Notice is hereby given that the annual general meeting of shareholders of the company will be held at Market Hall, GrandWest Casino, Goodwood on Wednesday, 9 December 2009 at 18h00 to consider, propose and/or conduct the following business (registration closes 15 minutes before the meeting commences):
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| 1. |
To transact such other business as may be transacted at an annual general meeting.
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| 2. |
Ordinary Resolution Number One
To re-elect Hassen Adams as director of the company.
“RESOLVED THAT Hassen Adams who retires by rotation in terms of the articles of association of the company and being eligible for re-election, be and is hereby reappointed as director of the company.” A summary of the curriculum vitae of Hassen Adams is provided
here.
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| 3. |
Ordinary Resolution Number Two
To re-elect Anthony Bedford as director of the company.
“RESOLVED THAT Anthony Bedford who retires by rotation in terms of the articles of association of the company and being eligible for re-election, be and is hereby reappointed as director of the company.” A summary of the curriculum vitae of Anthony Bedford is provided
here.
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| 4. |
Ordinary Resolution Number Three
To re-elect Nombeko Mlambo as director of the company.
“RESOLVED THAT Nombeko Mlambo who retires by rotation in terms of the articles of association of the company and being eligible for re-election, be and is hereby reappointed as director of the company.” A summary of the curriculum vitae of Nombeko Mlambo is provided
here.
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| 5. |
Ordinary Resolution Number Four
To receive, consider and adopt the annual financial statements of the company and the group for the year ended 30 June 2009.
“RESOLVED THAT the audited financial statements in respect of the company and the group for the financial year ended 30 June 2009 be and are hereby confirmed and approved.”
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| 6. |
Ordinary Resolution Number Five
To approve the directors’ fees as disclosed in the annual financial statements of the company and the group for the year ended
30 June 2009.
“RESOLVED THAT the directors’ fees for the year ended 30 June 2009 be and are hereby approved.”
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| 7. |
Ordinary Resolution Number Six
To reappoint Ernst & Young Inc. as auditors for the ensuing financial year.
“RESOLVED THAT Ernst & Young Inc. be reappointed as the auditors of the
company and the group until the company’s next annual general meeting.”
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| 8. |
Ordinary Resolution Number Seven
To authorise the directors to determine and pay the auditors’ remuneration for the past audit.
“RESOLVED THAT the directors of the company be and are hereby authorised to determine and pay the remuneration of the company’s and the group’s auditors for the services provided during the financial year ended 30 June 2009.”
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| 9. |
Ordinary Resolution Number Eight
To consider and if deemed fit, to pass the following ordinary resolution with or without modification:
To place the unissued shares of the company under the directors’ control.
“RESOLVED THAT the unissued share capital of the company from time to time be and is hereby placed under the control of the directors of the company until the next annual general meeting of the company, with the authority to allot and issue all or part thereof in their discretion, subject to sections 221 and 222 of the Companies Act, 1973 (No. 61 of 1973), as amended, the articles of association of the company and the provisions of the Listings Requirements of the JSE Limited.”
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| 10. |
Ordinary Resolution Number Nine
To consider and if deemed fit, to pass the following ordinary resolution with or without modification:
To issue shares for cash as contemplated in terms of the Listings Requirements of the JSE.
“RESOLVED THAT the directors of the company be and are hereby authorised by way of a general authority, to allot and issue for cash any of its unissued shares placed under their control as they in their discretion may deem fit, without restriction, subject to the provisions of the Listings Requirements of the JSE Limited, the Companies Act, 1973 (No. 61 of 1973), as amended, and the articles of association of the company, and subject to the proviso that the aggregate number of ordinary shares able to be allotted and issued in terms of this resolution, shall be limited to 15% of the issued share capital at 30 June 2009, provided further that:
- the approval shall be valid until the date of the next annual general meeting of the company, provided it shall not extend beyond fifteen months from the date of this resolution;
- a paid press announcement giving full details, including the impact on net asset value and earnings per share, will be published after any issue representing, on a cumulative basis within any one financial year, 5% or more of the number of shares in issue prior to such issue;
- the general issues of shares for cash in the aggregate in any one financial year may not exceed 15% of the applicant’s issued share capital (number of securities) of that class. The securities of a particular class will be aggregated with the securities that are compulsorily convertible into securities of that class; and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that
class into which they are compulsorily convertible. The number
of securities of a class which may be issued shall be based on
the number of securities of that class in issue at the date of
such application less any securities of the class issued during
the current financial year, provided that any securities of that
class to be issued pursuant to a rights issue (announced and
irrevocable and underwritten) or acquisition (concluded up to
the date of application) may be included as though they were
securities in issue at the date of application;
- in determining the price at which an issue of shares will
be made in terms of this authority the maximum discount
permitted will be 10% of the weighted average traded price
of such shares, as determined over the 30 trading days prior
to the date that the price of the issue is agreed between the
directors and the subscriber (the committee of the JSE should
be consulted for a ruling if the applicant’s securities have not
traded in such 30-business day period);
- any such issue will only be made to public shareholders as
defined in paragraph 4.22 of the Listings Requirements of the
JSE and not to related parties; and
- any such issue will only be securities of a class already in
issue.”
At least 75% of the shareholders present in person or by proxy
and entitled to vote at the annual general meeting must cast
their vote in favour of this resolution.
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| 11. |
Special Resolution Number One
To consider and if deemed fit, to pass the following special
resolution with or without modification.
To authorise the company to purchase its own shares and/or
shares in any of its subsidiaries in accordance with the provisions
of sections 85 to 88 of the Companies Act, as amended.
“RESOLVED THAT as a special resolution the company be and is
hereby authorised, as a general approval, to repurchase any of the
shares issued by the company and/or any of its subsidiaries, upon
such terms and conditions and in such amounts as the directors
may from time to time determine, but subject to the provisions of
sections 85 to 88 of the Companies Act, 1973 (No. 61 of 1973),
as amended, the articles of association of the company and the
Listings Requirements of the JSE provided that:
- the general authority shall be valid until the next annual
general meeting of the company or for 15 months from the
passing of this resolution (whichever period is shorter);
- the general authority be limited to a maximum of 20% of the
issued share capital of that class in one financial year;
- repurchases shall not be made at a price more than 10% above
the weighted average of the market value of the securities
traded for the five business days immediately preceding the date on which the transaction was effected. The JSE should be
consulted for a ruling if the securities have not traded in such
five-business day period;
- the general repurchase of securities being implemented
through the order book operated by the JSE’s trading
system (open market) and without any prior understanding
or arrangement with any counterparty (reported trades
prohibited);
- the company will, at any point in time, appoint only one agent
to effect the repurchase(s) on the company’s behalf;
- after such repurchase(s), at least 300 public shareholders, as
defined in the Listings Requirements of the JSE, continue to
hold at least 20% of the company’s issued shares;
- the company may not effect a repurchase during any prohibited
period as defined in terms of the Listings Requirements of the
JSE unless there is a repurchase plan in place as contemplated
in terms of paragraph 5.72(g) of the Listings Requirements of
the JSE;
- an announcement must be published as soon as the company
has acquired shares constituting, on a cumulative basis, 3%
of the number of shares in issue at the time that the general
authority is granted, pursuant to which the aforesaid 3%
threshold is reached, containing full details thereof, as well
as for each 3% in aggregate of the initial number of shares
acquired thereafter; and
- a certificate by the company’s sponsor in terms of
paragraph 2.12 of the Listings Requirements confirming the
statement by the directors regarding working capital referred
to hereunder in this notice convening the meeting, be issued
before commencement of any repurchase.”
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| 12. |
Special Resolution Number Two
To consider and if deemed fit, to pass the following special
resolution with or without modification.
To authorise the company’s subsidiaries to purchase shares
in the company and/or their own shares in accordance with
the provisions of sections 85 to 89 of the Companies Act, as
amended.
“RESOLVED THAT as a special resolution the company, in so far
as it may be necessary to do so, hereby approves, as a general
approval, and authorises the acquisition by any subsidiary of
the company of shares issued by such subsidiary and/or by the
company, upon such terms and conditions and in such amounts
as the directors may from time to time determine, but subject to
the provisions of sections 85 to 89 of the Companies Act, 1973
(No. 61 of 1973), as amended, the articles of association of the
company and the Listings Requirements of the JSE, provided that:
- the general authority shall be valid until the next annual
general meeting of the company or for 15 months from the
passing of this resolution (whichever period is shorter);
- the general authority be limited to a maximum of 20% of
the issued share capital of that class in one financial year
of the acquiree company’s issued share capital at the time
the authority is granted, subject to a maximum of 10% in
aggregate in the event that it is the company’s share capital
that is repurchased by a subsidiary;
- repurchases shall not be made at a price more than 10% above
the weighted average of the market value of the securities
traded for the five business days immediately preceding the
date on which the transaction was effected. The JSE should be
consulted for a ruling if the securities have not traded in such
five-business day period;
- the general repurchase of securities being implemented
through the order book operated by the JSE’s trading
system (open market) and without any prior understanding
or arrangement with any counterparty (reported trades
prohibited);
- the company will, at any point in time, appoint only one agent
to effect the repurchase(s) on the company’s behalf;
- after such repurchase(s), at least 300 public shareholders, as
defined in the Listings Requirements of the JSE, continue to
hold at least 20% of the company’s issued shares;
- the company may not effect a repurchase during any prohibited
period as defined in terms of the Listings Requirements of the
JSE unless there is a repurchase plan in place as contemplated
in terms of paragraph 5.72(g) of the Listings Requirements of
the JSE;
- an announcement must be published as soon as any subsidiary
has acquired shares constituting, on a cumulative basis, 3% of
the number of shares of the acquiree company in issue at the
time that the general authority is granted, pursuant to which
the aforesaid 3% threshold is reached, containing full details
thereof, as well as for each 3% in aggregate of the initial
number of shares acquired thereafter; and
- a certificate by the company’s sponsor in terms of
paragraph 2.12 of the Listings Requirements confirming the
statement by the directors regarding working capital referred
to hereunder in this notice convening the meeting, be issued
before commencement of repurchase.”
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| 13. |
Ordinary Resolution Number Ten
To consider and if deemed fit, to pass the following ordinary
resolution with or without modification:
Granting the directors of the company and the Company
Secretary general authority to implement all of the aforesaid
resolutions.
“RESOLVED THAT the directors of the company and the Company
Secretary be and are hereby authorised to do all such things and
sign all documents and take all such action as they consider
necessary to give effect to and implement the resolutions set out
in the notice convening the annual general meeting at which this
Ordinary Resolution Number Ten will be considered.”
EXPLANATORY NOTES
Reason for and effect of the special resolutions
The reasons for and effects of Special Resolutions Numbers 1 and 2 are:
To grant the directors a general authority in terms of the
Companies Act, 1973 (No. 61 of 1973), as amended, (“the Act”)
for the acquisition by the company/subsidiary of shares issued by
it on the basis reflected in such special resolutions.
The board does not intend to use such power unless prevailing
circumstances (including the relevant tax dispensations and
market conditions) warrant such a step. All required certificates
and relevant statements shall be issued. The effect thereof will be
that the directors will have the authority to implement a general
repurchase of shares in accordance with the provisions of the
Act, the articles of association of the company and the Listings
Requirements of the JSE.
The directors are of the opinion, after considering the effect of a
maximum repurchase of shares, that:
- the company and the group will be able, in the ordinary course
of business, to pay its debts for a period of twelve months
from the date of the notice of this annual general meeting;
- the assets of the company and the group fairly valued in
accordance with IFRS, will be in excess of the liabilities of the
company for a period of twelve months from the date of the
notice of this annual general meeting;
- the company and the group will have adequate capital for a
period of 12 (twelve) months after the date of this notice of
the annual general meeting; and
- the working capital of the company and the group will be
adequate for a period of 12 (twelve) months after the date of
this notice of the annual general meeting.
The special resolutions are a renewal of the resolution
approved at the previous annual general meeting held on
9 December 2008.
Information relating to the special resolutions
The following general information is reflected in the annual report:
The directors, whose names are given here of this annual
report, collectively and individually accept full responsibility for the
information given in this notice 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. There have been no material changes in the financial trading position
of the group since the publication of the financial results for the
period ended 30 June 2009. The directors are not aware of any information on any legal or
arbitration proceedings, including any proceedings that are pending
or threatened, that may have had, in the previous 12 months, a
material effect on the company’s or the group’s financial position. Voting and proxies
Shareholders entitled to attend and vote at the annual general
meeting may appoint one or more proxies to attend, speak and vote
in his/her stead. A proxy need not be a member of the company.
A form of proxy, in which is set out the relevant instructions for its
completion, is enclosed for use by a certificated or dematerialised
shareholder with own name registration who wishes to be represented
at the general meeting. Completion of a form of proxy will not
preclude such shareholder from attending and voting (in preference
to that shareholder’s proxy) at the annual general meeting.
A form of proxy is attached for the convenience for all of those
shareholders who wish to be so represented. Duly completed forms
of proxy together with the documents conferring the authority to
the signatory and under which it is signed (if any) must be forwarded
to the transfer secretaries by not later than 18h00 on Tuesday,
8 December 2009, in accordance with the instructions therein.
Any shareholder who has dematerialised his/her shares (other than
those with “own name registration”), who wishes to attend the
annual general meeting must instruct his/her Central Securities
Depository Participant (”CSDP“) or broker to issue them with the
necessary written authority in terms of the custody agreement
entered into between the shareholder and his/her CSDP or broker,
in order to attend the annual general meeting, or if such shareholder
wishes to vote by way of proxy they should provide the CSDP or
broker with their voting instruction.
By order of the board
Grand Parade Investments Limited |
