Notice of annual general meeting
Petmin Limited
(Incorporated in the Republic of South Africa)
(Registration number 1972/001062/06)
(JSE share code: PET)
ISIN: ZAE000076014
(“Petmin” or “the Company”)
Notice is hereby given that the annual general meeting of the
Company will be held on Friday, 25 November 2011 at 10h00 at
First Floor, 37 Peter Place, Bryanston, Johannesburg to conduct
the business referred to below. The record date in terms of section
59 of the Companies Act, 71 of 2008, as amended (the “Act”), for
shareholders to be recorded on the shareholders register of the
Company in order to be able to attend, participate and vote at the
annual general meeting, is Monday, 21 November 2011.
| 1. |
Adoption of audited annual
financial statements
To receive and consider the annual financial statements,
as well as the director’s report, for the year ended 30 June
2011. An electronic copy of the complete and audited annual
financial statements for the preceding financial year may be
obtained on the Petmin Limited website, www.petmin.co.za.
Ordinary Resolution number 1
“RESOLVED THAT the consolidated audited annual
financial statements of the Company and its subsidiaries,
together with the auditors’ report, the Audit and Risk
Committee committee’s report and the directors’ report for
the year ended 30 June 2011, be and are hereby received
and adopted.”
The percentage of voting rights required for Ordinary
Resolution number 1 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution.
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| 2. |
Election of directors
To elect, by way of separate resolutions, the following
directors –
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| 2.1 |
Ms. K Kalyan, Mr. M Arnold and Mr. T Petersen, having
been appointed as directors since the last annual
general meeting of the Company, their appointments
are, in accordance with the provisions of the Company’s
Articles of Association, to be ratified at this annual
general meeting.
| 2.1.1 |
Ordinary Resolution number 2
“RESOLVED THAT Mr. M Arnold’s appointment as a director
of the Company be and is hereby ratified.”
The percentage of voting rights required for Ordinary
Resolution number 2 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution.
|
| 2.1.2 |
Ordinary Resolution number 3
“RESOLVED THAT Ms. K Kalyan’s appointment as a director
of the Company be and is hereby ratified.”
The percentage of voting rights required for Ordinary
Resolution number 3 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution. |
| 2.1.3 |
Ordinary Resolution number 4
“RESOLVED THAT Mr. T Petersen’s appointment as a
director of the Company be and is hereby ratified.”
The percentage of voting rights required for Ordinary
Resolution number 4 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution. |
|
| 2.2 |
Messrs. A Martin, J Taylor and J Strijdom are obliged
to retire by rotation at this annual general meeting in
accordance with the Company’s Memorandum and
Articles of Association. Having so retired, Mr A Martin
and Mr J Taylor are eligible for election as directors.
As previously announced, Mr. J Strijdom has not made
himself available for re-election as a director.
| 2.2.1 |
Ordinary Resolution number 5
“RESOLVED THAT Mr. A Martin be and is hereby re-elected
as a director of the Company.”
The percentage of voting rights required for Ordinary
Resolution number 5 to be adopted: more than 50%
(fifty percent) of the voting rights exercised on the resolution.
|
| 2.2.2 |
Ordinary Resolution number 6
“RESOLVED THAT Mr. J Taylor be and is hereby re-elected
as a director of the Company.”
The percentage of voting rights required for Ordinary
Resolution number 6 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution. |
The profiles of the directors up for re-election or whose
appointments are to be ratified, are as follows –
Millard Arnold (64) – BA (Political Science), Juris Doctorate
(Non-executive director)
Mr Arnold is Group Legal Counsel of Murray and
Roberts. He is a senior Fellow of the Gordon Institute of
Business Science, a member of the Council of the University
of South Africa (UNISA) and a member of the UNISA
Foundation. He was previously executive chairman of Black
and Veatch Africa and served the government of the United
States as its first Minister Counsellor of Commercial Affairs
for the South Africa region.
Koosum Kalyan (54) – BCom (Hons)
(Non-executive director)
Ms. Kalyan is chairman of EdgoMerap (Pty) Ltd in London
and holds a number of directorships, including Standard
Bank Group and the MTN Group. From 2000 to 2008, Ms
Kalyan was Senior Business Development Manager: African
Exploration Oil and Gas of Shell International Exploration.
Alwyn Martin (73) – BCom, CA (SA)
(Non-executive director)
(Chairman of the Audit and Risk Committee)
Mr. Martin represents Dark Capital (Pty) Ltd and is the former
chairman of Vodacom Group (Pty) Ltd and a former Chief
Executive of Siemens Telecommunications in South Africa.
He currently holds a number of directorships in the private
health and financial industries, and is also an independent
non-executive director of Trans Hex Group Limited.
Trevor Petersen (55) – BCom (Hons) CA (SA)
(Non-executive director)
(Member of the Audit and Risk committee)
Mr. Petersen is a Chartered Accountant and is a former
Managing Partner of the Cape Town office of audit firm
PricewaterhouseCoopers (“PwC”). He also held the position
of Chairman of PwC Western Cape and is the past Chairman
of the South African Institute of Chartered Accountants. Mr.
Petersen has also been a member of the University of Cape
Town Council since 2002.
John Taylor (64) – BEng (Hons) Metallurgy
(Lead independent non-executive director)
Mr. Taylor is a director of Decorum Capital Partners, the
fund manager for New Africa Mining Fund (“NAMF”) and
represents NAMF’s interests in his role as a non-executive
director of Petmin. He has 29 years’ experience with BHP
Billiton as a senior metallurgist. His production experience
includes gold, uranium, copper, iron ore, sulphuric acid
production, lead and alloys, ferromanganese, silicon metal,
zinc and manganese metals. Mr. Taylor has extensive
experience (as a project director) ranging from feasibility
studies (including research and development management)
to design, construction, commissioning and operations.
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| 3. |
Appointment of KPMG Inc. as
auditors of the Company
To [re-]appoint KPMG Inc. as nominated by the Company’s
Audit and Risk Committee, as independent auditors of
the Company, to hold office until the conclusion of the
next annual general meeting of the Company. It is noted
that the individual registered auditor who will undertake
the audit during the financial year ending 30 June 2012 is
Mr. N van Niekerk.
Ordinary Resolution number 7
“RESOLVED THAT KPMG Inc. be and are hereby [re-]
appointed as the auditors of the Company to hold office until
the conclusion of the next annual general meeting.”
The percentage of voting rights required for Ordinary
Resolution number 7 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution.
|
| 4. |
Approval of the remuneration
philosophy
To consider and approve the remuneration philosophy as
contained in the report of the Remuneration Committee in the
Integrated Annual Report for the year ended 30 June 2011
and as approved at the AGM held on 13 December 2010 as
set out on pages 58 to 61 thereof.
Ordinary Resolution number 8
“RESOLVED as a non-binding advisory vote that the
remuneration philosophy for the year ended 30 June 2011
be and is hereby approved.”
Shareholders are reminded that in terms of the Code of and
Report on Governance Principles for South Africa (King III),
2009, the passing of this Ordinary Resolution is by way of a
non-binding advisory vote.
|
| 5. |
Appointment of the members of
the Audit and Risk Committee
To elect, by way of separate resolutions, the following
independent non-executive directors, as members of the
Company’s Audit and Risk Committee –
| 5.1 |
Ordinary Resolution number 9
“RESOLVED THAT Mr. E Greyling, be and is hereby [re-]
elected as a member of the Company’s Audit and Risk
Committee.”
The percentage of voting rights required for Ordinary
Resolution number 9 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution.
|
| 5.2 |
Ordinary Resolution number 10
“RESOLVED THAT Mr. A Martin, be and is hereby [re-]elected
as a member of the Company’s Audit and Risk Committee.”
The percentage of voting rights required for Ordinary
Resolution number 10 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution. |
| 5.3 |
Ordinary Resolution number 11
“RESOLVED THAT Mr. T Petersen, be and is hereby
[re-]elected as a member of the Company’s Audit and
Risk Committee.”
The percentage of voting rights required for Ordinary
Resolution number 11 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution. |
| 5.4 |
Ordinary Resolution number 12
“RESOLVED THAT Mr. M Arnold, be and is hereby elected
as a member of the Company’s Audit and Risk Committee.”
The percentage of voting rights required for Ordinary
Resolution number 12 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution. |
The profiles of the directors up for membership appear in
this notice of annual general meeting –
Enrico Greyling (67) – BA (Hons) Business Economics
(Non-executive director)
(Member of the audit and risk committee)
Mr. Greyling is a non-executive director of a number of
PSG Group Limited subsidiaries as well as various private
companies and is also a director of Venmyn Ltd. Prior to
becoming active at the PSG Group, Mr. Greyling was a
director of FBC Fidelity Bank, which is now part of Nedcor
Limited. He also served on the Board of RMB Holdings
Limited as an executive prior to its merger with First Rand
Limited. For a time, during his career as a banker, he was a
board member of the Banking Council of South Africa.
Alwyn Martin
Please refer to page 1 of this notice for Mr. Martin’s CV.
Trevor Petersen
Please refer to page 1 of this notice for Mr. Petersen’s CV.
Millard Arnold
Please refer to page 1 of this notice for Mr. Arnold’s CV.
As is evident from the profiles of the directors, the Committee
members have the required qualification and experience to
fulfil their duties.
|
| 6. |
To approve the directors’
remuneration for the year ended
30 June 2011
Ordinary Resolution number 13
“RESOLVED THAT the directors’ remuneration for the
year ended 30 June 2011 (as disclosed on page 60 of the
Integrated Annual Report) be and is hereby approved.”
The percentage of voting rights required for Ordinary
Resolution number 13 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution.
|
| 7. |
To place the unissued shares
under the control of the directors
Ordinary Resolution number 14
“RESOLVED THAT the authorised but unissued ordinary
shares in the capital of the Company be and are hereby
placed under the control and authority of the directors of
the Company and that the directors be and are hereby
authorised an empowered to allot and issue all or any such
ordinary shares, to such person(s) on such terms and
conditions and at such times as the directors may from time
to time in their discretion deem fit, subject to the provisions of
the Companies Act 71 of 2008, as amended, the Articles of
Association of the Company and the Listings Requirements
of the JSE.”
The percentage of voting rights required for Ordinary
Resolution number 14 to be adopted: more than 50% (fifty
percent) of the voting rights exercised on the resolution.
|
| 8. |
To authorise share issues
for cash
Ordinary Resolution number 15
“RESOLVED THAT the directors of the Company and/or
any of its subsidiaries from time to time be and are hereby
authorised, by way of a general authority, to:
 |
allot and issue, or to issue any options in respect of, all or
any of the authorised but unissued ordinary shares in the
capital of the Company; and/or |
|
sell or otherwise dispose of or transfer, or issue any
options in respect of, ordinary shares in the capital of the
Company purchased by subsidiaries of the Company; |
for cash, to such person/s on such terms and conditions
and at such times as the directors may from time to time
in their discretion deem fit subject to the Companies Act
71 of 2008, as amended, the Articles of Association of the
Company and its subsidiaries and the Listings Requirements
of the JSE from time to time, which currently provide, inter
alia, the following limitations:
|
the securities 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 securities or rights that
are convertible into a class already in issue; |
|
any such issue may only be made to public shareholders
as defined in the JSE Listings Requirements and not to
related parties; |
|
added to those that may be issued in future (arising
from the conversion of options/convertibles) at the date
of such application, less any ordinary shares issued or
to be issued pursuant to a rights issue which has been
announced, is irrevocable and is fully underwritten, or an
acquisition which has had final terms announced; |
|
this general authority will be valid until the earlier of the
company’s next annual general meeting or expiry of
a period of 15 (fifteen) months from the date that this
authority is given; |
|
in determining the price at which an issue of ordinary
shares may be make in terms of this authority, the
maximum discount permitted will be 10% (ten percent)
of the weighted average traded price on the JSE of the
ordinary shares over the 30 (thirty) business days prior
to the date that the price of the issue is determined or
agreed to by the directors of the Company; and |
|
whenever the company wishes to use ordinary
shares, held as treasury stock by a subsidiary of the
Company, such use must comply with the JSE Listings
Requirements as if such use was a fresh issue of ordinary
shares.” |
Securities which are the subject of general issues for cash:
After the Company has issued equity securities in terms
on an approved general issue for cash representing, on a
cumulative basis within a financial year, 5% or more of the
number of equity securities in issue prior to that issue, the
Company shall publish an announcement containing full
details of the issue, including:
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the number of securities issued; |
|
the average discount to the weighted average traded
price of the equity securities 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 effects of the issue on net asset value per share,
net tangible asset value per share, earnings per share,
headline earnings per share, and, if applicable, diluted
earnings and headline earnings per share. |
In respect of options and convertible securities granted/
issued for cash:
|
Where options or convertible securities, excluding
executive and staff share schemes, are granted/issued
for cash, such options/convertible securities issued
otherwise than to existing holders of equity securities in
proportion to their existing holdings, will be permitted in
respect of a specific issue of such options/convertible
securities provided specific approval is obtained for such
grant/issue in terms of the Listings Requirements; and |
|
If the discount to the market price at the time of exercise
of the option or conversion of the convertible security
is not known at the time of grant/issue of the option or
convertible security, or if it is known that the discount will
exceed 10% of the 30 day weighted average traded price
of the security at the date of exercise, then the grant/
issue will be subject to the issuer providing its holders of
securities with a fair and reasonable statement complying
with Schedule 5 of the JSE Listings Requirements. |
The reason for Ordinary Resolution number 15 is to enable
the Company to raise funds for various projects during
the year as and when required and as allowed by the JSE
Listings Requirements.
The percentage of voting rights required for Ordinary
Resolution number 15 to be adopted: at least 75% (seventy
five percent) of the voting rights exercised on the resolution.
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| 9. |
Special business
| 9.1 |
General authority to repurchase shares in the Company
Special Resolution number 1
“RESOLVED as a Special Resolution that the Company, or
any of its subsidiaries, be and they are hereby authorised,
by way of a general authority, to acquire ordinary shares
in the Company, subject to the provisions of the Act, and
the Listings Requirements of the JSE Limited (“the JSE”),
provided that –
| (a) |
the general authority in issue shall be valid only until the
Company’s next annual general meeting and shall not
extend beyond 15 (fifteen) months from the date of this
resolution; |
| (b) |
any general repurchase by the Company and/or any
of its subsidiaries of the Company’s ordinary shares in
issue shall not in aggregate in one financial year exceed
10% (ten percent) of the Company’s issued ordinary
share capital at the time that the authority is granted; |
| (c) |
no acquisition may be made at a price more than 10%
(ten percent) above the weighted average of the market
price of the ordinary shares for 5 (five) business days
immediately preceding the date of such acquisition; |
| (d) |
the repurchase of the ordinary shares are effected
through the order book operated by the JSE trading
system and done without any prior understanding or
arrangement between the Company or its subsidiaries
and the counter party (reported trades are prohibited); |
| (e) |
the Company or its subsidiaries may only appoint one
agent at any point in time to effect any repurchase(s) on
behalf of the Company or its subsidiaries; |
| (f) |
a resolution has been passed by the board of directors
of the Company or its subsidiaries authorising the
acquisition, and the Company has passed the solvency
and liquidity test as set out in section 4 of the Act and
that since the application of the solvency and liquidity
test by the board there have been no material changes
to the financial position of the Company; |
| (g) |
the Company or its subsidiary may not repurchase
ordinary shares during a prohibited period; |
| (h) |
should the Company or any subsidiary cumulatively
repurchase, redeem or cancel 3% (three percent) of the
initial number of the Company’s ordinary shares in terms
of this general authority and for each 3% (three percent)
in aggregate of the initial number of that class thereafter
in terms of this general authority, an announcement
shall be made in terms of the Listings Requirements of
the JSE.” |
|
The reason for the passing of the above Special Resolution
is to grant the Company a general authority in terms of the
2008 Companies Act for the acquisition by the Company or
any of its subsidiaries of securities issued by the Company,
which authority shall be valid until the earlier of the next
annual general meeting, or the variation or revocation of such
general authority by Special Resolution by any subsequent
general meeting of the Company; provided that the general
authority shall not extend beyond 15 (fifteen) months from
the date of this annual general meeting. The passing and
registration of this Special Resolution will have the effect of authorising the Company or any of its subsidiaries to acquire
securities issued by the Company.
The percentage of voting rights required for Special
Resolution number 1 to be adopted: at least 75% (seventy
five percent) of the voting rights exercised on the resolution.
Having considered the effect on the Company of the
maximum repurchase under this annual general authority,
the directors are of the opinion that –
|
the Company will be able to pay its debts for a period of
12 (twelve) months after the date of this notice of annual
general meeting; |
|
the assets of the Company will be in excess of the
liabilities of the Company for a period of 12 (twelve)
months after the date of this notice of annual general
meeting which assets and liabilities have been valued
in accordance with the accounting policies used in the
audited annual financial statements of the Company for
the year ended 30 June 2011; |
|
the share capital and reserves of the Company will be
adequate for ordinary business purposes for a period of
12 (twelve) months after the date of this notice of annual
general meeting; and |
|
the working capital of the Company is considered
adequate for ordinary business purposes for a period of
12 (twelve) months after the date of this notice of annual
general meeting. |
|
The board of the Company will ensure that the Company’s
sponsor provides the JSE with the necessary report on
the adequacy of the working capital of the Company and
its subsidiaries in terms of the JSE Listings Requirements
prior to the commencement of any share repurchase in
terms of this Special Resolution. |
The board of the Company has considered the impact of
a repurchase of up to 5% (five percent) of the Company’s
shares, being within the maximum permissible under a
general authority in terms of the JSE Listings Requirements.
Should the opportunity arise and should the directors deem
it in all respects to be advantageous to the Company to
repurchase such shares, it is deemed appropriate that the
Company or a subsidiary be authorised to repurchase the
Company’s shares.
Disclosure in terms of section 11.26 of the
JSE Listings Requirements
The JSE Listings Requirements require the following
disclosures, which are disclosed in the audited annual financial statements and this integrated report as set out
below –
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Page |
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Directors and
management |
Pages 12, 50 to 53 of the integrated
report and page 7 of the annual
financial statements |
| |
Major shareholders |
Page 55 of the integrated report |
| |
Directors’ interest
in securities |
Pages 7 to 8 of the annual financial
statements |
| |
Share capital |
Pages 5 to 6 and 35 to 36 of the
annual financial statements |
Directors’ responsibility statement
The directors, whose names appear on page 1 of the annual
financial statements collectively and individually accept full
responsibility for the accuracy of the information pertained
to this Special Resolution and certify to the best of the 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 this Special Resolution contains all the
information required by the JSE Listing Requirements.
Litigation statement
The directors, whose names appear on page 7 of the annual
financial statements are not aware of any legal or arbitration
proceedings that are pending or threatened, that may have
or have had in the previous 12 (twelve) months a material
effect on the Company’s financial position.
Material change
There has been no material change in the affairs of or
financial position of the Company since year end.
| 9.2 |
Financial assistance to related or inter-related
companies and others
Special Resolution number 2
“RESOLVED as a Special Resolution, in terms of Section
45 of the Act that 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 such section of the
Act to any 1 (one) or more related or inter-related companies
or corporations of the Company and/or to any 1 (one) ormore 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 –
| (a) |
(i) the recipient or recipients of such financial assistance,
and (ii) the form, nature and extent of such financial
assistance, and (iii) the terms and conditions under which
such financial assistance is provided, are determined
by the board of directors of the Company from time to
time; and |
| (b) |
the board of directors of the Company 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 Act
which it is required to meet in order to authorise the
Company to provide such financial assistance; and |
| (c) |
such financial assistance to a recipient thereof is, in the
opinion of the board of directors of the Company, required
for the purpose of (i) meeting all or any of such recipient’s
operating expenses (including capital expenditure), and/
or (ii) funding the growth, expansion, reorganisation or
restructuring of the businesses or operations of such
recipient, and/or (iii) funding such recipient for any other
purpose which in the opinion of the board of directors of
the Company is directly or indirectly in the interests of the
Company; and |
|
[the aggregate financial exposure of the Company in
respect of any financial assistance authorised by the
board of directors of the Company pursuant to this Special
Resolution shall not exceed R300,000,000 (three hundred
million rand). For the purpose of calculating such aggregate
financial exposure from time to time, the financial exposure
in respect of (i) any loan made or to be made or any trade
credit extended or to be extended will be deemed to be
equal to any capital advanced or to be advanced under such
loan or to the capital amount of such trade credit, as the
case may be, to the extent that the obligation to repay such
capital to the Company has not been discharged, and (ii) any
guarantee or suretyship or other form of credit comfort given
by the Company in respect of the obligations of any other
party will be deemed to be equal to the actual or contingent
liability of the Company thereunder, and (iii) any claim which
the Company has against any other party and which is
subordinated in favour of any person, will be deemed to
be equal to the value of the capital amount of the claim so
subordinated, and (iv) any funding provided by the Company
through the subscription for any debt instrument such as,
but not limited to, preference shares, certificates of deposit,
debentures, promissory notes and the like, will be deemed
to be equal to the capital paid or payable by the Company in
consideration for such debt instruments, and (v) any funding
provided by the Company through the subscription for any
shares, will be deemed to be equal to the capital paid or
payable by the Company in consideration for such shares,
and (vi) the waiver of any claim, will be deemed to be equal
to the value of the claim waived.]”
The percentage of voting rights required for Special
Resolution number 2 to be adopted: at least 75% (seventy
five percent) of the voting rights exercised on the resolution.
The effect of the passing of Special Resolution number 2 is
to enable the Company to give such loans or provide such
financial assistance until the conclusion of the next annual
general meeting. |
| 9.3 |
Increase in Non-executive Directors’ fees
Special Resolution number 3
“RESOLVED as a Special Resolution in terms of section
66(9) of the Act that the level of non-executive directors’ fees
per annum be increased with effect from 1 July 2011 on the
basis set out as follows – |
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Proposed |
|
Current |
|
| |
Fees payable to non-executive directors for holding
office (per meeting held by the board or subcommittee). |
|
|
|
|
| |
All non-executive directors |
R5,000 |
|
R5,000 |
|
| |
Fees payable to non-executive directors for holding
office (annual fee payable in addition to the fee payable
per meeting) |
|
|
|
|
| |
Chairman of the Audit and Risk
Committee |
R50,000 |
|
– |
|
| |
Chairman of the Remuneration
Committee |
R25,000 |
|
– |
|
| |
Chairman of any other board
sub-committee |
R15,000 |
|
– |
|
| |
Fee for attendance of a board or sub-committee
meeting (payable in addition to the fee for holding
office) |
|
|
|
|
| |
All non-executive directors |
R20,000 |
|
R10,000 |
|
| |
Lead independent non-executive |
R25,000 |
|
R10,000 |
|
| |
Chairman of the Audit and Risk
Committee (per audit and risk
committee meeting) |
R20,000 |
|
R15,000 |
|
| |
Chairman of the Remuneration
Committee (per Remuneration
Committee meeting |
R20,000 |
|
R15,000 |
|
The percentage of voting rights required for Special
Resolution number 3 to be adopted: at least 75% (seventy
five percent) of the voting rights exercised on the resolution.
The effect of Special Resolution number 3 is the level of fees
as set out above is increased with effect from 1 July 2011.
| 9.4 |
Amendment to Articles of Association, Company Rules
Special Resolution number 4
RESOLVED that a new article, Article 101A be added to the
Company’s existing Articles of Association as follows:
“The Company’s Board of Directors is prohibited from
making rules for the Company, as contemplated in s15(3)
to (5) of the Companies Act, No 71 of 2008, as amended.
The reason for the passing of the Special Resolution is
that the directors believe that this prohibition should be
incorporated into the Company’s Articles of Association.
The effect of its passing will be to prohibit directors from
making such rules. |
| 9.5 |
Amendment to Articles of Association, Issue of
unclassified shares
Special Resolution number 5
RESOLVED that a new article, Article 44A, be added to the
Company’s existing Articles of Association as follows:
“THAT the Company’s Board of Directors is prohibited from
issuing unclassified shares.”
The reason for the passing of the Special Resolution is that
the directors believe that it is undesirable for the Company
to have unclassified shares, as contemplated in s36 (1)(c) of
the 2008 Companies Act. The effect of its passing will be
to prohibit directors from issuing such unclassified shares.
Identification, voting and proxies
Ordinary shareholders are entitled to attend, speak and vote
at the annual general meeting.
In terms of section 63(1) of the Act, any person attending
or participating in the annual general meeting 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 a shareholder or as proxy for a shareholder)
has been reasonably verified.
In accordance with the Company’s Memorandum and
Articles of Association, voting shall be by ballot only.
Shareholders holding dematerialised shares, but not in their
own name must furnish their Central Securities Depositary
Participant (“CSDP”) or broker with their instructions for
voting at the annual general meeting. If your CSDP or broker,
as the case may be, does not obtain instructions from you,
it will be obliged to act in accordance with your mandate
furnished to it, or if the mandate is silent in this regard,
complete the form of proxy enclosed.
Unless you advise your CSDP or broker, in terms of the
agreement between you and your CSDP or broker by the cut
off time stipulated therein, that you wish to attend the annual
general meeting or send a proxy to represent you at this
annual general meeting, your CSDP or broker will assume
that you do not wish to attend the annual general meeting
or send a proxy.
If you wish to attend the annual general meeting or send a
proxy, you must request your CSDP or broker to issue the
necessary letter of authority to you. Shareholders holding
dematerialised shares, and who are unable to attend the
annual general meeting and wish to be represented thereat,
must complete the form of proxy enclosed in accordance
with the instructions therein and lodge it with or mail to the
transfer secretaries.
Forms of proxy (which form may be found enclosed) must
be dated and signed by the shareholder appointing a proxy
and should be forwarded to reach the transfer secretaries,
Computershare Investor Services (Pty) Limited by no later
than 10:00 on Wednesday, 23 November 2011. Before a
proxy exercises any rights of a shareholder at the annual
general meeting, such form of proxy must be so delivered.
In compliance with the provisions of section 58(8)(b)(i) of
the Act, a summary of the rights of a shareholder to be
represented by proxy, as set out in section 58 of the Act, is
set out immediately below –
An ordinary shareholder entitled to attend and vote at the
annual general meeting may appoint any individual (or two
or more individuals) as a proxy or as proxies to attend,
participate in and vote at the annual general meeting in the
place of the shareholder. A proxy need not be a shareholder
of the Company.
A 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 annual
general 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 Memorandum of Incorporation 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 the form of proxy”.
The completion of a form of proxy does not preclude any
shareholder attending the annual general meeting.
By order of the Board
Mondial Consultants (Pty) Ltd
Company Secretary
27 October 2011 |
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