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Summary consolidated annual financial statements
Form of proxy
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”
)
For use at the annual general meeting of the holders of ordinary shares in the company (“Group Five shareholders”) to 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 (“the annual general
meeting”) at 11:00. Group Five shareholders who have dematerialised their Group Five shares through a CSDP or broker must not complete this form of
proxy and must provide their CSDP or broker with their voting instructions, except for Group Five shareholders who have elected own-name registration in
the sub-register through a CSDP or broker and certificated shareholders, which shareholders must complete this form of proxy and lodge it with the
transfer secretaries. Holders of dematerialised Group Five shares wishing to attend the annual general meeting must inform their CSDP or broker of such
intention and request their CSDP/broker to issue them with the relevant authorisation to attend.
I/We
of (address)
being the registered holder/s of ordinary shares in the capital of the company, hereby appoint (see note 1):
1. or,
failing him/her
2. or,
failing him/her
3. or,
failing him/her
the chairperson of the annual general meeting as my/our proxy to act for me/us at the annual general meeting for the purposes of considering and, if
deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment thereof and to vote for and/or against the
resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name/s in accordance with the instructions/notes on the
reverse side hereof.
Proposed ordinary/special resolutions
In favour
Against
Abstain
Ordinary resolutions
1.
Ordinary Resolution 1
to elect and re-elect directors
1.1 Election of NJ Chinyanta as a director
1.2 Election of W Louw as a director
1.3 Election of B Ngonyama as a director
1.4 Election of VM Rague as a director
1.5 Election of MR Thompson as a director
1.6 Re-election of JL Job as a director
1.7 Re-election of KK Mpinga as a director
2.
Ordinary Resolution 2
to elect group audit committee members
2.1 Re-election of SG Morris as member and chairperson of the group audit committee
2.2 Re-election of JL Job as member of the group audit committee
2.3 Re-election of KK Mpinga as member of the group audit committee
2.4 Election of B Ngonyama as member of the group audit committee
2.5 Election of VM Rague as member of the group audit committee
2.6 Election of MR Thompson as member of the group audit committee
3.
Ordinary Resolution 3
to elect group social and ethics committee members
3.1 Election of B Ngonyama as member and chairperson of group social and ethics committee
3.2 Election of W Louw as member of social and ethics committee
3.3 Re-election of MR Upton as member of social and ethics committee
3.4 Re-election CMF Teixeira as member of social and ethics committee
3.5 Election of J Doorasamy as member of social and ethics committee
3.6 Re-election of GD Mottram as member of social and ethics committee
4.
Ordinary Resolution 4
to approve, through a non-binding advisory vote, the company’s remuneration policy
5.
Ordinary Resolution 5
to re-appoint PricewaterhouseCoopers Incorporated as independent external auditors
6.
Ordinary Resolution 6
to place authorised but unissued shares under the control of the directors
7.
Ordinary Resolution 7
to authorise director and/or group company secretary to implement the resolutions
set out in the notice convening the annual general meeting
Special Resolutions
8.
Special Resolution 1
to approve non-executive directors’ remuneration
9.
Special Resolution 2
to authorise directors to repurchase company shares
10. Special Resolution 3
to authorise financial assistance to related or inter-related companies
A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, vote, speak and act in his stead.
A proxy need not be a member of the company.
Signed at
on
2014
Signature
assisted by me (where applicable)
(State capacity and full name) (see note 10). Please use block letters.
Please read the notes on the reverse side hereof.