| The 2005 Annual General Meeting of the Company will be held on
Wednesday, 26 October 2005, at 15:30 in the Conservatory, House of
JC Le Roux, Devon Valley Road, Stellenbosch, to, if approved, pass
the following resolutions with or without modification (“the
annual general meeting”): |
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1. |
APPROVAL OF ANNUAL FINANCIAL STATEMENTS |
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Ordinary Resolution Number 1 |
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Resolved that the audited annual financial statements of the Company
and the group for the year ended 30 June 2005 be accepted and
approved. |
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2. |
APPROVAL OF DIRECTORS’ REMUNERATION |
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Ordinary Resolution Number 2 |
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Resolved that the directors’ fees for the year ended 30 June
2005 be determined as
R1 790 000. |
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3. |
ELECTION OF DIRECTOR |
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Ordinary Resolution Number 3 |
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Resolved that Mr P E Beyers who retires in terms of clause 31.1.1
of the Company’s Articles of Association and who has offered
himself for re-election, be hereby re-elected as a director of the
Company. |
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4. |
ELECTION OF DIRECTOR |
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Ordinary Resolution Number 4 |
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Resolved that Mr M J Bosman who retires in terms of clause 31.1.1
of the Company’s Articles of Association and who has offered
himself for re-election, be hereby re-elected as a director of the
Company. |
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5. |
ELECTION OF DIRECTOR |
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Ordinary Resolution Number 5 |
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Resolved that Mr J W Dreyer who retires in terms of clause 31.1.1
of the Company’s Articles of Association and who has offered
himself for re-election, be hereby re-elected as a director of the
Company. |
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6. |
ELECTION OF DIRECTOR |
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Ordinary Resolution Number 6 |
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Resolved that Dr E Links who retires in terms of clause 31.1.1
of the Company’s Articles of Association and who has offered
himself for re-election, be hereby re-elected as a director of the
Company. |
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Biographical details of all directors of the Company are set out
on the Directors page. |
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7. |
AUTHORITY TO PLACE SHARES UNDER CONTROL OF THE DIRECTORS |
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Ordinary Resolution Number 7 |
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Resolved that the entire authorised but unissued share capital
of the Company comprising 64 500 002 ordinary shares of one cent
each and 5 000 000 B ordinary shares of ten cents each, representing
5.61% of the authorised share capital, be and are hereby placed under
the control of the Board of Directors of the Company as a general
authority in terms of section 221(2) of the Companies Act (Act 61
of 1973), as amended (“the Companies Act”), subject to
the provisions of the Companies Act, the Company’s Articles
of Association and the Listings Requirements of the JSE Limited (“the
Listings Requirements”) until the next annual general meeting,
for allotment and issue to such persons and on such conditions as
the Board of Directors may deem fit, but subject to the condition
that: |
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- 26 000 000 ordinary shares and 5 000 000 B ordinary shares in the
authorised share capital of the Company have been reserved for the
purpose of the VenFin Share Scheme in terms of an ordinary resolution
of shareholders adopted on
21 September 2000.
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8. |
AUTHORITY TO REPURCHASE SHARES |
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Special Resolution Number 1 |
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Resolved that the Board of Directors of the Company be hereby authorised,
by way of a renewable general authority, to approve the purchase
of its own ordinary shares by the Company or to approve the purchase
of ordinary shares in the Company by any subsidiary of the Company,
provided that: |
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- this general authority shall be valid until the Company’s
next annual general meeting or for 15 months from the date of this
resolution, whichever period is shorter;
- the ordinary shares be purchased
through the order book of the JSE trading system and done without
any prior understanding or arrangement between the Company
and/or the relevant subsidiary and the counterparty;
- an announcement
complying with 11.27 of the Listings Requirements be published
by the Company (i) when the Company and/or its subsidiaries have
cumulatively repurchased 3% of the ordinary shares in issue as
at the time the general authority was given (“the initial number”); and (ii) for each 3%
in aggregate of the initial number of ordinary shares acquired thereafter
by the Company and/or its subsidiaries;
- the general repurchase by
the Company of its own ordinary shares shall not in the aggregate
in any one financial year exceed 20% of the Company’s issued
share capital of that class, provided that the acquisition of ordinary
shares as treasury stock by a subsidiary of the Company shall not
exceed 10% in the aggregate of the number of issued shares of the
Company;
- repurchases must not be made at a price more than 10% above
the weighted average of the market value of the ordinary
shares for the five business days immediately preceding the date
on which the transaction is effected;
- at any point in time the Company may only
appoint one agent to effect any repurchase on the Company’s
behalf or on behalf of any subsidiary of the Company;
- the Company
will after a repurchase still comply with the provisions
of the Listings Requirements regarding shareholder spread;
- the
Company and the subsidiary will not repurchase ordinary shares
during a prohibited period (as defined in the Listings Requirements);
and
- such repurchase shall be subject to the Companies Act, the
Company’s Articles
of Association and the Listings Requirements.
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It is the intention of the Board of Directors that they may use
such general authority should prevailing circumstances (including
the tax dispensation and market conditions), in their opinion, warrant
it. |
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The Company’s directors undertake that they will not implement
any such repurchases while this general authority is valid, unless: |
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- the Company and its group subsidiary companies will be able,
in the ordinary course of business, to pay its debts for a period
of 12 months after the date of the notice of the annual general
meeting at which this resolution is proposed (“the annual
general meeting”);
- the assets of the Company and its group
subsidiary companies will exceed the liabilities of the Company
and its subsidiary companies for a period of 12 months after
the date of the notice of the annual general meeting. For this
purpose, the assets and liabilities will be recognised and measured
in accordance with the accounting policies used in the Company’s
latest audited annual group financial statements;
- the Company
and its group subsidiary companies will have adequate share
capital and reserves for ordinary business purposes for a period
of 12 months after the date of the notice of the annual general
meeting;
- the working capital of the Company and its group subsidiaries
will be adequate for ordinary business purposes for a period
of 12 months after the date of the notice of the annual general
meeting; and
- upon entering the market to proceed with the repurchase,
the Company’s sponsor has confirmed the adequacy
of the Company’s working capital for the purposes of undertaking
a repurchase of shares in writing to the JSE.
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Reason for and effect of the Special Resolution Number 1 |
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The reason for and the effect of the special resolution is to grant
the Company’s directors a general authority to approve the Company’s
repurchase of its own shares and to permit a subsidiary of the Company
to purchase shares in the Company. |
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For the purposes of considering special resolution number 1 and
in compliance with 11.26 of the Listings Requirements, the information
listed below has been included in the Annual Report, in which this
notice of annual general meeting is included, at the places indicated: |
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- Directors and management;
- Major shareholders;
- No material changes to report on;
- Directors’ interests
in securities;
- Share capital of the Company (must link
to note 7);
- The directors, whose names are set out on the Directors
page of this report, collectively and individually accept full responsibility
for the accuracy of the information contained in this Special Resolution
Number 1 and certify that, to the best of their knowledge and belief,
that there are no other facts, the omission of which would make
any statement false or misleading and that they have made all reasonable
queries in this regard, and that this resolution contains all information
required by law and the Listings Requirements;
- There are no legal or arbitration
proceedings (including any such proceedings that are pending
or threatened of which the Company is aware), which may have
or have had a material effect on the Company’s financial
position over the last
12 months.
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And to transact any other business that may be transacted at an
annual general meeting. |
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Members who have not dematerialised their shares or who have dematerialised
their shares with “own name” registration are entitled
to attend and vote at the meeting and are entitled to appoint a proxy
or proxies to attend, speak and vote in their stead. The person so
appointed need not be a member of the Company. Proxy forms must be
lodged with the transfer secretaries of the Company, Computershare
Investor Services 2004 (Pty) Limited at 70 Marshall Street, Johannesburg,
2001, South Africa, or posted to the transfer secretaries at PO Box
61051, Marshalltown, 2107, South Africa, to be received by them not
later than Monday, 24 October 2005, at 15:30 (South African time). |
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Proxy forms should only be completed by members who have not dematerialised
their shares or who have dematerialised their shares with “own
name” registration. |
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On a show of hands, every member of the Company present in person
or represented by proxy shall have one vote only. On a poll, every
member of the Company shall have one vote for every share held in
the Company by such member. |
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Members who have dematerialised their shares, other than those
members who have dematerialised their shares with “own name” registration,
should contact their CSDP or broker in the manner and time stipulated
in their agreement: |
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- to furnish them with their voting instructions; and
- in the event
that they wish to attend the meeting, to obtain the necessary
authority to do so.
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By order of the Board of Directors. |
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M Lubbe |
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Secretary |
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Stellenbosch |
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6 September 2005 |
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Notice
to shareholders