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REUNERT LIMITED

(Registration number 1913/004355/06)
Share code: RLO
ISIN code ZAE000057428
(“Reunert” or “the Company”)
img Audited annual financial statements
 

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the hundredth annual general meeting of the holders of ordinary shares of Reunert Limited. The annual general meeting will be held at:
 

Reunert Boardroom

Lincoln Wood Office Park
6 – 10 Woodlands Drive
Woodmead
Johannesburg

on Monday, 17 February 2014, at 09h00

Directions to the venue for the annual general meeting are available at: http://www.reunert.co.za/maps-reunert-limited.php

In terms of section 59(1) of the Companies Act, 2008 (“the Companies Act”), the record date for the purpose of determining which shareholders of the Company are entitled to receive notice of the annual general meeting is Friday, 6 December 2013, and the record date for purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is Friday, 7 February 2014. Accordingly, the last date to trade in order to be registered in the register of members of the Company and therefore be eligible to participate in and vote at the annual general meeting is Friday, 31 January 2014.
 

1.

RELEVANT INFORMATION

WHO MAY ATTEND?

If you hold dematerialised shares which are registered in your name, or if you are the registered holder of certificated shares, you may:
attend the annual general meeting in person; alternatively
appoint a proxy or proxies to represent you at the annual general meeting and to attend, participate in, speak and vote in your stead by completing the proxy form (blue) in accordance with the instructions it contains.
 
If you hold dematerialised shares which are not registered in your name:
and you wish to attend the annual general meeting in person, or to appoint a proxy to attend in your stead, you must obtain the requisite letter of representation from your participant (previously “CSDP”), broker or nominee, as the case may be;
and you do not wish to attend the annual general meeting, but would like your vote to be recorded, you should contact your participant, broker or nominee and furnish them with your voting instructions; and
you must not complete the proxy form (blue).
 
Shareholders must verify the cut-off date for the submission of voting instructions with their participants, brokers or nominees.
 

WHO MAY VOTE?

Shareholders (of ordinary shares) are entitled to vote. Resolutions will be put to vote on a poll, unless the chairman of the meeting decides otherwise. Each shareholder will have one vote for each share held. Every shareholder present in person or represented by proxy and, if the person is a body corporate, its representative, shall have that proportion of the total votes being voted, which the nominal value of each share bears to the aggregate amount of the nominal value of all the shares, present in person or represented by proxy, entitled to vote at the annual general meeting.

On a show of hands, every shareholder present in person or represented by proxy, and if a member is a body corporate, its representative/s, shall have one vote, irrespective of the number of shares held.
 

VOTING AND PROXIES

Each shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the Company. For the convenience of shareholders of the Company, a form of proxy is enclosed herewith (blue). Proxy forms must be forwarded to reach the share transfer secretaries, Computershare Investor Services Proprietary Limited to be received by them not later than 09h00 on Friday, 14 February 2014.

Contact information for the share transfer secretaries:

Computershare Investor Services Proprietary Limited

Physical address: Ground Floor, 70 Marshall Street,
Johannesburg
Postal address: PO Box 61051, Marshalltown, 2001
Telephone: +27 11 370 5000
Fax: +27 11 688 5222
E-mail: proxies@computershare.co.za
Website: www.computershare.co.za
 

ELECTRONIC PARTICIPATION

As required in terms of section 61(10) of the Companies Act, the Company will make provision for shareholders or their proxies to participate in the annual general meeting by way of electronic communication. Such shareholder (or proxy) will need to contact the Company at +27 11 517 9044 by no later than 16h00 on Thursday, 13 February 2014, so that the Company can provide for a teleconference dial-in facility. Shareholders must ensure that, when such shareholder intends participating in the annual general meeting via teleconference, the voting proxies are sent through to the share transfer secretaries, Computershare Investor Services Proprietary Limited (see contact information provided under “Voting and Proxies”) to be received by them not later than 09h00 on Friday, 14 February 2014.

The Company will not levy any fee or recover its costs from any shareholder making use of this service. Shareholders may, however, be billed separately by their own telephone service providers for their telephone call to participate in the annual general meeting.
 

CHANGE OF ADDRESS AND BANKING DETAILS

Shareholders are requested to notify any change of address or banking details to the share transfer secretaries, Computershare Investor Services Proprietary Limited (see contact information provided under “Voting and Proxies”) to be received by then not later than 09h00 on Friday, 14 February 2014.
 

PROOF OF IDENTIFICATION REQUIRED

Section 63(1) of the Companies Act requires that any person who wishes to attend, participate in, and vote at the annual general meeting, must present reasonably satisfactory identification at the meeting. A smart ID card or green bar-coded identification document issued by the South African Department of Home Affairs, a driver’s licence or a valid passport will be accepted as satisfactory identification by the chairman of the annual general meeting.

Shares held by a share trust or scheme will not have their votes at the annual general meeting taken into account for the purposes of the resolutions proposed in terms of the JSE Listings Requirements. Unlisted securities and treasury shares also do not carry any voting rights.
 

GUIDANCE TO OBTAIN A COPY OF THE COMPLETE AUDITED FINANCIAL STATEMENTS

A copy of the Company’s complete audited annual financial statements may be obtained from the Company’s website: www.reunert.co.za or by requesting a printed version from the company secretariat.
 

GENERAL PURPOSE OF THE ANNUAL GENERAL MEETING

The general purpose of this annual general meeting is to:
present information on the Company to shareholders;
deal with matters required to be dealt with at an annual general meeting in terms of the Companies Act and the JSE Listings Requirement; and
deal with matters raised by shareholders, with or without advance notice.
 

RECOMMENDATION

The board of directors of the Company (“the board”) believes that the resolutions to be considered at the annual general meeting are in the best interest of the Company and its shareholders. The board unanimously recommends that the shareholders vote in favour of the proposed resolutions, as the directors who are also shareholders intend to do.
 

VOTING PERCENTAGE REQUIRED TO PASS RESOLUTIONS

Resolutions no 1 to 13 and 18 require the support of more than 50% (fifty per cent) of the voting rights exercised on each of them by the shareholders, whether present in person, or represented by proxy.

Resolutions no 14 to 17 require the support of at least 75% (seventy five per cent) of the voting rights exercised on each of them by the shareholders, whether present in person, or represented by proxy.
 

PROPOSED AGENDA

1.

PRESENTATION OF INFORMATION

The following will be available or presented at the annual general meeting:
the directors’ report;
the audited annual financial statements for the financial year ended 30 September 2013;
the audit committee report ; and
the report of the social, ethics and transformation committee*.
 
(*Note: The social, ethics and transformation committee has been mandated to perform the statutory functions of the social and ethics committee as contemplated in the Companies Act and its Regulations and the committee chairman will be available at the meeting to provide feedback to shareholders on matters within its mandate.)
 
The directors have summarised important aspects of the financial statements in the integrated report with which this notice is sent.
 

2.

ORDINARY RESOLUTIONS

The following ordinary resolutions will be proposed and, if deemed fit, passed, with or without amendments.
 

CONFIRMATION OF OFFICE OF NEWLY APPOINTED DIRECTORS:

Resolution No 1

Election of AE Dickson as an executive director of the Company

“Resolved that AE Dickson be and is hereby elected as an executive director of the Company.”
 

Resolution No 2

Election of S Martin as a non-executive director of the Company

“Resolved that S Martin be and is hereby elected as an independent non-executive director of the Company.”
 

Resolution No 3

Election of MAR Taylor as an executive director of the Company

“Resolved that MAR Taylor be and is hereby elected as an executive director of the Company.”
 

Information pertinent to Resolutions No 1 to 3

In terms of the Companies Act and the Company’s Memorandum of Incorporation, all new appointments to the board must be confirmed by the shareholders at the first annual general meeting following such appointment. The directors listed in resolutions 1 to 3 were appointed since the last annual general meeting held on 12 February 2013.

A brief curriculum vitae in respect of each of these directors appears in the tab above.
 

RE-ELECTION OF RETIRING DIRECTORS

Resolution No 4

Re-election of SD Jagoe as a non-executive director of the Company

“Resolved that SD Jagoe be and is hereby re-elected an independent non-executive director of the Company.”
 

Resolution No 5

Re-election of NDB Orleyn as a non-executive director of the Company

“Resolved that NDB Orleyn be and is hereby re-elected a non-executive director of the Company.”
 

Resolution No 6

Re-election of SG Pretorius as a non-executive director of the Company

“Resolved that SG Pretorius be and is hereby re-elected an independent non-executive director of the Company.”
 

Information pertinent to Resolutions No 4 to 6

In terms of the Company’s Memorandum of Incorporation one third of the directors are required to retire at each annual general meeting. The retiring directors referred to in resolutions 4 to 6 above have made themselves available for re-election. The board has evaluated the performance of the board and these directors and are of the view that these directors contribute to the skills, experience and effectiveness of the board.

A brief curriculum vitae in respect of each of the directors standing for re-election, as outlined in resolutions no 4 to 6 above, appears in the tab above..

JC van der Horst and LM Mojela, who are both retiring as non-executive directors at the annual general meeting, have not made themselves available for re-election. In terms of the board charter, a director should not continue to serve after reaching the age of 70, which necessitates JC van der Horst’s retirement at this annual general meeting. LM Mojela has extensive business interests and is retiring to devote more time to these.
 

Resolution No 7

Re-election of R van Rooyen to the audit committee of the Company

“Resolved that R van Rooyen, a director of the Company who fulfils the requirements contemplated in section 94(4) of the Companies Act, be and is hereby re-elected as a member of the audit committee of the Company, to hold office until the conclusion of the next annual general meeting of the Company.”
 

Resolution No 8

Re-election of SD Jagoe to the audit committee of the Company

“Resolved that, subject to the passing of resolution no 4, SD Jagoe, a director of the Company who fulfils the requirements contemplated in section 94(4) of the Companies Act, be and is hereby re-elected as a member of the audit committee of the Company, to hold office until the conclusion of the next annual general meeting of the Company.”
 

Resolution No 9

Election of S Martin to the audit committee of the Company

“Resolved that, subject to the passing of resolution no 2, S Martin, a director of the Company who fulfils the requirements contemplated in section 94(4) of the Companies Act, be and is hereby elected as a member of the audit committee of the Company, to hold office until the conclusion of the next annual general meeting of the Company.”
 

Resolution No 10

Re-election of TS Munday to the audit committee of the Company

“Resolved that TS Munday, a director of the Company who fulfils the requirements contemplated in section 94(4) of the Companies Act, be and is hereby re-elected as a member of the audit committee of the Company, to hold office until the conclusion of the next annual general meeting of the Company.”
 

Information pertinent to Resolutions No 7 to 10 and disclosure in terms of paragraph 3.84(d) listings requirement

The board has evaluated the effectiveness of the audit committee and is of the view that the collective skills and experience of the members proposed for election or re-election to the audit committee remain appropriate in light of the audit committee’s mandate. All of the proposed members of the audit committee are independent non-executive directors of the Company.

It is disclosed that TS Munday, who has been a member of the audit committee from December 2012, also serves as the chairman of the board. The board has considered the King Code on Corporate Governance for South Africa (“King III”), which recommends (in Principle 2.16, par 45.1 and Principle 3.2, par 11) that the chairman of the board should not be a member of the audit committee. The board believes, however, that in light of Mr Munday’s in-depth knowledge, skills and experience, he will continue to make a valuable and independent contribution to the audit committee.

A brief curriculum vitae in respect of each of the directors standing for election or re-election to the audit committee, as outlined in resolutions no 7 to 10 above, appears in the tab above..
 

Resolution No 11

Re-appointment of external auditors

“Resolved to re-elect Deloitte & Touche (“Deloitte”) as the independent external auditor of the Company and to re-appoint PJ Smit as the individual designated auditor (that is the audit partner representing Deloitte) to hold office for the audit relating to the financial year ending 30 September 2014, subject to Deloitte and the audit committee agreeing on the fees and terms of engagement on behalf of Reunert.”
 

Information pertinent to Resolution No 11

The audit committee recommends the re-election of Deloitte as the independent external auditor and PJ Smit as the individual designated external auditor of the Company, to hold office for the financial year ending 30 September 2014. The audit committee has evaluated the independence, experience and performance of both Deloitte and PJ Smit and has concluded that both comply with the requirements of section 94 of the Companies Act and with the principles of King III. PJ Smit was first appointed as designated auditor to the Company at the annual general meeting held on 27 January 2012 and is therefore not yet subject to compulsory rotation, as required in terms of section 92 of the Companies Act.
 

Resolution No 12

Endorsement of the Reunert remuneration policy

“Resolved to approve the Company’s remuneration policy as set out under Remuneration report.”
 

Information pertinent to Resolution No 12

King III recommends that the Company’s remuneration policy be tabled to shareholders for a non-binding advisory vote. However, in the interest of corporate governance and transparency, the board presents the remuneration policy to shareholders for a binding vote and undertakes not to implement any new remuneration principles unless and until the approval of the remuneration policy by shareholders has been obtained.

The remuneration committee, in consultation with management and external professionals, has carefully considered the Company’s remuneration policy and recommended same to the board. The Company’s remuneration policy is set out under Remuneration report.

In the event that this resolution 12 is not approved, the Company will continue to apply its previously approved remuneration policy until such time as a new remuneration policy is approved.
 

Resolution No 13

Ratification relating to personal financial interest arising from multiple offices in the Reunert group

“Resolved that, any resolutions or agreements of executive directors and prescribed officers of the Company in contravention of section 75 of the Companies Act are hereby ratified, but only to the extent that the relevant resolutions or agreements fell within the ambit of section 75 of the Companies Act as a result of the deeming of the relevant executive director and/or prescribed officer as a “related person” to another company in the Reunert Group, of which the relevant executive director and/or prescribed officers is also a director or prescribed officer.”
 

Information pertinent to Resolution No 13

Section 75 of the Companies Act prohibits a director or prescribed officer from participating in or voting on any board resolutions or entering into any agreements if such director or prescribed officer has a “personal financial interest” in the matter. This prohibition also applies if that director is related to another person that has a “personal financial interest” in that matter. Section 75 of the Companies Act extends the definition of “related person” to other companies for which the director/ prescribed officers is a director/prescribed officer.

As the executive directors and prescribed officers of the Company may serve more than one company in the Reunert group, the above resolution is intended to ensure that any resolutions or agreements by the board are valid, despite the fact that it may have involved multiple group companies, served by the same individuals as directors or prescribed officers. The above resolution does not ratify any other actions of directors or prescribed officers that contravened section 75 of the Companies Act for any other reason. Resolution no 13 does not limit any other statutory or common-law duties that may apply to directors or prescribed officers.
 

3.

SPECIAL RESOLUTIONS

The following special resolutions will be proposed and, if deemed fit, passed, with or without amendments:

Resolution No 14

Approval of issue of shares in terms of the Reunert 1985 Share Option Scheme, Reunert 1988 Share Purchase Scheme and the Reunert 2006 Share Option Scheme

“Resolved that, as required by section 41(1) of the Companies Act, the issue of up to 2 775 000 authorised but unissued shares, to any:
director, future director, prescribed officer, or future prescribed officer of the Company;
person related or inter-related to the Company, or to a director or prescribed officer of the Company; or
nominee of a person contemplated above;
 
pursuant to Reunert’s anticipated obligations in terms of the Reunert 1985 Share Option Scheme, Reunert 1988 Share Purchase Scheme and the Reunert 2006 Share Option Scheme, be and is hereby approved.

This resolution shall endure until the earlier of a superceding resolution being passed by shareholders or two years from the date of passing of this resolution.”
 

Information pertinent to Resolution No 14

Resolution no 14 is proposed to enable the Company to settle its potential obligations in respect of the exercise of options previously issued in terms of historic long-term incentive schemes. The Company has not made any new allocations under the long-term incentive schemes mentioned in this resolution during the financial years ended 30 September 2012 and 30 September 2013 and the board undertakes not to make any further allocations in terms of these schemes.

It is noted that any issue of shares to directors, future directors, prescribed officers, future prescribed officers and persons related or inter-related to the Company must first be approved by way of a special resolution in terms of section 41 of the Companies Act, as requested above.

To the extent that the issue of shares in respect of the schemes mentioned in resolution no 14 is not required, the board will not otherwise utilise its authority in terms of this resolution to issue shares to related persons.
 

Resolution No 15

General authority to repurchase shares

“Resolved that the Company hereby approves, as a general authority, the repurchase by the Company, and/or any subsidiary of the Company (subject to such subsidiary’s Memorandum of Incorporation and passing of the necessary special resolution by that subsidiary) a repurchase of the issued shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, subject to any other approvals required in terms of the law and the JSE Listings Requirements and provided that such repurchase shall not exceed 5% of the issued shares as at the date of this annual general meeting (approximately 10 million shares as at the date of publication of this notice); such authority to endure until the earlier of a superceding resolution being passed by shareholders, the Company’s next annual general meeting or 15 months from the date of passing of this resolution.“
 

Required disclosures

The information required in terms of the JSE Listings Requirements is contained in Annexure “A” hereto.
 

Further information pertinent to Resolution No 15

The directors are of the opinion that it would be in the best interests of the Company to ensure that the Company is in a position to repurchase issued shares through the order book of the JSE, should the market conditions and price justify such action, subject to the provisions of sections 46 and 48 of the Companies Act having been met. This general authority sought is limited to 5% of the issued shares as at the date of this annual general meeting (being Monday, 17 February 2014).
 

Resolution No 16

Directors’ remuneration

“Resolved that the remuneration proposed hereunder in respect of the non-executive directors of the Company, for their services as directors (as contemplated in section 66(8) read with section 66(9) of the Companies Act), be and is hereby approved, effective from 1 March 2014:
 
  Current
fee per
annum
Note Proposed
increase
Proposed
fee per
annum
(rounded to
nearest R’000)
Number
of meetings
Current
fee per
additional
meeting
Proposed
fee per
additional
meeting
(rounded to
nearest
R’000)
Chairman 825 000 1 33,0%
1 100 000
4 35 000
37 250
Non-executive directors 162 000 6,4%
172 400
4 18 000
19 200
Audit committee chairman 175 000 6,4%
186 200
3 17 000
18 100
Audit committee member 100 000 6,4%
106 400
3 17 000
18 100
Remuneration committee chairman 112 000 6,4%
119 200
2 17 000
18 100
Remuneration committee member 64 000 6,4%
68 100
2 17 000
18 100
Nomination committee chairman N/A 2 6,4%
N/A
2 17 000
18 100
Nomination committee member 64 000 6,4%
68 100
2 17 000
18 100
Risk committee chairman 80 000 27,5%
102 150
2 17 000
18 100
Risk committee member 64 000 6,4%
68 100
2 17 000
18 100
Social, ethics and transformation committee chairman 96 000 24,2%
119 200
2 17 000
18 100
Social, ethics and transformation committee member 64 000 6,4%
68 100
2 17 000
18 100
Investment committee chairman and members     6,4%
 
Ad hoc 17 000
18 100
1 The chairman’s fee is on an all-inclusive basis, including attendance at all scheduled board and committee meetings.
2 The chairman of the board is also the chairman of the nomination committee and therefore no additional fees are payable to the chairman of the nomination committee.
 
This authority shall endure until the earlier of a superceding resolution being passed by shareholders or two years from the date of passing of this resolution.”
 

Information pertinent to resolution No 16

Section 66 of the Companies Act provides that in order for directors to be remunerated for their services as directors, the remuneration must be in accordance with a special resolution approved by shareholders within the previous 2 (two) years.

Executive management has considered the non-executive remuneration currently being paid by the Company’s peers, the skills and experience and the time commitment that will be required of the relevant non-executive directors. Executive management considers the remuneration proposed in this resolution no 16 to be reasonable. The fees proposed in this resolution no 16 were reviewed by the remuneration committee, which supports this recommendation to shareholders.

With three exceptions, the proposed non-executive directors’ fees increase by 6,4% over the prior year’s fees, which is equal to the average increase in remuneration levels in the group.

A substantial increase is proposed for the chairman of the board. This is due to an increase in his responsibilities and time commitment as a result of his appointment as a member of the audit committee, which was not previously taken into account. In addition, having benchmarked the chairman’s remuneration with due regard to the extensive time commitments required and his level of experience, management is of the view that this increase is justified and fair to Reunert.

The relative workload of the chairmen of the risk committee and the social, ethics and transformation committee has increased significantly and the recommended remuneration has been increased accordingly. Management is therefore proposing a higher than average increase for these chairmen, which it believes is justified in light of their respective workloads.
 

Resolution No 17

Financial assistance to entities related or inter-related to the Company

“Resolved that, as a general approval, the Company may provide direct or indirect financial assistance (“financial assistance” will herein have the meaning attributed to it in sections 44(1) and 45(1) of the Companies Act respectively) to any:
(i) director or a prescribed officer of the Company, but only in respect of the long-term incentive scheme of the Company in place from time to time, or;
(ii) to any related or inter-related persons or company/ies (other than directors or prescribed officers to whom financial assistance may be provided only in accordance with (i) above);
 
and further subject to compliance with the remainder of Sections 44 and 45 of the Companies Act, as the board of the Company may deem fit and on the terms and conditions, to the recipient/s, in the form, nature and extent and for the amounts that the board of the Company may determine from time to time.

This authority shall endure until the earlier of a superceding resolution being passed by shareholders or 2 (two) years from the date of passing of this resolution.”
 

Information pertinent to Resolution No 17

Sections 44 and 45 of the Companies Act provide, inter alia, that financial assistance to the board, prescribed officers and subsidiaries of the Company must be approved by a special resolution of the shareholders, adopted within the previous 2 (two) years. Following the passing of such special resolution, the directors may authorise financial assistance, but only if they are satisfied that:
immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test; and
the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.
 
In the ordinary course of business, the Company is required to grant financial assistance to subsidiaries and other juristic persons in the group, such as various forms of performance and pre-payment guarantees, subordination of existing debt of subsidiaries, as well as the “financial assistance” which results from the cash management system of the Company and its subsidiaries. This resolution will enable the Company (provided that the additional requirements relating to solvency and liquidity and the terms of the financial assistance are also met) to provide financial assistance to persons and/or subsidiaries in the group as is required from time to time.

This resolution no 17 also allows the Company to provide financial assistance to its directors and prescribed officers pursuant to the Company’s approved long-term incentive scheme in place from time to time. This resolution does not allow the Company to provide any other form of financial assistance, such as loans or sureties, to directors and prescribed officers.
 

4.

AUTHORISING RESOLUTION (ORDINARY)

Resolution No 18

Signature of documents and authority for implementation of resolutions

“Resolved that any one director or the company secretary of the Company, be and is hereby authorised to do all such things and sign all such documents and agreements and procure the doing of all such things and signature of all documents and take all such action as he or she considers necessary for or incidental to the implementation of the resolutions set out in this notice and passed at the annual general meeting of the Company.”
 

Information pertinent to Resolution No 18

In order to implement the resolutions passed at the annual general meeting of the Company, resolution no 18 grants any director or the company secretary of the Company the authority to implement the resolutions passed at the annual general meeting.
 

5.

MATTERS RAISED BY SHAREHOLDERS

Matters raised by shareholders shall be dealt with in the manner determined by the chairman of the meeting.

By order of the board
 
img
 
Karen Louw
on behalf of Reunert Management Services Limited
Company secretary
Sandton

20 November 2013
 

REUNERT LIMITED

(“the Company”)
Registration Number 1913/004355/06
JSE Share Code: RLO
ISIN Number: ZAE000057428
 

RESOLUTION NO 15: DISCLOSURE OF INFORMATION RELEVANT TO GENERAL REPURCHASE OF SHARES

In respect of the general authority to re-purchase ordinary shares in issue (“Shares”) requested by the board of directors from shareholder of the Company (“Shareholders”) and in terms of Article 6 of the Company’s Memorandum of Incorporation, the following additional information is disclosed:
1. It is recorded that the Company or any subsidiary of the Company, may and will only make a general repurchase of Shares provided that:
1.1 The repurchase of Shares is effected through the order book operated by the JSE trading system and is done without any prior understanding or arrangement between the Company, or the relevant subsidiary, and any counterparty;
1.2. The relevant subsidiary, if applicable, is authorised thereto by its Memorandum of Incorporation;
1.3. The relevant subsidiary, if applicable, is authorised thereto by its shareholders in terms of a special resolution of that relevant subsidiary;
1.4. An announcement containing full details of the repurchase of Shares is published as soon as the Company and/or any of its subsidiaries shall have acquired Shares which constitute, on a cumulative basis, 3% of the Company’s issued Shares on the date of this approval and for each subsequent 3% (on a cumulative basis) of the Company’s issued Shares on the date of this approval, in accordance with paragraph 11.27 of the JSE Listings Requirements;
1.5. This general authority is valid only until Shareholders pass a superceding resolution, or until the next annual general meeting of the Company, whichever is the earlier, provided that this general authority shall not extend beyond 15 months from the date of passing of this special resolution;
1.6. Repurchases are made at a price no greater than 10% above the volume weighted average of the market value for the Shares for the 5 business days immediately preceding the date on which the repurchase(s) is/are effected;
1.7. At any point in time, the Company, or the relevant subsidiary, appoints only one agent to effect any repurchase on the Company’s or subsidiary’s behalf;
1.8. The Company, or the relevant subsidiary, does not repurchase securities during a prohibited period as defined in the JSE Listings Requirements, unless the Company has a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period;
1.9. A resolution is passed by the board of the Company and/ or the board of the relevant subsidiary authorising the repurchase, acknowledging that the Company and or the relevant subsidiary passed the solvency and liquidity test as required by section 48 of the Companies Act and that since the test was done there have been no material changes to the financial position of the Company and/or the relevant subsidiary; and
1.10. The general repurchase of any Shares is (notwithstanding the 20% limit in the Listings Requirements) limited to a maximum of 5% of the Company’s Shares (being approximately 10 million Shares as at the date of this notice) until Shareholders pass a superceding resolution, until the next annual general meeting of the Company or 15 months from the date of passing of this special resolution, whichever is the earlier.
2. Any acquisition of ordinary shares shall be subject to:
2.1. The Companies Act;
2.2. The JSE Listings Requirements;
2.3. Exchange control regulations and approvals, as may be necessary; and
2.4. The sanction of any other relevant authority where approval is required in law.
3. After having considered the effect of any repurchases of ordinary shares pursuant to this general authority, the board confirms that it will not undertake a repurchase of Shares unless:
3.1. The Company and the Group (being the consolidated position of the Company and its subsidiaries) would be able to repay it and their debts in the ordinary course of business for the period of 12 (twelve) months after the date of each repurchase;
3.2. The assets of the Company and the Group, fairly valued in accordance with International Financial Reporting Standards and the Group’s accounting policies used in the latest audited Group financial statements, will be in excess of the liabilities of the Company and the Group for the period of 12 (twelve) months after the date of each repurchase;
3.3. The Company and the Group will have adequate capital and reserves for ordinary business purposes for the period of 12 (twelve) months after the date of each repurchase; and
3.4. The working capital of the Company and the Group will be adequate for ordinary business purposes for the period of 12 (twelve) months after the date of each repurchase.
4. The Company undertakes that it will not enter the market to repurchase the Company’s securities, in terms of the general authority of resolution no 15, until such time as the Company’s sponsor has provided written confirmation to the JSE regarding the adequacy of the Company’s working capital in accordance with Schedule 25 of the Listings Requirements.
5. For the purposes of considering the special resolution and in compliance with paragraph 11.26 of the Listings Requirements, certain information is either listed below or has been included in the audited annual financial statements or integrated report for the financial year ended 30 September 2013:
5.1 Directors and management – refer to Board and executive management.
5.2. Major shareholders – refer to Board and executive management.
5.3. Directors’ interests in securities – refer to note 25.
5.4. Share capital of the Company – refer to note 9.
5.5. The directors, whose names are set out under Governance framework, collectively and individually accept full responsibility for the accuracy of the information contained in the notice of the annual general meeting to which this Annexure is attached and the integrated report and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement false or misleading and that they have made all reasonable enquiries in this regard, and further that the notice of annual general meeting to which this annexure is attached and this annexure contain all information required by law and the Listings Requirements.
5.6. 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 had a material effect on the Company’s financial position over the past 12 (twelve) months preceding the date of the notice of annual general meeting to which this annexure is attached.
5.7 Other than the facts and developments reported on in the annual financial statements and the integrated report, there have been no material changes in the financial position of the Company since the date of the audit report.
 

RELATING TO RESOLUTION NO 1 TO 10

TS MUNDAY
CHAIRMAN, INDEPENDENT NON-EXECUTIVE DIRECTOR
DIRECTOR OF COMPANIES BCom
Appointed to the board from 1 June 2008 and as chairman from 1 June 2009
Date of birth: 12 September 1949
Since 1971 Trevor has held a wide range of financial and commercial management positions both in southern Africa and Europe. In the late 1980s he was appointed finance and commercial director of AECI Explosives and Chemicals Limited. In 1990 he was appointed managing director of Dulux Paints and, between 1996 and 2000, was managing director of Polifin Limited.

In 2001 Trevor was appointed executive director and chief financial officer of Sasol Limited with responsibility also for corporate affairs and various other portfolios Two years later he assumed global responsibility for Sasol’s chemicals businesses.

In 2005 and 2006 he held the position of deputy chief executive of Sasol Limited. Trevor retired from his executive roles at the end of 2006 and in 2007 became a non-executive director of a number of companies.

He serves as a board member of Barclays Africa Group Limited, Absa Bank Limited, Illovo Sugar Limited, Life Healthcare Group Holdings Limited and Iron Minerals Beneficiation Services Proprietary Limited.
 
SD JAGOE
INDEPENDENT NON-EXECUTIVE DIRECTOR
INVESTMENT BANKER BSc (Eng), MBA
Appointed to the board in 2000
Date of birth: 9 June 1951
Sean has over 30 years’ experience in banking and finance and is an executive with Reinet Limited in London. His investment banking career includes experience gained at JP Morgan, Fidelis Partners, Morgan Stanley and Rand Merchant Bank. Prior to entering investment banking, he worked at the Industrial Development Corporation.

Sean also serves on the board of Ceramic Industries Limited.
 
S MARTIN
INDEPENDENT NON-EXECUTIVE DIRECTOR
LLB, MBA
Appointed to the board: 1 December 2013
Date of birth: 19 March 1972
An admitted attorney of the High Court of South Africa, Sarita started her career as a candidate attorney at the Office of the Public Defender. She left public office to join the corporate world in 1999.

Sarita has held various senior positions in the fields of compliance, corporate governance and company secretariat at several listed companies including Standard Bank Limited, African Bank Limited, Absa Group Limited and Anglo American Platinum Limited.

Sarita is currently a corporate governance and board secretariat consultant, company secretary coach and an Institute of Directors facilitator for board appraisals. She also serves as a member of the Litigation Committee of the Financial Services Board (FSB).
 
NDB ORLEYN
NON-EXECUTIVE DIRECTOR
DIRECTOR OF COMPANIES BJuris, BProc, LLB
Appointed to the board in 2007
Date of birth: 13 January 1956
Thandi is a director and shareholder of Peotona, an investment company owned and managed by four women – Cheryl Carolus, Wendy Lucas-Bull, Dolly Mokgatle and herself. Thandi is an adjunct professor of Law at the University of Cape Town and a member of the University Council of the University of Fort Hare. She serves on the boards of BP Southern Africa Proprietary Limited as chairman, Impala Platinum Holdings Limited, Toyota SA Proprietary Limited, Tokiso Dispute Settlement Proprietary Limited and Foster Wheeler South Africa Proprietary Limited. She also serves on a number of trusts and foundations.

Thandi was an attorney and regional director of the Legal Resources Centre, national director of the Commission for Conciliation, Mediation and Arbitration and national director of a commercial law firm. Thandi is an accredited mediator with the Centre for Effective Dispute Resolution. She is also a mediator and arbitrator for Tokiso Dispute Settlement.
 
SG PRETORIUS
INDEPENDENT NON-EXECUTIVE DIRECTOR
DIRECTOR OF COMPANIES MCom (Business Economics)
Appointed to the board 22 February 2011
Date of birth: 15 February 1948
Brand Pretorius started his career at Toyota South Africa in March 1973. Following a number of management positions in research, planning, sales and marketing, he was appointed managing director of Toyota SA Marketing in 1988. In March 1995 he joined McCarthy Motor Holdings and was promoted to chief executive officer of the holding company, McCarthy Limited, in October 1999. He retired as an executive director of McCarthy and its controlling shareholder Bidvest on 1 March 2011.

Brand has received numerous national marketing and leadership awards. He holds honorary professorships at the University of Johannesburg, the University of Pretoria, University of the Free State and an honorary doctorate in marketing from the Durban University of Technology. Brand is a Fellow in Leadership at the Gordon Institute of Business Science as well as at the Centre for Responsible Leadership at the University of Pretoria. He serves on the board of the READ Educational Trust and on the advisory board of the University of Stellenbosch Business School. He is also the vice-chairman of Business Against Crime South Africa.

Brand serves as non-executive director on the boards of the Barclays Africa Group Limited, Tongaat Hulett Limited and Tata Africa Holdings. He is the non-executive chairman of Italtile Limited and is also a member of the global advisory board of the consultancy firm Alexander Proudfoot.
 
R VAN ROOYEN
INDEPENDENT NON-EXECUTIVE DIRECTOR
DIRECTOR OF COMPANIES CA (SA)
Appointed to the board 1 November 2009
Date of birth: 23 January 1949
Rynhardt retired in 2008 after 31 years as group general manager of Sasol. He held various financial and commercial positions during his career with Sasol. At retirement he was a member of Sasol’s group executive committee and director and member of most of Sasol’s major subsidiaries and audit committees.

He is a member of the Sasol Pension Fund Investment Committee.
 
AE DICKSON
EXECUTIVE DIRECTOR: CBI-ELECTRIC
MSc (Eng), MBA
Appointed to the board 21 November 2013
Date of birth: 14 December 1970
Alan completed a Masters degree in Electrical Engineering at the University of the Witwatersrand. He spent a short time in the consulting engineering fraternity before joining African Cables as a design engineer in 1997.

Alan held several management positions within the organisation before assuming responsibility for all commercial activity in February 2000. He was appointed commercial director in 2007 and held this position until being appointed managing director in February 2009. Alan was promoted to managing director of CBI-electrical businesses on 25 October 2012. The African Cables and Low and Medium Voltage operations report to him.
 
MAR TAYLOR
EXECUTIVE DIRECTOR: NASHUA
Appointed to the board on 21 November 2013
Date of birth: 15 June 1963
Mark is an ICT industry veteran with more than two decades of experience. Prior to re-joining Nashua Mobile on 1 October 2012, Mark was the managing director of Vodacom Payment Services (M-PESA) as well as managing executive for Vodacom’s Supply Chain and Logistics divisions.

Mark joined Vodacom from Nashua Mobile, where he was MD from July 2003 to September 2008. During this time he was instrumental in transforming Nashua Mobile from a corporate-focused business into a multi-channel company.

Mark began his career as an IT specialist where he worked extensively in the mainframe arena in the banking industry and in the consolidation of IT systems.

He was the project manager responsible for the merger of Plessey and Nedtel in 1999, and played the same role when Nedtel and Nashua merged to form Nashua Mobile in 2001.