Meeting of holders of preference shares / For / Against / Abstain
1. / i) Proposed special resolution of the holders of ordinary shares number 1
- Conversion of par value ordinary shares into no par value ordinary shares
ii) Proposed special resolution of the holders of preference shares number 1
· Conversion of par value preference shares into no par value preference shares
Reason for conversion of ordinary shares:
- The reason for and effect of this proposed special resolution is to convert the ordinary shares of par value to ordinary shares of no par value, in order to facilitate the creation of new ordinary shares in the capital of the Company, in terms of the Companies Act No. 71 of 2008.
- For the above special resolution to be adopted, approval by at least 75% (seventy-five percent) of the shares represented in person or by proxy at the meeting is required.
- Regulation 31(7) of the Regulations of the Companies Act, No. 71 of 2008, requires the Board of a Company to prepare a report in respect of a proposed special resolution to convert any par value shares into no par value shares.
- This report details that such conversion is applicable to all registered Shareholders of the Company and that none of the rights of such Shareholders will be affected by the conversion from par value shares into no par value shares.
Reason for conversion of preference shares:
- The reason for and effect of this proposed special resolution is to convert the preference shares of par value to preference shares of no par value, in order to facilitate the creation of new preference shares in the capital of the Company, in terms of the Companies Act No. 71 of 2008.
- For the above special resolution to be adopted, approval by at least 75% (seventy-five percent) of the shares represented in person or by proxy at the meeting is required.
- Regulation 31(7) of the Regulations of the Companies Act, No. 71 of 2008, requires the Board of a Company to prepare a report in respect of a proposed special resolution to convert any par value shares into no par value shares.
- This report details that such conversion is applicable to all registered Shareholders of the Company and that none of the rights of such Shareholders will be affected by the conversion from par value shares into no par value shares.
2. / Proposed Special Resolution: Increase in authorised no par value share capital of the Company:
- Resolved that, subject to the passing of the proposed special resolution, and in accordance with the provisions of Regulations 31(6) and 31(7) of the Companies Regulations, 2011, published in terms of the Companies Act, No. 71 of 2008, the authorised share capital of the Company be and is hereby recognised by the creation of a further ……………. ordinary no par value shares in the authorised share capital of the Company.
- The Memorandum of Incorporation of the Company is hereby amended accordingly.
Reason for and effect of the proposed special resolution:
- The reason for and effect of this proposed special resolution is to create sufficient ordinary shares of no par value in the capital of the Company to ensure that there is sufficient authorised shares available for the needs of the Company for the foreseeable future.
- For the proposed special resolution to be adopted, approval by at least 75% (seventy-five percent) of the shares represented in person or by proxy at the meeting is required.
Ordinary Resolution : Approval and adoption of Annual Financial Statements / For / Against / Abstain
1. / Approval and adoption of annual financial statements
Ordinary Resolution : Re-election of Director / For / Against / Abstain
2. / Re-election of …………………………. as a Director
Ordinary Resolution : Election of Director
3. / Election of ……………………………. as a Director
Ordinary Resolution : Election of Auditor and Designated Auditor / For / Against / Abstain
4. / Election of …………………………. as Auditor and ……………………………… as Designated Auditor
Ordinary Resolution : Election of Chairman of the Audit and Risk Committee / For / Against / Abstain
5. / Election of …………………………. as Chairman of the Audit and Risk Committee
Ordinary Resolution : Election of Members of the Audit and Risk Committee / For / Against / Abstain
6. / Election of …………………………. as a Member of the Audit and Risk Committee
Ordinary Resolution : Approval of Remuneration Policy / For / Against / Abstain
7. / (Non-binding advisory note) – Approval of the Company Remuneration Policy
Ordinary Resolution : Control of Authorised but Unissued Ordinary Shares / For / Against / Abstain
8. / Control of Authorised but Unissued Ordinary Shares
Ordinary Resolution : Signature of Documents / For / Against / Abstain
9. / Signature of Documents
Special Resolution : Approval and Adoption of the Memorandum of Incorporation / For / Against / Abstain
10. / Approval and Adoption of the Memorandum of Incorporation
Special Resolution : General Authority to Repurchase Shares / For / Against / Abstain
11. / General authority to repurchase shares
Special Resolution : Approval of Directors’ Fees / For / Against / Abstain
12. / Approval of Directors’ fees
Special Resolution : Basis of Remuneration Payable to Non-Executive Directors / For / Against / Abstain
13. / Basis of remuneration payable to Non-Executive Directors
Special Resolution : Approval to provide Financial Assistance to Related or Inter-Related Companies / For / Against / Abstain
14. / Approval to provide financial assistance to related or inter-related companies
Special Resolution : Amendment of the Memorandum of Incorporation / For / Against / Abstain
15. / Amendment of the Memorandum of Incorporation
Special Resolution : Financial Assistance for subscription of securities / For / Against / Abstain
17. / Financial Assistance for subscription of securities
Signed at this day of 2012
Signature
Completed forms of proxy must be received at the office of the Company’s transfer secretaries.
Notes to Annexure : Table of Resolutions
1. Ordinary Resolution : Approval and Adoption of Annual Financial Statements
To receive and consider for adoption the annual financial statements incorporating the Directors’ Report and the Audit and Risk Committee Report of the Company and its subsidiaries (“the group”) for the year ended ………………………
“Resolved that the audited Annual Financial Statements of the group incorporating the Directors’ Report, the Audit and Risk Committee Report and the Independent Auditor’s Report for the year ended ………………………………….. accompanying this notice be accepted and adopted.”
2. Ordinary Resolution : Re-election of Director
To consider the re-election as a Director of the Company of ………………………………………. who retires in accordance with the Memorandum of Incorporation and being eligible, offers himself for re-election.
“Resolved that ……………………………………….………. be and is hereby elected as a Director.”
3. Ordinary Resolution : Election of Director
To consider the election as a Director of the Company of ………………………………………. in accordance with the Memorandum of Incorporation and being eligible, offers himself for election.
“Resolved that ……………………………………….………. be and is hereby elected as a Director.”
4. Ordinary Resolution : Election of Auditor and Designated Auditor
To approve the election of ……………………………………………… as Auditor of the Company for the year and to note that the individual registered auditor who will undertake the audit is …………………………………………………………………
The Audit and Risk Committee has recommended that the firm and the designated auditor be reappointed for the ensuing period.
“Resolved that the firm …………………………………. and ………………………………………….. as the designated auditor be reappointed for the ensuing year”
5. Ordinary Resolution : Election of Chairman of the Audit and Risk Committee
6. Ordinary Resolution : Election of Members of the Audit and Risk Committee
Explanatory note
In terms of the Companies Act, at each Annual General Meeting an audit committee comprising at least three members who are all independent Non-Executive Directors must be elected. It is proposed that the current members of the audit and risk committee be re-elected for the ensuing year. The election of each member of the audit and risk committee will be voted on separately.
Election of ……………………… as member of the Audit and Risk Committee.
“Resolved that ……………………………………….………. be and is hereby elected as a member of the Audit and Risk Committee.”
7. Ordinary Resolution : (Non-binding Advisory Vote) – Approval of Remuneration Policy
Explanatory note
The Company’s remuneration policy is tabled to Shareholders for a non-binding advisory vote at the AGM. This vote enables Shareholders to express their views on the Remuneration Policies adopted and on their implementation. Accordingly, the Shareholders are requested to endorse the Company Remuneration Policy, attached hereto, by way of a non-binding advisory vote.
For Ordinary Resolution : Approval of Remuneration Policy to be adopted, approval by at least 50% (fifty-percent) of the shares represented in person or by proxy at the meeting is required.
“Resolved that the Company’s remuneration policy accompanying this notice be accepted and approved.”
8. Ordinary Resolution : Control of Authorised but Unissued Ordinary Shares
Explanatory note
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, that the Directors be and are hereby authorised and empowered to allot and issue all or any of such ordinary shares, or to issue any options in respect of all or any of such ordinary shares, to such persons on such terms and conditions and at such times as the Directors may from time to time and in their discretion deem fit, subject to the provisions of sections 38 and 41 of the Act, the Memorandum of Incorporation, as amended from time to time.
For Ordinary Resolution : Control of Authorised but Unissued Shares to be adopted, approval by at least 50% (fifty-percent) of the shares represented in person or by proxy at the meeting is required.
9. Ordinary Resolution : Signature of Documents
Explanatory note
Resolved that each Director of the Company be and is hereby individually authorised to sign all such documents and do all such things as may be necessary for or incidental to the implementation of those resolutions to be proposed at an Annual General Meeting convened to consider the resolutions which are passed, in the case of ordinary resolutions, or are passed and registered by The Companies and Intellectual Property Commission in the case of special resolutions.
For ordinary resolution number 17 to be adopted, approval by at least 50% (fifty percent) of the shares represented in person or by proxy at the meeting is required.
10. Special Resolution : Approval and Adoption of the Memorandum of Incorporation
11. Special Resolution : General Authority to Repurchase Shares
Explanatory note
The reason for Special Resolution : Approval and Adoption of the Memorandum of Incorporation is to grant the Directors of the Company and subsidiaries of the Company a general authority in terms of the Companies Act and the Memorandum of Incorporation to acquire the Company ordinary shares, subject to the terms and conditions set out in the Resolution. The Directors require that such general authority should be implemented in order to facilitate the repurchase of the Company ordinary shares in circumstances where the Directors consider this to be appropriate and in the best interests of the Company and its Shareholders.
To consider and, if deemed fit, to pass, with or without modification, the following special resolution:
“Resolved that the Company hereby approves, as a general approval contemplated in sections 46 and 48 of the Companies Act, the acquisition by the Company or any of its subsidiaries from time to time of the issued ordinary shares of the Company, upon such terms and conditions and in such amounts as the Directors of the Companymay from time to time determine, but subject to the Memorandum of Incorporation and the provisions of the Companies Act as presently constituted and which may be amended from time to time, and provided that:
(11.1) authorisation thereto being given by the Memorandum of Incorporation;
(11.2) this general authority shall only be valid until the Company next Annual General Meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this Special Resolution;
(11.3) acquisitions by the Company and its subsidiaries of shares in the capital of the Company may not, in the aggregate, exceed in any one financial year 5% (five percent) of the Company issued ordinary share capital of the class of the repurchased shares from the date of the grant of this general authority;
(11.4) The Company only appoints one agent at any point in time to effect repurchases on its behalf”
When any such repurchase of the maximum number of ordinary shares in terms of the aforegoing general authority is made, the Directors will give consideration to the following issues and at the time the repurchase is made, the Directors must be of the opinion that:
(11.5) The Company and the group will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date of the repurchase;
(11.6) the assets of the Company and group are to be in excess of the liabilities of the Company and group for a period of 12 (twelve) months after the date of the repurchase fairly valued in accordance with the accounting policies used in the audited financial statements for the year;
(11.7) the share capital and reserves of the Company and group are adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the repurchase;
(11.8) the working capital of the Company and the group are adequate for ordinary business purposes for a period of 12 (twelve) months after the date of this notice of the annual general meeting; and;
(11.9) having applied the solvency and liquidity test set out in section 4 of the Companies Act, that the Company will satisfy the solvency and liquidity test immediately after completing the proposed repurchase.
Litigation statement
The Directors, whose names appear in the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or had in the recent past, being at least the previous 12 (twelve) months, a material effect on the group’s financial position