The 2007 Annual General Meeting of the Company will be held on Wednesday, 24 October 2007, at 15:30 in Magnifica 3, Protea Hotel Stellenbosch, Techno Avenue, Techno Park, Stellenbosch, to consider the following resolutions and, if deemed fit, approve same with or without modification (“the annual general meeting”):
| 1. |
APPROVAL OF ANNUAL FINANCIAL STATEMENTS
Ordinary Resolution Number 1
Resolved that the audited annual financial statements of the Company and the group for the year ended 30 June 2007 be accepted and approved. |
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| 2. |
APPROVAL OF DIRECTORS’ REMUNERATION
Ordinary Resolution Number 2
Resolved that the directors’ fees for services rendered as directors during the past financial year be fixed at R745 000. |
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| 3. |
ELECTION OF DIRECTOR
Ordinary Resolution Number 3
Resolved that Mr G T Ferreira who retires in terms of article 25.1 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
Ordinary Resolution Number 4
Resolved that Mr J Malherbe who retires in terms of article 25.1 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.
Details of all directors of the Company are set here. |
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| 5. |
AUTHORITY TO PLACE SHARES UNDER CONTROL OF THE DIRECTORS
Ordinary Resolution Number 5
Resolved that 10% of the authorised but unissued share capital of the Company, being 25 504 965 ordinary shares of one cent each and 500 000 B ordinary shares of ten cents each, 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”), 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, subject to the provisions of the Companies Act and the Company’s articles of association. |
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| 6. |
AUTHORITY TO ACQUIRE OWN SHARES
Special Resolution Number 1
Resolved that the Board of Directors of the Company be hereby authorised, by way of a renewable general authority, to approve the acquisition of its own ordinary shares by the Company or to approve the acquisition of ordinary shares in the Company by any subsidiary of the Company, subject to the provisions of sections 85 to 89 of the Companies Act.
It is the intention of the Board of Directors to use such general authority should prevailing circumstances (including the tax dispensation and market conditions), in their opinion, warrant it.
The Company’s directors undertake that they will not implement any share acquisition while this general authority is valid, if there are reasonable grounds for believing that:
- the Company is, or would after the payment be, unable to pay its debts as they become due in the ordinary course of business; or
- the consolidated assets of the Company fairly valued would after the payment be less than the consolidated liabilities of the Company.
Reasons for and effect of the Special Resolution Number 1
The reasons for and the effect of the special resolution is to grant the Company’s directors a general authority to approve the acquisition by the Company of its own shares and to permit a subsidiary of the Company to acquire shares in the Company. |
And to transact any other business that may be transacted at an annual general meeting.
A member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. For this purpose a form of proxy is enclosed with this notice of annual general meeting. A proxy need not also be a member of the Company.
Every member present in person or by proxy and entitled to vote at the annual general meeting of the Company shall, on a show of hands, have one vote only, irrespective of the number of shares such member holds, but in the event of a poll, every member shall be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by him/her bears to the aggregate amount of the nominal value of all the shares issued by the Company.
By order of the Board of Directors.
Mariza Lubbe
Secretary
Stellenbosch
5 September 2007 |
