| 1. |
Ordinary resolution number 1 – adoption of annual
financial statements |
| |
To receive and adopt the annual financial statements for the
year ended
30 June 2007. |
| 2. |
Ordinary resolutions numbers 2.1 to 2.5 |
| |
To re-elect Messrs H Adams and L Boyd, Ms LM Mojela,
Messrs E Oblowitz and PEI Swartz as directors by way of
separate resolutions, who retire in accordance with the
provisions of the company's articles of association. (Please refer
to a brief CV of
each director standing for re-election in the annual report for.) |
| 3. |
Ordinary resolutions numbers 3.1 to 3.8 – directors’ fees |
| |
To approve fees payable to the non-executive directors in
respect of the financial year ending 30 June 2008, as follows: |
| |
3.1 |
to the chairman of the board, R932 000; |
| |
3.2 |
for their services as directors, R157 500 each; |
| |
3.3 |
to the chairman of the audit committee, R136 000; |
| |
3.4 |
to the other members of the audit committee, R68 000
each; |
| |
3.5 |
to the chairman of the remuneration and nomination
committee, R102 000; |
| |
3.6 |
to the other members of the remuneration and nomination
committee,
R51 000 each; |
| |
3.7 |
to the chairman of the risk committee, R91 000; and |
| |
3.8 |
to the other members of the risk committee, R45 500
each. |
| SPECIAL BUSINESS |
| 4. |
Special resolution – General authority to repurchase
shares |
| |
To consider and, if deemed fit, to pass, with or without
modification, the following special resolution: |
| |
'RESOLVED that the directors be and are hereby authorised to
approve and implement the acquisition by the company (or a
subsidiary of the company up to a maximum of 10% (ten
percent) of the number of issued ordinary shares of the
company), of ordinary shares issued by the company by way of
a general authority, which shall only be valid until the company's
next annual general meeting, unless it is then renewed,
provided that it shall not extend beyond 15 (fifteen) months
from the date of the passing of the special resolution, whichever period is the shorter, in terms of the Companies Act 1973, and
the rules and requirements of the JSE Limited (JSE) which
provide, inter alia, that the company may only make a general
repurchase of its ordinary shares subject to: |
| |
– |
the repurchase being implemented through the order book
operated by the JSE trading system, without prior
understanding or arrangement between the company and
the counterparty; |
| |
– |
the company being authorised thereto by its articles of
association; |
| |
– |
repurchases not being made at a price greater than 10%
(ten percent) above the weighted average of the market
value of the ordinary shares for the 5 (five) business days
immediately preceding the date on which the transaction
was effected; |
| |
– |
an announcement being published as soon as the company
has repurchased ordinary shares constituting, on a cumulative
basis, 3% (three percent) of the initial number of ordinary
shares, and for each 3% (three percent) in aggregate of the
initial number of ordinary shares repurchased thereafter,
containing full details of such repurchases; |
| |
– |
repurchases not exceeding 20% (twenty percent) in
aggregate of the company's issued ordinary share capital in
any one financial year; |
| |
– |
the company's sponsor confirming the adequacy of the
company's working capital for purposes of undertaking the
repurchase of ordinary shares in writing to the JSE upon
entering the market to proceed with
the repurchase; |
| |
– |
the company remaining in compliance with paragraphs 3.37
to 3.41 of the JSE Listings Requirements concerning
shareholder spread after such repurchase; |
| |
– |
the company and/or its subsidiaries not repurchasing
securities during a prohibited period as defined in paragraph
3.67 of the JSE Listings Requirements, unless it has in place
a repurchase programme where the dates and quantities of
securities to be traded during the relevant period are fixed
and full details of the programme have been disclosed
in an announcement published on SENS prior to the
commencement of the prohibited period; and |
| |
– |
the company only appointing one agent to effect any
repurchases on its behalf.' |
| |
The directors, having considered the effects of the repurchase of
the maximum number of ordinary shares in terms of the
aforegoing general authority, are of the opinion that for a
period of 12 (twelve) months after the date of the notice of the
annual general meeting: |
| |
– |
the company and the group will be able, in the ordinary
course of business, to pay its debts; |
| |
– |
the working capital of the company and the group will be
adequate for ordinary business purposes; |
| |
– |
the assets of the company and the group, fairly valued in
accordance with generally accepted accounting practice, will exceed the liabilities of the company and the group; and |
| |
– |
the company's and the group's ordinary share capital and
reserves will be adequate for ordinary business purposes. |
| |
The following additional information, some of which may appear
elsewhere in the annual report, is provided in terms of the JSE Listings
Requirements for purposes of this general authority: |
| |
– |
directors and management |
| |
– |
major beneficial shareholders |
| |
– |
directors’ interests in ordinary shares |
| |
– |
share capital of the company |
| |
The directors whose names appear in the
annual report, are not aware of any legal or arbitration proceedings,
including proceedings that are pending or threatened, that may have
or have had in the recent past, being at least the previous 12 (twelve)
months, a material effect on the group's financial position. |
| |
Directors’ responsibility statement |
| |
The directors, whose names appear in the
annual report, collectively and individually accept full responsibility for
the accuracy of the information pertaining to this special resolution
and certify that, to the best of their knowledge and belief, there are
no facts that have been omitted which would make any statement
false or misleading, and that all reasonable enquiries to ascertain such
facts have been made and that the special resolution contains all
information required by law and the JSE Listings Requirements. |
| |
Material changes |
| |
Other than the facts and developments reported on in the annual
report, there have been no material changes in the affairs or financial
position of the company and its subsidiaries since the date of
signature of the audit report and up to the date of this notice. |
| |
The directors have no specific intention, at present, for the company
to repurchase any of its shares but consider that such a general
authority should be put in place should an opportunity present itself to do so during the year which is in the best interests of the company
and its shareholders. |
| |
The reason for and effect of the special resolution is to grant the
directors of the company a general authority in terms of the
Companies Act 1973 and the JSE Listings Requirements for the
repurchase by the company (or by a subsidiary of the company) of the
company's ordinary shares. |
| |
Any member holding shares in certificated form or recorded on the
company's sub-register in electronic dematerialised form in 'own
name' and entitled to attend and vote, is entitled to appoint a proxy
or proxies to attend, speak and vote at the annual general meeting in
his stead, and the proxy so appointed need not be a member of the
company. |
| |
Proxy forms should be forwarded to reach the offices of the
company's transfer secretaries, Computershare Investor Services 2004
(Proprietary) Limited, at the addresses appearing below, no less than
24 hours before the time appointed for the holding of the annual
general meeting. A proxy form is enclosed for
this purpose. |
| |
All beneficial owners whose shares have been dematerialised through
a Central Securities Depository Participant ('CSDP') or broker other
than with 'own name' registration, must provide the CSDP or broker
with their voting instructions in terms of their custody agreement
should they wish to vote at the annual general meeting. Alternatively,
they may request the CSDP or broker to provide them with a letter of
representation, in terms of their custody agreement, should they wish
to attend the annual general meeting. |
| |
In order to more effectively record the votes and give effect to the
intentions of shareholders, voting on all resolutions will be conducted
by way of a poll.
By order of the board |
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 |
| |
SA BAILES |
| |
Group Secretary |
| |
5 November 2007 |
| |
Postal address |
| |
Computershare Investor Services 2004 (Proprietary) Limited
PO Box 61051, Marshalltown 2107, Gauteng, Republic of
South Africa |
| |
Delivery address |
| |
Computershare Investor Services 2004 (Proprietary) Limited
Ground floor, 70 Marshall Street, Johannesburg, Gauteng,
Republic of South Africa |
