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Summary consolidated annual financial statements
this must be effected through the order book operated
by the JSE trading system and done without any prior
understanding or arrangement between the company
and the counterparty;
this authority shall lapse on the earlier of the date of the
next annual general meeting of the company or 15
months after the date on which this resolution is passed;
and
the price paid per ordinary share may not be greater
than 10% (ten percent) above the weighted average of
the market value of the ordinary shares for the five
business days immediately preceding the date on which
a purchase is made.”
Rationale for the authority
The rationale for this special resolution is to authorise
the directors, if they deem it appropriate in the interests
of the company, to procure that the company or subsidiaries
of the company acquire or repurchase ordinary shares issued
by the company subject to the restrictions contained in the above
resolution. At the present time the directors have no specific
intention with regard to the utilisation of this authority which
will only be used if the circumstances are appropriate.
The directors, after considering the effect of a repurchase
of up to 20% (twenty percent) of the company’s issued
ordinary shares, are of the opinion that if such repurchase
is implemented:
the company and the group will be able to pay their debts
in the ordinary course of business for a period of 12 months
after the date of this notice;
the recognised and measured assets of the company and the
group in accordance with the accounting policies used in the
latest audited annual group financial statements, will exceed
the liabilities of the company and the group for a period
of 12 months after the date of this notice;
the ordinary capital and reserves of the company and the
group will be adequate for the purposes of the business of
the company and the group for a period of 12 months after
the date of this notice; and
the working capital of the company and the group will be
adequate for the purposes of the business of the company
and the group for a period of 12 months after the date
of this notice.
The directors undertake that:
the company or the group will not repurchase securities
during a prohibited period as defined in paragraph 3.67
of the JSE Listings Requirements unless the company has
a repurchase programme in place where the dates and
quantities of securities to be traded during the relevant
prohibited period are fixed (not subject to any variation)
and full details of the programme have been disclosed
in an announcement released on SENS prior to the
commencement of the prohibited period;
an announcement will be made when the company has
cumulatively repurchased 3% of the initial number of the
relevant class of securities, and for each 3% (three percent)
in aggregate of the initial number of that class acquired
thereafter;
the company will only appoint one agent to effect any
repurchase(s) on its behalf;
2010, the Group Five Long Term Share Incentive Plan
(“LTIP”) approved on 27 November 2012, any scrip dividend
and/or capitalisation share award, and shares required to be
issued for the purpose of carrying out the terms of the SARS
and LTIP employee schemes.”
7.
ORDINARY RESOLUTION NUMBER 7: Authority to sign all
documents required
“
RESOLVED
that any one of the directors and/or the group
secretary be and is hereby authorised to do all such things
and sign all documents and procure the doing of all such
things and the signature of all such documents as may be
necessary or incidental to give effect to all ordinary and
special resolutions to be proposed at the annual general
meeting at which this resolution will be proposed.”
8.
SPECIAL RESOLUTION NUMBER 1: Authorisation of
non-executive directors’ remuneration
“
RESOLVED
that the proposed remuneration of non-
executive directors for the year ended 30 June 2015 be
approved as follows:
F2014
F2015
(proposed)
Main board – chairperson
R860 000
R920 000
Main board – non-executive director R215 000
R230 000
Lead independent director
R360 600
R385 000
Audit committee – chairperson
R211 000
R225 000
Audit committee – member
R105 000
R112 000
Remuneration committee
– chairperson
R143 000
R153 000
Remuneration committee –
member
R73 500
R79 000
Risk committee – chairperson
R143 000
R153 000
Risk committee – member
R73 500
R79 000
Nominations committee –
chairperson*
R105 000
R112 000
Nominations committee – member
R55 500
R59 500
Social and ethics committee
– chairperson
R143 000
R153 000
Social and ethics committee –
member
R73 500
R79 000
Extraordinary services – per hour
R3 000
R3 210
*
Included in chairperson fee.
9.
SPECIAL RESOLUTION NUMBER 2: General authority to
repurchase shares
“
RESOLVED
that, subject to compliance with the JSE
Listings Requirements, the Companies Act and the
memorandum of incorporation of the company, the directors
of the company be and are hereby authorised at their
discretion to procure that the company or subsidiaries of the
company acquire by repurchase on the JSE ordinary shares
issued by the company provided that:
the number of ordinary shares acquired in any one
financial year shall not exceed 20% (twenty percent)
of the ordinary shares in issue at the date on which
this resolution is passed;