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GROUP FIVE
Integrated annual report 2014
Notice of the annual general meeting
continued
10.
SPECIAL RESOLUTION NUMBER 3: General authority to
provide financial assistance to related companies and
inter-related companies
“
RESOLVED
as a special resolution in terms of the
Companies Act that the provision by the company of any
direct or indirect financial assistance as contemplated in
section 45 of the Companies Act to any 1 (one) or more
related or inter-related companies of the company, be
and is hereby approved, provided that:
1.
(i) the specific recipient or recipients of such
financial assistance;
(ii) the form, nature and extent of such
financial assistance;
(iii) the terms and conditions under which such
financial assistance is provided are determined
by the board of directors of the company
from time to time;
2.
the board has satisfied the requirements of section 45
of the Companies Act in relation to the provision of any
financial assistance;
3.
such financial assistance to a recipient thereof is, in
the opinion of the board of directors of the company,
required for the purpose of:
(i) meeting all or any of such recipient’s operating
expenses (including capital expenditure), and/or
(ii) funding the growth, expansion, reorganisation or
restructuring of the businesses or operations of
such recipient; and/or
(iii) any other purpose, which in the opinion of the
board of directors of the company, is directly or
indirectly in the interests of the company; and
4. the authority granted in terms of this special resolution
shall end 2 (two) years from the date of adoption of this
special resolution.”
Rationale for the authority
The rationale for Special Resolution number 3 is to grant the
directors of Group Five the authority to provide direct or indirect
financial assistance through the lending of money, guaranteeing
of a loan or other obligation and securing any debt or obligation,
to its subsidiaries, associates and inter-related companies.
11.
TO TRANSACT SUCH OTHER BUSINESS AS MAY BE
TRANSACTED AT AN ANNUAL GENERAL MEETING.
RECORD DATE
The board of directors of the company have set Friday,
24 October 2014, as the record date for determining which
shareholders are entitled to participate in and vote at
the annual general meeting.
VOTING AND PROXIES
A member entitled to attend and vote at the annual general
meeting is entitled to appoint a proxy/proxies to attend, speak,
and on a poll, vote in his/her stead. A proxy need not to be a
member of the company. A form of proxy is attached for the
convenience of any certificated shareholder and own-name
registered dematerialised shareholder who cannot attend the
annual general meeting, but who wishes to be represented thereat.
prior to entering the market to repurchase the company’s
securities, a company resolution to authorise the repurchase
will have been passed in accordance with the requirements
of section 48 of the Companies Act, and stating that the
board has acknowledged that it has applied the solvency and
liquidity test as set out in section 4 of the Companies Act and
has reasonably concluded that the company will satisfy the
solvency and liquidity test immediately after completing the
proposed distribution; and
the company will not enter the market to repurchase the
company’s securities until 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 JSE Listings Requirements.
DISCLOSURES REQUIRED IN TERMS OF THE JSE
LISTINGS REQUIREMENTS
The following information is provided in accordance with
paragraph 11.26 of the JSE Listings Requirements and relates
to special resolution number 2 above.
LITIGATION STATEMENT
Other than disclosed or accounted for in the consolidated annual
financial statements, the directors of the company, whose
names are given on pages 102 to 103 of this integrated annual
report, are not aware of any legal or arbitration proceedings,
pending or threatened against the group, which may have or
have had a material effect on the group’s financial position in the
12 months preceding the date of this notice of annual general
meeting. Please refer to page 82 of this integrated annual report
for additional information on The Competition Commission of
South Africa investigation into the Construction industry and its
current and future effect on the group.
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given on pages 102 to 105 of
this integrated annual report, collectively and individually accept
full responsibility for the accuracy of the information given in
special resolution number 2, and certify that to the best of their
knowledge and belief there are no facts that have been omitted
which would make any statements false or misleading and that
all reasonable enquiries to ascertain such facts have been made
and that this resolution and additional disclosure in terms of
paragraph 11.26 of the JSE Listings Requirements pertaining
thereto contain all information required by law and the JSE
Listings Requirements.
MATERIAL CHANGES
Other than the facts and developments reported on in these
consolidated annual financial statements, there have been no
material changes in the affairs, financial or trading position of
the group since the signature date of this integrated annual
report and the posting date thereof.
The following disclosures required in terms of the JSE Listings
Requirements are set out in accordance with the reference pages
in this integrated annual report of which this notice forms part:
directors and management (pages 102 to 105 and 116 to 117);
major shareholders of the company (pages 166 to 168);
directors’ interests in securities (page 167); and
share capital of the company (page 159).