The JSE Listings Requirements require the following
disclosure, some of which are elsewhere in the annual report,
of which this notice forms part, as set out below;
- Directors – page 6;
- Major shareholders of the Company – page 68;
- Directors’ interests in securities – page 68; and
- Share capital of the Company – pages 35 and 36;
Litigation statement
In terms of section 11.26 of the Listings Requirements of the
JSE, the directors, whose names are given on page 6 of the
annual report of which this notice forms part, are not aware of
any legal or arbitration proceedings, including proceedings that
are pending or threatened, that may have or have had in the
recent past, being at least the previous 12 months, a material
effect on the Group’s financial position.
Directors’ responsibility statement
The directors, whose names are given on page 6 of the annual
report, collectively and individually accept full responsibility for
the accuracy of the information pertaining to this resolution and
certify that to the best of their knowledge and belief there are no
facts that have been omitted which would make any statement
false or misleading, and that all reasonable enquiries to
ascertain such facts have been made and that this resolution
contains all information required by law and the JSE Listings
Requirements.
Other than the facts and developments reported on in the annual
report, there have been no material changes in the financial
position of the Company and its subsidiaries since the date of
signature of the audit report and the date of this notice.
Reason for and effect of the Special Resolution
The reason for and effect of this special resolution number 2.1 is
to authorise the Company and/or its subsidiary Company by way
of a general authority to acquire its own issued shares on such
terms, conditions and in such amounts as determined from time
to time by the directors of the Company subject to the limitations
set out above.
Statement of board’s intention
The directors of the Company have no specific intention to effect
the provisions of special resolution number 2.1 but will, however,
continually review the Company’s position, having regard to
prevailing circumstances and market conditions, in considering
whether to effect the provisions of special resolution number 2.1.
Voting and proxies
Shareholders of the Company who have not dematerialised
their shares in the Company, or who have dematerialised their
shares with “own name” registration, are entitled to attend and
vote at the meeting and are entitled to appoint a proxy or proxies
to attend, speak and vote in their stead at the meeting. The
person so appointed need not be a shareholder.
Proxy forms must be forwarded, to reach the registered office of
the Company, or the transfer secretaries, Computershare
Investor Services (Proprietary) Limited, at the address given
below no later than noon (12h00) on Thursday, 18 November
2010.
Proxy forms must only be completed by shareholders who have
not dematerialised their shares or who have dematerialised their
shares with “own name” registration.
On a show of hands, every shareholder of the Company present
in person or represented by proxy shall have one vote only. On
a poll, every shareholder of the Company shall have one vote for
every share held in the Company by such shareholder.
Shareholders who have dematerialised their shares, other than
those shareholders who have dematerialised their shares with
“own name” registration, should contact their CSDP or broker in
the manner and time stipulated in their agreements in order to
furnish them with their voting instructions and to obtain the
necessary authority to attend the meeting should such
shareholder wish to do so.
Shares held by a share trust or scheme will not have their votes
at the annual general meeting taken into account for purposes of
resolutions proposed in terms of the JSE Listings Requirements.
Unlisted securities, if applicable and treasury shares may also
not vote.
By order of the Board
DG Jones
Company Secretary
Boksburg 1459
Computershare Investor Services (Proprietary) Limited
70 Marshall Street
Johannesburg 2001
PO Box 61051
Marshalltown 2107
Johannesburg
20 October 2010 |
