Orthotouch

SECOND MEETING OF CREDITORS / CREDITORS’ REPRESENTATIVES OF THE COMPANY IN TERMS OF SECTION 151(1) OF THE COMPANIES ACT 71 OF 2008, AS AMENDED (“The Companies Act”) FOR:

ZEPHAN PROPERTIES PTY LTD (IN BUSINESS RESCUE) (“the COMPANY”) (REGISTRATION NUMBER 2003/020174/07)

Meeting held on Friday, 31 March 2023, at 12h00 virtually via Zoom:

Title: Zephan Properties (Pty) Ltd (in BR) | 2nd Creditors VOTING Meeting
Time: 31 March 2023 at 12h00

Online Meeting Details

The link to join the meeting will be available on the following site from 09h00 on 31 March 2023: https://orthotouch.creditorsinfo.org/of/ortho/

Please note that there will be TWO available links, one being a zoom meeting link and the other being a link to a live YouTube channel whereby you can view the meeting in real time.

AGENDA:

(a) Creditors to consider the process, timelines and extended timelines
(b) Vote on the considered process, timelines and extended timelines.

(a) Creditors to consider the business rescue plan in respect of the Company (“the plan”), in terms of Section 152(1)(a) of the Companies Act.

(b) The Business Rescue Practitioner (“BRP”) to inform the meeting whether or not he believes that there is a reasonable prospect that the Company can be rescued. (Section 152(1)(b) of the Companies Act);

(c) Opportunity for employees’ representatives, if any, to address the meeting (Section 152(1)(c) of the Companies Act);

(d) Discuss, entertain and conduct a vote on any motions to (i) amend the plan in any manner as moved and seconded by the majority of the creditors’ voting interests and satisfactory to the BRP; or (ii) direct the BRP to adjourn the meeting in order to revise the plan for further consideration (Section 152(1)(d) of the Companies Act).

(e) Call for a vote for preliminary approval of proposed plan (as amended if applicable) – but if the meeting has been adjourned in terms of section 152(1)(d)(ii) of the Companies Act, this fifth step does not need to be conducted.

Section 152(2) of the Companies Act 71 of 2008, as amended:

“In a vote called … [for the preliminary approval of the proposed plan] … the proposed business rescue plan will be approved on a preliminary basis if it was supported by the holders of more than 75% of the creditors’ voting interests that were voted; and the votes in support of the proposed plan included at least 50 % of the independent creditors’ voting interests, if any, that were voted.”

(f) In terms of Section 143 (3) & (4) the BRP is to call for a vote on the BRP’s remuneration agreement as presented in the BR Plan. The remuneration agreement is final and binding on the Company if it is approved by (a) the holders of a majority of the creditors’ voting interests, as determined in accordance with section 145 (4) to (6), present and voting at a meeting called for the purpose of considering the proposed agreement; and (b) the holders of a majority of the voting rights attached to any shares of the company that entitle the shareholder to a portion of the residual value of the company on winding-up, present and voting at a meeting called for the purpose of considering the proposed agreement.

General discussion / questions.

SECOND MEETING OF CREDITORS OF THE ZEPHAN PROPERTIES PTY LTD IN TERMS OF SECTION 151(1) OF THE COMPANIES ACT