ANNEXURE – Table of Resolutions
Number of votes (one vote per
share)
Meeting of holders of preference shares
1.
i)
For
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
Against
Abstain
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
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
Financial Statements
1.
Approval and adoption of annual financial statements
Ordinary Resolution : Re-election of Director
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
4.
Election of …………………………. as Auditor and
……………………………… as Designated Auditor
Ordinary Resolution : Election of Chairman of the Audit and
Risk Committee
5.
Election of …………………………. as Chairman of the Audit
and Risk Committee
Ordinary Resolution : Election of Members of the Audit and
Risk Committee
6.
Election of …………………………. as a Member of the Audit
and Risk Committee
Ordinary Resolution : Approval of Remuneration Policy
7.
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
For
Against
Abstain
(Non-binding advisory note) – Approval of the Company
Remuneration Policy
Ordinary Resolution : Control of Authorised but Unissued
Ordinary Shares
8.
Control of Authorised but Unissued Ordinary Shares
Ordinary Resolution : Signature of Documents
9.
Signature of Documents
Special Resolution : Approval and Adoption of the
Memorandum of Incorporation
10.
Approval and Adoption of the Memorandum of Incorporation
Special Resolution : General Authority to Repurchase Shares
11.
General authority to repurchase shares
Special Resolution : Approval of Directors’ Fees
12.
Approval of Directors’ fees
Special Resolution : Basis of Remuneration Payable to NonExecutive Directors
13.
Basis of remuneration payable to Non-Executive Directors
Special Resolution : Approval to provide Financial Assistance
to Related or Inter-Related Companies
14.
Approval to provide financial assistance to related or interrelated companies
Special Resolution : Amendment of the Memorandum of
Incorporation
15.
Amendment of the Memorandum of Incorporation
Special Resolution : Financial Assistance for subscription of
For
Against
Abstain
securities
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
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.
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 group since the date of signature of the audit report and
up to the date of this notice.
12.
Special Resolution : Approval of Directors’ Fees
Explanatory note
In terms of section 66(8) of the Companies Act the Company may pay remuneration to its
Directors for their service as Directors. Section 66(9) requires the remuneration to be paid in
accordance with a special resolution approved by Shareholders within the previous 2 (two) years.
The effect of the special resolution is that the Directors will be entitled to the fees paid for the
period from ……………………… until the AGM to be held in …………………………...
“Resolved that the fees of the Directors as reflected below be approved for the period from
……………………… until the Annual General Meeting to be held in ……………………….”
Invitation fee
All Non-Executive Directors who attend committee meetings by invitation at the request of the
Board shall be eligible to receive the same fee as if they were a member of the committee.
13.
Special Resolution : Basis of Remuneration Payable to Non-Executive Directors
14.
Special Resolution : Approval to provide Financial Assistance to Related or Inter-Related
Companies
Financial assistance in terms of section 45 of the Companies Act:
Resolved that, subject to the Company Memorandum of Incorporation and as a special
resolution, in terms of section 45 of the Act, 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 : Approval to provide Financial Assistance to
Related or Inter-Related Companies, any direct or indirect financial assistance, which includes
lending money, guaranteeing a loan or other obligation, and securing any debt or obligation, as
contemplated in section 45 of the Act, to a Director or prescribed officer of the Company or to a
related or inter-related Company or corporation or to a member of any such related or interrelated corporation or to a person related to any such Company, Corporation, Director,
Prescribed Officer or Member, provided that:
(14.1) the Board of Directors of the Company from time to time, determines:
(14.1) the specific recipient or category of potential recipients of such financial
assistance
(14.2) the form, nature and extent of such financial assistance;
(14.3) the terms and conditions under which such financial assistance is provided.
(14.2) the Board may not authorise the Company to provide any financial assistance pursuant to
this Special Resolution : Approval to provide Financial Assistance to Related or InterRelated Companies, unless the Board meets all those requirements of sections 4 and 45
of the Act, which it is required to meet in order to authorise the Company to provide such
financial assistance.
Reason for and effect of Special Resolution : Approval to provide Financial Assistance to
Related or Inter-Related Companies
The reason for and effect of this special resolution is to grant the Board the authority to authorise
the Company to provide financial assistance as contemplated in section 45 of the Act to a
Director or Prescribed Officer of the Company or to a related or inter-related Company or
corporation or to a member of a related or inter-related corporation, or to a person related to any
such Company, Corporation, Director, Prescribed Officer or Member.
Notice is given to Shareholders of the Company in terms of section 45(5) of the Act of a resolution
adopted by the Board authorising the Company to provide direct or indirect financial assistance in
respect of Special Resolution : Approval to provide Financial Assistance to Related or InterRelated Companies:
(14.3) the Board has adopted a resolution authorising the Company to provide, at any time and
from time to time during the period of 2 (two) years, commencing on the date on which
Special Resolution : Approval to provide Financial Assistance to Related or Inter-Related
Companies is adopted, any direct or indirect financial assistance as contemplated in
Section 45 of the Act, which includes lending money, guaranteeing a loan or other
obligation, and securing any debt or obligation to a Director or prescribed officer of the
Company, or to a related or inter-related Company or corporation, or to a member of any
such related or inter-related corporation, or to a person related to any such Company,
Corporation, Director, Prescribed Officer or a Member;
(14.4) Section 45 Board resolution will be effective only if and to the extent that Special
Resolution : Approval to provide Financial Assistance to Related or Inter-Related
Companies is adopted by the Shareholders of the Companyand the provision of any such
direct or indirect financial assistance by the Company, pursuant to such resolution, will
always be subject to the Board being satisfied that:
(14.4.1) immediately after providing such financial assistance, the Company will satisfy
the solvency and liquidity test as referred to in section 45(3)(b)(i) of the Act, and
(14.4.2) the terms under which such financial assistance is to be given are fair and
reasonable to the Company as referred to in section 45(3)(b)(ii) of the Companies
Act; and
(14.5) in as much as the section 45 Board resolution contemplates that such financial
assistance will in the aggregate exceed one tenth of 1% (one percent) of the Company
net worth at the date of adoption at such resolution, the Company hereby provides notice
of the section 45 Board resolution to Shareholders of the Company.
For Special Resolution : Approval to provide Financial Assistance to Related or InterRelated Companies, approval by at least 75% (seventy five percent) of the shares
represented in person or by proxy at the meeting is required.
15.
Special Resolution : Amendment of the Memorandum of Incorporation
16.
To transact such other business as may be transacted at an Annual General Meeting
All Shareholders of ordinary shares and “A” shares in the Company are entitled 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 sub-register), then:
(16.1) you may attend and vote at the Annual General Meeting; alternatively
(16.2) 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 Company transfer secretaries or the
registered office of the Company by not less than 24 (twenty four) hours prior to the time
appointed for the holding of the meeting (excluding Saturdays, Sundays and public
holidays). A proxy need not also be a Shareholder; and
(16.3) you may participate electronically in the manner set out below.
(16.4) if you are unable to attend the general meeting but wish to be represented at the meeting,
you must contact your CSDP or broker, 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
Approvals required for resolutions
The following ordinary resolutions require the approval of more than 50% (fifty percent) of the
total votes cast on the resolutions by Shareholders present or represented by proxy at the Annual
General Meeting.
Ordinary Resolution : Approval and adoption of Annual Financial Statements
Ordinary Resolution : Re-election of Director
Ordinary Resolution : Election of Director
Ordinary Resolution : Election of Auditor and Designated Auditor
Ordinary Resolution : Election of Chairman of the Audit and Risk Committee
Ordinary Resolution : Election of Members of the Audit and Risk Committee
Ordinary resolution : Approval of theCompany’s Remuneration Policy is proposed for a nonbinding advisory vote only and any failure to pass this resolution will not have any effect on the
Company existing arrangements, but the outcome of the vote will be taken into consideration
when considering the Company’s remuneration policy.
The following special resolutions require the approval by more than 75% (seventy five percent) of
the total votes cast on the resolutions by Shareholders present or represented by proxy at the
Annual General Meeting.
Special Resolution : Approval and Adoption of the Memorandum of Incorporation
Special Resolution : General Authority to Re-purchase Shares
Special Resolution : Approval of Directors’ Fees
Special Resolution : Basis of Remuneration Payable to Non-Executive Directors
Special Resolution : Approval to Provide Financial Assistance to Related or Inter-Related
Companies
17.
Special Resolution : Financial Assistance for subscription of securities
Resolved that, as a Special Resolution, in terms of section 44 of the Companies Act, 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
: Financial Assistance for subscription of securities, financial assistance by way of a loan,
guarantee, the provision of security or otherwise, as contemplated in Section 44 of the Act, to any
person for the purpose of, or in connection with, the subscription for any option or any securities,
issued or to be issued by the Company or a related or inter-related Company or for the purchase
of any securities of the Company or a related or inter-related Company, provided that:
(17.1) the Board of Directors of the Company from time to time, determines:
(17.1.1) the specific recipient or general category of potential recipients of such financial
assistance;
(17.1.2) the form, nature and extent of such financial assistance;
(17.1.3) the terms and conditions under which such financial assistance is provided,
(17.2) the Board may not authorise the Company to provide any financial assistance pursuant
to this Special Resolution : Financial Assistance for subscription of securities, unless the
Board meets all the requirements of Section 44 of the Act, which it is required to meet in
order to authorise the Company to provide such financial assistance.
Reason for and effect of Special Resolution : Financial Assistance for Subscription of
Securities
The reason for and effect of this special resolution is to grant the Board the authority to authorise
the Company to provide financial assistance to any person for the purpose of, or in connection
with, the subscription for any option or securities issued or to be issued by the Company or a
related or inter-related Company. For this 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.