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170
GROUP FIVE
Integrated annual report 2014
Notice of the annual general meeting
continued
3.5
ORDINARY RESOLUTION NUMBER 3.5
“
RESOLVED
that J Doorasamy be and is hereby
elected as a member of the group social and ethics
committee of the company with effect from
4 November 2014.”
3.6
ORDINARY RESOLUTION NUMBER 3.6
“
RESOLVED
that GD Mottram be and is hereby
re-elected as a member of the group social
and ethics committee of the company with effect
from 4 November 2014.”
4.
ORDINARY RESOLUTION NUMBER 4: Approval of
remuneration policy
“
RESOLVED
through a non-binding advisory vote, the
company’s remuneration policy and its implementation,
as set out in the remuneration report contained on
pages 123 to 149 of this integrated annual report be
and is hereby approved.”
This ordinary resolution is of an advisory nature only and
although the board will take the outcome of the vote into
consideration when determining the remuneration policy,
failure to pass this resolution will not legally preclude the
company from implementing the remuneration policy as
contained in the integrated annual report.
5.
ORDINARY RESOLUTION NUMBER 5: Re-appointment
of auditors
As set out in the group audit committee report on the
supplementary information to the integrated annual
report available on the group’s website, the group audit
committee has assessed PricewaterhouseCoopers
Incorporated’s performance, independence and suitability
and has nominated them for reappointment as independent
external auditors of the group, to hold office until the next
annual general meeting.
“
RESOLVED
that PricewaterhouseCoopers Incorporated,
with the designated audit partner being AJ Rossouw,
be and is hereby reappointed as independent external
auditors of the group for the ensuing year. Further that
the term of engagement and fees be determined by the
audit committee.”
6.
ORDINARY RESOLUTION NUMBER 6: Control of authorised
but unissued shares
“
RESOLVED
that the authorised but unissued shares in the
capital of the company be and are hereby placed under the
control and authority of the directors of the company and
that the directors of the company be and are hereby
authorised and empowered to allot, issue and otherwise
dispose of such shares to such person or persons on such
terms and conditions and at such times as the directors of
the company may from time to time and at their discretion
deem fit, subject to the provisions of the Companies Act, the
memorandum of incorporation of the company and the JSE
Limited (“JSE”) Listings Requirements, when applicable. The
issuing of shares granted under this authority will be limited
to Group Five’s existing contractual obligations to issue
shares, including for purposes of the Group Five Share
Appreciation Right Scheme (“SARS”) approved on 13 October
2.2
ORDINARY RESOLUTION NUMBER 2.2
“
RESOLVED
that JL Job be and is hereby re-elected as
a member of the group audit committee of the
company with effect from 4 November 2014.”
2.3
ORDINARY RESOLUTION NUMBER 2.3
“
RESOLVED
that KK Mpinga be and is hereby
re-elected as a member of the group audit committee
of the company with effect from 4 November 2014.”
2.4
ORDINARY RESOLUTION NUMBER 2.4
“
RESOLVED
that B Ngonyama be and is hereby elected
as a member of the group audit committee of the
company with effect from 4 November 2014.”
2.5
ORDINARY RESOLUTION NUMBER 2.5
“
RESOLVED
that VM Rague be and is hereby elected as
a member of the group audit committee of the
company with effect from 4 November 2014.”
2.6
ORDINARY RESOLUTION NUMBER 2.6
“
RESOLVED
that MR Thompson be and is hereby
elected as a member of the group audit committee of
the company with effect from 4 November 2014.”
3.
ORDINARY RESOLUTION NUMBER 3: Election of group
social and ethics 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 social and ethics
committee, as provided in section 72(4) of the Companies Act
and regulation 43 of the Companies Regulations, 2011
(“Regulations”), appointed in terms of regulation 43(2) of the
Regulations to hold office until the next annual general
meeting and to perform the duties and responsibilities
stipulated in regulation 43(5) of the Regulations 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.
3.1
ORDINARY RESOLUTION NUMBER 3.1
“
RESOLVED
that B Ngonyama be and is hereby elected
as a member and chairperson of the group social
and ethics committee of the company with effect
from 4 November 2014.”
3.2
ORDINARY RESOLUTION NUMBER 3.2
“
RESOLVED
that W Louw be and is hereby elected as a
member of the group social and ethics committee of
the company with effect from 4 November 2014.”
3.3
ORDINARY RESOLUTION NUMBER 3.3
“
RESOLVED
that MR Upton be and is hereby
re-elected as a member of the group social and
ethics committee of the company with effect from
4 November 2014.”
3.4
ORDINARY RESOLUTION NUMBER 3.4
“
RESOLVED
that CMF Teixeira be and is hereby
re-elected as a member of the group social and ethics
committee of the company with effect from
4 November 2014.”