6. ORDINARY RESOLUTION NUMBER 5
General authority over unissued shares
“Resolved that 26.4 million (5% of issued share capital) of the unissued authorised ordinary shares in the Company (which for the purposes of the JSE Listings Requirements and these resolutions shall include treasury shares) and, in addition, the 92.3 million unissued authorised ordinary shares specifically approved for issue in terms of the Company’s share incentive schemes, be and are hereby placed under the control of the directors until the next annual general meeting, subject to the provisions of the Companies Act and the JSE Listings Requirements and the condition that no issue of these shares will be made if it could have the effect of changing control of the Company.”
Except for the shares previously allocated to the Company’s share incentive schemes, no issue of these shares is contemplated at the present time and no issue will be made that could effectively change the control of the Company without the prior approval of shareholders in a general meeting.
7. ORDINARY RESOLUTION NUMBER 6
General authority to issue shares or other equities for cash
“Resolved that, subject to not less than 75% (seventy-five percent) of the votes cast by those shareholders of the Company present in person or represented by proxy to vote at this annual general meeting voting in favour of this ordinary resolution, the directors of the Company be and are hereby authorised by way of a general authority to issue (which shall for the purpose of the JSE Listings Requirements include the sale of treasury shares) for cash (as contemplated in the JSE Listings Requirements) all or any of the authorised but unissued shares in the capital of the Company, including options and convertible securities, as and when they in their discretion deem fit, subject to the Companies Act, the Articles of Association of the Company and the JSE Listings Requirements as presently constituted and which may be amended from time to time, and provided that such issues for cash may not, in the aggregate, in any 1 (one) financial year, exceed 5% (five percent) of the number of the shares of the relevant class of shares issued prior to such issue.
Additional requirements imposed by the JSE Listings Requirements
It is recorded that the Company may only make an issue of shares for cash if the following JSE Listings Requirements are met:
a. |
the shares which are the subject of the issue for cash must
be of a class already in issue, or where this is not the case,
must be limited to such shares or rights that are convertible
into a class already in issue; |
b. |
the general authority shall only be valid until the Company’s
next annual general meeting provided that it shall not
extend beyond 15 (fifteen) months from the date of passing
of this ordinary resolution; |
c. |
a paid press announcement will be published giving full
details, including the number of shares issued, the average
discount to the weighted average traded price of the shares
over the 30 days prior to the date that the price of the issue
was determined or agreed by the directors of the Company
and the expected effect on the net asset value per share,
net tangible asset value per share, earnings per share and
headline earnings per share, at the time of any issue
representing, on a cumulative basis within 1 (one) financial
year, 5% (five percent) or more of the number of shares in
issue prior to the issue in accordance with the JSE Listings
Requirements; |
d. |
that issues in the aggregate in any 1 (one) financial year
may not exceed 15% (fifteen percent) of the number of the
shares of the Company in issue of that class of equity
securities before such issue, taking into account the dilution
effect of convertible equity securities and options in
accordance with the JSE Listings Requirements; |
e. |
in determining the price at which an issue of shares may be
made in terms of this general authority, the maximum
discount permitted will be 10% (ten percent) of the
weighted average traded price on the JSE of those shares
measured over the 30 (thirty) business days prior to the
date that the price of the issue is determined or agreed by
the directors of the Company; and |
f. |
any issue will only be made to “public shareholders” as
defined by the JSE Listings Requirements and not to related
parties.” |
8. ORDINARY RESOLUTION NUMBER 7
Directors’ authority to implement Company resolutions
“Resolved that each and every director of the Company be and is hereby authorised to do all such things and sign all such documents as may be necessary for or incidental to the implementation of the resolutions passed at this meeting.”
9. TO TRANSACT SUCH OTHER BUSINESS THAT MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING
GENERAL INSTRUCTIONS AND INFORMATION
The annual report to which this notice of this annual general meeting is attached provides details of:
- the directors and managers of the Company are found here;
- the major shareholders of the Company are found here;
- the directors’ shareholding in the Company are found in note 3;
- the share capital of the Company in note 6 on page 122; and
- an analysis of the shareholders is found here.
There are no material changes to the Group’s financial or trading position, nor are there any material, legal or arbitration proceedings (pending or threatened) that may affect the financial position of the Group between 28 February 2009 and the reporting date.
The directors, whose names are given here in the annual report, collectively and individually accept full responsibility for the accuracy of the information given 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 annual report and this notice contains all information required by law and the JSE Listings Requirements.
All shareholders are encouraged to attend, speak and vote at the annual general meeting.
If you hold certificated shares (i.e. have not dematerialised your shares in the Company) or are registered as an own name dematerialised shareholder (i.e. have specifically instructed your Central Securities Depository Participant (“CSDP”) to hold your shares in your own name on the Company’s subregister) then:
- you may attend and vote at the annual general meeting; alternatively
- you may appoint a proxy to represent you at the annual general meeting by completing the attached form of proxy and returning it to the registered office of the Company or to the transfer secretaries, Computershare Investor Services (Proprietary) Limited, the details of which are set out out here in the annual report, by no later than 10h00 on Wednesday, 10 June 2009, being 48 hours prior to the time appointed for the holding of the annual general meeting.
Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE’s electronic settlement system, Share Transactions Totally Electronic (“STRATE”)) held through a CSDP or broker and are not registered as an “own name dematerialised shareholder”, then you are not a registered shareholder of the Company, but your CSDP or broker (or their nominee) would be.
Accordingly, in these circumstances, subject to the mandate between yourself and your CSDP or broker (or their nominee), as the case may be:
- if you wish to attend the annual general meeting you must contact your CSDP or broker (or their nominee), as the case may be, and obtain the relevant letter of representation from it; alternatively
- if you are unable to attend the annual general meeting but wish to be represented at the meeting, you must contact your CSDP or broker (or their nominee), as the case may be, and furnish it with your voting instructions in respect of the annual general meeting and/or request it to appoint a proxy. You should not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be.
CSDPs, brokers or their nominees, as the case may be, recorded in the Company’s subregister as holders of dematerialised shares held on behalf of an investor/beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares in the Company, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the registered office of the Company or to the transfer secretaries, Computershare Investor Services (Proprietary) Limited, the details of which are set out here in the annual report, by no later than 10h00 on Wednesday, 10 June 2009, being 48 hours prior to the time appointed for the holding of the annual general meeting.
By order of the board
G F Lea
Company Secretary
Cape Town
4 May 2009
|
