1. On 6 October 2025, the National Board of the National Horseracing Authority of Southern Africa (the "NHA"), received a written requisition signed by not less than 100 Members to call a Special General Meeting ("SGM") in terms of clause 13 of the Constitution to, inter alia, consider, and if deemed appropriate, approve the amendment of the Constitution ("Requisition"). 

2. In terms of clauses 13 and 26 of the Constitution of the NHA, any amendment to the Constitution shall be by way of a special resolution passed at a SGM called for that purpose. 

3. Subsequent to receiving the Requisition, the National Board has engaged with the "concerned stakeholders" representing the requisitioning Members on the content of the proposed amendments to the Constitution and is supportive of and endorses the proposed amendments. Accordingly, at a special meeting held for this purpose the National Board resolved to call for the SGM to be held on 19 November 2025. 

4. In the circumstances, the National Board hereby gives notice to members that the SGM will be held as follows: 

Date:                         Wednesday, 19 November 2025. 

Time:                         12h00. 

Venue:                       In person at the Head Office of the NHA, Turffontein Racecourse, 14 Turf Club Street, Turffontein, Johannesburg. 

Or send your Proxy to This email address is being protected from spambots. You need JavaScript enabled to view it.           For proxy forms [click here].  

5. Object of the Special General Meeting 

• The object of the SGM is to consider, and if deemed appropriate, to approve, in accordance with clause 26 of the Constitution, the amendment of the Constitution by the replacement thereof in its entirety with the new Constitution enclosed with this notice ("New Constitution"). 

• If the New Constitution is adopted by the Members, all National Board Directors (save for the Chief Executive) will be obligated to resign at the close of the SGM called to pass the requisite resolution/s to amend the Constitution as herein provided, but shall remain eligible for re-appointment. Immediately following the close of the SGM, a meeting of the Nominations Committee (as reconstituted in terms of the New Constitution) shall be convened to consider the appointment of the vacancies on the National Board.  

6. Business of the Special General Meeting 

6.1 Pursuant to clause 13 of the Constitution, the following resolutions will be proposed for consideration and, if deemed appropriate, approval by the members at the SGM: 

• Special Resolution 1 

"Resolved that in terms of clause 26.1 of the Constitution, the Constitution be amended by substituting it in its entirety with the New Constitution, a copy of which is included in the notice of the Special General Meeting, with effect from the date of the date of adoption of this resolution." 

Information relating to Special Resolution 1

The amendments to the Constitution are proposed in order to align the Constitution with principles of good governance and best practice and to amend provisions that are no longer fit for purpose or reflective of the practical realities of the NHA’s operations. 

A detailed rationale for each substantive / material amendment to the Constitution is set out in the rationale document made available to all Members and included in the notice of the SGM. 

• Ordinary Resolution 1 

"Resolved that, subject to the adoption of Special Resolution 1, the Members hereby note the resignation of the existing directors of the National Board on and with effect from the close of this Special General Meeting, and to the extent that any Director fails and/or refuses to resign, he or she is deemed to have resigned and/or vacated his/her position as Director with effect from the close of this Special General Meeting in accordance with clause 16.9.1.2 of the New Constitution." 

Information relating to Ordinary Resolution 1 

This resolution is proposed to give effect to the reconstitution of the National Board in accordance with the New Constitution (see clause 16.9 of the New Constitution, "Interim Arrangements"). The intent is to ensure that, upon adoption of the New Constitution, the composition of the National Board aligns with the governance framework, structure, and appointment procedures prescribed therein. The existing directors (save for the Chief Executive) will therefore vacate office at the close of the SGM, but shall remain eligible for re-appointment, to allow for the appointment of directors under the terms of the New Constitution, thereby ensuring continuity of governance under the updated constitutional framework. 

7. Documents available for Inspection 

The following documents are available for Members to review in advance of the SGM: 

• The New Constitution (as proposed to be adopted) [click here]
• Summary of the rationale for the proposed amendments [click here]
• Concerned Stakeholders response to Susan Rowett [click here] 

By order of the National Board

Vee Moodley                                                                                   27 October 2025

Chief Executive