 137 466 47 177 55 240 15 521 1 034 1 484 239 606 497 528 Liabilities classified as held-for-sale – – – – 68 033 – – 68 033 Current and deferred tax liabilities 40 857 24 510 16 311 – – 41 424 3 760 126 862 Total liabilities 178 323 71 687 71 551 15 521 69 067 42 908 243 366 692 423


noteS to tHe aUDIteD FInanCIaL StatementS

1 Basis of preparationThe summarised consolidated financial statements were prepared in accordance with the JSE Listings Requirements for provisional reports and the requirements of the Companies Act applicable to summary financial statements. The JSE Listings Requirements require provisional reports to be prepared in accordance with the framework concepts, the measurement and recognition requirements to International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and must also, as a minimum contain the information required by IAS 34, Interim Financial Reporting.

The accounting standards and amendments to issued accounting standards and interpretations, which are relevant to the Group, but not yet effective on 30 June 2016 have not been early adopted. It is expected that, where applicable, these standards and amendments will be adopted on each respective effective date, except where specifically identified.

The audited summarised consolidated financial results for the 15 months ended 30 June 2016 have been prepared under the supervision of the Financial Director, JC Lemmer CA(SA).

2 Change in year-endAs announced by the Company on SENS on 22 March 2016, Sentula has, with effect from 30 June 2016, amended its financial year-end from 31 March to 30 June.

3 Accounting policiesThe significant accounting policies, judgements, estimates and methods of computation are in terms of IFRS and are consistent in all material respects with those applied in the annual financial statements for the year ended 31 March 2015 and are presented in South African rand, which is the functional and presentational currency.

There have been no material changes to the items measured at fair value as disclosed in the financial statements subsequent to 31 March 2015. The directors consider that the carrying amounts of financial assets and liabilities recorded at amortised cost approximate their fair values.

4 Assets and liabilities classified as held-for-saleSentula Coal transactionDuring the current period, Sentula Coal was classified as held-for-sale as a result of a merger agreement entered into between Sentula, Sentula Coal and Close-Up, as announced on SENS on 27 June 2016.

The result of the transaction is that Sentula will hold 40% of the shares in Close-Up, which will in addition to its existing operations, hold 50,5% of the shares in Sentula Coal, with Sentula Coal owning certain plant and equipment previously owned by Benicon.

Sentula Coal does not meet the criteria to be classified as a discontinued operation since it does not represent a separate major line of business, does not represent a major geographical area of operation and is reported as part of the opencast mining and earthmoving segment.

benicon Coal transactionBenicon Coal Proprietary Limited (“Benicon Coal”) and its subsidiary, Nkomati Anthracite Proprietary Limited (“Nkomati”), can no longer be classified as held-for-sale as the requirements of IFRS 5 are no longer met.

The prior year numbers on the income statement, statement of comprehensive income, and basic and headline loss per share have been restated to include Benicon Coal and Nkomati in continuing operations. In terms of IFRS 5, the statement of financial position for June 2016 includes these operations on a line-by-line basis. It is not a requirement that the prior periods be restated in the statement of financial position and these operations are therefore classified as held-for-sale at 31 March 2015.


4 Assets and liabilities classified as held-for-sale continued

R’000

AuditedJune 2016 Disposals

transferred(from)/to

held-for-sale

AuditedMarch2015

Assets held-for-saleProperty, plant and equipment 59 003 (2 791) (127 952) 189 746 Deferred tax asset – – (14 729) 14 729 Inventories – – (10 384) 10 384 Trade and other receivables 41 272 – 38 041 3 231 Cash and cash equivalents 4 899 – 3 499 1 400

105 174 (2 791) (111 525) 219 490 Liabilities held-for-saleRehabilitation provision – – (66 899) 66 899 Trade and other payables 27 170 – 26 036 1 134

27 170 – (40 863) 68 033

5 Rights issueDuring the first quarter of 2016, Sentula embarked on a partially underwritten renounceable rights offer in terms of which 100 rights offer shares were issued for every 100 shares held at a subscription price of 18 cents per rights offer share. The Company raised R104,58 million. Following the issue of the rights offer shares, the number of Sentula shares in issue is 1 167 564 491.

6 Contingent assetsDuring the year, judgement was granted in favour of the Golden Autumn Trust against Argent Industrial Limited (“Argent”) for payment of the sum of R8,8 million with interest on this sum a tempore more, as well as costs of the suit. Argent was granted leave to appeal this matter on 8 May 2015. Any funds recovered through the Golden Autumn Trust, net of costs, are paid over to Megacube Mining.

Argent’s claim against Sentula and Megacube was dismissed with costs.

7 Contingent liabilitiesKeaton sought, in one of its claims in the arbitration, compensation for the value of ROM coal allegedly not extracted amounting to R39,5 million based on 386 592 tons. As an alternative to this claim Keaton claimed an amount of R48,6 million in respect of the cost to remove the overburden above the coal allegedly not extracted. The higher amount of R48,6 million was provided for.

However, the arbitrator awarded Keaton tonnages substantially in excess of what it sought, namely for 657 583 tons ROM coal allegedly not extracted.

The additional 270 991 tons of ROM coal awarded under this claim, estimated value of R45 million, is challenged in the mentioned high court application. As a result, no further provision has been made above the compensation originally sought by Keaton.


noteS to tHe aUDIteD FInanCIaL StatementS continued

8 events after the reporting periodThe directors are not aware of any subsequent events that occurred between the reporting period up to the date of this report, not otherwise dealt within this report.

On 30 September 2016, Sentula issued a circular to shareholders where shareholders were advised that Sentula, Sentula Coal a 50,5% held subsidiary of Sentula, and Close-Up Mining have entered into a merger agreement in terms of which Sentula will dispose of its entire 50,5% shareholding in Sentula Coal to Close-Up at a value of R50 as well as Sentula’s claims against Sentula Coal in the amount of R50 million to Close-Up. In consideration thereof, Close-Up will allot and issue 40% of Close-Up shares to Sentula.

In addition, Benicon will dispose of certain selected plant and equipment to Sentula valued at open market value for R50 million which plant and equipment shall thereafter be disposed of by Sentula, to Sentula Coal for the same price.

Subsequent to period-end, Sentula Coal employed a substantial number of staff previously employed by Benicon. From 1 July 2016, Sentula Coal will be responsible for all Anglo Coal contracts historically executed by Benicon. As a result, Benicon was left with idle plant and equipment, certain debtors and some inventory. Benicon’s idle plant and equipment are being disposed of in an orderly fashion to raise the necessary cash to settle liabilities.

9 Going concernThe financial statements have been prepared on the going-concern basis. The basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

Although the current liabilities of the group exceed its current assets, due to the nature of these liabilities the directors have every reason to believe that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.

The Company restructured its debt in March 2016 and based on Sentula subsidiaries’ cash flow forecasts for the 2017 financial year, is expected to meet all its obligations during this period.

10 Audit opinionThese summary consolidated financial statements for the 15 months ended 30 June 2016 have been audited by PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor also expressed an unmodified opinion on the financial statements from which these summary consolidated financial statements were derived.

A copy of the auditor’s report on the summary consolidated financial statements and of the auditor’s report on the financial statements are available for inspection at the Company’s registered office, together with the financial statements identified in the respective auditor’s reports.


notICe oF annUaL GeneraL meetInG

Sentula Mining limitedIncorporated in the Republic of South Africa(Registration number 1992/001973/06) Share code: SNU ISIN: ZAE000107223 (“Sentula” or “the Company” or “the Group”)

If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your Central Securities Depository Participant (“CSDP”), broker, banker, attorney, accountant or other professional adviser immediately.

Notice is hereby given in terms of section 62(1) of the Companies Act 71 of 2008, as amended (“Companies Act”), that an annual general meeting (“annual general meeting”) of shareholders of the Company will be held at Ground Floor, Building 14, The Woodlands Office Park, Woodlands Drive, Woodmead, at 10:00 on Wednesday, 16 November 2016, to consider and, if deemed fit, to approve the resolutions referred to below, with or without modification.

The Board of Directors of the Company (“the Board”) has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies Act, the record date for the purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is Friday, 11 November 2016. Accordingly, the last day to trade Sentula shares in order to be recorded in the register to be entitled to vote will be Tuesday, 8 November 2016.

Report from Social and ethics CommitteeIn accordance with Regulation 43(5)(c) of the Companies Act, the chairman of the Social and Ethics Committee, or in his absence, any member of that Committee, will present the Committee’s report to shareholders at the annual general meeting

electronic participation in the general meetingThe Company will make provision for shareholders, or their proxies, to participate in the general meeting by way of electronic communication. Should you wish to participate in the general meeting by way of electronic communication, you will need to contact the Company at 011 656 1303 (contact person: Ina Cross) by Wednesday, 2 November 2016, so that the Company can provide for a teleconference dial-in facility. Please ensure that if you are participating in the general meeting via a teleconference facility that the voting proxies are sent through to the Company Secretary, Ms Ina Cross, so as to be received by no later than 10:00 on Wednesday, 9 November 2016.

The costs of accessing any means of electronic participation provided by the Company will be borne by the shareholder.


Notice of aNNual geNeral meetiNg continued

GeneralShareholders are reminded that:

• a shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in and vote at the annual general meeting in the place of the shareholder, and shareholders are referred to the form of proxy attached to this notice in this regard;

• a proxy need not also be a shareholder of the Company; and • in terms of section 63(1) of the Companies Act, any person attending or participating in an annual general meeting of shareholders must present reasonably satisfactory identification and the person presiding at the annual general meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified. A green bar-coded identification document issued by the South African Department of Home Affairs, a driver’s licence or a valid passport will be accepted as sufficient identification.

1. Ordinary resolution number 1 Approval of annual financial statements “Resolved as an ordinary resolution, that the consolidated audited annual financial

statements of the Company and the Group for the fifteen months ended 30 June 2016, including the directors’ report, the report of the auditors and the report of the Company’s Audit and Risk Committee, be and are hereby received and adopted.”

A copy of the annual financial statements appears on pages 41 to 111 of the Integrated Annual Report (available online).

2. Ordinary resolution number 2 Reappointment of auditors “Resolved as an ordinary resolution, that PricewaterhouseCoopers Inc. be and is hereby

reappointed as independent auditors of the Company and the Group, with Ms C Marais Roux being the individual registered auditor who has undertaken the audit of the Company and Group for the ensuing financial year until conclusion of the next annual general meeting, as nominated by the Company’s Audit and Risk Committee, and the Board is hereby being authorised to determine the auditors’ remuneration.”

3. Ordinary resolution number 3 Re-election of director retiring by rotation “Resolved as an ordinary resolution, that Ralph Patmore who retires by rotation at this

annual general meeting in accordance with the Company’s MoI, and, being eligible, offers himself for re-election as an independent non-executive director of the Company, be and is hereby elected as an independent non-executive director of the Company.”

An abbreviated curriculum vitae in respect of Ralph Patmore appears on page 6 of the Integrated Annual Report to which this notice is attached (available online).


4. Ordinary resolution number 4 Re-election of director retiring by rotation “Resolved as an ordinary resolution, that Mdu Gama retires by rotation at this annual

general meeting in accordance with the Company’s MoI, and, being eligible, offers himself for re-election as an independent non-executive director of the Company, be and is hereby elected as an independent non-executive director of the Company.”

An abbreviated curriculum vitae in respect of Mdu Gama appears on page 7 of the Integrated Annual Report to which this notice is attached (available online).

5. Ordinary resolution number 5 Ratification of appointment of non-executive director “Resolved as an ordinary resolution, that the appointment of Theunis de Bruyn as a

non-executive director of the Company, effective 15 June 2016, be and is hereby ratified.”

An abbreviated curriculum vitae in respect of Theunis de Bruyn appears on page 7 of the Integrated Annual Report to which this notice is attached (available online).

6. Ordinary resolution number 6 Re-election of Audit and Risk Committee member for the year ending 30 June 2017 “Resolved as an ordinary resolution, that Stephen Naudé be and is hereby re-elected as a

member of the Audit and Risk Committee of the Group for the year ending 30 June 2017.”

An abbreviated curriculum vitae in respect of Stephen Naudé appears on page 7 of the Integrated Annual Report to which this notice is attached (available online).

7. Ordinary resolution number 7 Re-election of Audit and Risk Committee member for the year ending 30 June 2017 “Resolved as an ordinary resolution, that Dalikhaya (Rain) Zihlangu be and is hereby

re-elected as a member of the Audit and Risk Committee of the Group for the year ending 30 June 2017, with effect from the end of this annual general meeting in terms of section 94(2) of the Companies Act.”

An abbreviated curriculum vitae in respect of Rain Zihlangu appears on page 7 of the Integrated Annual Report to which this notice is attached (available online).

8. Ordinary resolution number 8 Re-election of Audit and Risk Committee member for the year ending 30 June 2017 “Resolved as an ordinary resolution, that Mdu Gama be and is hereby re-elected as

member of the Audit and Risk Committee of the Group for the year ending 30 June 2017 be and is hereby approved with effect from the end of this annual general meeting in terms of section 94(2) of the Companies Act.”

An abbreviated curriculum vitae in respect of Mdu Gama appears on page 7 of the Integrated Annual Report to which this notice is attached (available online).



9. Ordinary resolution number 9 Endorsement of the Company’s remuneration policy “Resolved as an ordinary resolution, that the remuneration policy as tabled by the Board,

as more fully detailed on page 30 of the Integrated Annual Report (available online) to which this notice is attached, be and is hereby approved by way of a non-binding advisory vote of shareholders of the Company, in terms of the King III Report on Corporate Governance.”

The minimum percentage of voting rights that is required for all ordinary resolutions to be adopted at the annual general meeting, is more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting.

10. Special resolution number 1 Non-executive directors’ remuneration for the year ending 30 June 2017 “Resolved as a special resolution that, in terms of section 66(9) of the Companies Act , the

Company be and is hereby authorised to pay remuneration to non-executive directors for the financial year ending 30 June 2017 in respect of their positions as Board and committee members as follows:

R’ Fy2016 Fy2017

Retainer fees Annual Annual

Board Chairman 156 280 162 531Board member 69 458 72 236Audit and Risk Committee Chairman 65 290 67 902Audit and Risk Committee member 52 208 54 296

Meeting fees Per meeting Per meeting

Board fee – Chairman 31 256 32 506Board fee – member 20 837 21 670Board fee 5+ – Chairman 62 511 65 011Board fee 5+ – member 34 729 36 118Audit and Risk Committee fee – Chairman 24 483 25 462Audit and Risk Committee fee – member 19 593 20 377Audit and Risk Committee fee 4+ – Chairman 40 807 42 439Audit and Risk Committee fee 4+ – member 32 646 33 952Remuneration Committee fee – Chairman 32 646 33 952Remuneration Committee fee – member 26 084 27 127Nominations Committee fee – Chairman 32 646 33 952Nominations Committee fee – member 26 084 27 127Investment Committee fee – Chairman 32 646 33 952Investment Committee fee – member 26 084 27 127Other fees – member 26 084 27 127


In terms of section 66(9) of the Companies Act, a company is required to pre-approve the payment of remuneration to directors for their services as directors by means of a special resolution passed by the shareholders of the Company within the previous two years.”

11. Special resolution number 2 Financial assistance in terms of section 44 of the Companies Act 2008 “Resolved as a special resolution that, in terms of section 44 of the Companies Act, the

shareholders of the Company hereby approve of the Company providing, at any time and from time to time during the period of 2 (two) years commencing on the date of this special resolution, any direct or indirect financial assistance as contemplated in section 44 of the Companies Act to any person for the purpose of, or in connection with, the subscription for any option, or any securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any option or securities of the Company or a related or inter-related company, provided that:

(i) the recipient or recipients of such financial assistance; (ii) the form, nature and extent of such financial assistance; (iii) the terms and conditions under which such financial assistance is provided, are

determined by the Board from time-to-time; and (iv) The Board may not authorise the Company to provide any financial assistance

pursuant to this special resolution unless the Board meets all those requirements of section 44 of the Companies Act which it is required to meet in order to authorise the Company to provide such financial assistance.”

In terms of section 44 of the Companies Act, a company is required to approve the provision of financial assistance to any person for the purpose of, or in connection with, the subscription for any option or securities issued or to be issued by the Company or a related or inter-related company by means of passing a special resolution in terms of section 44 of the Companies Act.

12. Special resolution number 3 Financial assistance in terms of section 45 of the Companies Act 2008 “Resolved as a special resolution that, in terms of section 45 of the Companies Act, the

shareholders of the Company hereby approve of the Company providing, at any time and from time to time during the period of 2 (two) years commencing on the date of this special resolution, any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any 1 (one) or more related or inter-related companies or corporations of the Company and/or to any 1 (one) or more members of any such related or inter-related company or corporation and/or to any 1 (one) or more persons related to any such company or corporation, provided that:

(i) the recipient or recipients of such financial assistance; (ii) the form, nature and extent of such financial assistance; (iii) the terms and conditions under which such financial assistance is provided, are

determined by the Board of Directors from time to time;



(iv) the Board may not authorise the Company to provide any financial assistance pursuant to this special resolution unless the Board meets all those requirements of section 45 of the Companies Act which it is required to meet in order to authorise the Company to provide such financial assistance; and

(v) such financial assistance to a recipient thereof is, in the opinion of the Board, required for the purpose of:

(a) meeting all or any of such recipient’s operating expenses (including capital expenditure); and/or

(b) funding the growth, expansion, reorganisation or restructuring of the businesses or operations of such recipient; and/or

(c) funding such recipient for any other purpose which in the opinion of the Board is directly or indirectly in the interests of the Company.”

In terms of section 45 of the Companies Act, a company is required to approve the provision of financial assistance to a company within its group by means of passing a special resolution in terms of section 45 of the Companies Act. As part of the Company’s current Group operations, it provides financial assistance to subsidiaries and other related companies in its group.

Notice in terms of section 45(5) of the Companies Act in respect of special resolution number 3

Notice is hereby given to shareholders of the Company in terms of section 45(5) of the Companies Act of a resolution adopted by the Board authorising the Company to provide such direct or indirect financial assistance in respect of special resolution number 3:

(a) by the time that this notice of annual general meeting is delivered to shareholders of the Company, the Board will have adopted a resolution (“section 45 Board resolution”) authorising the Company to provide, at any time and from time to time during the period of 2 (two) years commencing on the date on which the special resolution is adopted, any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any one or more related or inter-related companies or corporations of the Company and/or to any one or more members of any such related or inter-related company or corporation and/or to any one or more persons related to any such company or corporation;

(b) the section 45 Board resolution will be effective only if and to the extent that the special resolution number 3 is adopted by the shareholders of the Company, and the provision of any such direct or indirect financial assistance by the Company, pursuant to such resolution, will always be subject to the Board being satisfied that:

(i) immediately after providing such financial assistance, the Company will satisfy the solvency and liquidity test as referred to in section 45(3)(b)(i) of the Companies Act; and that


(ii) the terms under which such financial assistance is to be given are fair and reasonable to the Company as referred to in section 45(3)(b)(ii) of the Companies Act; and

(c) in as much as the section 45 Board resolution contemplates that such financial assistance will in the aggregate exceed one-tenth of 1% (one percent) of the Company’s net worth at the date of adoption of such resolution, the Company hereby provides notice of the section 45 Board resolution to shareholders of the Company. Such notice will also be provided to any trade union representing any employees of the Company.

13. Special resolution number 4 General authority to repurchase the Company’s securities “Resolved as a special resolution, that the Board of Directors is hereby authorised, by way

of a general approval in terms of the provisions of the Listings Requirements of JSE Limited (“Listings Requirements”) and sections 46 and 48 of the Companies Act , and as permitted by the Company’s MoI, to approve the purchase of its own ordinary shares by the Company, and the purchase of ordinary shares in the Company by any of its subsidiaries, upon such terms and conditions and in such amounts as the Board may from time to time determine, subject to the Companies Act, the MoI of the Company and each of its subsidiaries and the Listings Requirements, provided that:

(i) the acquisition of the ordinary shares must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty;

(ii) this general authority shall only be valid until the earlier of the Company’s next annual general meeting or the expiry of a period of 15 (fifteen) months from the date of passing of this special resolution;

(iii) in determining the price at which the Company’s ordinary shares are acquired in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten percent) of the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately preceding the date on which the transaction is effected;

(iv) the acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 20% (twenty percent) of the Company’s issued ordinary share capital;

(v) the Company may only effect the repurchase once a resolution has been passed by the Board confirming that the Board has authorised the repurchase, that the Company has passed the solvency and liquidity test (”test“) and that since this was done there have been no material changes to the financial position of the Group;

(vi) the Company or its subsidiaries may not acquire ordinary shares during a prohibited period as defined in the Listings Requirements, unless a repurchase programme is in place where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;



(vii) an announcement will be published once the Company has cumulatively repurchased 3% (three percent) of the number of the ordinary shares in issue at the time this general authority is granted (“initial number”), and for each 3% (three percent) in aggregate of the initial number acquired thereafter; and

(viii) at any point in time, the Company may only appoint one agent to effect any acquisition/s on its behalf”.

Although there is no immediate intention to effect a repurchase of the Company’s securities, the directors would utilise this general authority as and when suitable opportunities arise.

The purpose of the special resolution is to grant the Company’s Board a general authority, up to and including the date of the following annual general meeting of the Company, to approve the Company’s purchase of shares in itself, or to permit a subsidiary of the Company to purchase shares in the Company.

The minimum percentage of voting rights that are required for all special resolution to be adopted at this annual general meeting, is at least 75% (seventy-five percent) of the votes exercised on the resolution by shareholders present or represented by proxy at the annual general meeting.

Other disclosure in terms of the Listings Requirements Further to special resolution number 4, the Listings Requirements require the following

disclosures, which are contained in the Integrated Annual Report (available online) of which this notice forms part:

(i) major shareholders of Sentula – page 111; and (ii) share capital of the Company – page 88.

Material change Other than the proposed transaction with Close-Up Mining Propriety Limited as announced

on SENS on 27 June 2016 whereby Sentula will dispose of it’s investment in Sentula Coal, there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the Company’s financial year-end and the date of this notice.

Directors’ responsibility statement The directors, whose names are given on pages 6 to 7 of the Integrated Annual Report

(available online) of which this notice forms part, collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution number 4 and certify that to the best of their knowledge and belief there are no facts in relation to special resolution number 4 that have been omitted which would make any statement in relation to special resolution number 4 false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that special resolution number 4, together with this notice, contains all information required by law and the Listings Requirements in relation to special resolution number 4.


Adequacy of working capital At the time that the repurchase contemplated in special resolution number 4 is to take

place, the Board will ensure that, after considering the effect of the maximum repurchase and for a period of 12 (twelve) months thereafter:

• the Company and its subsidiaries will be able to pay their debts as they become due in the ordinary course of business;

• the consolidated assets of the Company and its subsidiaries, fairly valued in accordance with International Financial Reporting Standards, will be in excess of the consolidated liabilities of the Company and its subsidiaries;

• the issued share capital and reserves of the Company and its subsidiaries will be adequate for the purpose of the ordinary business of the Company and its subsidiaries; and

• the working capital available to the Company and its subsidiaries will be sufficient for the Company and its subsidiaries’ requirements.

14. Ordinary resolution number 10 Directors’ authority to take all such actions necessary to implement the resolutions

contained in this notice “Resolved as an ordinary resolution, that any director of the Company be and is hereby

authorised to do all such things, sign all such documents and take all such actions as may be necessary for or incidental to the implementation of the ordinary and special resolutions approved in accordance with the provisions of this notice of annual general meeting.”

The minimum percentage of voting rights that is required for this ordinary resolution to be adopted, is more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and further subject to the provisions of the Companies Act, the MoI of the Company and the Listings Requirements of the JSE.

Other businessTo transact such other business as may be required at this annual general meeting.

Voting and proxiesA shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend and act in his/her stead. A proxy need not be a member of the Company. For the convenience of registered members of the Company, a form of proxy is attached hereto.



The attached form of proxy is only to be completed by those ordinary shareholders who:(i) hold ordinary shares in certificated form; or(ii) are recorded on the sub-register in “own-name”dematerialised form.

Ordinary shareholders who have dematerialised their ordinary shares through a CSDP or broker without “own-name” registration and who wish to attend the annual general meeting, must instruct their CSDP or broker to provide them with the relevant letter of representation to attend the annual general meeting in person or by proxy and vote. If they do not wish to attend the annual general meeting in person or by proxy and vote, they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.

Forms of proxy should be forwarded to reach the transfer secretaries, Computershare Investor Services Proprietary Limited, at least48 (forty-eight) hours excluding Saturdays, Sundays and public holidays in South Africa, before the time of the annual general meeting. Forms of proxy may also be obtained from the Company’s registered office.

By order of the Board

Ina CrossCompany Secretary

30 September 2016Johannesburg


Sentula Mining limitedIncorporated in the Republic of South Africa(Registration number 1992/001973/06) Share code: SNU ISIN: ZAE000107223(“Sentula” or “the Company” or “the Group”)

For use only by ordinary shareholders who:• hold ordinary shares in certificated form (“certificated ordinary shareholders”); or• have dematerialised their ordinary shares (“dematerialised ordinary shareholders”) and are registered with “own-name” registration, at the annual general

meeting of ordinary shareholders of the Company to be held at Ground Floor, Building 14, The Woodlands Office Park, Woodlands Drive, Woodmead, at 10:00 on Wednesday, 16 November 2016 and any adjournment thereof.

Dematerialised ordinary shareholders holding ordinary shares other than with “own-name” registration who wish to attend the annual general meeting must inform their CSDP or broker of their intention to attend the annual general meeting and request their CSDP or broker to issue them with the relevant Letter of Representation to attend the annual general meeting in person or by proxy and vote. If they do not wish to attend the annual general meeting in person or by proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. These ordinary shareholders must not use this form of proxy.

I/We (BLOCK LETTERS please)

of (address)

Telephone work Telephone home Mobile

Email address

being the holder/custodian of ordinary shares in the Company, hereby appoint (see note):

1. or failing him/her,

2. or failing him/her,

3. the Chairperson of the annual general meeting,as my/our proxy to attend and act for me/us on my/our behalf at the annual general meeting of the Company convened for the purpose of considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions to be proposed thereat (“resolutions”) and at each postponement or adjournment thereof and to vote for and/or against such resolutions, and/or abstain from voting, in respect of the ordinary shares in the issued share capital of the Company registered in my/our name/s in accordance with the following instructions:

Number of ordinary sharesFor Against Abstain

1. Ordinary resolution number 1To receive, consider and adopt the annual financial statements of the Company and the Group for the financial year ended 30 June 2016

2. Ordinary resolution number 2To confirm the reappointment of PricewaterhouseCoopers Inc. as independent auditors of the Company and the Group, with Ms C Marais Roux being the individual registered auditor

3. Ordinary resolution number 3To approve the re-election as director of Ralph Patmore who retires by rotation and, being eligible, offers himself for re-election

4. Ordinary resolution number 4To approve the re-election as director of Mdu Gama who retires by rotation and, being eligible, offers himself for re-election

5. Ordinary resolution number 5To ratify the appointment of non-executive director Theunis de Bruyn

6. Ordinary resolution number 6To re-elect Stephen Naudé as member of the Audit and Risk Committee for the year ending 30 June 2017

7. Ordinary resolution number 7To re-elect Dalikhaya (Rain) Zihlangu as member of the Audit and Risk Committee for the year ending 30 June 2017

8. Ordinary resolution number 8To re-elect Mdu Gama as member of the Audit and Risk Committee for the year ending 30 June 2017

9. Ordinary resolution number 9To endorse the Company’s remuneration policy

10. Special resolution number 1To approve the non-executive directors’ remuneration for the year ending 30 June 2017

11. Special resolution number 2Financial assistance in terms of section 44 of the Companies Act 2008

12. Special resolution number 3Financial assistance in terms of section 45 of the Companies Act 2008

13. Special resolution number 4General authority to repurchase the Company’s securities

14. Ordinary resolution number 10Directors’ authority to take all such actions necessary to implement the resolutions contained in this notice

Please indicate instructions to proxy in the space provided above by the insertion therein of the relevant number of votes exercisable.

A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and act in his/her stead.

A proxy so appointed need not be a member of the Company.

Signed at on 2016

Signature

Assisted by (where applicable)

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

Form oF Proxy


noteS to tHe Form oF Proxy

1. The form of proxy must only be used by shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in “own name”.

2. All other beneficial owners who have dematerialised their shares through a CSDP or broker and wish to attend the annual general meeting must provide the CSDP or broker with their voting instructions in terms of the relevant agreement entered into between them and the CSDP or broker.

3. A shareholder entitled to attend and vote at the annual general meeting may insert the name of a proxy or the names of two alternate proxies of the shareholder’s choice in the space provided, with or without deleting “the Chairperson of the annual general meeting”. The person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of such proxy(ies) whose names follow.

4. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each ordinary share held. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit in respect of all of the shareholder’s votes exercisable thereat. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.

5. A vote given in terms of an instrument of proxy shall be valid in relation to the annual general meeting notwithstanding the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the aforementioned matters shall have been received by the transfer secretaries not less than 48 hours before the commencement of the annual general meeting.

6. If a shareholder does not indicate on this form that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the annual general meeting be proposed, such proxy shall be entitled to vote as he/she thinks fit.

7. The Chairperson of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than in compliance with these notes.

8. A shareholder’s authorisation to the proxy, including the Chairperson of the annual general meeting, to vote on such shareholder’s behalf, shall be deemed to include the authority to vote on procedural matters at the annual general meeting.

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

10. Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the Company’s transfer secretaries or is waived by the Chairperson of the annual general meeting.

11. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the transfer secretaries of the Company.

12. Where there are joint holders of shares:• anyoneholdermaysigntheformofproxy;• thevote(s)oftheseniorshareholders(forthatpurpose seniority will be determined by the order in which the names of

shareholders appear in the Company’s register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).

13. Forms of proxy should be lodged with or mailed to the transfer secretaries, Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received by no later than 10:00 (SA time) on Monday, 14 November 2016 (or 48 (forty-eight) hours before any adjournment of the annual general meeting which date, if necessary, will be notified on SENS).

14. A deletion of any printed matter and the completion of any blank space need not be signed or initialled. Any alteration or correction must be signed and not merely initialled.

Summary of the rights of a shareholder to be represented by proxy, as set out in section 58 of the Companies ActA proxy appointment must be in writing, dated and signed by the shareholder appointing a proxy and, subject to the rights of a shareholder to revoke such appointment (as set out below), remains valid only until the end of the relevant shareholders’ meeting.

A proxy may delegate the proxy’s authority to act on behalf of a shareholder to another person, subject to any restrictions set out in the instrument appointing the proxy.

The appointment of a proxy is suspended at any time and to the extent that the shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as a shareholder.

The appointment of a proxy is revocable by the shareholder in question cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of:(a) the date stated in the revocation instrument, if any; and(b) the date on which the revocation instrument is delivered to the Company as required in the first sentence of this paragraph.

If the instrument appointing the proxy or proxies has been delivered to the Company, as long as that appointment remains in effect, any notice that is required by the Act or the Company’s MoI to be delivered by the Company to the shareholder, must be delivered by the Company to:(a) the shareholder; or(b) the proxy or proxies, if the shareholder has: (i) directed the Company to do so in writing; and (ii) paid any reasonable fee charged by the Company for doing so.

Attention is also drawn to the “Notes to proxy”.

The completion of a form of proxy does not preclude any shareholder from attending the annual general meeting.


aDmInIStratIon

Sentula Mining limitedIncorporated in the Republic of South Africa(Registration number 1992/001973/06) Share code: SNUISIN: ZAE000107223

Registered officeGround Floor, Building 14 The Woodlands Office Park Woodlands Drive, Woodmead, 2080(PO Box 76, Woodlands Office Park Woodmead, 2080)

Telephone: 011 656 1303Facsimile: 011 656 1300

Company SecretaryGC CrossGround Floor, Building 14The Woodlands Office Park Woodlands Drive, Woodmead, 2080(PO Box 76, Woodlands Office Park Woodmead, 2080)

Telephone: 011 656 1303

Auditors external PricewaterhouseCoopers Inc.2 Eglin Road, Sunninghill, 2157 (Private Bag X36, Sunninghill, 2157)

Telephone: 011 797 4000

InternalbDo22 Wellington Road, Parktown, 2193 (Private Bag X60500, Houghton, 2041)

Telephone: 010 060 5000

Legal advisersbaker & mcKenzie1 Commerce Square, 39 Rivonia Road Sandhurst, Johannesburg, 2196

Telephone: 011 911 4300

bankersthe Standard bank of South africa LimitedCorporate and Investment Banking3rd Floor, 30 Baker Street, Rosebank, 2107 (PO Box 61029, Marshalltown, 2107)

Telephone: 011 721 9000

the Hongkong and Shanghai banking Corporation Limited2 Exchange Square, 85 Maude Street Sandown, 2196 (Private Bag X785434, Sandton, 2146)

Telephone: 011 676 4200

Sanlam Capital marketsDebt Structuring Unit3A Summit Road, Dunkeld West Johannesburg, 2196 (PO Box 411420, Craighall, 2024)

Telephone: 011 778 6000

Share transfer secretariesComputershare Investor Services Proprietary Limited70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)

Telephone: 011 370 5757

SponsorQuestco Proprietary LimitedFirst Floor, Yellowwood HouseBallywoods Office Park33 Ballyclare Drive, Bryanston, 2192(PO Box 98956, Sloane Park, 2152)

Telephone: 011 011 9200

Public relations/CommunicationsGround Floor, Building 14The Woodlands Office ParkWoodlands Drive, Woodmead, 2080(PO Box 76, Woodlands Office Park Woodmead, 2080)

Telephone: 011 656 1303

Websitewww.sentula.co.za


SHareHoLDerS’ DIary

Financial year-end 30 June 2016

Audited results announced 30 September 2016

Reports and profit statement

Integrated Annual Report published 30 September 2016

Annual general meeting 16 November 2016

Half-year interim review 28 February 2017

BASTION GRAPHICS

www.sentula.co.za

notice of annual general meeting 2016

Documents