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Summary consolidated annual financial statements
1.4
ORDINARY RESOLUTION NUMBER 1.4
“
RESOLVED
that VM Rague be and is hereby elected as
a director of the company with effect from
4 November 2014.”
1.5
ORDINARY RESOLUTION NUMBER 1.5
“
RESOLVED
that MR Thompson be and is hereby
elected as a director of the company with effect from
4 November 2014.”
JL Job and KK Mpinga are obliged to retire by rotation
at this annual general meeting in accordance with the
provisions of clause 24.6.2 of the company’s
memorandum of incorporation. Having so retired and
being eligible, JL Job and KK Mpinga offer themselves
for re-election.
1.6
ORDINARY RESOLUTION NUMBER 1.6
“
RESOLVED
that JL Job be and is hereby re-elected
as a director of the company with effect from
4 November 2014.”
1.7
ORDINARY RESOLUTION NUMBER 1.7
“
RESOLVED
that KK Mpinga be and is hereby re-
elected as a director of the company
with effect from 4 November 2014.”
The board of directors has assessed the performance of the
directors standing for election and re-election, and has
found them suitable for appointment and reappointment.
A brief CV in respect of each director standing for election or
re-election, as the case may be, appears on pages 102 to 105
of this integrated annual report as well as in supplementary
information to the integrated annual report available
on the group’s website.
2.
ORDINARY RESOLUTION NUMBER 2: Election of group
audit committee members
subject, where necessary, to
their reappointment as directors of the company in terms of
the resolutions in paragraph 1 above.
To elect by separate resolutions a group audit committee
comprising independent non-executive directors, as provided
in section 94(4) of the Companies Act and appointed in terms
of section 94(2) of the Companies Act to hold office until the
next annual general meeting to perform the duties and
responsibilities stipulated in section 94(7) of the Companies
Act and the King III Report on Governance for South Africa
2009 and to perform such other duties and responsibilities
as may from time to time be delegated by the board of
directors for the company and all subsidiary companies.
2.1
ORDINARY RESOLUTION NUMBER 2.1
“
RESOLVED
that SG Morris be and is hereby
re-elected as a member and chairperson of the group
audit committee of the company with effect from
4 November 2014.”
GROUP FIVE LIMITED
(Registration number 1969/000032/06)
(Incorporated in the Republic of South Africa)
Share code: GRF ISIN Code: ZAE000027405
(“Group Five” or “the company” or “the group”)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of
shareholders of the company will be held at the registered office
of Group Five, No 9 Country Estate Drive, Waterfall Business
Estate, Jukskei View, Johannesburg, on Tuesday, 4 November 2014
at 11:00, for the purpose of dealing with the following business
and considering, and if deemed fit, passing with or without
modification, the resolutions as set out in this notice.
Presentation of audited annual financial statements
The annual financial statements of the company and the group,
including the reports of the directors, group audit committee
and the independent auditors, for the year ended 30 June 2014,
will be presented to shareholders as required in terms of section
30(3)(d) of the Companies Act, No 71 of 2008, as amended
(“the Companies Act”), (summary consolidated annual financial
statements are included in the integrated annual report, with
the consolidated annual financial statements available
in the supplementary report to the integrated annual report
on the group’s website).
Resolutions for consideration and adoption
1.
ORDINARY RESOLUTION NUMBER 1: Election and
re-election of directors
To elect by separate resolutions NJ Chinyanta, W Louw,
B Ngonyama, VM Rague and MR Thompson being appointed
by the board of directors since the last annual general
meeting of the company, who are in accordance with the
provisions of clause 24.2 of the company’s memorandum
of incorporation, obliged to retire at this annual general
meeting and, being eligible, offer themselves for election.
1.1
ORDINARY RESOLUTION NUMBER 1.1
“
RESOLVED
that NJ Chinyanta be and is hereby
elected as a director of the company with effect from
4 November 2014.”
1.2
ORDINARY RESOLUTION NUMBER 1.2
“
RESOLVED
that W Louw be and is hereby elected
as a director of the company with effect from
4 November 2014.”
1.3
ORDINARY RESOLUTION NUMBER 1.3
“
RESOLVED
that B Ngonyama be and is hereby elected
as a director of the company with effect from
4 November 2014.”
Notice of the
annual general meeting